Item 1.01 Entry into a Material Definitive Agreement

On October 30, 2012 (the "Closing Date"), Cadiz Inc. (the "Company") amended its existing term debt facility with LC Capital Master Fund, Ltd. and other participating lenders ("the Lenders") to add an additional non-convertible $5 million tranche. The terms of the additional $5 million debt facility are consistent with those of the existing facility. All interest on outstanding balances will continue to accrue at 6%, with no principal or interest payments required before the facility's 2013 maturity date.

In consideration for the additional facility, the Company issued 250,000 Common Stock purchase warrants ("the Warrants") to the Lenders. The Warrants entitle the Lenders to purchase 250,000 shares of Common Stock at an exercise price of $10 per share at any time prior to October 30, 2014.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant

The information concerning the $5 million facility included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sale of Equity Securities

The information concerning the issuance of Warrants by the Company included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

The issuance of the Warrants was not registered under the Securities Act of 1933, as amended (the "Securities Act"), but was exempt from the registration requirements of the Securities Act by virtue of Section 4(2) of the Securities Act as the transaction did not involve a public offering, the number of investors was limited, the investors were provided with information about us, and the Company placed restrictions on the resale of the securities.