cdzi20250930

cdzi20250930_10q.htm

United States

Securities and Exchange Commission

Washington, D. C. 20549

FORM 10-Q

(Mark One)

☑

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended September 30, 2025

☐

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from …… to …….

Commission File Number 0-12114

Cadiz Inc.

(Exact name of registrant specified in its charter)

	Delaware	77-0313235
	(State or other jurisdiction of	(I.R.S. Employer
	incorporation or organization)	Identification No.)

	550 South Hope Street, Suite 2850
	Los Angeles, California	90071
	(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (213) 271-1600

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	CDZI	The NASDAQ Global Market
Depositary Shares (each representing a 1/1000^th fractional interest in share of 8.875% Series A Cumulative Perpetual Preferred Stock, par value $0.01 per share)	CDZIP	The NASDAQ Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer" , "smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

☐ Large accelerated filer ☐ Accelerated filer ☑ Non-accelerated filer

☑ Smaller Reporting Company ☐ Emerging growth company

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes ☐ No ☑

As of November 10, 2025, the Registrant had 83,110,079 shares of common stock, par value $0.01 per share, outstanding.

*Fiscal Third Quarter 2025 Quarterly Report on Form 10-Q*		*Page*

PART I – FINANCIAL INFORMATION

ITEM 1. Financial Statements

Cadiz Inc. Condensed Consolidated Financial Statements

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended September 30, 2025 and 2024		1

Unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss for the nine months ended September 30, 2025 and 2024		2

Unaudited Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024		3

Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024		4

Unaudited Condensed Consolidated Statement of Stockholders’ Equity for the three and nine months ended September 30, 2025		5

Unaudited Condensed Consolidated Statement of Stockholders’ Equity for the three and nine months ended September 30, 2024		6

Unaudited Notes to the Condensed Consolidated Financial Statements		7

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		23

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk		34

ITEM 4. Controls and Procedures		34

PART II – OTHER INFORMATION

ITEM 1. Legal Proceedings		35

ITEM 1A. Risk Factors		35

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds		35

ITEM 3. Defaults Upon Senior Securities		35

ITEM 4. Mine Safety Disclosures		35

ITEM 5. Other Information		35

ITEM 6. Exhibits		36

Cadiz Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

	For the Three Months
	Ended September 30,
*($ in thousands, except per share data)*	2025			2024

Total revenues	$	4,149		$	3,224

Costs and expenses:
Cost of sales		3,015			2,409
General and administrative		5,726			5,275
Depreciation		304			307

Total costs and expenses		9,045			7,991

Operating loss		(4,896	)		(4,767	)

Interest expense, net		(2,173	)		(2,023	)

Loss before income taxes		(7,069	)		(6,790	)
Income tax expense		(3	)		(3	)

Net loss and comprehensive loss	$	(7,072	)	$	(6,793	)

Less: Preferred stock dividend		(1,265	)		(1,265	)

Net loss and comprehensive loss applicable to common stock	$	(8,337	)	$	(8,058	)

Basic and diluted net loss per common share	$	(0.10	)	$	(0.12	)

Basic and diluted weighted average shares outstanding		82,127			68,020

See accompanying notes to the unaudited condensed consolidated financial statements.

Cadiz Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

	For the Nine Months
	Ended September 30,
*($ in thousands, except per share data)*	2025			2024

Total revenues	$	11,229		$	4,858

Costs and expenses:
Cost of sales		7,758			4,265
General and administrative		20,768			16,310
Depreciation		909			907

Total costs and expenses		29,435			21,482

Operating loss		(18,206	)		(16,624	)

Interest expense, net		(6,181	)		(5,883	)

Loss before income taxes		(24,387	)		(22,507	)
Income tax expense		(8	)		(8	)

Net loss and comprehensive loss	$	(24,395	)	$	(22,515	)

Less: Preferred stock dividend		(3,818	)		(3,818	)

Net loss and comprehensive loss applicable to common stock	$	(28,213	)	$	(26,333	)

Basic and diluted net loss per common share	$

SEC Form 10-Q filed by CADIZ Inc.