CADIZ INC

Other than the below added risk factor, there have been no material changes to the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2023.

We may not be able to execute our plans for the construction, ownership, and operation of our Mojave Groundwater Banking Project through the anticipated establishment of a new company for such purpose and obtain the requisite funding.

On October 30, 2024, we entered into a letter of intent with a non-profit investment fund that outlines a prospective investment by the investment fund to support the establishment of a new entity to mobilize capital for the construction, ownership, and operation of the Mojave Groundwater Banking Project. The letter of intent is not binding and there is no guarantee that we will be able to enter into binding definitive agreements for the formation and operation of the new entity, or that the proposed transactions pursuant to the letter of intent will move forward based on the terms described in such letter of intent. Even if we do enter into definitive agreements for the formation and operation of the new entity, we may not be able to obtain the requisite funding necessary for the construction of facilities for the Mojave Groundwater Banking Project or that funding may not be available on terms satisfactory to the parties or in sufficient amounts, or the progress of the project may not proceed as planned, or the definitive agreements entered into, if any, may not generate our anticipated benefits. These events would materially and adversely affect the success of the Mojave Groundwater Banking Project and, as a result, materially and adversely affect our business, financial condition and operations.