As filed with the Securities and Exchange Commission on August 3, 2022

Registration No. 333-_______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________

FORM S‑8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

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CADIZ INC.

(Exact name of registrant as specified in its charter)

____________________________________

550 S. Hope Street, Suite 2850

Los Angeles, California 90071

(Address of principal executive offices)

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Cadiz Inc. 2019 Equity Incentive Plan

(Full title of the plans)

____________________________________

SCOTT S. SLATER

Chief Executive Officer

Cadiz Inc.

550 S. Hope Street, Suite 2850

Los Angeles, California 90071

(Name and address of agent for service)

(213) 271-1600

(Telephone number, including area code, of agent for service)

____________________________________

Copies of communications to:

HOWARD J. UNTERBERGER, ESQ.

Law Office of Howard J. Unterberger

3337 Keeshen Drive

Los Angeles, California 90066

(310) 740‑7183

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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.  

If an emerging growth company, indicate by check mark 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 7(a)(2)(B) of the Securities Act. ☐ 

EXPLANATORY NOTE

REGISTRATION OF ADDITIONAL SHARES

INCORPORATION OF DOCUMENTS BY REFERENCE

This Registration Statement is being filed by Cadiz Inc. (the “Registrant”) for the purpose of registering an additional 1,500,000 shares of common stock, $0.01 par value per share (the “Common Stock”) that are issuable under the Cadiz Inc. 2019 Equity Incentive Plan (as amended, the "Plan").  These additional shares of Common Stock are securities of the same class as other securities for which a Registration Statement on Form S-8 of the Registrant relating to the same stock incentive plan is effective.  The Registrant previously registered shares of common stock for issuance under the Plan under a Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on August 30, 2019 (File No. 333-233582).  Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statement referenced above.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.     Exhibits.

The following documents are filed or incorporated by reference as part of this Registration Statement:

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on the 3^rd day of August 2022.

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Scott S. Slater and Stanley Speer, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.