SC 13G/A 1 ca57731609-sc13ga.htm AMENDMENT NO. 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G

THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.1 – Exit Filing)*

Cadiz Inc.

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

127537207

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

____________________

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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. 127537207

13G

Page 1 of 11

1	NAME OF REPORTING PERSON
	LC Capital Master Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			922,357

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			922,357

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	922,357

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


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.82%¹

12	TYPE OF REPORTING PERSON
	CO

¹ LC Capital Master Fund, Ltd. holds 922,357 shares of Common Stock, par value $0.01, of the Issuer (the “Common Stock”). The percentage set forth in row (11) is based on 50,752,203 shares of Common Stock outstanding as of March 24, 2022, as reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission (the “Commission”) on March 29, 2022.

CUSIP No. 127537207

13G

Page 2 of 11

1	NAME OF REPORTING PERSON
	LC Capital Partners, L.P.
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
			922,357

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			922,357

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	922,357

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


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.82%²

12	TYPE OF REPORTING PERSON
	PN

² LC Capital Master Fund, Ltd. holds 922,357 shares of Common Stock. The percentage set forth in row (11) is based on 50,752,203 shares of Common Stock outstanding as of March 24, 2022, as reported in the Issuer’s Form 10-K filed with the Commission on March 29, 2022.

CUSIP No. 127537207

13G

Page 3 of 11

1	NAME OF REPORTING PERSON
	LC Capital Advisors, LLC
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
			922,357

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			922,357

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	922,357

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


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.82%³

12	TYPE OF REPORTING PERSON
	OO

³ LC Capital Master Fund, Ltd. holds 922,357 shares of Common Stock. The percentage set forth in row (11) is based on 50,752,203 shares of Common Stock outstanding as of March 24, 2022, as reported in the Issuer’s Form 10-K filed with the Commission on March 29, 2022.

CUSIP No. 127537207

13G

Page 4 of 11

1	NAME OF REPORTING PERSON
	LC Capital Offshore Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			922,357

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			922,357

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	922,357

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


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.82%⁴

12	TYPE OF REPORTING PERSON
	CO

⁴ LC Capital Master Fund, Ltd. holds 922,357 shares of Common Stock. The percentage set forth in row (11) is based on 50,752,203 shares of Common Stock outstanding as of March 24, 2022, as reported in the Issuer’s Form 10-K filed with the Commission on March 29, 2022.

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13G

Page 5 of 11

1	NAME OF REPORTING PERSON
	Lampe, Conway & Co., LLC
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
			922,357

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			922,357

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	922,357

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


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.82%⁵

12	TYPE OF REPORTING PERSON
	IA, OO

⁵ LC Capital Master Fund, Ltd. holds 922,357 shares of Common Stock. The percentage set forth in row (11) is based on 50,752,203 shares of Common Stock outstanding as of March 24, 2022, as reported in the Issuer’s Form 10-K filed with the Commission on March 29, 2022.

CUSIP No. 127537207

13G

Page 6 of 11

1	NAME OF REPORTING PERSON
	Steven G. Lampe
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 of America


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			98,796

		6	SHARED VOTING POWER
			922,357

		7	SOLE DISPOSITIVE POWER
			98,796

		8	SHARED DISPOSITIVE POWER
			922,357

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,021,153

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


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.01%⁶

12	TYPE OF REPORTING PERSON
	IN

⁶ LC Capital Master Fund, Ltd. holds 922,357 shares of Common Stock. Steven G. Lampe holds 98,796 shares of Common Stock directly. The percentage set forth in row (11) is based on 50,752,203 shares of Common Stock outstanding as of March 24, 2022, as reported in the Issuer’s Form 10-K filed with the Commission on March 29, 2022.

CUSIP No. 127537207

13G

Page 7 of 11

1	NAME OF REPORTING PERSON
	Richard F. Conway
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 of America


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			922,357

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			922,357

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	922,357

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


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.82%⁷

12	TYPE OF REPORTING PERSON
	IN

⁷ LC Capital Master Fund, Ltd. holds 922,357 shares of Common Stock. The percentage set forth in row (11) is based on 50,752,203 shares of Common Stock outstanding as of March 24, 2022, as reported in the Issuer’s Form 10-K filed with the Commission on March 29, 2022.

CUSIP No. 127537207

13G

Page 8 of 11

This Amendment No. 1 to Schedule 13G (this “Amendment”) is being filed by the Reporting Persons to amend the Schedule 13G filed on March 9, 2020. This Amendment constitutes an exit filing with respect to all Reporting Persons.

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, California 90071

Item 2(a).	Name of Person Filing:

	LC Capital Master Fund, Ltd. LC Capital Partners, LP LC Capital Advisors, LLC LC Capital Offshore Fund, Ltd. Lampe, Conway & Co., LLC Steven G. Lampe Richard F. Conway (collectively, the “Reporting Persons”)

Item 2(b).	Address of Principal Business Office, or, if None, Residence:

	c/o Lampe, Conway & Co. LLC 680 Fifth Avenue 12th Floor New York, NY 10019

Item 2(c).	Citizenship:

	LC Capital Master Fund, Ltd. – Cayman Islands company LC Capital Partners, LP – Delaware limited partnership LC Capital Advisors, LLC – Delaware limited liability company LC Capital Offshore Fund, Ltd. – Cayman Islands company Lampe, Conway & Co., LLC – Delaware limited liability company Steven G. Lampe – United States citizen Richard F. Conway – United States citizen

Item 2(d).	Title of Class of Securities:

	Common Stock, par value $0.01 per share

Item 2(e).	CUSIP Number:

	127537207

Item 3.	If this Statement is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

	(a)	☐	Broker or dealer registered under Section 15 of the Act;

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Item 3.	If this Statement is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-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;

	(e)	☐	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)	☐	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:

Item 4.	Ownership:

	The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover pages for the Reporting Persons and is incorporated herein by reference. This Amendment constitutes an exit filing with respect to all Reporting Persons.

Item 5.	Ownership of Five Percent or Less of a Class:

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒

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Item 6.	Ownership of More than Five Percent on Behalf of Another Person:

	Not applicable.

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.

Item 9.	Notice of Dissolution of Group:

	Not applicable.

Item 10.	Certification:

	By signing below the Reporting Persons certify that, to the best of their 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.

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SIGNATURES

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

Date: April 12, 2022

LC Capital Master Fund, Ltd.		LC Capital Partners, L.P.


By:	/s/ Richard F. Conway	By:	/s/ Richard F. Conway
	Richard F. Conway, Director		Richard F. Conway, Partner

LC Capital Advisors, LLC		LC Capital Offshore Fund, Ltd.


By:	/s/ Richard F. Conway	By:	/s/ Richard F. Conway
	Richard F. Conway, Managing Member		Richard F. Conway, Director

	Lampe, Conway & Co., LLC


/s/ Steven G. Lampe	By:	/s/ Richard F. Conway
Steven G. Lampe		Richard F. Conway, Managing Member




/s/ Richard F. Conway
Richard F. Conway

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

SEC Form SC 13G/A filed by CADIZ Inc. (Amendment)