CADIZ INC 10-K

ITEM 9A. Controls and Procedures Disclosure Controls and Procedures   We have established disclosure controls and procedures to ensure that material information related to the Company, including its consolidated entities, is accumulated and communicated to senior management, including Chief Executive Officer (the “Principal Executive Officer”) and Chief Financial Officer (the “Principal Financial Officer”) and to our Board of Directors. Based on their evaluation as of December 31, 2021, our Principal Executive Officer and Principal Financial Officer have concluded that the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and such information is accumulated and communicated to management, including the principal executive and principal financial officers as appropriate, to allow timely decisions regarding required disclosures.   Management ’ s Report on Internal Control Over Financial Reporting   Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we evaluated the effectiveness of our internal control over financial reporting based on the criteria in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under that framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2021.     29       Changes in Internal Control Over Financial Reporting   In connection with the evaluation required by paragraph (d) of Rule 13a-15 under the Exchange Act, there was no change identified in the Company's internal control over financial reporting that occurred during the last fiscal quarter ended December 31, 2021, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.     ITEM 9B. Other Information   Not applicable.     ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections   None.   30       PART III     ITEM 10. Directors, Executive Officers and Corporate Governance   Our Board of Directors currently consists of eight directors. Set forth below is certain biographical information, the present occupation and the business experience for the past five years or more of each director.   Name   Age   Position with Cadiz           Susan P. Kennedy   61      Chair of the Board  (1)           Keith Brackpool   64   Director  (1)           Stephen E. Courter   67   Director           Maria Echaveste   67   Director           Geoffrey Grant   61   Director           Winston H. Hickox   79   Director           Scott S. Slater   64   Director, President and Chief Executive Officer           Carolyn Webb de Macías   74   Director     (1)  Ms. Kennedy was appointed to serve as Chair of the Board, an executive officer role, effective February 4, 2022, replacing Mr. Brackpool in that position. Mr. Brackpool continues to serve on the Board in a non-executive role.   Executive Officers not also on the Board of Directors:   Name   Age    Position with Cadiz           Stanley Speer   61    Chief Financial Officer and Secretary   31       Director Biographical Information and Highlights   Susan P. Kennedy Chair of the Board of Directors Director Since: 2021 Age: 61 Biography   Susan P. Kennedy  was appointed a director of the Company on March 24, 2021. Ms. Kennedy is an accomplished policymaker and strategist with a distinguished career as founder and chief executive of a renewable energy company, top advisor to two California Governors, former Commissioner of the California Public Utilities Commission, and advisor to high-profile governing boards in the corporate, regulatory, government, and non-profit sectors. She currently serves as a Senior Executive at Lyft, Inc. Previously, Ms. Kennedy founded California renewable energy start-up Advanced Microgrid Solutions, serving as chief executive officer and board chair from 2013-2020 until it was acquired by Siemens/AES in 2020. Prior to entering the private sector, Ms. Kennedy served for two decades at the highest levels of government, including chief of staff to Governor Arnold Schwarzenegger (2006-2011) and cabinet secretary and deputy chief of staff to Governor Gray Davis (1999-2003). From 2003 to 2006, Ms. Kennedy served as Commissioner of the California Public Utilities Commission (CPUC), which regulates the state's investor-owned electricity, gas, telecommunications, and water utilities. In this role, she oversaw the CPUC’s efforts to ensure water utilities deliver clean, safe, and reliable water to their customers at reasonable rates. In addition to her service on the CPUC, Ms. Kennedy was confirmed by the California Senate to serve on the California Bay-Delta Authority, the statewide body responsible for overseeing one of the largest water projects in the world — the $8 billion,10-year restoration of the San Francisco Bay Delta ecosystem. In this role, Ms. Kennedy was responsible for agreements among environmentalists, agricultural interests, and urban water users for multi-billion-dollar co-investments in water storage facilities, water use efficiency, and restoration of impaired waterways and fisheries. Ms. Kennedy holds a B.A. in Management from Saint Mary’s College of California.     Skills & Qualifications   Ms. Kennedy’s vast public service experience, including as the Commissioner of the California Public Utilities Commission, and experience founding and leading her own renewable energy company enable her to provide key leadership, public policy, strategy, and industry expertise to the Board.     Cadiz Board Committees   N/A     32       Keith Brackpool Director, Former Chair of the Board of Directors Director Since: 1986 Age: 64   Biography   Keith Brackpool  is a co-founder of the Company. Mr. Brackpool served as Chair of the Board from 2001 to 2022. Mr. Brackpool was first appointed to the Board of Directors in 1986 and previously served as CEO from 1991 – 2013. In addition to his role with Cadiz, Mr. Brackpool is currently a principal of 1334 Partners L.P., a partnership that owns and develops a portfolio of destination hospitality properties in California.  Mr. Brackpool has extensive public policy experience, particularly in California, and served as Co-Chair of the California Commission on Building for the 21st Century, a diverse panel that developed long-term policy proposals to meet the state’s future water, housing, technology and transportation needs from 2001 – 2002.   Mr. Brackpool also served as Chair of the California Horse Racing Board from 2010 – 2013, after which he went on to serve as the Chair of west coast operations for The Stronach Group, an entertainment and real estate company in North America focused on Thoroughbred horse racing and pari-mutual wagering from 2013 – 2018. Earlier in his career, Mr. Brackpool served as director and chief executive officer of North American Operations for Albert Fisher Group, a multi-billion dollar food company.      Skills & Qualifications   Mr. Brackpool’s experience as a co-founder and former CEO of the Company, in addition to his extensive public and water policy experience, enables him to provide key leadership, industry, and policy perspectives to the Board.     Cadiz Board Committees   N/A     33       Steven E. Courter Director Since: 2008 Age: 67 Biography   Stephen E. Courter  was appointed a director of the Company effective October 9, 2008.  Mr. Courter was originally appointed to the Board as a designee of LC Capital Master Fund for a term expiring at the 2009 annual meeting of stockholders.  Mr. Courter is currently on the faculty of the McCombs School of Business, University of Texas at Austin where he teaches MBA courses in strategy and new venture creation.   He also serves as a director of Upland Software, a business process software company.  Mr. Courter has over 30 years of experience in management positions in the technology/telecommunications industry, serving most recently as CEO of Broadwing Communications from 2006 to 2007 and CEO of NEON Communications from 2000 to 2006. Mr. Courter has also previously served as a director on several corporate boards, including NEON Communications from 2001-2006, Broadwing Communications from 2006-2007, and GLOBIX from 2006-2007.  Mr. Courter began his career as an officer in the U.S. Army and has also held various executive positions, both in the U.S. and Europe, at several major corporations including KPMG, IBM and Sprint.     Skills & Qualifications   Mr. Courter’s experience in the technology industry and his extensive executive and leadership experience enable him to provide valuable leadership, strategy, finance, and risk management insights to the Board.   Cadiz Board Committees   ●         Audit & Risk (Chair) ●         Corporate Governance & Nominating     34       Maria Echaveste Director Since: 2019 Age: 67   Biography   Maria Echaveste  was elected as a director at the Company’s 2019 Annual Meeting. Ms. Echaveste is a scholar with a distinguished career working as a community leader, public policy advisor, lecturer, senior White House official, and attorney.  She is presently President and CEO of the Opportunity Institute, a non-profit working to increase economic and social mobility focused on equity for the most vulnerable communities.  Ms. Echaveste has been affiliated with UC Berkeley in various capacities since 2004 including: lecturing at the School of Law and in the undergraduate division on immigration and education; serving as program and policy director of the Law School’s Chief Justice Earl Warren Institute on Law and Social Policy from 2006 -2012; serving as a Senior Fellow at UC Berkeley’s Center for Latin American Studies since 2008; and as a Visiting Scholar with the Berkeley Food Institute from 2015-2016.  Previously, from 1998 to 2001 Ms. Echaveste served as Assistant to the President and Deputy Chief of Staff for President Bill Clinton focused on issues relating to immigration, civil rights, education, finance, Mexico and Latin America.  From 1993 to 1997 she served as Administrator of the Wage and Hour Division at the US Department of Labor. In 2009, then-Secretary of State Hillary Clinton appointed Ms. Echaveste as a special representative to Bolivia.  From 2015-2017, Ms. Echaveste served as vice-chair of the California International Trade and Investment Advisory Committee, an appointment by Governor Brown. Ms. Echaveste presently serves on the board of directors of the Level Playing Field Institute, Mi Familia Vota and UCSF Benioff Children’s Hospitals.       Skills & Qualifications   Ms. Echaveste’s accomplished career in public service and extensive community leadership enables her to provide valuable public policy and stakeholder insights to the Board.   Cadiz Board Committees   ●         Corporate Governance & Nominating (Chair) ●         Equity, Sustainability & Environmental Justice     35       Geoffrey Grant Director Since: 2007 Age: 61 Biography   Geoffrey Grant  was appointed a director of the Company effective January 22, 2007. Mr. Grant is presently a private investor. In 2012, Mr. Grant retired from Grant Capital Partners, an asset management firm founded by Mr. Grant in 2008, where he was the Managing Partner and the Chief Investment Officer.  Prior to founding Grant Capital Partners, Mr. Grant was a Managing Partner and the Chief Investment Officer of Peloton Partners LLP, a global asset management firm.  Mr. Grant co-founded Peloton Partners LLP in 2005.  Mr. Grant’s career in financial markets spans 35 years beginning at Morgan Stanley in 1982 in foreign exchange options and currency derivatives, then with Goldman Sachs from 1989 to 2004 where he ultimately served as Head of Global Foreign Exchange and Co-head of the Proprietary Trading Group in London.   Skills & Qualifications   Mr. Grant’s experience leading several asset management firms enables him to provide valuable leadership, finance, and investment perspectives to the Board.   Cadiz Board Committees   ●         Compensation ●         Audit & Risk     36         Winston Hickox Lead Independent Director Director Since: 2006 Age: 79 Biography   Winston Hickox  was appointed a director of the Company in October 2006.  Mr. Hickox is currently a partner at the public policy consulting firm California Strategies, a position he has held since 2006, Mr. Hickox also currently serves as a Member of the Strategic Advisory Group of Paladin Capital Group.  Previously, from 2007 until 2012, Mr. Hickox chaired the FTSE Environmental Markets Committee responsible for bi-annual reset of the FTSE Environmental Markets Index Series.    From 2004 – 2006, Mr. Hickox served as Senior Portfolio Manager with the California Public Employees’ Retirement System (CalPERS), designing its environmentally-oriented impact investment initiatives for the fund’s now $477.3 billion investment portfolio.  Prior to CalPers, from 1999 – 2003, Mr. Hickox served as Secretary of the California Environmental Protection Agency (CalEPA) and a member of the Governor’s cabinet.   Earlier in his career, Mr. Hickox’s additional private sector experience includes head of Portfolio Management, Managing Director and Partner at Lasalle Investment Management from 1987 to 1998, where he managed a $2B real estate portfolio, and President of his own securities brokerage firm, the Hickox Financial Corporation.   Mr. Hickox has also served on numerous corporate boards, including Thomas Properties Group, a publicly traded full service real estate investment firm, and GRIDiant Corporation, a privately held corporation in the energy technology sector.  Mr. Hickox’s prior government service includes the Board of the $12.6 billion Sacramento County Employees’ Retirement System (SCERS) from 1998 – 2012, Chair of the Market Advisory Committee, which helped prepare for the implementation of AB 32 California’s sweeping effort to address climate change, and seven years as a Special Assistant to the Governor for Environmental Affairs as well as a Deputy Secretary for Environmental Affairs.  From April 1997 to January 1999, Hickox also served as one of the California Assembly Speaker’s appointees to the California Coastal Commission.  Mr. Hickox holds an MBA from Golden Gate University and a BS from California State University.     Skills & Qualifications   Mr. Hickox’s vast investment experience and roles with the State of California and other industry groups enable him to provide valuable leadership, public policy, investment, finance, and industry expertise to the Board.     Cadiz Board Committees   ●         Compensation (Chair) ●         Audit & Risk ●         Equity, Sustainability & Environmental Justice     37           Scott Slater Chief Executive Officer (CEO) Director Since: 2012 Age: 64 Biography   Scott S. Slater  is the Company’s President and Chief Executive Officer, appointed to the role of President in April 2011 and Chief Executive Officer effective February 1, 2013.  In addition, Mr. Slater has been a member of the Company’s Board of Directors since February 2012.  Mr. Slater is an accomplished water rights transactional attorney and litigator and, in addition to his role at the Company, is a shareholder in Brownstein Hyatt Farber Schreck LLP, the nation’s leading water law firm.  For nearly 40 years, Mr. Slater has focused on negotiation of agreements and enacting policy related to the acquisition, distribution, and treatment of water. He has served as lead negotiator on a number of important water transactions, including the negotiation of the largest conservation-based water transfer in U.S. history on behalf of the San Diego County Water Authority.  Mr. Slater serves on the Limoneira Company Board of Directors (NASDAQ: LMNR) and sits on its Executive and Risk Committees. Mr. Slater also has an extensive background in state, federal and international water policy and is the author of  California Water Law and Policy , the state’s leading treatise on the subject.  He has taught water law and policy courses at University of California, Santa Barbara, Pepperdine University, and the University of Western Australia, (China) among others. He is presently advising the nation of Tunisia on water policy.   Skills & Qualifications   Mr. Slater’s experience as the Company’s CEO and as an accomplished water rights lawyer enable him to provide the Board with valuable leadership, strategy, legal, and industry perspectives.     Cadiz Board Committees   N/A   38         Carolyn Webb de Mac í as Director Since: 2019 Age: 74 Biography   Carolyn Webb de Mac í as  was elected as a director at the Company’s 2019 Annual Meeting. Carolyn Webb de Macías is a community leader with an extensive career in public policy and higher education. Ms. Webb de Macías currently serves as Board Chair for the Partnership for Los Angeles Schools, a non-profit organization that manages 19 schools through a Memorandum Of Understanding with the Los Angeles Unified School District, and as Member of the Board of the Community Coalition of South Los Angeles, a community education and advocacy organization. Previously Ms. Webb de Macías served in the office of Elementary and Secondary Education in the US Department of Education as an appointee of President Barack Obama from 2010-2012. From 1997 – 2008, Ms. Webb de Macías served in various roles at the University of Southern California including adjunct faculty member in the USC Rossier School of Education, associate provost from 1997 – 2002 and vice president for external relations from 2002 – 2008. Upon retirement from USC in 2008, Ms. Webb de Macías was granted the title of Vice President Emeritus. From 1991 – 1997 Ms. Webb de Macías served as chief of staff for Los Angeles City Councilman Mark Ridley-Thomas. Ms. Webb de Macías’ strong record of community service includes roles as founding member of the Board for the Alliance for Regional Collaboration to Heighten Educational Success (ARCHES), member of the Boards of the Los Angeles African American Women’s Public Policy Institute and the International Black Women’s Public Policy Institute, member of the Central City Association Executive Committee, and founding president of the Education Consortium of Central Los Angeles. Ms. Webb de Macías has been honored for her work as a founding member of Young Black Scholars of Los Angeles and named a Black Woman of Achievement  by the NAACP Legal Defense and Education Fund.   Skills & Qualifications   Ms. Webb de Macías’ long history of public service and role as a community leader in Southern California enables her to provide valuable public policy expertise and California community insights to the Board.     Cadiz Board Committees   ●         Compensation ●         Corporate Governance & Nominating ●         Equity, Sustainability & Environmental Justice (Chair)     39         Executive Officer Biographical Information and Highlights   Stanley Speer Chief Financial Officer (CFO) Appointed: 2020 Age: 61   Biography   Stanley Speer  was appointed Chief Financial Officer (CFO) on May 5, 2020.  In addition to his role at the Company, Mr. Speer is the principal of Speer and Associates, LLC, a consulting firm he founded in 2012 to provide practical operational, financial and strategic financial solutions to public and private businesses.  Mr. Speer is also a member of the Board of Directors of Sunworks (NASDAQ: SUNW) and the Chair of its Audit Committee.  Previously, Mr. Speer was a Managing Director with Alvarez & Marsal (“A&M”), a global professional services firm specializing in advising and assisting boards of directors, investment groups, management groups and lenders in a wide range of turnaround, restructuring and reorganization situations.  Prior to joining A&M, Mr. Speer served as Chief Financial Officer for Cadiz from 1997 to 2003 and its subsidiary Sun World International, a fully-integrated agriculture company. Earlier, Mr. Speer was a partner with Coopers & Lybrand (now PricewaterhouseCoopers), where he spent 14 years in the Los Angeles office specializing in business reorganizations.  Mr. Speer earned his bachelor’s degree in business administration from the University of Southern California.       40       Our Directors have extensive and diverse experience in a variety of fields relevant to the Company’s natural resources development and environmental sustainability focused goals and initiatives, including:     Kennedy Brackpool Courter Echaveste Grant Hickox Slater Webb de Mac í as Executive Experience X X X X X X X X Water Policy X X         X   Agricultural Development   X     X   X   Real Estate Development   X       X     Environmental Stewardship X         X X   Finance and Capital Markets X X X   X X     Risk Management     X X X X     Accounting     X           Public Policy X X   X   X X X Community Engagement X     X       X Corporate Governance & Sustainability     X X   X   X Academia     X X     X X Legal & Regulatory X         X X     41       The Directors also have demonstrated significant leadership experience in the following roles at Cadiz or other companies or organizations:     ● Chief executive officer : (Mr. Brackpool, Mr. Courter, Ms. Echaveste, Mr. Grant, Mr. Hickox, , Ms. Kennedy, and Mr. Slater,),     ● Government Leaders, including high-ranking appointments in state and federal government administrations: (Mr. Brackpool, Ms. Echaveste, Mr. Hickox, Ms. Kennedy, and Ms. Webb de Macías, ),   ● Chairs of community and academic foundation boards : (Ms. Echaveste and Ms. Webb de Macías).     The Board believes that these combined skills and experiences are important for the success of the current Board of Directors.   The diversity of our Board members, including gender, ethnic, cultural and racial diversity as well as diversity of thought and perspectives, is also an implortant factor in determining board composition to ensure that our Board can offer management the benefit of difference experiences and viewpoints to best inform Company practices and strategic goals, and to ensure Board members reflect the diversity of the areas in which we operate.    42       Board Diversity Matrix (as of March 24, 2022) Board Size:      Total number of Directors 8   Female Male Non-Binary Did not    Disclose Gender Gender:      Directors 3 5 - - Number of Directors who identify in Any of the Categories Below:      African American or Black 1 - - -      Alaskan Native or Native American - - - -      Asian (other than South Asian) - - - -      South Asian - - - -      Hispanic or Latinx 1 - - -      Native Hawaiian or Pacific Islander - - - -      White 1 5          Two or More Races or Ethnicities - - - -      LGBTQ+ 1      Persons with Disabilities -   Corporate Governance   As enshrined in the Company’s bylaws, all business and affairs of the Company shall be managed by or under the direction of the Board of Directors. The Board of Directors is responsible for the Company’s management and strategic direction and for establishing our broad corporate policies, including our leadership structure. The Board also oversees and reviews key aspects of the Company’s risk management efforts and annually reviews our strategic business plans, which includes evaluating the objectives of and risks associated with these plans.   Directors of the Company hold office until the next annual meeting of stockholders or until their successors are elected and qualified. There are no family relationships between any directors or current officers of the Company. Officers serve at the discretion of the Board of Directors,   In addition, under its charter, the Audit Committee (acting on its behalf and concomitantly as the Risk Committee) reviews and discusses with management the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company's risk assessment and risk management policies.   The Audit Committee is composed of Stephen E. Courter, Geoffrey Grant and Winston H. Hickox. The Board of Directors has determined that Mr. Courter, a member of the Company's Audit Committee, is an "audit committee financial expert" as that term is defined in Item 407(d)(5) of Regulation S-K under the Securities Act.   Code of Ethics   The Company has adopted a code of conduct and ethics that applies to all our employees, including the CEO and CFO. A copy of the code of conduct and ethics may be found on the Company’s website at http://www.cadizinc.com .   43       The code of conduct and ethics defines and prohibits conflicts of interest and provides for means for communicating potential conflicts. It also prohibits using corporate opportunities, property, information, or position for personal gain. The code of conduct and ethics also includes confidentiality restrictions, rules for protection and proper use of Company assets, fair dealing requirements for interactions with customers, suppliers, and competitors and requirements for compliance with applicable law, including insider trading laws.   Any employee who becomes aware of any existing or potential violation of the code of conduct and ethics is required to report it. Any waivers from and amendments to the code of ethics granted to directors or executive officers will be promptly disclosed on the Company’s website at http://www.cadizinc.com . There are no waivers from the code of conduct and ethics applicable to any employee at this time.   Anti-Bribery and Anti-Corruption Policy   Pursuant to our Anti-Bribery and Anti-Corruption Policy Statement, we prohibit all of our directors, officers, employees, and consultants from acts of bribery or corruption as defined by the policy statement. The Anti-Bribery and Anti-Corruption policy also defines conflicts of interest and requirements to minimize such conflicts. In addition, the policy defines and prohibits facilitation payments and outlines guidelines for acceptable behavior.   Whistleblower Policy   Pursuant to our Whistleblower Policy Statement, we encourage and enable employees and others to raise serious concerns internally so that any inappropriate conduct and actions can be addressed and corrected. It is the responsibility of all board members, officers, employees, contractors and volunteers to report concerns about violations of the Company’s code of conduct and ethics or suspected violations of law or regulations that govern the Company’s operations. The Whistleblower policy statement includes a non-retaliation policy and reporting procedures which provides information on how to contact the Chairman of the Audit and Risk Committee directly.  The Audit and Risk Committee oversees treatment of all complaints.   Delinquent Section 16(a) Reports   Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act") requires our directors and executive officers, and persons who beneficially own more than 10% of a registered class of our equity securities ("reporting persons"), to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Reporting persons are required by the Commissions regulations to furnish the Company with copies of all Section 16(a) forms they file.   To our knowledge, based solely on a review of the copies of reports and amendments thereto on Forms 3, 4 and 5 furnished to us by reporting persons and forms that we filed on behalf of certain directors and officers, during, and with respect to, our fiscal year ended December 31, 2021, and on a review of written representations from reporting persons to us that no other reports were required to be filed for such fiscal year, all Section 16(a) filing requirements applicable to our reporting persons were satisfied in a timely manner.   44       ITEM 11. Executive Compensation   Compensation Discussion and Analysis   Overview   The Company’s compensation policies and practices are developed and implemented through the Compensation Committee of the Board of Directors. It is the Committee’s responsibility to review and consider annually the performance of the Company’s named executive officers in achieving both corporate and individual goals and objectives, and to assure that the Company’s compensation policies and practices are competitive and effective in incentivizing management.   The Compensation Discussion and Analysis section provides a description of the primary elements of the Company’s fiscal year 2021 compensation program and policies for the following individuals, who are referred to throughout this proxy statement as our current and former 2021 named executive officers:     ● Susan Kennedy, Chair of the Board (effective February 2022)   ● Scott Slater, President and Chief Executive Officer   ● Stanley Speer, Chief Financial Officer   ● Keith Brackpool, Former Chair of the Board (non-executive director effective February 2022)   It is an important recommendation of the Board that the roles of Chief Executive Officer (“CEO”) and Chair of the Board be held by two different individuals. As CEO, Mr. Slater manages the day-to-day operation of the Company and the development of its projects and Ms. Kennedy holds the essential role of advising management regarding its project development strategy as Chair of the Board.   Mr. Brackpool, one of the Company’s founders, was Chair of the Board until February 2022 and served in an executive capacity advising management in 2021. Mr. Brackpool remains on the Board of Directors, but no longer holds an executive position. His compensation in 2021 as chair of the Board during that calendar year is discussed further under “Elements of 2021 Compensation”, below. Ms. Kennedy’s compensation as Chair commenced with her appointment in February 2022 and was established in accordance with the basic principles outlined below.    In 2021, our named executive officers effectively navigated the impacts on the Company of the COVID-19 pandemic and oversaw multiple initiatives important to the long-term success of the Company, including:     ● Completed the final acquisition of the Company’s Northern Pipeline asset after the completion of required diligence and satisfaction of conditions precedent. The Company had maintained an option to acquire the pipeline since 2011.     ● Defended in Court the federal rights-of way necessary to operate the Company’s Northern Pipeline asset for water conveyance.   45       ● Advanced discussions with water providers interested in securing water and storage from the Water Project.     ● Supported studies and technical work necessary for construction and operation of the Company’s Southern Pipeline Asset and conversion of the Northern Pipeline asset to water convenience.     ● Improved water supply infrastructure and agricultural assets at the Cadiz Ranch property, including expansion of irrigation infrastructure to support over 3,000 acres of fruit, vegetable, grain and hemp crops.     ● Negotiated and executed financial transactions to improve the Company’s balance sheet.   Compensation Committee activities in 2021 included:     ● Evaluating the performance of the Company’s executive officers;     ● Reviewing, analyzing and approving the total compensation and benefits of the Company’s executive officers, including cash compensation and long-term incentive compensation; and     ● Reviewing guidelines and standards regarding the Company’s compensation practices and philosophy.   For the Company’s named executive officers, other than Mr. Slater, the committee established compensation levels based, in part, on the recommendations of Mr. Slater as CEO.   This section should be read in conjunction with the “Summary Compensation Table” and related tables pertaining to the compensation earned in 2021 by the named executive officers presented in this Annual Report under the caption “Executive Compensation”.   Compensation Philosophy   The Company’s business plan and goals have historically been and continue to be linked to the development of our diverse land and water assets, including the Water Project.  The Company’s annual cash resources have historically been focused on funding the Water Project’s development process, as well as our ongoing land management initiatives. Due to the long-term nature of developing our assets, the progress made by the Company in the development of the Water Project and the general development of our land and water resources does not generally bear a direct relationship to quarterly and annual results of operations.   It is critical to the development of our assets and the Water Project that the Company attracts and retains well-qualified executives familiar with the agriculture and water sectors as well as with infrastructure and project development. As a result, the Company’s executive compensation programs seek to maintain a competitive annual salary structure and emphasize long-term, equity-based incentives that are connected to the ultimate implementation of our projects. These programs strive to align the interests of the executive officers and senior management with those of the Company’s stockholders. In doing so, the Company intentionally reduces the risk that executives will place too much focus on short-term achievements to the detriment of the long-term plans and goals of the Company.   46       We welcome direct stockholder feedback on our compensation programs. Throughout the year we met, both in person, online and via telephone calls, with stockholders representing approximately 75% of shares outstanding and have taken into consideration the issues that have been expressed as being important to them regarding executive compensation.   Elements of Compensation   The Company’s compensation program has four primary components: cash salary, performance-based cash awards, long-term incentives through equity stock awards, and benefits. Each element of the Company’s compensation program has been specifically chosen to reward, motivate and incentivize the executives of the Company to complete the long-term development and implementation of the Water Project and our other resource development initiatives. The Compensation Committee determines the amount for both total compensation and each compensation element through discussions with the Company’s management, consideration of benchmarking data, past performance and future corporate and individual objectives. The four basic elements of compensation, described in further detail below, are:     ● SALARY. Base salaries for the Company’s named executives are determined by the Compensation Committee depending on a variety of factors including the scope of their responsibilities, their leadership skills and values, their performance and length of service.  Salaries for our named executive officers are intended to create a minimum level of compensation that is competitive with other companies deemed comparable, depending on the prior experience and position of the executive. Salaries are typically paid in cash but could also be paid with restricted stock awards. Decisions regarding salary increases are also affected by the named executive’s current salary and the amounts paid to their peers within and outside the Company.     ● LONG-TERM INCENTIVES.  The primary form of incentive compensation that is offered to the Company’s executives consists of long-term incentives in the form of equity awards. The use of such long-term incentives is intended to focus and align goals of Company executives with those of stockholders and creates a direct interest in the results of operations, short and long-term performance and achievement of the Company’s milestones and goals.     ● PERFORMANCE BASED CASH AWARDS. The Compensation Committee believes that it is sometimes important to offer cash incentives to executives for the achievement of specified objectives that yield increased value for stockholders and will utilize performance-based cash awards from time to time to provide additional incentives.     ● BENEFITS. The Compensation Committee also incorporates retirement, insurance, termination and severance benefits in the compensation program for executive officers. These benefits are offered to retain top executives, maintain their health and wellness and remain competitive in the industry. The retirement and insurance benefits are consistent with those benefits offered more broadly to the Company’s employees.   47       The Company’s overall compensation packages for our named executive officers have historically emphasized equity incentives due to the long-term development timelines of our projects and the focus of the Company on achieving the implementation of these projects. Even with the emphasis on long-term incentives, the Company’s overall compensation is established at a level comparable to our peer group of companies, which share a similar focus on long-term development of assets. As the Water Project has finalized important permitting milestones, the Committee has also utilized performance-based cash awards to reward achieved milestones and goals in that calendar year.   Use of Peer Group   Our main asset consists of a large land position with water rights in Southeastern California and our business is primarily focused on developing this asset for its highest and best use, including a water supply and storage project at our primary property in Cadiz, California. Because no other publicly-traded company is situated with similar assets and projects, it is difficult to identify directly comparable peer companies.   While the Company is often compared to water utility companies due to our focus on water supply development, we view our peers as operating in the property and natural resource asset development sectors specifically companies with comparable market capitalization and an emphasis on the development of property and real estate, including for agriculture, in the Southwestern United States. This includes companies in Standard & Poor’s Global Industry Classification Standard (GICS) code 601020, Real Estate Management and Development. We believe our peer group includes the following nine publicly traded companies:     ● Alico, Inc.   ● Forestar Group, Inc.   ● Limoneira Company   ● Maui Land & Pineapple   ● PICO Holdings, Inc.   ● Pure Cycle Corp.   ● Stratus Properties   ● Tejon Ranch Co.   ● The St. Joe Company   Benchmarking   The Compensation Committee believes it is important to understand and analyze the current compensation programs of other companies when making compensation decisions. We traditionally consider the compensation programs of our peers when determining compensation for the Company’s named executive officers. This year the Committee reviewed publicly available information for our peer group companies to compare the components of our compensation program for the executive officers with those of the peer group. In 2022, we also consulted with Coda Advisors, which reviewed our current executive compensation program and those of our peers and recommended adjustments to our programs to ensure continued competitiveness amongst our peers.   48       Due to the Company’s unique business plan with particular emphasis on development of the Water Project, the Compensation Committee exercises its discretion in determining compensation packages that may differ from the peer group. Nevertheless, the peer group is instructive in assessing elements of compensation and structure for similarly situated real estate and land development companies.   Upon review of publicly available information for our peers, the Committee found the annual base salary of our CEO in 2021 was below the median among our peers and that total direct compensation of our CEO was in the second quartile, near median at the 55th percentile in the peer group.   Performance Objectives   The Committee emphasizes performance objectives for executives when granting long-term equity compensation awards from existing plans. Currently, as described above, the Company is focused on the performance of objectives related to implementation of the Water Project and the continued success of our agricultural development, and connects equity grants to the satisfaction project development objectives utilizing both restrictions on sale and vesting schedules commensurate with the anticipated project development timelines.   Elements of 2021 Compensation   1. SALARY. In evaluating base salaries for 2021, the Compensation Committee believed it was important to maintain competitive base salary compensation that would also keep cash compensation expenditures to a minimum. In 2021, annual base salaries of the Company’s CEO, CFO and the Chair remained the same as in 2020.   2. LONG-TERM INCENTIVES. The Committee has chosen to rely upon equity instruments, such as restricted stock and options, in designing compensation packages for executives. The Committee views the grant of equity-based awards as an incentive for successful performance since the value of these equity-based awards will increase as the Company’s stock price increases, thereby satisfying the Committee’s goal of linking executive compensation to share price appreciation over the longer term and promoting the retention of the key executives throughout the development process of our projects. The Committee is conscious of the potential dilutive effect arising from the use of equity incentives and tries to limit issuances to maintain appropriate ratios of overall ownership levels in the Company from year to year.   To maintain alignment with the goals of stockholders when utilizing equity-based incentive compensation, the Compensation Committee and the Board have created plans subject to stockholder approval. The Company’s most recent equity incentive program (the “2019 Incentive Plan”) was approved at the Company’s 2019 Annual Meeting of Stockholders. The 2019 Incentive Plan reserved 1,200,000 shares for issuance; the plan currently has 75,061 shares available for issuance.   49       In April 2021, Mr. Brackpool and Mr. Slater each received a long-term equity incentive award of 255,000 shares of the Company’s common stock in the form of Restricted Stock Units (“RSUs”). Under the terms and conditions and at the time of each grant of RSUs, Mr. Brackpool and Mr. Slater would each be issued 170,000 shares of the Company’s common stock upon achievement of certain milestone events, as described in the Employment Arrangements section of this report, and 85,000 shares on March 1, 2023. The RSU incentive award is subject in each case to continued employment with the Company through the vesting date. On February 4, 2022 (“Effective Date”), Mr. Brackpool stepped down as Chair of the Board of Directors. Mr. Brackpool remains on the Board in a non-executive role. As of the Effective Date, Mr. Brackpool’s existing employment arrangement with the Company was amended to reflect the modification of his duties and his unvested RSUs were accelerated and became fully vested at that time.   On February 4, 2022, Ms. Kennedy was appointed Chair of the Board of Directors, an executive officer role. At the time of her appointment, Ms. Kennedy received an equity incentive award of 450,000 shares of the Company’s common stock in the form of Performance Stock Units (“PSUs”).  Under the terms and conditions of the grant of PSUs, Ms. Kennedy would be issued 450,000 shares of the Company’s common stock or cash, at the option of the Compensation Committee, upon achievement of certain performance events, as described in the Employment Arrangements section of this report. The PSU incentive award is subject to continued employment with the Company through the vesting date.    In April 2021, Mr. Speer received a long-term equity incentive award of 127,500 shares of the Company’s common stock in the form of RSUs. Under the terms and conditions of the grant of RSUs, Mr. Speer would be issued 85,000 shares of the Company’s common stock upon achievement of certain milestone events, as described in the Employment Arrangements section of this report, and 42,500 shares on March 1, 2023. The RSU incentive award is subject to continued employment with the Company through the vesting date.   3. CASH AWARDS. While the Compensation Committee believes that equity based awards rather than cash based awards generally allow the Company to better preserve existing cash resources and, accordingly, has relied primarily upon the grant of equity based awards to reward executive performance (see "Long-Term Incentives") of named executive officers, the Compensation Committee also believes that it is important to offer cash incentives to executives for the achievement of specified objectives that yield increased value for stockholders and to reduce the tax burdens associated with the issuance of restricted equity based awards. In April 2021, Mr. Brackpool and Mr. Slater were each granted a $300,000 cash award, and Mr. Speer was granted a $150,000 cash award, by the Board for implementing Company objectives, including directing the Company through the successful acquisition of right-of-way grants for the Northern Pipeline asset, as well as for successful liquidity management through an effective at-the-market equity offering.   4. BENEFITS. Per their employment arrangements described below, Mr. Brackpool and Mr. Speer each received retirement benefits as part of their compensation packages in 2021.   50       Severance and Change in Control Provisions   The Company’s compensation agreements with Messrs. Brackpool and Speer as in effect during 2021 provided for certain severance provisions and benefits associated with various termination scenarios, as well as certain vesting acceleration for equity-based compensation in the event of a change-in-control. The severance and change in control provisions were determined largely by negotiations between the parties as one of the many elements of a larger negotiation involving the particular executive’s employment or consulting agreement with the Company.  These agreements are designed to be competitive in the marketplace and provide security for these executives in the event that the Company is acquired, and their position is impacted. This will allow the Company’s executives to consider and implement transformative transactions of significant benefit to our stockholders without undue concern over their own financial situations. Nevertheless, if an executive departs under circumstances that call into question whether any compensation amounts paid to him or her were validly earned, we will pursue any legal rights we deemed appropriate under the circumstances.   A summary of the severance and change-in-control provisions applicable to compensation arrangements with the Company’s named executive officers named in the Summary Compensation Table, along with a quantification of the benefits available to each named officer as of December 31, 2021, can be found in the section captioned "Potential Payments upon Termination or Change in Control". The Company does not provide excise tax gross-ups as part of these benefits.   Tax and Accounting Considerations   Impact of Code Section 162(m)   The Compensation Committee has considered the impact of provisions of the Internal Revenue Code of 1986, specifically Code Section 162(m). Section 162(m) limits to $1 million the Company’s deduction for compensation paid to each of our executive officers, which does not qualify as "performance based”. The 2019 Equity Incentive Plan was designed to permit grant awards that qualify as performance-based compensation, thereby permitting the Company to receive a federal income tax deduction in connection with the awards. Compensation Committee Report   The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management of the Company.  Based on this review and discussion, we recommend to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.       THE COMPENSATION COMMITTEE        Mr. Winston H. Hickox, Chair   Mr. Geoffrey Grant Ms. Carolyn Webb de Macías   The foregoing report shall not be deemed incorporated by reference by any general statement incorporating by reference this statement into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates this information by reference and shall not otherwise be deemed filed under such Acts.   51       Executive Compensation Tables   Summary Compensation Table   The following table shows the compensation awarded to, earned by, or paid during the years ended December 31, 2021, 2020 and 2019, to the Company’s current chief executive officer and president, chief financial officer and our former Chair.   Name and Principal Position (1)   Year   Salary ($)     Bonus ($)     Stock Awards ( 2 ) ($)     Option Awards (2) ($)     All Other Compensation (3) ($)     Total ($)   Scott Slater   2021     300,000       -       1,315,343       -       -       1,615,343   President and current Principal Executive Officer   2020     300,000       300,000       198,060       -       -       798,060       2019     300,000       200,000       -       -       -       500,000                                                         Stanley E. Speer   2021     350,000       -       657,672       -       20,000       1,027,672   Current Principal Financial Officer and Secretary   2020     216,346       150,000       -       -       12,923       366,346       2019     -       -       -       -       -       -                                                         Keith Brackpool   2021     275,000       -       1,315,343       -       43,030       1,633,373   Former Chair    2020     275,000       300,000       198,060       -       51,111       824,171       2019     275,000       200,000       -       -       51,111       526,111       (1) The executive officers listed in the Summary Compensation Table above were the Company’s only executive officers during the year ended December 31, 2021. Mr. Brackpool served as chair of the Board of Directors until February 4, 2022, when the position was assumed by Ms. Susan Kennedy. Mr. Brackpool continues to serve on the Board in a non-executive role.   (2) This column discloses the dollar amount of compensation cost recognized for the respective fiscal year in accordance with FASB ASC Topic 718. The assumptions used for determining the value of stock awards and options are set forth in Note 9 to the Consolidated Financial Statements, ”Stock-Based Compensation Plans and Warrants”. All Stock Awards listed were approved by Stockholders as part of the 2019 Equity Incentive Plan.   (3) All Other Compensation includes a 401k match that is generally available to all employees. Messrs. Brackpool, and Speer received $11,000 and $11,600, respectively, in 401k matching contributions in 2021. In 2021, Mr. Brackpool’s Other Compensation also includes $32,030 of company paid expenses related to a leased automobile. Mr. Speer’s Other Compensation for 2021 also includes $8,400 in a car allowance. The value of perquisites for Mr. Slater was less than $10,000, and thus no amount relating to perquisites is included in the Summary Compensation Table.   52       Grants of Plan-Based Award   The following table set forth each non-equity incentive plan award and equity incentive award granted to our named executive officers in 2021.   Name   Grant Date (1)   Estimated Future Payouts Under Equity Incentive Plan Awards Target (#)     Grant Date Fair Value of Stock and Option Awards ($)   Scott Slater   4/26/2021     85,000 (2)       960,500       4/26/2021     170,000 (3)       1,921,000                         Stanley Speer   4/26/2021     42,500 (2)       480,250       4/26/2021     85,000 (3)       960,500                         Keith Brackpool   4/26/2021     85,000 (4)       960,500       4/26/2021     170,000 (4)       1,921,000     (1) The grant date set forth in this table is the date the grants became effective.   (2) Restricted stock units granted by the Company under the 2019 Equity Incentive Plan. See “Employment Arrangements”, below.   (3) Restricted stock units subject to satisfaction of milestone-based vesting conditions granted by the Company under the 2019 Equity Incentive Plan. See “Employment Arrangements”, below.   (4) On February 4, 2022, these restricted stock units were accelerated and became fully vested as a result of amended employment arrangements with the Company to reflect modification of Mr. Brackpool's duties.  See "Employment Arrangements", below.   Outstanding Equity Awards at Fiscal Year End   The following table sets forth certain information concerning outstanding stock and option awards as of December 31, 2021, for each named executive officer.         Option Awards             Stock Awards   Name   Securities Underlying Unexercised Options (#) Exercisable     Securities Underlying Unexercised Options (#) Unexercisable     Option Exercise Price ($)     Option Expiration Date     Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)     Equity Incentive Plan Awards: Marked or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)   Scott Slater     -       -       -       -       170,000 (1)       656,200 (2)                                                     Stanley Speer     -       -       -       -       85,000 (1)       328,100 (2)                                                     Keith Brackpool     -       -       -       -       170,000 (1)(3)       656,200 (2)(3)     (1) Unvested portion of restricted stock units granted by the Company under the 2019 Equity Incentive Plan as of December 31, 2021. See “Grant of Plan-Based Awards”, above.   (2) Based on $3.86 per share which was the closing market price of the Company’s common stock on December 31, 2021.   (3) On February 4, 2022, these restricted stock unties were accelerated and became fully vested as a result of amended employment arrangements with the Company to reflect modification of Mr. Brackpool's duties.  See "Employment Arrangements", below.   53       Option Exercises and Stock Vested   The following table sets forth certain information concerning stock option exercises and restricted stock vesting during 2021 for each named executive officer.       Option Awards     Stock Awards   Name   Shares Acquired on Exercise (#)     Value Realized on Exercise ($)     Shares Acquired on Vesting (#)     Value Realized on Vesting ($)   Scott Slater     -       -       85,000 (1)       960,500   Stanley E. Speer     -       -       42,500 (1)       480,250   Keith Brackpool     -       -       85,000 (1)       960,500     (1) Vested portion of restricted stock units granted by the Company under the 2019 Equity Incentive Plan. See “Grant of Plan Based Award”, above.   Pension Benefits   The Company does not have any qualified or non-qualified defined benefits plans.   Nonqualified Deferred Compensation   The Company does not have any non-qualified defined contribution plans or other deferred compensation plans.   Employment Arrangements   Mr. Scott S. Slater has served with the Company since November 2008 pursuant to an agreement with the law firm Brownstein Hyatt Farber and Schreck LLP, where Mr. Slater is also a shareholder.  From 2008 – 2012, Mr. Slater was primarily focused on the development of the Company's Water Project and did not receive a base salary from the Company for his role as General Counsel (2008 – 2012) and President (2011 – 2012).  Mr. Slater's compensation from the Company consisted exclusively of long-term incentives due to the nature of the development of the Water Project. On February 1, 2013, Mr. Slater was named Chief Executive Officer in addition to his ongoing role as President.  As a result, Mr. Slater's employment arrangements were amended to reflect the broadening of his responsibilities and leadership role over all of the Company's asset development initiatives. In consideration of Mr. Slater's agreement to serve as Chief Executive Officer and President, Mr. Slater began to receive an annual base salary from the Company of $300,000 effective February 1, 2013. In April 2021, Mr. Slater received a long-term equity incentive award of 255,000 shares of the Company’s stock in the form of 255,000 Restricted Stock Units (“RSU”). Of the 255,000 RSUs granted, 170,000 RSUs vest upon completion of certain milestones, including (a) 85,000 RSUs which vested in July 2021 upon completion of refinancing of the Company’s Prior Senior Secured Debt and funding to complete the purchase of the Northern Pipeline, and (b) 85,000 RSUs scheduled to vest upon completion of final binding water supply agreement(s) for the delivery of at least 9,500 acre-feet of water per annum to customers. The remaining 85,000 RSUs are scheduled to vest on March 1, 2023. The determination of whether the RSUs related to milestone events have vested will be made by the Company’s Compensation Committee.   54       Mr. Stanley E. Speer entered into an employment agreement with the Company effective May 21, 2020 (“Employment Agreement”). Mr. Speer serves as the Chief Financial Officer of the Company and as Chair and Chief Executive Officer of the Board of Managers of Cadiz Real Estate LLC, our subsidiary holding title to the Company’s land and water assets. Pursuant to his Employment Agreement, Mr. Speer receives an annual base salary of $350,000, and is eligible to participate in the Company’s bonus and equity incentive programs. In April 2021, Mr. Speer received a long-term equity incentive award of 127,500 shares of the Company’s stock in the form of 127,500 RSUs. Of the 127,500 RSUs granted, 85,000 RSUs vest upon completion of certain milestones, including (a) 42,500 RSUs which vested in July 2021 upon completion of refinancing of the Company’s Prior Senior Secured Debt and funding to complete the purchase of the Northern Pipeline, and (b) 42,500 RSUs scheduled to vest upon completion of final binding water supply agreement(s) for the delivery of at least 9,500 acre-feet of water per annum to customers. The remaining 42,500 RSUs are scheduled to vest on March 1, 2023. The determination of whether the RSUs related to milestone events have vested will be made by the Company’s Compensation Committee.   During 2021, Mr. Keith Brackpool served as Chair of the Board of Directors pursuant to an amended and restated employment agreement effective July 1, 2014 ("2014 Amended Agreement") replacing a May 2009 employment agreement.  The 2014 Amended Agreement provided for a new base salary compensation structure and established milestone principles for further long-term incentive equity awards.  Effective July 1, 2014, Mr. Brackpool's received a total of 100,000 RSUs - 20,000 in 2014 and 40,000 each in 2015 and 2016 in lieu of annual cash salary compensation. Effective January 1, 2017, the annual base cash salary for Mr. Brackpool was returned to $275,000. In April 2021, Mr. Brackpool received a long-term equity incentive award of 255,000 shares of the Company’s stock in the form of 255,000 RSUs. Of the 255,000 RSUs granted, 170,000 RSUs vest upon completion of certain milestones, including (a) 85,000 RSUs which vested in July 2021upon completion of refinancing of the Company’s Prior Senior Secured Debt and funding to complete the purchase of the Northern Pipeline, and (b) 85,000 RSUs scheduled to vest upon completion of final binding water supply agreement(s) for the delivery of at least 9,500 acre-feet of water per annum to customers. The remaining 85,000 RSUs were scheduled to vest on March 1, 2023. On February 4, 2022 (“Effective Date”), Mr. Brackpool stepped down as Chair of the Board. Mr. Brackpool will remain on the Board in a non-executive role. As of the Effective Date, Mr. Brackpool’s existing employment arrangement with the Company was amended to reflect the modification of his duties. Also upon the Effective Date, Mr. Brackpool’s heretofore unvested restricted stock units were accelerated and became fully vested.   55       Ms. Susan Kennedy entered into an employment agreement with the Company effective February 4, 2022 (“Employment Effective Date”) (“2022 Employment Agreement”). As of the Employment Effective Date, Ms. Kennedy was appointed to serve as Chair of the Board, an executive officer role. Pursuant to her 2022 Employment Agreement, Ms. Kennedy receives an annual base salary of $300,000, and is entitled to performance-based bonus awards. At the time of her appointment, Ms. Kennedy received an equity incentive award of 450,000 shares of the Company’s stock in the form of performance stock units (“PSUs”). The PSUs vest upon the Company’s common stock achieving price hurdles (“Price Hurdles”), including (a) 200,000 PSUs to vest upon a Price Hurdle of $7 per share, (b) 150,000 PSUs to vest upon a Price Hurdle of $9 per share, (c) 50,000 PSUs vest upon a Price Hurdle of $11 per share, and (d) 50,000 PSUs to vest upon a Price Hurdle of $13 per share and are payable, at the option of the Compensation Committee, in either common stock or cash. The PSU incentive award is subject to continued employment with the Company through the vesting date.   Potential Payments Upon Termination or Change in Control   The following table and summary set forth estimated potential payments the Company would be required to make to our named executive officers upon termination of employment or change in control of the Company, pursuant to each executive’s employment or consulting agreement in effect at year end. Except as otherwise indicated, the table assumes that the triggering event occurred on December 31, 2021.     Name   Benefit   Termination without Cause or Resignation upon Company Material Breach ($)     Death or Disability ($)     Termination Following Change of Control ($)                                 Scott Slater   Salary     -       -       -       Bonus     -       -       -       Equity Acceleration     -       -       -       Benefits Continuation (1)     -       -       -       Total Value     -       -       -                                 Stanley E. Speer   Salary     175,000       175,000       350,000       Bonus     -       -       -       Equity Acceleration     -       -       -       Benefits Continuation (1)     23,462       -       46,923       Total Value     198,462       175,000       396,923                                 Keith Brackpool (2)   Salary     275,000       550,000       550,000       Bonus     -       -       -       Equity Acceleration     -       -       -       Benefits Continuation (1)     72,154       -       144,308       Total Value     347,154       550,000       694,308       (1) The benefits continuation amounts include car allowances, 401(k) matching benefits and paid vacation.   (2) As fo February 4, 2022, Mr. Brackpool stepped down as Chair of the Board of Directors and his theretofore unvested these restricted stock unties were accelerated and became fully vested.  See "Employment Arrangements", above.  Mr. Brackpool is not currently entitled to any further required payments as a consequence of termination or change in control.    Termination without Cause or Resignation upon Company Material Breach   Mr. Speer’s Employment Agreement provides that if Mr. Speer were terminated by the Company without cause or if he resigns due to a breach of the Employment Agreement by us, then the Company is obligated to pay severance and continuation of benefits (to the extent such benefits could then be lawfully made available by the Company) for one hundred eighty days following the effective date of the termination, as though Mr. Speer were continuing to provide services to the Company under the Employment Agreement.       56       Mr. Brackpool’s 2014 Amended Agreement, as in effect during 2021, provided that if Mr. Brackpool were terminated by the Company without cause or if he resigns due to a breach of the 2014 Amended Agreement by us, then the Company is obligated to pay severance and continuation of benefits (to the extent such benefits could then be lawfully made available by the Company) for one year following the effective date of the termination, as though Mr. Brackpool were continuing to provide services to the Company under his 2014 Amended Agreement.   Ms. Kennedy’s Employment Agreement, effective as of February 4, 2022, provides that if Ms. Kennedy were terminated by the Company without cause or if she resigns due to a breach of the Employment Agreement by us, then the Company is obligated to pay severance and continuation of benefits (to the extent such benefits could then be lawfully made available by the Company) for one hundred eighty days following the effective date of the termination, as though Ms. Kennedy were continuing to provide services to the Company under her Employment Agreement.    Termination of Employment Due to Death or Disability   Mr. Speer’s Employment Agreement provides that if he dies or became disabled, he or his estate would be entitled to receive severance for one hundred eighty days consisting of his base compensation.   Mr. Brackpool’s 2014 Amended Agreement, as in effect during 2021, provided that if he dies or became disabled, he or his estate would be entitled to receive severance for two years consisting of his base compensation.   Ms. Kennedy’s Employment Agreement, effective as of February 4, 2022, provides that if she dies or became disabled, she or her estate would be entitled to receive severance for one hundred eighty days consisting of her base compensation.   Change in Control   Mr. Speer’s Employment Agreement provides that if Mr. Speer is terminated by the Company following a change in control, the Company is obligated to pay severance and continuation of benefits (to the extent such benefits could then be lawfully made available by the Company) for one year following the effective date of the termination, as though Mr. Speer were continuing to provide services to the Company under his Employment Agreement.   Mr. Brackpool's 2014 Amended Agreement, as in effect during 2021, provided that if Mr. Brackpool is terminated by the Company following a change in control, the Company is obligated to pay severance and continuation of benefits (to the extent such benefits could then be lawfully made available by the Company) for two years following the effective date of the termination, as though Mr. Brackpool were continuing to provide services to the Company under his 2014 Amended Agreement.   Ms. Kennedy’s Employment Agreement, effective as of February 4, 2022, provides that if Ms. Kennedy is terminated by the Company following a change in control, the Company is obligated to pay severance and continuation of benefits (to the extent such benefits could then be lawfully made available by the Company) for one year following the effective date of the termination, as though Ms. Kennedy were continuing to provide services to the Company under her Employment Agreement.    57       Director Compensation   The following table summarizes the compensation earned by each of the non-employee directors in 2021. Directors who are also officers or employees of the Company receive no compensation for duties performed as a director.  No current director has an agreement or arrangement with any third party relating to compensation or other payments in connection with the director’s candidacy or service as a director.   Name   Fees Earned or Paid in Cash ($)     Stock Awards ($) (1)     Option Awards ($) (2)     Total ($)   Stephen E. Courter     62,500       25,000       -       87,500   Maria Echaveste     62,500       25,000       -       87,500   Geoffrey Grant     -       87,500       -       87,500   Winston H. Hickox     62,500       25,000       -       87,500   Murray H. Hutchison (3 )     -       50,000       -       50,000   Susan P. Kennedy     62,500       25,000               87,500   Richard Nevins (3)     -       50,000       -       50,000   Carolyn Webb de Macías     62,500       25,000       -       87,500       (1) This column discloses the dollar amount of compensation cost recognized in 2021 based on the fair value at grant date in accordance with FASB ASC Topic 718. These awards were valued at the market value of the underlying stock on the date of grant in accordance with FASB ASC Topic 718.   (2) Directors of the Company do not receive stock option awards.   (3) Mr. Hutchison and Mr. Nevins retired from service on the Board of Directors in 2021, and did not stand for re-election at the 2021 Annual Meeting.   Director Compensation Policy   Effective July 1, 2021, all non-employee directors are entitled to receive, for each 12-month period ending June 30 of each year, the amount of $75,000, an increase from the previous year’s cash compensation of $50,000. This amount is prorated for directors serving less than the full 12 months. Payments will be made in 4 quarterly installments of $18,750. A director may elect to receive any or all of his or her cash compensation earned in the form the Company’s common stock. A director is entitled to a $18,750 fee for any quarter in which services are rendered. Each June 30, non-employee directors are also entitled to receive a deferred stock award consisting of shares of the Company’s common stock with a value equal to $25,000 (calculated with reference to the average closing price of the Company’s common stock during the one month preceding the annual award date), prorated for directors serving less than the full 12 months.   Director Stock Ownership Policy   The Company encourages stock ownership on behalf of our directors. Thus, the Company’s compensation structure for non-employee directors includes awards of stock as compensation for director services. See “Director Compensation Policy", above.   58       Pay Ratio Disclosure   Pursuant to the Dodd-Frank Act, the Securities and Exchange Commission adopted a rule requiring annual disclosure of the ratio of the total annual compensation of the principal executive officer (“CEO”) to the median employee’s annual total compensation. Mr. Scott Slater is the Company’s Chief Executive Officer. In the pay ratio table below, Mr. Slater’s total compensation as reflected in the foregoing Summary Compensation Table, is compared to the median employee’s total compensation. For simplicity, the value of the Company’s retirement plan was excluded for Mr. Slater and all permanent employees, as all employees, including the CEO, are offered the same benefits. In determining the median employee, a listing was prepared of all employees that were actively employed as of December 31, 2021, with the exception of Mr. Slater. All wages, bonuses and stock awards paid to each employee were deemed to be the employee’s total compensation. If a permanent employee was not employed by the Company for the entirety of the year, an annualized total compensation was calculated for that employee. The below table presents the ratio of the total annual compensation of the Company’s Chief Executive Officer, Mr. Slater, to the median employee’s annual total compensation:   Mr. Scott Slater (CEO) total annual compensation   $ 1,615,343             Median Employee total annual compensation   $ 346,926             Ratio of CEO to Median Employee total annual compensation   4.66 : 1.00     Compensation Committee Interlocks and Insider Participation   In fiscal 2021, there were no Compensation Committee interlocks and no insider participation in Compensation Committee decisions that were required to be reported under the rules and regulations of the 1934 Act.   59       ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   The following table sets forth the beneficial ownership of the Company’s voting securities, as of March 24, 2022, by each stockholder whom the Company knows to own beneficially more than five percent of our common stock or preferred stock, and by each director, each named executive officer, and all directors and executive officers as a group, excluding, in each case, rights under options or warrants not exercisable within 60 days. All persons named have sole voting power and investment power over their shares except as otherwise noted.     Name and Address Amount and Nature of Beneficial Ownership (1)(2) Percent of Class       Heerema International Services Group SA Jacobus Muller Route de Florissant 81, 1206 Geneve Switzerland 17,966,965  (3) 35.4%       Keith Brackpool c/o 550 S. Hope St., Suite 2850 Los Angeles, CA 90071 1,689,055 3.33%       Geoffrey Grant c/o 550 S. Hope St., Suite 2850 Los Angeles, CA 90071  501,067  (4) *       Winston H. Hickox c/o 550 S. Hope St., Suite 2850 Los Angeles, CA 90071 76,915 *       Scott S. Slater c/o 550 S. Hope St., Suite 2850 Los Angeles, CA  90071  69,634  (5) *       Stanley Speer c/o 550 S. Hope St., Suite 2850 Los Angeles, CA 90071 39,460  (6) *       Stephen Courter c/o 550 S. Hope St., Suite 2850 Los Angeles, CA 90071 30,098 *       Maria Echaveste c/o 550 S. Hope St., Suite 2850 Los Angeles, CA 90071 4,236 *       Carolyn Webb de Macías c/o 550 S. Hope St., Suite 2850 Los Angeles, CA 90071 4,236 *   60       Susan P. Kennedy c/o 550 S. Hope St., Suite 2850 Los Angeles, CA 90071 950 (7) *       All Directors and officers as a group (nine individuals) 2,415,651  (4)(5)(6)(7) 4.8%         * Represents less than one percent of the 50,752,203 outstanding shares of common stock of the Company as of March 24, 2022.   Footnotes   (1) Does not include the Company’s currently outstanding 329 shares of Series 1 Preferred Stock, all of which are held by Elkhorn Partners L.P. and which represent less than 1% of the voting power of the Company’s outstanding voting securities.   (2) Does not include the Company’s outstanding Depositary Shares, which are not currently voting securities.   (3) Based upon a Form 13D filed on December 1, 2021 with the SEC, Heerema International Services Group SA (“Heerema Group”) owns 15,109,823 shares of the Company's common stock.  Mr. Jacobus Miller is manager of certain funds of the Heerema Group (such funds, the “Heerema Funds”). Additionally, Heerema Group purchased 2,857,142 shares in the Company's registered direct offering completed on March 23, 2022. Pursuant to management agreements between Mr. Miller and the Heerema Funds, the Reporting Person has voting and dispositive power of securities held directly by the Heerema Funds.   (4) Includes 30,500 shares held in five separate trusts, each holding 6,100 shares for the benefit of Mr. Grant's children. The trustee of these trusts is not a member of the Reporting Person's immediate family. Mr. Grant disclaims beneficial ownership of the shares held by these trusts.     (5) Does not include 170,000 restricted stock units which have not yet vested. Each restricted stock unit represents a contingent right to receive one share of Cadiz Inc. common stock. Mr. Slater disclaims beneficial ownership of these securities until such time, and to the extent, that ownership of these securities has vested.     (6) Does not include 85,000 restricted stock units which have not yet vested. Each restricted stock unit represents a contingent right to receive one share of Cadiz Inc. common stock. Mr. Speer disclaims beneficial ownership of these securities until such time, and to the extent, that ownership of these securities has vested.     (7) Does not include 450,000 performance rights units that have not yet vested.  Each performance rights unit represents a contingent right to receive one share of Cadiz Inc. common stock. Ms. Kennedy disclaims beneficial ownership of these securities until such time, and to the extent, that ownership of these securities has vested.     61       Equity Compensation Plan Information   The following table provides information as of December 31, 2021 with respect to shares of the Company’s common stock that may be issued under its existing compensation plans. The table includes plan grants to executive officers and other Company employees.   Plan Category   Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)     Weighted-average exercise price of outstanding options, warrants and rights (b)     Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)                             Equity compensation plans approved by stockholders     -       -       79,708 (1)                             Total     -       -       79,708   ___________________________     (2)   Represents 79,708 securities issuable under the Company’s 2019 Equity Incentive Plan as of December 31, 2021.     ITEM 13. Certain Relationships and Related Transactions, and Director Independence   Certain Relationships and Related Transactions   There have been no transactions since the beginning of our last fiscal year with our directors and officers and beneficial owners of more than five percent of our voting securities and their affiliates requiring disclosure, except for the following:   As previously reported on Form 8K, on March 20, 2022, the Company entered into a Securities Purchase Agreement with certain institutional and individual investors relating to the sale and issuance by the Company of 6,857,140 shares of the Company’s common stock (“Shares”) to such investors in a registered direct offering (the “Purchase Agreement”). The purchasers in this offering include (i) the Company’s founder, current director and former Chairman, Keith Brackpool, who purchased 1,142,857 Shares, (ii) the Company’s director, Geoffrey Grant (collectively with Mr. Brackpool, the “Participating Directors”), who purchased 285,714 Shares, and (iii) the Company’s largest stockholder, a fund represented by Heerema International Group Services S.A. (such fund referred to herein as “Heerema”), which beneficially owned approximately 34.42% of the issued and outstanding shares of the Company’s common stock prior to this offering, purchased 2,857,142 Shares in this offering.  Following this offering, Heerema and its affiliates beneficially own approximately 35.4% of the issued and outstanding shares of the Company’s common stock representing approximately 35.33% of the voting power of the Company’s outstanding capital stock. The Shares were sold at a purchase price of $1.75 per share, which exceeds the last consolidated closing bid price of the common stock on the Nasdaq Stock Market preceding the execution of the Purchase Agreement, for an aggregate purchase price of approximately $12 million. The Shares were offered and sold pursuant to a prospectus dated June 25, 2021 and a prospectus supplement dated March 20, 2021 filed with the Securities and Exchange Commission (the “SEC”), pursuant to the Company’s registration statement on Form S-3 (File No. 333-257159), which was declared effective by the SEC on June 25, 2021.   62       In connection with this offering, the Company entered into a Board Observer and Nomination Rights Agreement which provides Heerema (i) a right to appoint one observer to attend meetings of the Company’s Board of Directors (the “Board”) and committees of the Board and, in lieu of such observer right, the right to nominate one individual for election to the Board, and (ii) a right to require the Company to seek stockholder approval of an amendment to the Company’s certificate of incorporation to permit the adoption of an amendment to our bylaws requiring the Board to call a special meeting of stockholders of the Company upon appropriate written request of a stockholder or stockholders of record of the Company owning not less than 20% of the voting power of our then outstanding shares of capital stock (such amendment to our certificate of incorporation, the “Amendment to Permit Stockholders to Call Special Meetings”), subject to and in accordance with the Delaware General Corporation Law. In furtherance of the rights granted regarding the Amendment to Permit Stockholders to Call Special Meetings, the Company has agreed to cause its annual meeting of stockholders for 2022 (the “2022 Annual Meeting”) to be held on or before August 15, 2022 and submit the Amendment to Permit Stockholders to Call Special Meetings for adoption by our stockholders at the 2022 Annual Meeting. This agreement will terminate if and when Heerema and its affiliates collectively hold less than 10% of the outstanding shares of common stock of the Company.   Policies and Procedures with Respect to Related Party Transactions   Our Audit and Risk Committee Charter requires that the Audit and Risk Committee review and approve all related-party transactions between the Company, on the one hand, and directors, officers, employees, consultants, and any of their family members, on the other hand.  In addition, the Company's written Code of Conduct and Ethics and Conflicts of Interest policy provides that no employee, officer or director may use or attempt to use his or her position at the Company to obtain any improper personal benefit for himself or herself, for his or her family, or for any other person.   In order to implement these requirements, the Company requires that, prior to entering into any transaction with the Company, a related party must advise Company management of the potential transaction.  Management will, in turn, provide to the Audit and Risk Committee a description of the material terms of the transaction, including the dollar amount, the nature of the related party's direct or indirect interest in the transaction, and the benefits to be received by the Company from the transaction.  The Audit and Risk Committee may make such other investigations as it considers appropriate under the circumstances.  The Audit and Risk Committee will also consider whether the benefits of the proposed transaction could be obtained by the Company upon better terms from non-related parties, and whether the transaction is one that would be reportable by the Company in our public filings.  The Audit and Risk Committee will then make a determination as to whether the proposed transaction is in the best interests of the Company and should therefore be approved.   Director Independence   Messrs. Courter, Grant, and Hickox and Mses. Echaveste and Webb de Macías have all been affirmatively determined by the Board to be “independent” under all relevant securities and other laws and regulations, including those set forth in SEC and regulations and pertinent listing standards of the NASDAQ Global Market, as in effect from time to time. Immediately following the 2021 Annual Meeting, Mr. Hickox became the Company’s lead independent director, after four years of service in this role by Mr. Grant. The objective of the lead independent director is to further enhance independent board oversight of management and to provide a board liaison to stockholder interests independent of management.   63       The Company's independent directors meet routinely in executive session without the presence of management. Independent directors met in executive session at each regularly scheduled meeting of the Board, at least four (4) times annually, in each case outside the presence of any director who also serves as an executive officer. In addition to regularly scheduled board meetings, the Board of Directors and various committees of the Board regularly meet to receive and discuss operating and financial reports presented by the Chief Executive Officer and other members of management as well as reports by experts and other advisors.   Independence of Committee Members   All standing committees of the Board of Directors are comprised entirely of directors whom the Board has affirmatively determined to be independent, as they meet the objective requirements set forth by the NASDAQ Global Market and the SEC, and each of whom have no relationship, direct or indirect, to the Company other than as stockholders or through their service on the Board.   Each Board committee is chaired by an independent director and maintains a written charter detailing its authority and responsibilities. These charters are reviewed periodically as legislative and regulatory developments and business circumstances warrant, and are available in their entirety on the Company's website at https://www.cadizinc.com/corporate-governance/ and to any stockholder otherwise requesting a copy.     ITEM 14. Principal Accounting Fees and Services   For the fiscal years ended December 31, 2021 and 2020, professional services were performed by PricewaterhouseCoopers LLP.  The Company's Audit and Risk Committee annually approves the engagement of outside auditors for audit services in advance.  The Audit and Risk Committee has also established complementary procedures to require pre-approval of all audit-related, tax and permitted non-audit services provided by PricewaterhouseCoopers LLP, and to consider whether the outside auditors' provision of non-audit services to the Company is compatible with maintaining the independence of the outside auditors.  The Audit and Risk Committee may delegate pre-approval authority to one or more of its members.  Any such fees pre-approved in this manner shall be reported to the Audit and Risk Committee at its next scheduled meeting.  All services described below were pre-approved by the Audit and Risk Committee.   All fees for services rendered by PricewaterhouseCoopers LLP aggregated $422,000 and $424,000 during the fiscal years ended December 31, 2021 and 2020, respectively, and were composed of the following:   Audit Fees.  The aggregate fees accrued by the Company for the audit of the annual financial statements during the fiscal years ended December 31, 2021 and 2020, for reviews of the financial statements included in the Company's Quarterly Reports on Form 10-Q, and for assistance with and review of documents filed with the SEC were $422,000 for 2021 and $424,000 for 2020.   64       Audit Related Fees.  No audit-related fees were billed by PricewaterhouseCoopers LLP to the Company during the fiscal years ended December 31, 2021 and 2020.   Tax Fees.  No tax fees were billed by PricewaterhouseCoopers LLP to the Company during the fiscal years ended December 31, 2021 and 2020.   All Other Fees.  No other fees were billed during the fiscal years ended December 31, 2021 and 2020.   65       PART IV   ITEM 15. Exhibits, Financial Statement Schedules     1. Financial Statements. See Index to Consolidated Financial Statements.         2. Financial Statement Schedule. See Index to Consolidated Financial Statements. ***         3. Exhibits.   The following exhibits are filed or incorporated by reference as part of this Form 10-K.     **3.1 Cadiz Certificate of Incorporation, as amended           *3.2 Cadiz Bylaws, as amended         **3.3 Certificate of Designation of Series 1 Preferred Stock of Cadiz Inc.         **3.4 Certificate of Designation of 8.875% Series A Cumulative Perpetual Preferred Stock of Cadiz Inc.         **4.1 Form of Senior Indenture         **4.2 Form of Subordinated Indenture         **4.3 Deposit Agreement, dated effective as of July 2, 2021, by and among the Company, Continental Stock Transfer & Trust Company, as depositary, and the holders of the depositary receipts issued thereunder.           *4.4 Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934         **4.5 Warrant No. W-1 to Purchase Common Stock of Cadiz Inc. dated as of July 2, 2021         **4.6 Warrant No. W-2 to Purchase Common Stock of Cadiz Inc. dated as of July 2, 2021         **10.1 Limited Liability Company Agreement of Cadiz Real Estate LLC dated December 11, 2003         **10.2 Amendment No. 1, dated October 29, 2004, to Limited Liability Company Agreement of Cadiz Real Estate LLC         **10.3 Amendment No. 2 dated March 5, 2013, to Limited Liability Company Agreement of Cadiz Real Estate LLC         **10.4 Longitudinal Lease Agreement dated September 17, 2008 between Arizona & California Railroad Company and Cadiz Real Estate, LLC         †**10.5 2019 Equity Incentive Plan         **10.6 Form of Option Agreement with Santa Margarita Water District         **10.7 Form of Environmental Processing and Cost Sharing Agreement with Santa Margarita Water District   66         **10.8 Form of Environmental Processing and Cost Sharing Agreement with Three Valleys Municipal Water District         **10.9 Option Agreement with Golden State Water Company dated June 25, 2010         **10.10 Option Agreement with Suburban Water Systems dated October 4, 2010         †**10.11 Letter agreement with Scott S. Slater dated April 12, 2011         †**10.12 Letter agreement with Scott S. Slater dated January 10, 2013         **10.13 Option Agreement with California Water Service Company dated December 1, 2011         **10.14 Form of Memorandum of Understanding by and among Cadiz Inc., County of San Bernardino and Santa Margarita Water District         **10.15 Water Purchase and Sale Agreement among Cadiz Inc., Cadiz Real Estate LLC, Fenner Valley Mutual Water Company and Santa Margarita Water District dated July 31, 2012         **10.16 Groundwater Management, Monitoring, and Mitigation Plan for the Cadiz Valley Groundwater Conservation, Recovery and Storage Project approved by the Santa Margarita Water District and the County of San Bernardino Board of Supervisors effective October 1, 2012         †**10.17 Revised Terms of Engagement with Brownstein Hyatt Farber and Schreck dated January 9, 2013         **10.18 Track Utilization Agreement dated September 16, 2013, between Arizona & California Railroad Company and Cadiz Real Estate LLC         †**10.19 Amended and Restated Employment Agreement between Timothy J. Shaheen and Cadiz Inc. dated June 13, 2014         †**10.20 Amendment No. 1 to Amended and Restated Employment Agreement between Timothy J. Shaheen and Cadiz Inc. dated March 10, 2020         †**10.21 Amendment No. 2 to Amended and Restated Employment Agreement between Timothy J. Shaheen and Cadiz Inc. dated as of May 21, 2020         †**10.22 Employment Agreement between Cadiz Inc. and Stanley E. Speer dated as of May 21, 2020         **10.23 Form of Water Purchase and Sale Agreement, dated as of December 29, 2014, by and between Cadiz Inc. and San Luis Water District   67         **10.24 Amended and Restated Lease Agreement, dated as of February 8, 2016, by and among Cadiz Real Estate LLC, Cadiz Inc. and Fenner Valley Farm, LLC         **10.25 Purchase and Sale Agreement between El Paso Natural Gas Company, LLC, and Cadiz Inc. dated December 31, 2018         **10.26 First Amendment to Purchase and Sale Agreement dated February 3, 2020 by and between El Paso Natural Gas Company, LLC, a Delaware limited liability company and Cadiz Inc., a Delaware corporation         **10.27 Second Amendment to Purchase and Sale Agreement dated December 4, 2020 by and between El Paso Natural Gas Company, LLC, a Delaware limited liability company and Cadiz Inc., a Delaware corporation         **10.28 Limited Liability Company Agreement of SoCal Hemp JV LLC         **10.29 Agricultural Lease dated as of July 31, 2019 between Cadiz Real Estate LLC and SoCal Hemp JV LLC     **10.30 First Amendment to Agricultural Lease, dated as of March 1, 2020, by and between Cadiz Real Estate LLC and SoCal Hemp JV LLC         **10.31 Conversion and Exchange Agreement, dated March 5, 2020, by and between Cadiz Inc. and LC Capital Master Fund, Ltd.         **10.32 Conversion and Exchange Agreement, dated March 5, 2020, by and between Cadiz Inc. and Elkhorn Partners Limited Partnership         **10.33 Registration Rights Agreement, dated March 5, 2020, by and among Cadiz Inc. and the other parties thereto         **10.34 Placement Agent Agreement, dated as of June 2, 2021, by and between Cadiz Inc. and B. Riley Securities, Inc.         **10.35 Underwriting Agreement, dated as of June 29, 2021, by and among the Company and B. Riley Securities, Inc. as representative and the several underwriters named therein         **10.36 Credit Agreement, dated as of July 2, 2021, by and among Cadiz Inc. and Cadiz Real Estate LLC as borrowers, the lenders from time to time party thereto, and B. Riley Securities, Inc., as administrative agent         **10.37 Security Agreement, dated as of July 2, 2021, made by Cadiz Inc., Cadiz Real Estate LLC, in favor of B. Riley Securities, Inc.         **10.38 Deed of Trust, Assignment of Leases and Rents, Security Agreement, Financing Statement and Fixture Filing, dated as of July 2, 2021   68         †**10.39 Employment Agreement between Cadiz Inc. and Susan P. Kennedy dated as of February 4, 2022         †**10.40 Letter from Cadiz Inc. to Keith Brackpool dated as of February 4, 2022         **10.41 Form of Securities Purchase Agreement         **10.42 Form of Boar Observer and Nomination Right Agreement         **10.43 Form of Registration Rights Agreement         *21.1 Subsidiaries of the Registrant         *23.1 Consent of Independent Registered Public Accounting Firm         *31.1 Certification of Scott Slater, Chief Executive Officer of Cadiz Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002         *31.2 Certification of Stanley E. Speer, Chief Financial Officer and Secretary of Cadiz Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002         *32.1 Certification of Scott Slater, Chief Executive Officer of Cadiz Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002         *32.2 Certification of Stanley E. Speer, Chief Financial Officer and Secretary of Cadiz Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002         * 101.INS Inline XBRL Instance Document     * 101.SCH Inline XBRL Taxonomy Extension Schema         * 101.CAL Inline XBRL Taxonomy Extension Calculation         * 101.DEF Inline XBRL Extension Definition         * 101.LAB Inline XBRL Taxonomy Extension Label         * 101.PRE Inline XBRL Taxonomy Extension Presentation         104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)   69         † Management contract or compensatory plan or agreement. * Filed herewith. ** Previously filed. *** All financial statement schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto.     ITEM 16. Form 10-K Summary   None.   70       SIGNATURES   Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.     CADIZ INC.             By: /s/ Scott S. Slater       Scott S. Slater       Chief Executive Officer             Date: March 29, 2022         Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated.   Name and Position   Date        /s/ Susan Kennedy   March 29, 2022 Susan Kennedy, Chair            /s/ Scott S. Slater   March 29, 2022 Scott S. Slater, Chief Executive Officer, President and Director (Principal Executive Officer)            /s/ Stanley E. Speer   March 29, 2022 Stanley E. Speer, Chief Financial Officer      (Principal Financial and Accounting Officer)           /s/ Keith Brackpool   March 29, 2022 Keith Brackpool, Director           /s/ Stephen E. Courter   March 29, 2022 Stephen E. Courter, Director            /s/ Maria Echaveste   March 29, 2022 Maria Echaveste, Director            /s/ Geoffrey T. Grant   March 29, 2022 Geoffrey T. Grant, Director            /s/ Winston H. Hickox   March 29, 2022 Winston H. Hickox, Director           /s/ Carolyn Webb de Macias Carolyn Webb de Macias, Director   March 29, 2022   71       Cadiz Inc. Consolidated Financial Statements     Page     Report of Independent Registered Public Accounting Firm (PCAOB ID Number 238 ) F-2     Consolidated Statements of Operations and Comprehensive Loss for each of the two years in the period ended December 31, 2021 F-4     Consolidated Balance Sheets as of December 31, 2021 and 2020 F-5     Consolidated Statements of Cash Flows for each of the two years in the period ended December 31, 2021 F-6     Consolidated Statements of Stockholders’ Equity (Deficit) for each of the two years in the period ended December 31, 2021 F-7     Notes to the Consolidated Financial Statements F-8     F-1       Report of Independent Registered Public Accounting Firm   To the Board of Directors and Stockholders of Cadiz Inc.   Opinion on the Financial Statements   We have audited the accompanying consolidated balance sheets of Cadiz Inc. and its subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations and comprehensive loss, of stockholders’ equity (deficit) and of cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.    Basis for Opinion   These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.   We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.   Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.   Critical Audit Matters   The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.   F-2       Liquidity Assessment   As described in Note 2 to the consolidated financial statements, management has prepared the Company’s consolidated financial statements on a going concern basis, contemplating the continuity of operations, and the realization of assets and the satisfaction of liabilities in the normal course of business. The Company incurred losses of $31.2 million for the year ended December 31, 2021. The Company had working capital of $10.7 million as of December 31, 2021 and used cash in operations of $15.3 million for the year ended December 31, 2021. As disclosed by management, management assesses whether the Company has sufficient liquidity to fund its costs for the next twelve months from the financial statement issuance date. Management evaluates the Company’s liquidity to determine if there is substantial doubt about the Company’s ability to continue as a going concern. In the preparation of this liquidity assessment, management applies judgment to estimate the projected cash flows of the Company, including the following: (i) projected cash outflows (ii) projected cash inflows and (iii) categorization of expenditures as discretionary versus non-discretionary. The cash flow projections are based on known or planned cash requirements for operating costs as well as planned costs for project development.    The principal considerations for our determination that performing procedures relating to the liquidity assessment is a critical audit matter are the significant judgment by management when assessing whether the Company has sufficient liquidity; this in turn led to a high degree of auditor subjectivity and effort in performing procedures and in evaluating audit evidence relating to management’s liquidity assessment and the estimated (i) projected cash outflows (ii) projected cash inflows and (iii) categorization of expenditures as discretionary versus non-discretionary.    Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included (i) testing management’s process for assessing whether the Company has sufficient liquidity; (ii) evaluating the appropriateness of the projected cash flow model; (iii) testing the completeness and accuracy of the underlying data used in the model; and (iv) evaluating the reasonableness of management’s significant assumptions related to projected cash outflows, projected cash inflows and categorization of expenditures as discretionary versus non-discretionary. Evaluating management’s assumptions related to projected cash outflows, projected cash inflows and categorization of expenditures as discretionary versus non-discretionary involved evaluating whether the assumptions used were reasonable considering (i) current and past performance of the Company; (ii) management’s historical forecasting accuracy; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.       /s/ PricewaterhouseCoopers LLP Los Angeles, California March 29, 2022   We have served as the Company’s auditor since at least 1995. We have not been able to determine the specific year we began serving as auditor of the Company.   F-3     CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS         December 31,   (I n thousands, except per share data)   2021     2020                     Total revenues (rental income)   $ 564     $ 541                     Costs and expenses:                 General and administrative     17,653       11,914   Depreciation     423       381                     Total costs and expenses     18,076       12,295                     Operating loss     ( 17,512 )     ( 11,754 )                   Interest expense, net     ( 11,386 )     ( 11,526 ) Other income     -       33   Loss on extinguishment of debt     ( 1,399 )     ( 12,394 ) Loss before income taxes     ( 30,297 )     ( 35,641 ) Income tax expense     ( 10 )     ( 7 ) Loss from equity-method investments     ( 942 )     ( 2,169 )                   Net loss and comprehensive loss   $ ( 31,249 )   $ ( 37,817 )                   Less: Preferred stock dividend requirements   $ 2,737       -                     Net loss and comprehensive loss applicable to common stock   $ ( 33,986 )   $ ( 37,817 )                   Basic and diluted net loss per common share   $ ( 0.84 )   $ ( 1.11 )                   Basic and diluted weighted-average shares outstanding     40,561       34,188     See accompanying notes to the consolidated financial statements.   F-4     CONSOLIDATED BALANCE SHEETS         December 31,   ($ in thousands, except per share data)   2021     2020                     ASSETS                 Current assets:                 Cash and cash equivalents   $ 10,965     $ 7,290   Restricted Cash     1,288       -   Accounts receivable     270       55   Prepaid expenses and other current assets     691       691   Total current assets     13,214       8,036                     Property, plant, equipment and water programs, net     78,890       53,481   Long-term deposit/prepaid expenses     420       3,000   Equity-method investments     976       1,354   Goodwill     3,813       3,813   Right-of-use asset     3,281       15   Long-term restricted cash     7,603       134   Other assets     4,296       4,530   Total assets   $ 112,493     $ 74,363                     LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                 Current liabilities:                 Accounts payable   $ 286     $ 548   Accrued liabilities     808       674   Current portion of long-term debt     107       51   Warrant derivative liabilities     -       1,847   Dividend payable     1,288       -   Operating lease liabilities     24       15   Total current liabilities     2,513       3,135                     Long-term debt, net     46,477       78,596   Long-term lease obligations with related party, net     18,855       17,183   Long-term operating lease liabilities     3,257       -   Deferred revenue     750       750   Other long-term liabilities     32       -   Total liabilities     71,884       99,664   Stockholders' equity (deficit):                 Preferred stock - $ .01 par value, 100,000 shares authorized at December 31, 2021 and December 31, 2020; shares issued and outstanding – 329 at December 31, 2021 and 7,531 at December 31, 2020     1       1   8.875 % Series A cumulative, perpetual preferred stock - $ .01 par value; 7,500 shares authorized at December 31, 2021 and 0 shares at December 31, 2020; shares issued and outstanding – 2,300 at December 31, 2021 and 0 at December 31, 2020     -       -   Common stock - $ 0.01 par value; 70,000,000 shares authorized at December 31, 2021 and December 31, 2020; shares issued and outstanding: 43,656,169 at December 31, 2021, and 36,902,361 at December 31, 2020     436       368                     Additional paid-in capital     613,572       513,744   Accumulated deficit     ( 573,400 )     ( 539,414 ) Total stockholders' equity (deficit)     40,609       ( 25,301 )                   Total liabilities and stockholders' equitu (deficit)   $ 112,493     $ 74,363     See accompanying notes to the consolidated financial statements.   F-5     CONSOLIDATED STATEMENTS OF CASH FLOWS         For the Year Ended December 31,   ($ in thousands)   2021     2020                                       Cash flows from operating activities:                 Net loss   $ ( 31,249 )   $ ( 37,817 ) Adjustments to reconcile net loss tonet cash used in operating activities:                 Depreciation     423       381   Amortization of debt discount and issuance costs     3,475       1,062   Amortization of right-of-use asset     15       -   Interest expense added to loan principal     4,267       7,270   Interest expense added to lease liability     1,647       1,451   Loss on equity method investments     942       2,169   Loss on debt conversion and extinguishment of debt     1,399       12,394   Compensation charge for stock and share option awards     4,747       2,096   Unrealized gain on warrant derivative liabilities     ( 573 )     ( 139 ) Changes in operating assets and liabilities:                 Accounts receivable     ( 215 )     ( 6 ) Prepaid expenses and other current assets     ( 420 )     ( 305 ) Other assets     234       ( 605 ) Accounts payable     ( 92 )     129   Accrued and other liabilities     126       ( 1,508 )                   Net cash used in operating activities     ( 15,274 )     ( 13,428 )                   Cash flows from investing activities:                 Additions to property, plant and equipment and water programs     ( 22,908 )     ( 5,729 ) Contributions to equity-method investments     ( 564 )     ( 3,109 ) Additions to long-term investments     -       ( 1,000 )                   Net cash used in investing activities     ( 23,472 )     ( 9,838 )                   Cash flows from financing activities:                 Net proceeds from issuance of common stock     32,459       14,767   Net proceeds from the issuance of 8.875% series A cumulative, perpetual preferred stock     54,209       -   Dividend payment     ( 1,449 )     -   Proceeds from the issuance of long-term debt     50,137       150   Issuance costs of long-term debt     ( 2,878 )     -   Principal payments on long-term debt     ( 77,595 )     ( 43 ) Costs for extinguishment of debt     ( 2,525 )     -   Taxes paid related to net share settlement of equity awards     ( 1,184 )     -   Other     4       -                     Net cash provided by financing activities     51,178       14,874                     Net increase (decrease) in cash, cash equivalents and restricted cash     12,432       ( 8,392 )                   Cash, cash equivalents and restricted cash, beginning of period     7,424       15,816                     Cash, cash equivalents and restricted cash, end of period   $ 19,856     $ 7,424     See accompanying notes to the consolidated financial statements.   F-6     CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)         Common Stock     Preferred Stock     8.875% Series A Cumulative Perpetual Preferred Stock     Additional Paid-in     Accumulated     Total Stockholders ’       Shares     Amount     Shares     Amount     Shares     Amount     Capital     Deficit     Equity (Deficit)   Balance as of December 31, 2019     28,480,567     $ 285       -     $ -       -     $ -     $ 419,194     $ ( 501,597 )   $ ( 82,118 )                                                                           Issuance of shares pursuant to ATM offerings     1,508,013       15       -       -       -       -       14,752       -       14,767   Issuance of shares pursuant to bond conversion     5,766,337       57       -       -       -       -       38,843       -       38,900   Reclassification of warrant liability     -       -       -       -       -       -       ( 865 )     -       ( 865 ) Issuance of preferred shares     -       -       10,000       1       -       -       39,735       -       39,736   Conversion of preferred shares to common shares     1,000,068       10       ( 2,469 )     -       -       -       ( 10 )     -       -   Stock-based compensation expense     147,376       1       -       -       -       -       2,095       -       2,096   Net loss and comprehensive loss     -       -       -       -       -       -       -       ( 37,817 )     ( 37,817 ) Balance as of December 31, 2020     36,902,361       368       7,531     $ 1       -     $ -     $ 513,744     $ ( 539,414 )   $ ( 25,301 )                                                                           Issuance of restricted stock units     158,673       1       -       -       -       -       -       -       1   Net settlement for taxes related to equity awards     -       -       -       -       -       -       ( 1,184 )     -       ( 1,184 ) Issuance of shares pursuant to ATM offerings     1,649,318       17       -       -       -       -       18,366       -       18,383   Issuance of shares pursuant to direct offering     1,219,512       12       -       -       -       -       14,062       -       14,074   Conversion of preferred shares to common stock     2,917,167       29       ( 7,202 )     -       -       -       ( 29 )     -       -   Issuance of 8.875 % series A cumulative perpetual preferred shares     -       -       -       -       2,300       -       54,209       -       54,209   Issuance of shares pursuant to exercise of warrants     362,500       4       -       -       -       -       -       -       4   Reclassification of warrant liability     -       -       -       -       -       -       3,179       -       3,179   Issuance of warrants     -       -       -       -       -       -       1,795       -       1,795   Issuance of shares to lenders     363,566       4       -       -       -       -       4,613       -       4,617   Dividends paid and declared on 8.857 % series A cumulative perpetual preferred shares ($ 1,190 per share)     -       -       -       -       -       -       -       ( 2,737 )     ( 2,737 ) Cancellation of stock options to consultants     -       -       -       -       -       -       71       -       71   Stock-based compensation expense     83,072       1       -       -       -       -       4,746       -       4,747   Net loss and comprehensive loss     -       -       -       -       -       -       -       ( 31,249 )     ( 31,249 ) Balance as of December 31, 2021     43,656,169     $ 436       329     $ 1       2,300     $ -     $ 613,572     $ ( 573,400 )   $ 40,609     See accompanying notes to the consolidated financial statements.   F-7     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS   NOTE 1 – DESCRIPTION OF BUSINESS   Cadiz Inc. (“Cadiz” or the “Company”) is a water resources development company and agribusiness committed to sustainable water and farming projects in California.   We own approximately 45,000 acres of land with high-quality, naturally recharging groundwater resources in three areas of Southern California’s Mojave Desert – the Cadiz Valley ( 35,000 acres), Danby Dry Lake ( 2,000 acres), and the Piute Valley ( 9,000 acres) (“Cadiz Property”). Our properties represent a unique private reserve of lands with vested water rights located in a remote area of eastern San Bernardino County that is at the crossroads of major highway, rail, energy, and water infrastructure supplying and delivering necessary resources to communities in California and across the Western United States.   Our properties were primarily assembled by our founders in the early 1980s, relying on NASA imagery that identified a unique desert land position at the base of a vast and topographically diverse Southern California watershed with potential for agricultural and water development. The Cadiz Valley property (“Cadiz Property”) is underlain by extensive, high-quality, naturally recharging groundwater able to support a variety of uses.   Our main objective is to realize the highest and best use of our land, water and related infrastructure assets in an environmentally responsible way. Our present activities are focused on developing our assets to meet growing long-term demand for access to sustainable water supplies and agricultural products. California has systemic water challenges and is not able to ensure that all people in California can reliably access safe-drinking water. We believe that the highest and best use of our assets will be realized by offering a combination of water supply, water storage and agricultural projects in ways that are responsive to California’s resource needs.       NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   Basis of Presentation   The Consolidated Financial Statements of the Company have been prepared on a going concern basis, which contemplates the continuity of operations, the realization of assets and the satisfaction of liabilities in the normal course of business.   The Company incurred losses of $ 31.2 million and $ 37.8 million for the years ended December 31, 2021 and 2020, respectively. The Company had working capital of $ 10.7 million at December 31, 2021 and used cash in operations of $ 15.3 million for the year ended December 31, 2021. The higher loss in 2020 was primarily due to a loss on early extinguishment of debt in the amount of $ 12.4 million, which was a non-cash charge, reflecting the excess of the fair value of new preferred stock issued over the historical book value of the related convertible debt retired pursuant to certain conversion and exchange agreements entered into in March 2020, offset by higher compensation costs in 2021 related to stock-based non cash bonus awards to employees and an increase in general and administrative expenses primarily related to legal fees and technical studies related to putting the Northern Pipeline into use in 2021.   F- 8     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS   Cash requirements during the year ended December 31, 2021 primarily reflect certain administrative costs related to the Company’s water project development efforts, the further development of its land and agricultural assets, including its 50 % equity investment in SoCal Hemp JV LLC, and fees associated with the Company’s refinancing and issuance of preferred stock. The Company’s present activities are focused on development of its assets in ways that meet growing long-term demand for access to sustainable water supplies and agricultural products.   In July 2020, the Company entered into an At Market Issuance Sales Agreement under which the Company could issue and sell shares of its common stock having an aggregate offering price of up to $ 30 million from time to time in an “at-the-market” offering (the “July 2020 ATM Offering”). As of July 2, 2021, the Company had sold the $ 30 million in common stock authorized in the July 2020 ATM Offering through the sale of 2,748,339 shares resulting in aggregate net proceeds of approximately $ 29.2 million.   On June 7, 2021, the Company completed the sale and issuance of 1,219,512 shares of the Company’s common stock to certain institutional investors under a placement agent agreement with B. Riley Securities, Inc. (“BRS”). The shares of common stock were sold at a purchase price of $ 12.30 per share, for an aggregate gross purchase price of approximately $ 15 million. The Company used the net proceeds from this offering together with cash on hand to fund a $ 19 million payment made on June 30, 2021 to complete the acquisition of a 124 -mile extension of its Northern Pipeline.   On June 29, 2021, the Company entered into an Underwriting Agreement with BRS as representative of the several underwriters named therein, to issue and sell an aggregate of 2,000,000 depositary shares (the “Depositary Shares”), as well as up to 300,000 Depositary Shares that may be sold pursuant to the exercise of an option to purchase additional Depositary Shares, each representing 1/1000 th of a share of Series A Preferred Stock (“Depositary Share Offering”). The liquidation preference of each share of Series A Preferred Stock is $ 25,000.00 ($ 25.00 per Depositary Share). The Depositary Share Offering was completed on July 2, 2021 for net proceeds of approximately $ 54 million.   In May 2017, the Company entered into a $ 60 million credit agreement with funds affiliated with Apollo Global Management, LLC (“Apollo”) that replaced and refinanced its then existing $ 45 million senior secured mortgage debt and provided $ 15 million of new senior debt to fund immediate construction related expenditures (“Prior Senior Secured Debt”).  The Company entered into two further agreements with Apollo which provided it with the right, at its option, to extend the maturity of the Prior Senior Secured Debt from its then current maturity of May 25, 2021 to May 25, 2022, and to November 25, 2022, respectively. On May 18, 2021, the Company exercised its first extension option to extend the maturity date to May 25, 2022.   F- 9     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS   On July 2, 2021, the Company entered into a new $ 50 million senior secured credit agreement with lenders party thereto from time to time (“Lenders”) and BRS, as administrative agent for the Lenders (“Current Senior Secured Debt”) (see Note 6 – “Long-Term Debt”). The proceeds of the Current Senior Secured Debt, together with the proceeds from the Depositary Share Offering, were used (a) to repay all our outstanding obligations under the Prior Senior Secured Debt in the amount of approximately $ 77.5 million, (b) to deposit approximately $ 10.2 million into a segregated account, representing an amount sufficient to pre-fund eight quarterly dividend payments on the Series A Preferred Stock underlying the Depositary Shares issued in the Depositary Share Offering, and (c) to pay transaction related expenses. The remaining proceeds will be used for working capital needs and for general corporate purposes. At December 31, 2021, the Company was in compliance with its debt covenants.   The Company may meet its debt and working capital requirements through a variety of means, including extension, refinancing, equity placements, the sale or other disposition of assets, or reductions in operating costs. The covenants in the Current Senior Secured Debt do not prohibit the Company’s use of additional equity financing and allow the Company to retain 100% of the proceeds of any common equity financing.  The Company does not expect the loan covenants to materially limit its ability to finance its water and agricultural development activities.   On March 23, 2022, the Company completed the sale and issuance of 6,857,140 shares of the Company’s common stock to certain institutional and individual investors in a registered direct offering. The shares of common stock were sold at a purchase price of $ 1.75 per share, for aggregate gross proceeds of $ 12 million and aggregate net proceeds of approximately $ 11.8 million. The proceeds will be used for working capital needs and for general corporate purposes. See Note 14 – "Subsequent Events".   Management assesses whether the Company has sufficient liquidity to fund its costs for the next twelve months from the financial statement issuance date. Management evaluates the Company’s liquidity to determine if there is a substantial doubt about the Company’s ability to continue as a going concern. In the preparation of this liquidity assessment, management applies judgement to estimate the projected cash flows of the Company including the following: (i) projected cash outflows (ii) projected cash inflows and (iii) categorization of expenditures as discretionary versus non-discretionary. The cash flow projections are based on known or planned cash requirements for operating costs as well as planned costs for project development.     Limitations on the Company’s liquidity and ability to raise capital may adversely affect it. Sufficient liquidity is critical to meet the Company’s resource development activities. Although the Company currently expects its sources of capital to be sufficient to meet its near-term liquidity needs, there can be no assurance that its liquidity requirements will continue to be satisfied. If the Company cannot raise needed funds, it might be forced to make substantial reductions in its operating expenses, which could adversely affect its ability to implement its current business plan and ultimately impact its viability as a company.   Principles of Consolidation   The consolidated financial statements include the accounts of Cadiz Inc. and all subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. We apply the equity method of accounting for investments in which we have significant influence but not a controlling interest.   F- 10     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS   Use of Estimates in Preparation of Financial Statements   The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In preparing these financial statements, management has made estimates with regard to goodwill and other long-lived assets, stock compensation and deferred tax assets. Actual results could differ from those estimates.   Revenue Recognition   The Company recognizes rental income through its agricultural leases with Fenner Valley Farms LLC and SoCal Hemp JV LLC.   Stock-Based Compensation   General and administrative expenses include $ 4.7 million and $ 2.1 million of stock-based compensation expenses in the years ended December 31, 2021 and 2020, respectively.   Stock-based compensation is generally based upon grants of stock awards and restricted stock units (“RSU”) to its employees and consultants under the 2019 Equity Incentive Plan. For stock awards or RSUs granted, the Company determines the fair value of the stock award or RSU at the date of the grant and recognizes the compensation expense over the vesting period. For RSUs which vest upon completion of certain milestones, the fair value of the RSU is recognized when it is probable that the milestone will be achieved.    Net Loss Per Common Share   Basic net loss per share is computed by dividing the net loss applicable to common stock by the weighted-average common shares outstanding. Options, restricted stock units, convertible debt, convertible preferred shares and warrants were not considered in the computation of net loss per share because their inclusion would have been antidilutive. Had these instruments been included, the fully diluted weighted average shares outstanding would have increased by approximately 3,000,000 shares and 2,956,000 shares for the years ended December 31, 2021 and 2020, respectively.   Property, Plant, Equipment and Water Programs   Property, plant, equipment and water programs are stated at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, generally ten to forty-five years for land improvements and buildings, and five to fifteen years for machinery and equipment. Leasehold improvements are amortized over the shorter of the term of the relevant lease agreement or the estimated useful life of the asset.   F- 11     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS   Water rights, storage and supply programs are stated at cost. Certain costs directly attributable to the development of such programs have been capitalized by the Company. These costs, which are expected to be recovered through future revenues, consist of direct labor, drilling costs, consulting fees for various engineering, hydrological, environmental and additional feasibility studies, and other professional and legal fees. We have not commenced depreciation of these assets as they are not yet in service. While interest on borrowed funds is currently expensed, interest costs related to the construction of water project facilities will be capitalized at the time construction of these facilities commences.   Goodwill   As a result of a merger in May 1988 between two companies which eventually became known as Cadiz Inc., goodwill in the amount of $ 7,006,000 was recorded.  Approximately $ 3,193,000 of this amount was amortized prior to the adoption of Accounting Standards Codification 350, “Intangibles – Goodwill and Other” (“ASC 350” ) on January 1, 2002.  Since the adoption of ASC 350, there have been no goodwill impairments recorded. The Cadiz reporting unit to which $ 3.8 million of goodwill is allocated had a positive carrying amount on December 31, 2021, and a negative carrying amount in 2020.   As the Company uses the market approach to assess impairment, its common stock price is an important component of the fair value calculation. If the Company’s stock price continues to experience significant price declines, this will impact the fair value of the reporting unit and could lead to potential impairment charges in future periods. Accordingly, no assurances can be given that the Company will not record an impairment loss on goodwill in the future.   Deferred Financing Costs   Deferred loan costs represent costs incurred to obtain debt financing.  Such costs are amortized over the life of the related loan using the effective interest method, and are presented as a reduction of long-term debt.  Deferred loan costs were $ 2.3 million and $ 0.8 million as of December 31, 2021 and 2020, respectively.    Impairment of Goodwill and Long-Lived Assets   The Company assesses long-lived assets, excluding goodwill, for recoverability whenever events or changes in circumstances indicate that their carrying value may not be recoverable through the estimated undiscounted future cash flows resulting from the use of the assets. If it is determined that the carrying value of long-lived assets may not be recoverable, the potential impairment charge is measured by using the projected discounted cash-flow method. No impairment charge was recorded during the current fiscal year.   The Company performs an annual impairment test to identify potential goodwill impairment and measure the amount of a goodwill impairment loss to be recognized (if any).  In performing the impairment test, we have the option to first assess qualitative factors to determine whether it is necessary to perform a quantitative assessment for goodwill impairment.  If the qualitative assessment indicates that it is more-likely-than- not that the fair value of the reporting unit is less than its carrying value, we perform a quantitative assessment.   F- 12     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS   This impairment assessment is performed at least annually in the fourth quarter.  An impairment loss will be recognized for the amount by which the reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill in that reporting unit.  In our annual impairment analysis for the fourth quarter 2021, the goodwill was evaluated utilizing a qualitative assessment.  Based on this assessment, we determined that the fair value of the reporting unit was more-likely-than- not greater than its respective carrying value; therefore, no impairment charge was recorded during the current fiscal year.   Income Taxes   Income taxes are provided for using an asset and liability approach which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and tax bases of assets and liabilities at the applicable enacted tax rates. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized.   Fair Value of Financial Instruments   Financial assets with carrying values approximating fair value include cash and cash equivalents and accounts receivable. Financial liabilities with carrying values approximating fair value include accounts payable and accrued liabilities due to their short-term nature. The carrying value of the Company’s secured debt approximates fair value, based on interest rates available to the Company for debt with similar terms. See Note 6 – “Long-Term Debt”, for discussion of fair value of debt.   SoCal Hemp JV   On July 31, 2019, SoCal Hemp JV LLC (the “JV”) was created by Cadiz Real Estate LLC (a fully owned subsidiary of Cadiz Inc.) and SoCal Hemp Co., LLC (a fully owned subsidiary of Glass House Brands, Inc., which is an unrelated company to Cadiz Inc.) when the two parties entered into a Limited Liability Company Agreement (“LLC Agreement”). The JV is 50% owned by Cadiz Real Estate LLC and 50 % owned by SoCal Hemp Co., LLC ("SCHCO"). Pursuant to the LLC Agreement, the JV profits and losses are allocated to the members based on their ownership share. The Company accounts for its investment in the JV using the equity method of accounting.   The carrying value of the investment was $ 1.0 million at December 31, 2021, and $ 1.4 million at December 31, 2020. During 2021, the Company made contributions to the JV of $ 0.8 million, offset by $ 0.2 million in repayments by SCHCO to the Company for their share of initial costs which was funded by the Company under the LLC Agreement, and recorded $ 1.0 million of losses. The losses resulted from a determination to write-off the cost of the 2021 plantings due to the continued significant reduced market price for hemp biomass experienced in 2021 due to an oversupply of product in the marketplace.   Supplemental Cash Flow Information   During the year ended December 31, 2021, approximately $ 2.6 million in interest payments on the Company’s senior secured debt was paid in cash. There are no scheduled principal payments due on the Current Senior Secured Debt prior to its maturity.   F- 13     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS   On May 18, 2021, the Company exercised its first extension option to extend the maturity date of the Prior Senior Secured Debt from May 25, 2021 to May 25, 2022 ( “First Option Election Notice”). At the time of the First Option Election Notice, the Company paid an extension option fee equal to 1 % of the aggregate amount of the accreted loan value as of the date of such notice (“Extension Option Fee”). The Extension Option Fee was payable in cash or in shares of the Company’s common stock, at the option of the Company in its sole discretion. The Company opted to pay the Extension Option Fee in common stock, and as a result issued 64,356 shares of common stock to its lenders.   In conjunction with the closing of an assignment and assumption agreement (see Note 6  – “Long-Term Debt”), on July 2, 2021, the Company issued 299,210 shares of the Company’s common stock to Apollo related to the repayment of the Prior Senior Secured Debt.   At December 31, 2021, accruals for cash dividends payable on the Series A Preferred Stock was $ 1.29 million (see Note 8 – “Common and Preferred Stock”). The cash dividends were paid on January 18, 2022.   At December 31, 2021, accruals for purchases of PP&E received was approximately $ 196 thousand, and are expected to be paid in the first fiscal quarter of 2022.   The balance of cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows is comprised of the following:   Cash, Cash Equivalents and Restricted Cash   December 31, 2021     December 31, 2020   (in thousands)                                   Cash and Cash Equivalents   $ 10,965     $ 7,290   Restricted Cash     1,288       -   Long-Term Restricted Cash     7,603       134   Cash, Cash Equivalents and Restricted Cash in the Consolidated Statement of Cash Flows   $ 19,856     $ 7,424     The restricted cash amounts primarily represent funds deposited into a segregated account, representing an amount sufficient to pre-fund quarterly dividend payments on Series A Preferred Stock underlying the Depositary Shares issued in the Depositary Share Offering through approximately July 2023.    Cash payments for income taxes were $ 10 thousand and $ 7 thousand for the years ended December 31, 2021 and 2020, respectively.   F- 14     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS   Recent Accounting Pronouncements   Accounting Guidance Not Yet Adopted   In June 2016, FASB issued an accounting standards update which introduces new guidance for the accounting for credit losses on certain financial instruments. This update is effective for fiscal years beginning after December 15, 2022, and for interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing this new guidance and expects this new standard will not have a material impact on the consolidated financial statements.   Accounting Guidance Adopted   In December 2019, FASB issued an accounting standards update which reduces complexity in accounting standards by removing certain exceptions to the general principles in Topic 740. This update is effective for fiscal years beginning after December 15, 2020, and for interim periods within those fiscal years, with early adoption permitted. The adoption of this new standard on January 1, 2021 had no impact on the Company’s consolidated financial statements.   In August 2020, the FASB issued an accounting standards update which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP (“ASU 2020 - 6” ). Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features. ASU 2020 - 06 also removes certain settlement conditions required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to be eligible for it. The ASU also simplifies the diluted earnings per share (EPS) calculation in certain areas.  ASU 2020 - 06 is effective for public business entities, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted for annual reporting periods beginning after December 15, 2020.  The Company early adopted the provisions of ASU 2020 - 06 effective January 1, 2021, on the modified retrospective transition method, to take advantage of the removal of certain conditions required for equity contracts to qualify for the derivative scope exception.  Adopting ASU 2020 - 06 did not result in a cumulative impact of adoption during the year ended December 31, 2021.     NOTE 3 – PROPERTY, PLANT, EQUIPMENT AND WATER PROGRAMS   Property, plant, equipment and water programs consist of the following (dollars in thousands):   F- 15     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS       December 31,       2021     2020                     Land and land improvements   $ 27,548     $ 26,798   Water programs     28,784       28,323   Pipeline     22,087       -   Buildings     1,599       1,576   Leasehold improvements     570       570   Furniture and fixtures     461       461   Machinery and equipment     2,200       2,029   Construction in progress     3,128       788         86,377       60,545   Less accumulated depreciation     ( 7,487 )     ( 7,064 )                       $ 78,890     $ 53,481     On June 30, 2021, the Company recorded the acquisition of a 124 -mile pipeline (“Northern Pipeline”).  Depreciation on the Northern Pipeline will commence when construction is completed and required permits are secured in order to use the facility for the conveyance of water.   Land and land improvements primarily include land acquisitions, well development, irrigation systems and other related land infrastructure.  Water programs primarily include costs directly attributable to the Company’s water project development efforts, including consulting fees for various engineering, hydrological, environmental and additional feasibility studies, and other professional and legal fees.    Depreciation expense on land improvements, buildings, leasehold improvements, machinery and equipment and furniture and fixtures was $ 423 thousand and $ 381 thousand for the twelve months ended December 31, 2021 and 2020, respectively.     NOTE 4 – OTHER ASSETS   Other assets include the following (dollars in thousands):       December 31,       2021     2020                     Prepaid rent   $ 4,296     $ 4,110     Prepaid rent primarily consists of fees incurred to obtain the rights-of-way for the Water Project. Amortization of prepaid rent was approximately $ 115,000 for each of the years ended December 31, 2021 and 2020.   F- 16     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS   NOTE 5 – ACCRUED LIABILITIES   At December 31, 2021 and 2020, accrued liabilities consist of the following (dollars in thousands):       December 31,       2021     2020                     Payroll, bonus, and benefits   $ 41     $ 240   Legal and consulting     371       104   Well development     113       113   Other accrued expenses     283       217       $ 808     $ 674         NOTE 6 – LONG-TERM DEBT   At December 31, 2021 and 2020, the carrying amount of the Company’s outstanding debt is summarized as follows (dollars in thousands):       December 31,       2021     2020                     New senior secured debt due July 2, 2024                 Interest rate of 7% per annum   $ 50,000     $ -   Prior senior secured debt due May 25, 2021                 Interest accrues at 8% per annum     -       78,861   Other loans     171       152   Debt discount and debt issuance costs, net of accumulated accretion     ( 3,587 )     ( 366 ) Total outstanding long-term debt     46,584       78,647                     Less current portion     107       51                     Total outstanding debt   $ 46,477     $ 78,596     The carrying value of the Company’s Senior Secured Debt approximates fair value. The fair value of the Company’s Senior Secured Debt (Level 2 ) is determined based on an estimation of discounted future cash flows of the debt at rates currently quoted or offered to the Company by its lenders for similar debt instruments of comparable maturities by its lenders.   Pursuant to the Company’s loan agreements, annual maturities of long-term debt outstanding on December 31, 2021, are as follows:   F- 17     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS   Year Ending December 31   ($ in thousands)             2022   $ 107   2023     38   2024     50,026   2025     -   2026+     -   Total   $ 50,171       In March 2020, the Company entered into an agreement that provided it the right, at its option, to extend the contractual May 25, 2021 maturity of the Prior Senior Secured Debt to May 25, 2022.  On March 24, 2021, the Company entered into an additional agreement which provided it the right, at its option, to further extend the maturity date of its the Prior Senior Secured Debt to November 25, 2022. The fee to acquire this second extension option was the adjustment of the exercise price of 362,500 warrants held by Apollo from $ 6.75 to $ 0.01 (“Warrant Modification”).   As a result of the Warrant Modification, the Company reclassified the carrying value of the warrant prior to the modification from a warrant liability in the amount of $ 1.3 million to additional paid-in capital. In addition, the Company recorded debt issuance costs in the amount of $ 1.9 million, which was the increase in fair value of the warrant at the time of the modification, with a corresponding adjustment to additional paid-in capital. On May 10, 2021, Apollo exercised all of its 362,500 warrants, which allowed them to purchase 362,500 shares of common stock at $ 0.01 per share. For the year ended December 31, 2021, the Company recognized a gain of $ 573 thousand related to the remeasurement of the warrant liability prior to the Warrant Modification.   On May 18, 2021, the Company exercised its first extension option to extend the maturity date of the Prior Senior Secured Debt to May 25, 2022 ( “First Option Election Notice”). At the time of the First Option Election Notice, the Company was required to pay an extension option fee equal to 1 % of the aggregate amount of the accreted loan value as of the date of such notice (“Extension Option Fee”). The Extension Option Fee was payable in cash or in shares of the Company’s common stock, at the option of the Company in its sole discretion. The Company opted to pay the Extension Option Fee in common stock, and as a result issued 64,356 shares of common stock to Apollo.   On June 28, 2021, an affiliate of BRS entered into an assignment and assumption agreement (“Assignment”) whereby it agreed to purchase all outstanding obligations under the Company’s Prior Senior Secured Debt for $ 77.5 million. This Assignment closed on July 2, 2021. In conjunction with the closing of the Assignment, the Company issued 299,210 shares of the Company’s common stock to Apollo.   F- 18     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS   On July 2, 2021, the Company entered into a new $ 50 million senior secured credit agreement (“Credit Agreement”) with Lenders and BRS, as administrative agent for the Lenders (“Current Senior Secured Debt”). The Current Senior Secured Debt will mature on July 2, 2024, unless the maturity is accelerated subject to the terms of the Credit Agreement. Interest is paid quarterly beginning on September 30, 2021 at a rate of seven percent per annum.  The obligations under the Current Senior Secured Debt are secured by substantially all of the Company’s assets on a first -priority basis. In connection with any repayment or prepayment of the debt, the Company is required to pay a repayment fee equal to the principal amount being repaid or prepaid, multiplied by (i) 0.0 %, if such repayment or prepayment is made prior to the six -month anniversary of the closing of the debt, (ii) 2.0 %, if such repayment or prepayment is made on or after the six -month anniversary of the closing of the debt and prior to the eighteen -month anniversary of the closing of the debt, (iii) 4.0 %, if such repayment or prepayment is made on or after the eighteen -month anniversary of the closing of the debt and prior to the thirty -month anniversary of the closing of the debt, and (iii) 6.0 %, if such repayment or prepayment is made at any time after the thirty -month anniversary of the closing of the debt. At any time, the Company will be permitted to prepay the principal of the debt, in whole or in part, provided that such prepayment is accompanied by any accrued interest on such principal amount being prepaid plus the applicable repayment fee described above.   In the event of certain asset sales, the incurrence of indebtedness or a casualty or condemnation event, in each case, under certain circumstances as described in the Credit Agreement, the Company will be required to use a portion of the proceeds to prepay amounts under the debt. In the event of any additional issuance of depositary receipts (“Depositary Receipts”) representing interests in shares of 8.875 % Series A Cumulative Perpetual Preferred Stock (“Series A Preferred Stock”) by the Company, the Company will be required to, within five business days after the receipt of the net cash proceeds, apply (i) 25 %, in the case of an issuance within six months of the closing of the debt, (ii) 50 %, in the case of any issuance immediately following the six months anniversary of the closing of the debt and up to and including the one year anniversary of the closing of the debt and (iii) 75 %, in the case of any issuance anytime thereafter, of the net cash proceeds to prepay amounts due under the debt (including the applicable repayment fee described above).    The Credit Agreement includes customary affirmative and negative covenants, including delivery of financial statements and other reports. The negative covenants limit the ability of the Company to, among other things, incur debt, incur liens, make investments, sell assets, pay dividends and enter into transactions with affiliates. In addition, the Credit Agreement includes customary events of default and remedies.   While any amount remains outstanding under the debt, the Lenders will have the right to convert the outstanding principal, plus unpaid interest, on the debt into Depositary Receipts at the per share exchange price of $ 25.00 , as follows:     ● on or before the 12 -month anniversary of the closing of the debt, up to 25 % of the outstanding principal and unpaid interest on the debt may be exchanged into Depositary Receipts;     ● at any time after the 12 -month anniversary of the closing of the debt, and on or before the 18 -month anniversary of the closing of the debt, up to 50 % of the principal and unpaid interest on the debt may be exchanged into Depositary Receipts;   F- 19     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS     ● at any time after the 18 -month anniversary of the closing of the debt, and on or before the 24 -month anniversary of the closing of the debt, up to 75 % of the principal and unpaid interest on the debt may be exchanged into Depositary Receipts; and     ● at any time after the 24 -month anniversary of the closing of the debt, up to 100 % of the principal and unpaid interest on the debt may be exchanged for Depositary Receipts.   The proceeds of the Current Senior Secured Debt were used, together with the proceeds received from the Depositary Share Offering, (a) to repay all of the Company’s outstanding obligations under the Prior Senior Secured Debt, (b) to deposit approximately $ 10.2 million into a segregated account, representing an amount sufficient to pre-fund eight quarterly dividend payments on the Series A Preferred Stock underlying the Depositary Shares issued in the Depositary Share Offering, and (c) to pay transaction related expenses. The remaining proceeds will be used for working capital needs and for general corporate purposes. In addition, the Company incurred approximately $ 2.9 million in legal and advisory fees which was recorded as additional debt discount and is being amortized over the term of the Current Senior Secured Debt.   In connection with the issuance of the Current Senior Secured Debt, on July 2, 2021 ( the “Original Issue Date”) the Company issued to the Lenders two warrants (“A Warrants” and “B Warrants”), each granting an option to purchase 500,000 shares of our common stock (collectively, the “Warrants”). The A Warrants may be exercised any time prior to July 2, 2024 ( the “Expiration Date”) and have an exercise price of $ 17.38 equal to 120 % of the closing price per share of our common stock on the Original Issue Date. The B Warrants may be exercised in the period from 180 days after the Original Issue Date to the Expiration Date and have an exercise price of $ 21.72 equal to 150 % of the closing price of our common stock on the Original Issue Date.   As a result of the issuance of the Warrants, which met the criteria for equity classification under applicable GAAP, the Company recorded additional paid-in capital in the amount of $ 1.9 million which was the fair value of the Warrants on the issuance date. In addition, the fair value of the Warrants was recorded as debt discount and is being amortized over the term of the Current Senior Secured Debt.     NOTE 7 – INCOME TAXES   Deferred taxes are recorded based upon differences between the financial statement and tax basis of assets and liabilities and available carryforwards. Temporary differences and carryforwards which gave rise to a significant portion of deferred tax assets and liabilities as of December 31, 2021 and 2020 are as follows (dollars in thousands):   F- 20     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS       December 31,       2021     2020                     Deferred tax assets:                 Net operating losses   $ 64,418     $ 75,303   Fixed asset basis difference     4,566       4,555   Contributions carryover     38       32   Deferred compensation     1,502       1,289   Accrued liabilities and others     333       303                     Total deferred tax assets     70,857       81,482                     Valuation allowance for deferred tax assets     ( 70,857 )     ( 81,482 )                   Net deferred tax asset   $ -     $ -     The valuation allowance decreased $ 10,625,000 in 2021 and increased $ 5,334,000 in 2020. The change in deferred tax assets resulted from current year net operating losses and changes to future tax deductions resulting from expiring net operating losses, terms of stock compensation plans, fixed assets, and accrued liabilities.   As of December 31, 2021, the Company had net operating loss (NOL) carryforwards of approximately $328 million for federal income tax purposes and $263 million for California income tax purposes. Such carryforwards expire in varying amounts through the year 2038 and 2041 for federal and California purposes, respectively. For federal losses arising in tax years ending after December 31, 2017, the NOL carryforwards are allowed indefinitely. Use of the carryforward amounts is subject to an annual limitation as a result of a previous ownership change and an ownership change that occurred in June of 2021.   As of December 31, 2021, the Company possessed unrecognized tax benefits totaling approximately $ 0.9 million. None of these, if recognized, would affect the Company's effective tax rate because the Company has recorded a full valuation allowance against these tax assets.   The Company's tax years 2018  through 2021 remain subject to examination by the Internal Revenue Service, and tax years 2017 through 2021 remain subject to examination by California tax jurisdictions. In addition, the Company's loss carryforward amounts are generally subject to examination and adjustment for a period of three years for federal tax purposes and four years for California purposes, beginning when such carryovers are utilized to reduce taxes in a future tax year.   A reconciliation of the income tax benefit to the statutory federal income tax rate is as follows (dollars in thousands):   F- 21     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS       2021     2020                     Expected federal income tax benefit at 21%   $ ( 6,560 )   $ ( 7,940 ) Increase (decrease) in valuation allowance     ( 8,530 )     3,617   State income tax     10       7   Expiring carryforwards     14,260       1,547   Non-deductible expenses and other     830       2,776                     Income tax expense   $ 10     $ 7     Because it is more likely than not that the Company will not realize its net deferred tax assets, it has recorded a full valuation allowance against these assets. Accordingly, no deferred tax asset has been recorded in the accompanying balance sheet.     NOTE 8 – COMMON AND PREFERRED STOCK   Common Stock   The Company is authorized to issue 70 million shares of Common Stock at a $ 0.01 par value. As of December 31, 2021, and December 31, 2020, the Company had 43,656,169 and 36,902,361 shares issued and outstanding, respectively.   In January 2013, the Company revised its then existing agreement with the law firm of Brownstein Hyatt Farber Schreck LLP (“Brownstein”), a related party.  Under this agreement, the Company is to issue up to a total of 400,000 shares of the Company’s common stock, with 200,000 shares earned to date and 100,000 shares to be earned upon the achievement of each of two remaining milestones as follows:     ■ 100,000 shares earned upon the signing of binding agreements for more than 51 % of the Water Project’s annual capacity, which is not yet earned; and     ■ 100,000 shares earned upon the commencement of construction of all of the major facilities contemplated in the Final Environmental Impact Report necessary for the completion and delivery of the Water Project, which is not yet earned.   All shares earned upon achievement of any of the remaining two milestones will be payable three years from the date earned.     Additionally, the Company incurred direct expenses to Brownstein of approximately $ 2.2  million and $ 1.5 million in 2021 and 2020, respectively.   F- 22     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS   Series 1 Preferred Stock   The Company has issued a total of 10,000 shares of Series 1 Preferred Stock (“Series 1 Preferred Stock”) to certain holders (“Holders”) under certain conversion and exchange agreements entered into in March 2020. Each share of Series 1 Preferred Stock is convertible at any time at the option of the Holder into 405.05 shares of Common Stock. As of December 31, 2021, Holders of Series 1 Preferred Stock exercised their option to convert 9,671 shares of Series 1 Preferred Stock into 3,917,235 shares of Common Stock. The Company has 329 shares of Series 1 Preferred Stock issued and outstanding as of December 31, 2021.   Series A Preferred Stock   On June 29, 2021, the Company entered into an Underwriting Agreement with BRS as representative of the several underwriters named there, to issue and sell an aggregate of 2,000,000 depositary shares (the “Depositary Shares”), as well as up to 300,000 Depositary Shares that may be sold pursuant to the exercise of an option to purchase additional Depositary Shares (“Depositary Share Offering”), each representing 1/1000 th of a share of the 8.875 % Series A Cumulative Perpetual Preferred Stock (the “Series A Preferred Stock”). The Depositary Share Offering was completed on July 2, 2021 for net proceeds of approximately $ 54 million.   On July 1, 2021, the Company filed the Certificate of Designation (“Certificate of Designation”) for the Series A Preferred Stock with the Secretary of State of the State of Delaware, which became effective upon acceptance for record. The Certificate of Designation classified a total of 7,500 shares of the Company’s authorized shares of preferred stock, $ 0.01 par value per share, as Series A Preferred Stock.   As set forth in the Certificate of Designation, the Series A Preferred Stock will rank, as to dividend rights and rights upon the Company’s liquidation, dissolution or winding up: (i) senior to Common Stock of the Company; (ii) junior to the Series 1 Preferred Stock with respect to the distribution of assets upon the Company’s voluntary or involuntary liquidation, dissolution or winding up; (iii) senior to the Series 1 Preferred Stock with respect to the payment of dividends and (iv) effectively junior to all the Company’s existing and future indebtedness (including indebtedness convertible into Common Stock or preferred stock) and to the indebtedness and other liabilities of (as well as any preferred equity interests held by others in) the Company’s existing or future subsidiaries.   Holders of Series A Preferred Stock, when and as authorized by the Company’s Board of Directors, are entitled to cumulative cash dividends at the rate of 8.875 % of the $ 25,000.00 ($ 25.00 per Depositary Share) liquidation preference per year (equivalent to $ 2,218.75 per share per year or $ 2.21875 per Depositary Share per year). Dividends will be payable quarterly in arrears, on or about the 15th of January, April, July and October, beginning on or about October  15, 2021. As of December 31, 2021, the Company has paid cash dividends in the amount of $ 1,449,000 . On December 27, 2021, the Company’s Board of Directors declared that holders of Series A Preferred stock will receive a cash dividend equal to $ 560.00 per whole share; therefore, holders of Depositary Shares will receive a cash dividend equal to $ 0.56 per Depositary Share. The dividend was paid on January 18, 2022 to respective holders of record at of the close of business on January 6, 2022.   F- 23     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS   At the issuance of the Series A Preferred Stock, the Company pre-funded eight quarterly payments through July 2023 in a segregated account which appears as Restricted Cash on the Balance Sheet. Dividends on the Series A Preferred Stock underlying the depositary shares will continue to accumulate whether or not (i) any of our agreements prohibit the current payment of dividends, (ii) we have earnings or funds legally available to pay the dividends, or (iii) our Board of Directors does not declare the payment of the dividends.   Holders of depositary shares representing interests in the Series A Preferred Stock generally will have no voting rights. However, if we do not pay dividends on any outstanding shares of Series A Preferred Stock for six or more quarterly dividend periods (whether or not declared or consecutive), holders of the Series A Preferred Stock (voting separately as a class with all other outstanding series of preferred stock upon which like voting rights have been conferred and are exercisable) will be entitled to elect two additional directors to the Board of Directors to serve until all unpaid dividends have been fully paid or declared and set apart for payment.   On and after July 2, 2026, the shares of Series A Preferred Stock will be redeemable at the Company’s option, in whole or in part, at a redemption price equal to $ 25,000.00 per share ($ 25.00 per Depositary Share), plus any accrued and unpaid dividends. Furthermore, upon a change of control or delisting event (each as defined in the Certificate of Designation), the Company will have a special option to redeem the Series A Preferred Stock at $ 25,000.00 per share ($ 25.00 per Depositary Share), plus any accrued and unpaid dividends.   Shares of Series A Preferred Stock are convertible into shares of Common Stock if, and only if, a change of control or delisting event (each as defined in the Certificate of Designation) has occurred, and the Company has not elected to redeem the Series A Preferred Stock prior to the applicable conversion date.  Upon any conversion, each share of Series A Preferred Stock will be converted into that number of shares of Common Stock equal to the lesser of (i) the quotient obtained by dividing (A) the sum of ( x ) the $ 25,000 liquidation preference per share plus (y) the amount of an accrued and unpaid dividends to, but not including, the conversion date by (B) the Common Stock Purchase Price (as defined in the Certificate of Designation), and (ii) 3,748.13 (the “Share Cap”), subject to certain adjustments.   The Company has 2,300 shares of Series A Preferred Stock issued and outstanding as of December 31, 2021.     NOTE 9 – STOCK-BASED COMPENSATION PLANS AND WARRANTS   The Company has issued options and has granted stock awards pursuant to its 2009 Equity Incentive Plan and 2019 Equity Incentive Plan, as described below.   F- 24     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS   2009 Equity Incentive Plan   The 2009 Equity Incentive Plan was approved by stockholders at the 2009 Annual Meeting. The plan provides for the grant and issuance of up to 850,000 shares and options to the Company’s employees and consultants. The plan became effective when the Company filed a registration statement on Form S- 8 on December 18, 2009. All options issued under the 2009 Equity Incentive Plan had a ten -year term with vesting periods ranging from issuance date to 24 months.   2019 Equity Incentive Plan   The 2019 Equity Incentive Plan was approved by stockholders at the July 10, 2019 Annual Meeting. The plan provides for the grant and issuance of up to 1,200,000 shares and options to the Company’s employees, directors and consultants.   Effective July 1, 2021, under the 2019 Equity Incentive Plan, each outside director receives $ 75,000 of cash compensation and receives a deferred stock award consisting of shares of the Company’s common stock with a value equal to $ 25,000 on June 30 of each year. The award accrues on a quarterly basis, with $ 18,750 of cash compensation and $ 6,250 of stock earned for each fiscal quarter in which a director serves.  The deferred stock award vests automatically on the January 31 that first follows the award date.    Stock Options to Directors, Officers and Consultants   The Company had no options outstanding under either of the above plans as of December 31, 2021.   For officers and employees of the Company, the fair value of each option granted under the plans was estimated on the date of grant using an option-pricing model.            The risk-free interest rate is assumed to be equal to the yield of a U.S. Treasury bond of comparable maturity, as published in the Federal Reserve Statistical Release for the relevant date. The expected life estimate is based on an analysis of the employees receiving option grants and the expected behavior of each employee. The expected volatility is derived from an analysis of the historical volatility of the trading price per share of the Company’s common stock on the NASDAQ Global Market. The Company does not anticipate that it will pay dividends to common stockholders in the future.   The Company recognized no stock-option-related compensation costs for the years ended December 31, 2021 and 2020 relating to these options. No stock options were exercised during 2021.   No options were granted in 2021 and 2020. A summary of option activity under the plans as of December 31, 2021, and changes during the year ended December 31, 2020 are presented below:   F- 25     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS       Shares     Weighted- Average Exercise Price       Average Remaining Contractual Term       Aggregate Intrinsic Value ($000 ’ s)                                     Outstanding at January 1, 2020     492,500     $ 11.66       0.3     $ 3,834   Granted     -     $ -                   Forfeited, Expired or canceled     377,500     $ 11.50             $ 2,915   Exercised     -     $ -                                                     Outstanding at December 31, 2020     115,000     $ 12.17       0.4     $ 919   Granted     -     $ -                   Forfeited, Expired or canceled     115,000     $ 12.17             $ 919   Exercised     -     $ -                                                     Outstanding at December 31, 2021     -     $ -       0.0     $ -                                     Options exercisable at December 31, 2021     -     $ -       0.0     $ -                                     Weighted-average years of remaining contractual life of options outstanding at December 31, 2021     0.0                             Stock Awards to Directors, Officers, Consultants and Employees   The Company has granted stock awards pursuant to its 2019 Equity Incentive Plan.   Of the total 1,200,000 shares reserved under the 2019 Equity Incentive Plan, 1,120,292 shares and restricted stock units (“RSUs”) have been awarded to the Company directors, employees and consultants as of December 31, 2021. Of the 1,120,292 shares and RSUs awarded, 14,243 shares were awarded to the Company’s directors for services performed during the plan year ended June 30, 2021. These shares vested and were issued on January 31, 2022. 850,000 RSUs were granted to employees in April 2021 as long-term equity incentive awards ( “April 2021 RSU Grant”). Of the 825,000 RSUs granted under the April 2021 RSU Grant, 510,000 RSUs vest upon completion of certain milestones, including (a) 255,000 RSUs which vested in July 2021 upon completion of refinancing of the Company’s Prior Senior Secured Debt and funding to complete the purchase of the Northern Pipeline (“Vesting Event”), and (b) 255,000 RSUs scheduled to vest upon completion of final binding water supply agreement(s) for the delivery of at least 9,500 acre-feet of water per annum to customers. Of the remaining 315,000 RSUs granted under the April 2021 RSU Grant, 60,000 RSUs are scheduled to vest on January 3, 2023, and 255,000 RSUs are scheduled to vest on March 1, 2023. The RSU incentive awards are subject in each case to continued employment with the Company through the vesting date. Of the 255,000 RSUs earned upon the Vesting Event, the Company issued 158,673 shares net of taxes withheld and paid in cash by the Company.   The accompanying consolidated statements of operations and comprehensive loss include approximately $ 4,747,000 and $ 2,096,000 of stock-based compensation expense related to stock awards in the years ended December 31, 2021 and 2020, respectively.   F- 26     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS   A summary of RSU activity under the plans during the years ended December 31, 2021 and 2020 is presented below:     Shares       Weighted- Average Grant-date Fair Value                                       Nonvested at December 31, 2019     15,312     $ 10.45   Granted     253,654     $ 9.31   Forfeited or canceled     -     $ -   Vested     ( 149,685 )   $ 9.60                     Nonvested at December 31, 2020     119,281     $ 9.10   Granted     850,729     $ 11.31   Forfeited or canceled     -     $ -   Vested     ( 335,763 )   $ 10.84                     Nonvested at December 31, 2021     634,247     $ 11.14         NOTE 10 – SEGMENT INFORMATION   The primary business of the Company is to acquire and develop land and water resources. As a result, the Company’s financial results are reported in a single segment.     NOTE 11 – COMMITMENTS AND CONTINGENCIES   In the normal course of its agricultural operations, the Company handles, stores, transports and dispenses products identified as hazardous materials. Regulatory agencies periodically conduct inspections and, currently, there are no pending claims with respect to hazardous materials.   Pursuant to cost-sharing agreements that have been entered into by participants in the Company’s Water Project, $ 750,000 in funds have been received in order to offset costs incurred in the environmental analysis of the Water Project. These funds may either be reimbursed or credited to participants participation in the Water Project and, accordingly, are fully reflected as deferred revenue as of December 31, 2021 and December 31, 2020.   On December 14, 2020 the Company entered into a 30 year Right of Way Agreement with the BLM with respect to the Retained Pipeline. The Right of Way Agreement, which was effective on January 1, 2021, has an annual rent expense of approximately $ 321,000 , with annual defined inflation increases. The Company prepaid the 2022 rent in 2021 and has recorded the payment in Other Assets. In addition, on December 14, 2020, the Company deposited approximately $ 420,000 towards a Performance and Reclamation Bond with the BLM which has been recorded in Long-Term Deposits.   F- 27     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS   The Company is from time to time involved in various lawsuits and legal proceedings that arise in the ordinary course of business. At this time, the Company is not aware of any other pending or threatened litigation that it expects will have a material adverse effect on its business, financial condition, liquidity, or operating results. Legal claims are inherently uncertain, however, and it is possible that the Company’s business, financial condition, liquidity and/or operating results could be adversely affected in the future by legal proceedings.     NOTE 12 – LEASES   Effective January 1, 2021, the Company entered into two 29 -year right-of-way agreements with the United States Bureau of Land Management (“BLM”) with respect to the Company’s Northern Pipeline asset which resulted in recording right-of-way assets and lease liabilities in the amount of $ 3.3 million. The right-of-way agreements have a combined annual rent expense of approximately $ 321,000 , with annual defined inflation increases.     The Company also has operating leases for corporate offices, vehicles and office equipment. The Company’s right-of-way agreements and leases have remaining lease terms of 1 month to 28 years as of December 31, 2021. However, the Company is not reasonably certain to exercise options to renew or terminate, and therefore renewal and termination options are not considered in the lease term or the right-of-use asset and lease liability balances. The Company’s current lease arrangements expire in 2049. The Company does not have any finance leases.   The Company’s lease population does not include any residual value guarantees, and therefore none were considered in the calculation of the lease balances. The Company has leases with variable payments, most commonly in the form of common area maintenance charges which are based on actual costs incurred. These variable payments were excluded from the right-of-use asset and lease liability balances since they are not fixed or in-substance fixed payments.   The Company elected to utilize the transition package of practical expedients permitted within the new standard, including the practical expedient not to reassess existing land easements, which among other things, allows the Company to carryforward the historical lease classification. The Company has lease agreements with lease and non-lease components and has elected the practical expedient to account for lease and non-lease components as a single lease component for real-estate class of leases only. For leases with terms greater than 12 months, the Company records the related asset and lease liability at the present value of lease payments over the lease term. Leases with an initial term of 12 months or less with purchase options or extension options that are not reasonably certain to be exercised are not recorded on the Consolidated Balance Sheets; the Company recognizes lease expense for these leases on a straight-line basis over the term of the lease.   F- 28     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS   Lease balances .  Amounts recognized in the accompanying consolidated balance sheet as of December 31, 2021 and 2020  are as follows (in thousands):   As of December 31, 2021   Activity   Balance Sheet Location   Balance   ROU assets   Other assets   $ 3,281   Short-term lease liability   Other liabilities   $ 24   Long-term lease liability   Other long-term liabilities   $ 3,257     As of December 31, 2020   Activity   Balance Sheet Location   Balance   ROU assets   Other assets   $ 15   Short-term lease liability   Other liabilities   $ 15   Long-term lease liability   Other long-term liabilities   $ -     Lease cost.   The Company’s operating lease cost for the year ended December 31, 2021 was $ 335 thousand.   Lease commitments.   The table below summarizes the Company’s scheduled future minimum lease payments under operating, recorded on the balance sheet as of December 31, 2021 ( in thousands):   2022   $ 321   2023     321   2024     321   2025     321   2026+     7,691   Total lease payments     8,975   Less: Imputed interest     ( 5,694 ) Present value of lease payments     3,281   Less: current maturities of lease obligations     ( 24 ) Long-term lease obligations   $ 3,257     Most of our lease agreements do not provide a readily determinable implicit rate nor is it available to us from our lessors. Instead, we estimate the Company’s incremental borrowing rate based on information available at either the implementation date of Topic 842 or at lease commencement for leases entered into thereafter in order to discount lease payments to present value. The table below presents additional information related to our leases as of December 31, 2021:   Weighted Average Remaining Lease Term         Operating leases (years)   28             Weighted Average Discount Rate         Operating leases     10 %   From a lessor standpoint, in February 2016, the Company entered into a lease agreement with Fenner Valley Farms LLC (“FVF”) (the “lessee”), pursuant to which FVF is leasing, for a 99 -year term, 2,100 acres owned by Cadiz in San Bernardino County, California, to be used to plant, grow and harvest agricultural crops (“FVF Lease Agreement”). As consideration for the lease, FVF paid the Company a one -time payment of $ 12.0 million upon closing. The Company expects to receive rental income of $ 420 thousand annually over the next five years related to the FVF Lease Agreement.    F- 29     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS   NOTE 13 – FAIR VALUE MEASUREMENTS   Fair values determined by Level  1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. The Company considers a security that trades at least weekly to have an active market. Fair values determined by Level  2 inputs utilize data points that are observable, such as quoted prices, interest rates and yield curves. Fair values determined by Level  3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.     On March 24, 2021, the Company entered into an agreement which provided it the right, at its option, to further extend the maturity date of its Prior Senior Secured Debt to November 2022. The fee to acquire this second extension option was the adjustment of the exercise price of 362,500 warrants to purchase the Company’s common stock held by Apollo from $ 6.75 to $ 0.01 (“Warrant Modification”).   As a result of the Warrant Modification, the Company reclassified the carrying value of the warrant prior to the modification from a warrant liability in the amount of $ 1.3 million to additional paid-in capital. In addition, the Company recorded debt issuance costs in the amount of $ 1.9 million, which was the increase in fair value of the warrant at the time of the modification, with a corresponding adjustment to additional paid-in capital. Prior to the Warrant Modification, the fair value of the warrant was remeasured each reporting period using an option pricing model, and the change in fair value was recorded as an adjustment to the recorded warrant liability with the unrealized gains or losses reflected in interest expense.   During the year ended December 31, 2021, the Company recognized an unrealized gain of $ 573 thousand related to the remeasurement of the warrant derivative liability at fair value prior to the Warrant Modification.           The following table presents a reconciliation of Level 3 activity for the years ended December 31, 2020 and 2021:       Level 3 Liabilities   (in thousands)   Warrant Liabilities             Balance at January 1, 2020   $ -   Reclassification of warrant liability     1,986   Unrealized gains on warrants, net     ( 139 ) Balance at December 31, 2020     1,847             Unrealized gains on warrants, net     ( 573 ) Reclassification of warrant liability to additional paid in capital upon Warrant Modification     ( 1,274 ) Balance at December 31 ,2021   $ -     F- 30     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS   NOTE 14 – SUBSEQUENT EVENTS   On March 23, 2022, we completed the sale and issuance of 6,857,140 shares of the Company’s common stock to certain institutional and individual investors in a registered direct offering. The shares of common stock were sold at a purchase price of $ 1.75 per share, for aggregate gross proceeds of $ 12 million and aggregate net proceeds of approximately $ 11.8 million. The proceeds will be used for working capital needs and for general corporate purposes. The purchasers in this offering include (i) the Company’s founder, current director and former Chairman, Keith Brackpool, who purchased 1,142,857 Shares, (ii) the Company’s director, Geoffrey Grant, who purchased 285,714 Shares, and (iii) the Company’s largest stockholder, a fund represented by Heerema International Group Services S.A., purchased 2,857,142 Shares in this offering and following the offering beneficially owns approximately 35.4 % of the issued and outstanding shares of the Company’s common stock.