On January 25, 2017, the Superior Court of the State of
California, County of Los Angeles (the “Superior Court of
California”), entered an order: (i) preliminarily approving a
proposed settlement of the shareholder derivative lawsuit,
entitled Herman Boschken v. Keith Brackpool et. al., Case No. BC
609038, pending in the Superior Court of California (the
“Derivative Action”) and (ii) approving for dissemination the
Notice of Derivative Settlement (the “Notice”) to current Cadiz
Inc. (the “Company” or “Cadiz”) shareholders. The proposed
settlement is subject to final approval by the Superior Court of
California.

As required by the preliminary approval order, the Notice is
attached to this Current Report on Form 8-K as Exhibit 99.1. The
Notice and the Stipulation and Agreement of Settlement dated
December 5, 2016 (the “Stipulation”) are also available on the
Investor Relations page of the Company’s website at
http://cadizinc.com/investor-relations/. Other information
contained in or accessible through the Company’s website does
not constitute part of, and is not incorporated into, this
Current Report on Form 8-K.

Subject to final approval of the settlement by the Superior Court
of California, and in exchange for a release of all claims by the
plaintiffs and a dismissal of the Derivative Action with
prejudice, the Company has agreed (i) to implement certain
corporate governance reforms, (ii) to instruct the Company’s
insurer to pay the plaintiffs’ attorneys fees and expenses in an
amount not to exceed $230,000 (the “Fee and Expense Amount”)
and (iii) that $5,000 of the Fee and Expense Amount be paid to
the plaintiff.

Use of Forward-Looking Statements

Except for the historical information contained herein, this Form
8-K contains forward-looking statements made to the “safe
harbor” provisions of the Private Securities Litigation Reform
Act of 1995. Investors are cautioned that statements in this Form
8-K regarding: (i) the stipulation and agreement of settlement,
(ii) the impact of such settlement, including related activities,
approvals and payments, and (iii) other statements that are not
historical facts, constitute forward-looking statements. These
statements involve risks and uncertainties that can cause actual
results to differ materially from those in such forward-looking
statements. These risks and uncertainties, include, without
limitation, risks and uncertainties related to: (i) the
settlement not receiving the requisite final approval; (ii) the
settlement not having the expected impact, including resolving
the Derivative Action; and (iii) the settlement requiring more
activity or expense than expected. Additional information on the
above risks and uncertainties and additional risks, uncertainties
and factors that could cause actual results to differ materially
from those in the forward-looking statements are contained in
Cadiz’s periodic reports filed with the Securities and Exchange
Commission under the heading “Risk Factors,” including Cadiz’s
quarterly report on Form 10-Q for the quarter ended September 30,
2016. Undue reliance should not be placed on forward-looking
statements, which speak only as of the date they are made, and
the facts and assumptions underlying the forward-looking
statements may change. Except as required by law, Cadiz disclaims
any obligation to update these forward-looking statements to
reflect future information, events or circumstances.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.