Cadiz Inc: Form 10-Q for the period ended Jun 30, 2026

In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, the following discussion contains trend analysis and other forward-looking statements. Forward-looking statements can be identified by the use of words such as “intends”, “anticipates”, “believes”, “estimates”, “projects”, “forecasts”, “expects”, “plans” and “proposes”. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from these forward-looking statements. These include, among others, our ability to maximize value from our portfolio of assets and our ability to obtain new financings as needed to meet our ongoing working capital needs. See additional discussion under the heading “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025. Our forward-looking statements are made only as of the date hereof. We assume no duty to update these forward-looking statements to reflect new, changed or unanticipated events or circumstances, other than as may be required by law.

We are a water solutions provider with a unique combination of land, water and infrastructure assets located in Southern California between major water systems serving population centers in the Southwestern United States. Our portfolio of assets includes 2.5 million acre-feet of permitted water supply, 1 million acre-feet of groundwater storage capacity, 220 miles of existing, underground pipeline infrastructure, over 100 miles of right-of-way entitlements for pipeline construction, and versatile, scalable and cost-effective water treatment technology that removes contaminants and constituents of concern from groundwater. Our customers are public and private water systems, government agencies and commercial businesses.

We manage our landholdings and water supply, pipeline and water treatment technology assets to offer a suite of integrated products and services to public water systems, government agencies and commercial customers that include reliable water supply, groundwater storage, water conveyance and custom-designed water treatment systems.

Water Supply – In accordance with local, state, and federal laws, we own vested water rights authorizing the withdrawal of an average of 50,000 acre-feet per year, or 2.5 million acre-feet of groundwater over 50 years, from the aquifer system underlying our property in the Cadiz Valley (“Cadiz Ranch”) for beneficial uses, including agricultural development on our property and export to serve communities across the region. Because the groundwater in the aquifer system is eventually lost to evaporation, surplus water that is captured and withdrawn before it evaporates is a new water supply (i.e. “conserved” water).

Water Storage – The aquifer system at Cadiz Ranch is also large enough for use as a water “banking” facility, capable of storing water “in-lieu” for supply customers and up to 1 million acre-feet of imported surplus water for return during drought periods. For comparison, Metropolitan Water District of Southern California stores approximately 1.2 million acre-feet of water in Lake Mead, the largest surface reservoir in the United States.

Water Conveyance – We own an existing 220-mile 30-inch steel pipeline (“Northern Pipeline”), that intersects several water storage and conveyance facilities in Southern California, including the California Aqueduct, the Los Angeles Aqueduct, and the Mojave River Pipeline. The maximum potential capacity of the Northern Pipeline for water conveyance is anticipated to be 25,000 AFY with 21,275 AFY under contract. In July 2026, we received a 45-year right-of-way grant from the U.S. Department of the Interior and the Bureau of Land Management (“BLM”) that authorizes the conversion and operation of the Northern Pipeline for water conveyance including the construction of pump stations and related facilities on federal land. We also own a 99-year lease with the Arizona & California Railroad Company (“ARZC”) that authorizes construction of a 43-mile water conveyance pipeline (“Southern Pipeline”) within the active ARZC railroad right-of-way that extends from the Cadiz Ranch to the Colorado River Aqueduct (“CRA”). We currently expect the capacity of the Southern Pipeline to be 120,000 AFY to accommodate imported water storage. We hold an option to purchase up to 180 miles of existing unused 36” steel pipeline that can be used in construction of the Southern Pipeline system or to replace certain components of the Northern Pipeline.

Water Treatment Technology – In 2022, we completed the acquisition of the assets of ATEC Water Systems, Inc. into ATEC Water Systems, LLC (“ATEC”), which provides innovative water treatment solutions for impaired or contaminated groundwater sources. ATEC’s specialized filtration media provide cost-effective, high-rate of removal for common groundwater impairments and contaminants that pose health risks in drinking water including iron, manganese, arsenic, Chromium-6, nitrates, per-and-polyfluoroalkyl substances (PFAS) and other constituents of concern.

Our addition of pipeline infrastructure and ATEC water treatment technology to our portfolio of land and water assets has enabled us to adjust our business model to begin offering integrated services and solutions to public water systems that address the urgent challenges of climate change and make significant progress in advancing contract negotiations for water supply with public water systems.

The combination of the water supply, water storage and water conveyance infrastructure described above constitutes the “Mojave Groundwater Bank” as discussed in more detail in Item 1. – Business of our Annual Report on Form 10-K for the year ended December 31, 2025.

Beginning in 2024, we entered into long-term agreements with public water systems, private utility and other private water providers for the delivery of 21,275 AFY of annual water supply from the Mojave Groundwater Bank via the Northern Pipeline, representing approximately 85% of capacity of the Northern Pipeline and 45% of total average long-term supply available under our current permits. Through membership in Fenner Gap Mutual Water Company, the mutual water company we formed to carry out the project, participating water providers will purchase, for up to a 50-year term (take on delivery), their contracted water supply at an agreed upon market price between $1,650 - $2,100/AFY (2024 dollars) that is estimated to provide a volumetric commodity price for water at the wellhead, plus operations, maintenance, and pro-rated power costs for conveyance and prorated capital charge per acre-foot for dedicated pipeline capacity. The cost to participating water providers is estimated at this time without consideration of expected grant funding or low-interest government loans that may reduce capital costs.

We expect the remaining water supply available under our current permit to be contracted for delivery via the Southern Pipeline. In July 2026, we executed a Memorandum of Understanding (“MOU”) with Central Arizona Irrigation and Drainage District (“CAIDD”) for the purchase and sale of up to 10,000 acre-feet per year (“AFY”) from the Mojave Groundwater Bank, representing our first agreement for water supply with an Arizona water district. The MOU is subject to the negotiation of necessary interstate exchange agreements to enable delivery of water from the Mojave Groundwater Bank to CAIDD.

We are in discussion with several additional parties interested in contracting for the supply from the Southern Pipeline, including multiple water providers, municipalities and tribes in Arizona that could take delivery from the Colorado River’s Central Arizona Project under exchange agreements as well as existing Southern California based water users.

In addition to available water supply, the Mojave Groundwater Bank offers one million acre-feet of imported storage capacity and an additional 150,000 acre-feet for carryover storage of existing contracted supplies. We are in discussions with multiple parties with interest in contracting for storage capacity in the project. We expect the capacity charge for contracted storge capacity will range from $1,500 - $3,000 per acre-foot, plus annual maintenance and operational fees.

In September 2025, we executed an MOU with the U.S. Bureau of Reclamation (“Reclamation”) to explore incorporating the Mojave Groundwater Bank, including supply and storage capacity, into long-term Colorado River system planning, as federal authorities contemplate solutions to the ongoing drought and long-term stress on the river system. In late May, we entered into a funding agreement with Reclamation to support technical and regulatory review activities associated with 2025 MOU, including Reclamation’s review of proposed water exchange agreements necessary to deliver water to Arizona parties and technical work to validate water supply and delivery capability and evaluate necessary steps to support potential federal investment in the project.

To finance construction of all improvements and required facilities to operate the Mojave Groundwater Bank project including the Northern Pipeline, Southern Pipeline and related facilities, we established a new special purpose business entity Mojave Water Infrastructure Company LLC (“MWI”) that we expect will finance these capital costs in partnership with public sector, tribal and other investors through equity contributions as well as debt and/or grant financing opportunities.

We are currently engaged in the completion of due diligence with private equity investors for up to a targeted $400 million in equity commitments to MWI. In October 2025, we entered into the Lytton Credit Agreement, pursuant to which we may require Lytton to provide up to $51 million in an unsecured loan facility, convertible into the Storage Cash Flows Right, which Lytton would then contribute to MWI, in exchange for equity interests in MWI on the same economic terms offered to other equity investors in MWI. The Lytton Credit Agreement represents the first tranche of equity capital being raised by MWI, to construct, own and operate the Mojave Groundwater Bank (see Note 3 to the Consolidated Financial Statements – “Long-Term Debt”).

Upon completion of definitive agreements for equity capital investments in MWI, we expect to contribute to MWI our pipeline infrastructure assets, including the Northern Pipeline and the Southern Pipeline and their right-of-ways and entitlements, as well as cash flows under the NPL water supply agreements. Lytton would also contribute to MWI its Storage Cash Flows Right (see Note 3 to the Consolidated Financial Statements – “Long-Term Debt”). Under this potential structure, in consideration of our transfer of assets, we expect to receive an upfront capital reimbursement payment at closing and an equity interest in MWI, entitling us to share in the long-term cash flows generated by MWI, among other consideration.

MWI investors are expected to coordinate with us and project participants to seek available infrastructure grants and/or other financing alternatives such as public debt and infrastructure debt financing. In February 2026 we received an invitation from the U.S. Environmental Protection Agency (“EPA”) to apply for up to $194 million under the Water Infrastructure Finance and Innovation Act (“WIFIA”) program to support Northern Pipeline conversion costs. This pre-application invitation reserves federal funding for the project while we advance through the underwriting process.

In addition to WIFIA, we are evaluating potential revenue bond issuances through a financing focused Joint Powers Authority formed by Fenner Gap Mutual Water Company and the County of San Bernardino in April 2026 to fund any remaining construction costs.

In July 2026, FGMWC executed the principal construction contracts for the Northern Pipeline conversion project using a construction manager at risk (“CMAR”) delivery model. The contracts establish guaranteed maximum prices (“GMPs”) for the pump station and pipeline replacement components of the Northern Pipeline conversion project. These GMPs, together with contractual pricing and option agreements for equipment, materials and necessary components expected to be procured by MWI, support an estimated capital cost of approximately $400 million to place the Northern Pipeline into service. The Northern Pipeline’s detailed engineering, procurement and construction pricing also provides a more reliable basis for estimating the cost of comparable components of the Southern Pipeline. Although the Southern Pipeline estimate remains subject to further engineering and negotiation of a GMP, we currently estimate that approximately $850 million to $1.0 billion of additional capital will be required to place the Southern Pipeline into service. In total, the expected Northern Pipeline and Southern Pipeline capital costs are estimated at $1.25 - $1.5, billion which is consistent with our estimate from last quarter.

ATEC and our agricultural operations provide our current principal source of revenue, although our working capital needs are not fully supported by these operations at this time. We presently rely upon debt and equity financing to support our working capital needs and development of our water solutions.

Our current and future operations also include activities that further our commitments to sustainable stewardship of our land, water, pipeline and water treatment technology assets, good governance and corporate social responsibility. We believe these commitments are important investments that will assist in maintenance of sustained stockholder value.

Results of Operations

Three Months Ended June 30, 2026, Compared to Three Months Ended June 30, 2025

We currently operate in two reportable segments. Our largest segment is Land and Water Resources, which comprises all activities regarding our properties in the eastern Mojave Desert, pre-revenue development of the Mojave Groundwater Bank (supply, storage and conveyance), and agricultural operations. Our second operating segment is Water Treatment Technology comprised of ATEC which provides innovative water treatment technology solutions for impaired or contaminated groundwater sources.

We evaluate our performance based on segment operating (loss). Interest expense, income tax expense and gain on derivative liability are excluded from the computation of operating income (loss) for the segments. Segment net revenue, segment operating expenses and segment operating (loss)/income information consisted of the following for the three months ended June 30, 2026 and 2025:

(in thousands)

(in thousands)

We have not received significant revenues from our water supply, storage, or conveyance assets to date. Our revenues have been limited primarily to ATEC sales and sales from our alfalfa plantings and rental income from our agricultural leases. As a result, we have historically incurred a net loss from operations. We incurred an operating loss of $8.8 million in the three months ended June 30, 2026, compared to a $5.8 million operating loss during the three months ended June 30, 2025. The higher operating loss in 2026 was primarily due to decreased gross profits from ATEC driven by reduced filter sales and increased legal and consulting fees incurred in advancing the development of the Mojave Groundwater Bank. Net loss for the three months ended June 30, 2026 was $11.4 million compared to a $7.7 million net loss during the three months ended June 30, 2025.

Our primary expenses are our ongoing overhead costs associated with the development of our water supply, storage, and conveyance assets (i.e., general and administrative expense), farming expenses at the Cadiz Ranch, manufacturing operations of ATEC and our interest expense. We will continue to incur non-cash expenses in connection with our management and director equity incentive compensation plan.

Revenues Revenue totaled $1.0 million during the three months ended June 30, 2026 primarily related to ATEC sales totaling $0.8 million, sales from the harvest from our 890 acres of commercial alfalfa crop totaling $0.1 million and rental income from agricultural leases totaling $0.1 million. Revenue totaled $4.1 million during the three months ended June 30, 2025, primarily related to ATEC sales totaling $3.7 million, sales from the harvest from our 890 acres of commercial alfalfa crop totaling $0.3 million and rental income from agricultural leases totaling $0.1 million. The decrease in ATEC revenues primarily reflects an anticipated reduction in volume of filters shipped in the second quarter of 2026 compared to 2025. Filter revenues in the second quarter of 2025 primarily related to a mega project for the Central Utah Water Conservancy District’s Vineyard Wellfield Groundwater Polishing Project.

Cost of Sales Cost of sales totaled $1.0 million during the three months ended June 30, 2026, comprised of $0.6 million related to ATEC (23.7% gross margin) and $0.4 million related to our alfalfa crop harvest. Cost of sales totaled $2.7 million during the three months ended June 30, 2025, comprised of $2.1 million related to ATEC (44.5% gross margin) and $0.6 million related to our alfalfa crop harvest. The decrease in ATEC gross margin is primarily driven by spreading the fixed costs of manufacturing filters included in cost of sales over a reduced number of filters sold.

General and Administrative Expenses General and administrative expenses during the three months ended June 30, 2026, exclusive of stock-based compensation costs, totaled $6.6 million compared to $6.4 million for the three months ended June 30, 2025. The increase in expenses was primarily due to increased legal and consulting fees incurred in advancing the development of the Mojave Groundwater Bank. General and administrative expense for ATEC totaled $1.0 million during the three months ended June 30, 2026 compared with $1.2 million for the same period in 2025. The reduction in ATEC costs was primarily related to reduced marketing commissions from the lower filter sales.

Compensation costs for stock and option awards for the three months ended June 30, 2026, were $1.8 million, compared to $0.5 million for the three months ended June 30, 2025. The higher 2026 expense was primarily due to higher stock-based non-cash awards to employees and consultants in 2026 compared to 2025 (see Note 4 to the Condensed Consolidated Financial Statements – “Stock-Based Compensation Plans”).

Depreciation Depreciation expense totaled $0.4 million during the three months ended June 30, 2026 compared to $0.3 million during the three months ended June 30, 2025.

Interest Expense, net Net interest expense totaled $2.9 million during the three months ended June 30, 2026, compared to $2.0 million during the same period in 2025. The following table summarizes the components of net interest expense for the two periods (in thousands):

Increased interest expense is primarily due to borrowings under the Lytton Credit Agreement. Interest income primarily relates to interest on investments in short-term deposits.

Six Months Ended June 30, 2026, Compared to Six Months Ended June 30, 2025

Segment net revenue, segment operating expenses and segment operating (loss)/income information consisted of the following for the six months ended June 30, 2026 and 2025:

(in thousands)

30

Cadiz Inc.

(in thousands)

We incurred an operating loss of $15.7 million in the six months ended June 30, 2026, compared to a $13.3 million operating loss during the six months ended June 30, 2025. The higher operating loss in 2026 was primarily due to decreased gross profits from ATEC driven by reduced filter sales. Net loss for the six months ended June 30, 2026 was $20.0 million compared to a $17.3 million net loss during the six months ended June 30, 2025.

Revenues Revenue totaled $2.6 million during the six months ended June 30, 2026, primarily related to ATEC sales totaling $2.0 million, sales from the harvest from our 890 acres of commercial alfalfa crop totaling $0.4 million and rental income from our agricultural leases totaling $0.2 million. Revenue totaled $7.1 million during the six months ended June 30, 2025, primarily related to ATEC sales totaling $6.1 million, sales from the harvest from our 890 acres of commercial alfalfa crop totaling $0.8 million and rental income from our agricultural leases totaling $0.2 million. The decrease in ATEC revenues primarily reflects an anticipated reduction in volume of filters shipped in 2026 compared to 2025. Filter revenues in 2025 primarily related to a mega project for the Central Utah Water Conservancy District’s Vineyard Wellfield Groundwater Polishing Project.

Cost of Sales Cost of sales totaled $2.2 million during the six months ended June 30, 2026, which comprised of $1.5 million related to ATEC (26.0% gross margin) and $0.7 million related to our alfalfa crop harvest. Cost of sales totaled $4.7 million during the six months ended June 30, 2025, which comprised of $3.6 million related to ATEC (40.3% gross margin) and $1.1 million related to our alfalfa crop harvest. The decrease in ATEC gross margin is primarily driven by spreading the fixed costs of manufacturing filters included in cost of sales over a reduced number of filters sold.

General and Administrative Expenses General and administrative expenses, exclusive of stock-based compensation costs, totaled $13.0 million in the six months ended June 30, 2026, compared to $11.7 million in the six months ended June 30, 2025. The increase in 2026 was primarily a result of increased legal and consulting fees incurred in advancing the development of the Mojave Groundwater Bank. General and administrative expense for ATEC totaled $2.2 million during the six months ended June 30, 2026 compared with $1.9 million for the same period in 2025. The increase in ATEC costs was primarily related to increased salaries and benefits and marketing expenses.

Compensation costs for stock and option awards for the six months ended June 30, 2026, were $2.3 million, compared to $3.3 million for the six months ended June 30, 2025. The higher 2025 expense was primarily due to stock-based non-cash awards to employees and consultants.

Depreciation Depreciation expense totaled $0.8 million during the six months ended June 30, 2026, compared to $0.6 million during the six months ended June 30, 2025.

Interest Expense, net Net interest expense totaled $5.4 million during the six months ended June 30, 2026 compared to $4.0 million during the same period in 2025. The following table summarizes the components of net interest expense for the two periods (in thousands):

Increased interest expense is primarily due to borrowings under the Lytton Credit Agreement. Interest income primarily relates to interest on investments in short-term deposits.

Liquidity and Capital Resources

Current Financing Arrangements

As we have not received sufficient revenues or gross profits from our water, agriculture or water treatment technology activities to date, we have been required to obtain financing to bridge the gap between the time water resource and other development expenses are incurred and the time that revenue will commence. Historically, we have addressed these needs primarily through secured debt financing arrangements and private equity placements.

Equity Offerings

On March 7, 2025, we completed the sale and issuance of 5,715,000 shares of our common stock to certain institutional investors in a registered direct offering (“March 2025 Direct Offering”). The shares of common stock were sold at a purchase price of $3.50 per share, for aggregate gross proceeds of approximately $20.0 million and aggregate net proceeds of approximately $18.3 million.

The proceeds from the March 2025 Direct Offering were used for capital and other expenses related to the development and construction of the Mojave Groundwater Bank, working capital, and general corporate purposes.

Debt Offerings

In July 2021, we entered into a $50 million new credit agreement (“Credit Agreement”) (see Note 3 to the Condensed Consolidated Financial Statements – “Long-Term Debt”). The proceeds of the Credit Agreement, together with the proceeds from a depositary share offering, were used to (a) to repay all our outstanding senior secured debt obligations in the amount of approximately $77.6 million, (b) to deposit approximately $10.2 million into a segregated account, representing an amount sufficient to pre-fund eight quarterly dividend payments on the Series A Preferred Stock underlying depositary shares issued in a depositary share offering, and (c) to pay transaction related expenses. The remaining proceeds were used for working capital needs and for general corporate purposes.

On February 2, 2023, we entered into a First Amendment to Credit Agreement to amend certain provisions of the Credit Agreement (“First Amended Credit Agreement), Under the First Amended Credit Agreement, the lenders will have a right to convert up to $15 million of outstanding principal, plus any PIK interest and any accrued and unpaid interest (the “Convertible Loan”) into shares of our common stock at a conversion price of $4.80 per share (the “Conversion Price”). In addition, prior to the maturity of the Credit Agreement, we have the right to require that the lenders convert the outstanding principal amount, plus any PIK Interest and accrued and unpaid interest, of the Convertible Loan if the following conditions are met: (i) the average VWAP of the Company’s common stock on The Nasdaq Stock Market, or such other national securities exchange on which the shares of common stock are listed for trading, over 30 consecutive trading dates exceeds 115% of the then Conversion Price and (ii) there is no event of default under certain provisions of the Credit Agreement.

Under the First Amended Credit Agreement, the maturity date of the Credit Agreement was extended from July 2, 2024 to June 30, 2026.

On March 6, 2024, we entered into a Third Amendment to Credit Agreement and First Amendment to Security Agreement (“Third Amended Credit Agreement”) with HHC $ Fund 2012 (“Heerema”) (see Note 3 to the Condensed Consolidated Financial Statements – “Long-Term Debt”). Before entering into the Third Amended Credit Agreement, Heerema purchased the outstanding secured non-convertible term loans under the Credit Agreement (“Assignment”). In connection with the Assignment, the existing holders of both the Convertible Loan and non-convertible term loans consented to effectuate the Third Amended Credit Agreement in consideration of a consent fee in the aggregate amount of $479,845 payable in the form of our common stock (valued at $2.89 per share, or 166,036 shares), which was registered pursuant to an effective shelf registration statement on Form S-3 and a prospectus supplement thereunder. The Third Amended Credit Agreement provides, among other things, (a) a new tranche of senior secured convertible terms loans from Heerema in an aggregate principal amount of $20 million, having a maturity date of June 30, 2027 (“New Secured Convertible Debt”); (b) the aggregate principal amount of the secured non-convertible term loans acquired by Heerema has been increased from $20 million to $21.2 million and the applicable repayment fee in respect thereof has been eliminated; (c) the Convertible Loan existing prior to the Third Amended Credit Agreement, in an aggregate principal amount of approximately $16 million plus interest accruing thereon, has become unsecured; and (d) extension of the maturity date for the existing Convertible Loan and non-convertible loans to June 30, 2027. On August 12, 2026, the maturity date of each of these loans was extended to June 30, 2028.

The annual interest rate remains unchanged at 7.00%. Interest on $21.2 million of the remaining principal amount will be paid in cash. Interest on the aggregate $36 million principal amount of the New Secured Convertible Debt and existing Convertible Loan is paid in kind on a quarterly basis.

On October 27, 2025, we entered into the Lytton Credit Agreement, pursuant to which Lytton provided the first tranche of capital (the “Tribal Investment”) for construction of the Mojave Groundwater Bank. Under the Lytton Credit Agreement, the Company at its election may draw, as an unsecured term loan, up to $51 million in one or more installments beginning on the Effective Date and ending April 30, 2027. The unsecured term loan bears interest at a fixed rate of 8% per annum, payable quarterly in arrears on March 31, June 30, September 30, and December 31 of each year. Interest may be paid in cash or, upon mutual agreement between us and Lytton, in shares of our common stock determined in accordance with the Lytton Credit Agreement. The Tribal Investment matures on April 30, 2031 (“Initial Maturity Date”) which may be extended to April 30, 2036 if any principal amount remains outstanding as of the Initial Maturity Date.

In connection with the Lytton Credit Agreement, the Company agreed to issue shares of its common stock to Lytton as follows:

• upon execution of the Lytton Credit Agreement, a commitment fee of 600,000 shares;
• on each funding date, a funding fee of 25,000 shares per $1 million of principal amount funded; and
• in the event the Tribal Investment is extended beyond the Initial Maturity Date, an extension fee of 800,000 shares.

At any time following the funding of the full $51 million Tribal Investment amount under the Lytton Credit Agreement, at Lytton’s election, any outstanding principal and accrued interest of the Tribal Investment may be converted into a contractual right to receive a share of future cash flows from our water-storage rights (the “Storage Cash Flows Right”), which will entitle Lytton to receive 51% of the cash flows generated from our water-storage operations, provided that Lytton contributes the Storage Cash Flows Right to MWI, our special purpose entity formed to construct, own and operate the Mojave Groundwater Bank, in exchange for an ownership interest in MWI alongside other expected equity investors in MWI on the same economic terms.

The proceeds from the Tribal Investment will be used to fund the construction, development, ownership, operation, and other ongoing costs of the Mojave Groundwater Bank, and to reimburse our expenses related thereto. We made an initial draw of $15 million for reimbursement of Mojave Groundwater Bank project expenses and to support development activities in November 2025, a second draw of $15 million in March 2026, and a third draw of $10 million in August 2026 (see Note 3 to the Consolidated Financial Statements – “Long-Term Debt”). An additional $11 million remains undrawn under the Lytton Credit Agreement.

Limitations on our liquidity and ability to raise capital may adversely affect us. Sufficient liquidity is critical to meet our resource development activities. To the extent additional capital is required, we may increase liquidity through a variety of means, including equity or debt placements, through the lease, sale or other disposition of assets or reductions in operating costs. If additional capital is required, no assurances can be given as to the availability and terms of any new financing.

As we continue to actively pursue our business strategy, additional financing will continue to be required (see “Outlook”, below). The covenants in the Credit Agreement, as amended, do not prohibit our use of additional equity financing and allow us to retain 100% of the proceeds of any common equity financing. We do not expect the loan covenants to materially limit our ability to finance our water and agricultural development activities.

Cash Used in Operating Activities. Cash used in operating activities totaled $12.2 million for the six months ended June 30, 2026 and $5.0 million for the six months ended June 30, 2025. The cash was primarily used to fund general and administrative expenses related to our water development efforts, agricultural development efforts, and our ATEC business including working capital needs. The increase in cash used in operating activities was driven by the increased cash losses from operations in 2026 primarily resulting from reduced ATEC filter sales and corresponding working capital activity.

Cash Used in Investing Activities. Cash used for investing activities for the six months ended June 30, 2026, was $3.4 million, compared with $10.8 million for the six months ended June 30, 2025. The cash used in 2026 was primarily related to engineering design costs related to the Mojave Groundwater Bank project. The cash used in the 2025 was primarily related to securing an exclusive option to purchase up to 180 miles of steel pipeline for the development of the Mojave Groundwater Bank for $5.0 million, costs to convert three wells to natural gas of $3.5 million, and pipe inspection costs of $1.2 million for the Northern Pipeline.

Cash Provided by Financing Activities. Cash provided by financing activities totaled $12.2 million for the six months ended June 30, 2026, compared with cash provided by financing activities of $14.3 million for the six months ended June 30, 2025. Proceeds from the financing activities in the 2026 period primarily related to a $15 million draw under the Lytton Credit Agreement in March 2026. Proceeds from financing activities for the 2025 period primarily related to the issuance of shares under a direct offering.

Outlook

Short-Term Outlook. Proceeds from draws under the Lytton Credit Agreement, including the $15 million draw made in March 2026 and the $10 million draw made in August 2026, together with cash on hand, provide us with sufficient funds to meet our short-term working capital needs. Our ATEC operations are expected to be funded using existing capital, and anticipated cash profits generated from operations during 2026.

Long-Term Outlook. In the longer term, we may need to raise additional capital to finance working capital needs and capital expenditures (see “Current Financing Arrangements”, above). Our future working capital needs will depend upon the specific measures we pursue in the entitlement and development of our water supply, storage, conveyance resources and other developments. Future capital expenditures will depend on the progress of the Mojave Groundwater Bank, including the funding of MWI, ATEC operational needs and any further expansion of our agricultural assets. Additionally, timing of reimbursement of development costs advanced related to the Mojave Groundwater Bank and the timing of receipt of funds for the anticipated transfer of assets into MWI will impact the need to raise additional capital.

We are evaluating the amount of cash needed, and the manner in which such cash will be raised, on an ongoing basis. We may meet any future cash requirements through a variety of means, including equity or debt placements, or through the sale or other disposition of assets. Equity placements will be undertaken only to the extent necessary, so as to minimize the dilutive effect of any such placements upon our existing stockholders. No assurances can be given, however, as to the availability or terms of any new financing. Limitations on our liquidity and ability to raise capital may adversely affect us. Sufficient liquidity is critical to meet our resource development activities.

Recent Accounting Pronouncements

See Note 1 to the Condensed Consolidated Financial Statements – “Basis of Presentation”.

We are a smaller reporting company as defined by Reg. 240.12b-2 of the Securities and Exchange Act of 1934 and are not required to provide the information under this item.

Disclosure Controls and Procedures

The Company established disclosure controls and procedures to ensure that material information related to the Company, including its consolidated entities, is accumulated and communicated to senior management, including the Chief Executive Officer (the “Principal Executive Officer”) and Chief Financial Officer (the “Principal Financial Officer”) and to its Board of Directors. Based on their evaluation as of June 30, 2026, the Company's Principal Executive Officer and Principal Financial Officer have concluded that the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and such information is accumulated and communicated to management, including the principal executive and principal financial officers as appropriate, to allow timely decisions regarding required disclosures.

Changes in Internal Controls Over Financial Reporting

In connection with the evaluation required by paragraph (d) of Rule 13a-15 under the Exchange Act, there was no change identified in the Company's internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

There have been no material changes to the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2025.