nov09_424b3.htm
Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-156502
PROSPECTUS
SUPPLEMENT
(To
Prospectus dated January 27, 2009)
PROSPECTUS
SUPPLEMENT
CADIZ
INC.
825,000
SHARES OF COMMON STOCK INCLUDING 330,000 SHARES OF COMMON STOCK UNDERLYING
WARRANTS
This
prospectus supplement relates to the offer and sale of up to 825,000 shares of
common stock including 330,000 shares of common stock underlying warrants, as
described on the cover page of the prospectus dated January 27, 2009, to which
this prospectus supplement is attached. This prospectus supplement
describes a temporary reduction of the exercise price of certain Callable
Warrants as described hereafter.
This
prospectus supplement should be read in conjunction with the prospectus, which
is to be delivered with this prospectus supplement. This prospectus supplement
is qualified by reference to the prospectus except to the extent that the
information in this prospectus supplement updates and supersedes the information
contained in the prospectus.
Temporary
Reduction of Exercise Price on 165,000 Warrants Issued in 2008 Private
Placement.
In
November and December 2008 we sold a total of 165,000 units (the “Units”) to
certain institutional and other accredited investors in a private placement (the
"Private Placement"). Each Unit consisted of three (3) shares of our
common stock and two (2) warrants to purchase 1 share of common stock per
warrant, with an original exercise price of $12.50 per share
(“Warrants”).
One of
the two Warrants issued in the Private Placement expires, under its original
terms, on the date that is one (1) year from the date of issuance (the "Callable
Warrant"). Callable Warrants to purchase an aggregate of 165,000
shares of our common stock were issued in the Private Placement. The
shares of our common stock underlying the Callable Warrants are included in the
registration statement of which the prospectus is a part.
On
November 17, 2009 we temporarily reduced the exercise price of the Callable
Warrants from $12.50 per share to $10.50 per share. This temporary
reduction will expire at 5:00 p.m. Pacific Time on November 24,
2009. Any Callable Warrants otherwise expiring on or after November
17, 2009 but prior to November 24, 2009 will remain exercisable through November
24, 2009. After November 24, 2009, the exercise price of the Callable
Warrants will return to $12.50 per share during the remaining term, if any, of
the Callable Warrants.
Should
the Callable Warrants be exercised at the reduced exercise price, the maximum
proceeds which we may receive upon exercise of the Callable Warrants will be
reduced to $1,732,500 from $2,062,500.
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NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date
of this prospectus supplement is November 17, 2009