FILED PURSUANT TO RULE 424(B)(7)
REGISTRATION NO. 333-130338
PROSPECTUS SUPPLEMENT NO. 1
TO PROSPECTUS DATED JANUARY 12, 2006
CADIZ INC.
4,302,109 SHARES OF COMMON STOCK, INCLUDING
405,400 SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE OF WARRANTS AND
17,289 SHARES OF COMMON STOCK ISSUABLE UPON
CONVERSION OF SERIES F PREFERRED STOCK
This prospectus supplement supplements information contained
in the prospectus dated January 12, 2006 covering resale by
selling stockholders of 4,302,109 shares of our common stock.
This prospectus supplement is not complete without, and may
not be delivered or utilized except in connection with, the
prospectus, including any amendments or supplements thereto.
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
YOU SHOULD CAREFULLY READ AND CONSIDER THE "RISK FACTORS"
BEGINNING ON PAGE 3 OF THE PROSPECTUS.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The information in the table appearing under the caption
"Sales by Selling Stockholders" in the prospectus is amended
by adding Morgan Stanley & Co. International Limited as a
selling stockholder and by amending the name and holdings of
Fidelity Investment Services, previously listed as a selling
stockholder in the prospectus, with the information that is
set forth below:
Securities Securities Percentage
Beneficially Securities Beneficially Ownership
Name of Selling Owned Prior to Offered Owned After After
Stockholder Offering(1) for Sale Offering(2) Offering(3)
---------------- -------------- ---------- ------------ -----------
Morgan Stanley & Co. 662,184(4) 360,000(4) 302,184 2.7%
International Limited
Fidelity Management 1,140,226(6) 435,000(6) 705,226 6.2%
Trust Company(5)
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(1) Except as otherwise noted herein, the number and
percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Exchange Act, and the
information is not necessarily indicative of beneficial
ownership for any other purpose. Under such rule, beneficial
ownership includes any shares as to which the individual has
sole or shared voting power or investment power and also any
shares which the individual has the right to acquire within
60 days of the date of this prospectus through the exercise
of any stock option or other right. Unless otherwise
indicated in the footnotes, each person has sole voting and
investment power, or shares such powers with his or her
spouse, with respect to the shares shown as beneficially
owned.
(2) Assumes the sale of all shares of common stock offered
hereby.
(3) Based upon 11,330,045 shares of common stock
outstanding as of January 1, 2006.
(4) Includes 60.000 shares issuable upon the exercise of
60,000 common stock purchase warrants.
(5) On behalf of funds and accounts managed by it.
(6) Includes 72,500 shares issuable upon the exercise of
72,500 common stock purchase warrants.
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The date of this prospectus supplement is February 10, 2006