SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.  )*
 

Cadiz Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

127537207

(CUSIP Number)
 

September 30, 2024

(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
ý Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 7 Pages)

 

______________________________

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 12753720713GPage 2 of 7 Pages

 

 

1

NAME OF REPORTING PERSON

272 Capital LP

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

3,522,582

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

3,522,582

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,522,582

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.2%

12

TYPE OF REPORTING PERSON

IA, PN

         

 

 

CUSIP No. 12753720713GPage 3 of 7 Pages

 

 

1

NAME OF REPORTING PERSON

Wes Cummins

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

3,522,582

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

3,522,582

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,522,582

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.2%

12

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 12753720713GPage 4 of 7 Pages

  

Item 1(a). NAME OF ISSUER
   
  Cadiz Inc. (the “Issuer”)

 

Item 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
   
  550 S. Hope Street, Suite 2850, Los Angeles, CA 90071

 

Item 2(a). NAME OF PERSON FILING
   
 

This statement is filed by: (i) 272 Capital LP, a Delaware limited partnership (“272 Capital”), with respect to the shares of Common Stock directly held by certain funds and accounts (the “272 Funds and Accounts”) to which it acts as investment manager and (ii) Wes Cummins (“Mr. Cummins”, and together with 272 Capital, the “Reporting Persons”), who is the President of 272 Capital.

   
  The filing of this statement should not be construed as an admission that any Reporting Person is, for purposes of Section 13 of the Act, the beneficial owner of the securities reported herein.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
  The address of the business office of each of the Reporting Persons is 3811 Turtle Creek Blvd, Suite 2125, Dallas, TX 75219.

 

Item 2(c). CITIZENSHIP
   
  272 Capital is a Delaware limited partnership.  Mr. Cummins is a United States citizen.

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Common Stock, par value $0.01 per share (the “Common Stock”)

 

Item 2(e). CUSIP NUMBER
   
  127537207

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;

 

CUSIP No. 12753720713GPage 5 of 7 Pages

  

  (e) þ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) þ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

  If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
  specify the type of institution: Not applicable.

 

Item 4. OWNERSHIP
   
  The percentages set forth herein are calculated based upon 67,896,161 shares of Common Stock outstanding as of August 9, 2024, as reported in the Issuer’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on August 8, 2024.
   
  The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page and is incorporated herein by reference.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
 

See Item 2(a). The 272 Funds and Accounts have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  Not applicable.

 

CUSIP No. 12753720713GPage 6 of 7 Pages

  

Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.

 

Item 10. CERTIFICATION
   
  Each Reporting Person hereby makes the following certification:
   
  By signing below the Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

CUSIP No. 12753720713GPage 7 of 7 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

DATE: November 14, 2024

 

272 Capital LP  
   
By: /s/ Wes Cummins  
Name:  Wes Cummins  
Title:    President  
   
   
Wes Cummins  
   
By: /s/ Wes Cummins  
Name:  Wes Cummins  

  

 

EXHIBIT 99.1

 

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATE: November 14, 2024

 

272 Capital LP  
   
By: /s/ Wes Cummins  
Name:  Wes Cummins  
Title:    President  
   
   
Wes Cummins  
   
By: /s/ Wes Cummins  
Name:  Wes Cummins  

 

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