Cadiz Inc. (NASDAQ: CDZI) announced on October 29, 2026, that it has entered into a placement agent agreement with Roth Capital Partners, LLC to sell 5,000,000 shares of its common stock. The shares are being sold in a registered direct offering at a price of $4.20 per share, resulting in gross proceeds of approximately $21.0 million.

The company expects to receive net proceeds of approximately $20.0 million after deducting placement agent fees and other offering expenses. The offering is expected to close on or about October 30, 2026, subject to customary closing conditions.

Cadiz intends to use the net proceeds for general corporate purposes, including corporate overhead, interest payments, and capital expenditures related to the development and construction of the Mojave Groundwater Bank. These expenses may include the acquisition of equipment and materials for facilities related to the company's Northern and Southern pipeline projects, as well as business development activities and working capital.

The offering is being made pursuant to an effective registration statement on Form S-3 (File No. 333-281507) initially filed with the SEC on August 13, 2024, and declared effective on August 22, 2024. A prospectus supplement dated October 29, 2026, was filed in connection with the transaction.

In addition, the company’s directors and officers have entered into lock-up agreements with the placement agent, generally prohibiting the sale, transfer, or other disposition of the company's securities for a period of 90 days. Norton Rose Fulbright US LLP provided a legal opinion regarding the validity of the issuance and sale of the shares.