CADIZ INC

united states

Securities and Exchange Commission

Washington, D. C. 20549

FORM 10-Q

(Mark One)

for the quarterly period ended September 30, 2024

OR

for the transition period from …… to …….

Commission File Number 0-12114

(Exact name of registrant specified in its charter)

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

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

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 8, 2024, the Registrant had 75,184,106 shares of common stock, par value $0.01 per share, outstanding.