Filed pursuant to Rule 424(b)(3)
Registration No. 333-239940
PROSPECTUS SUPPLEMENT NO. 45
(to Prospectus dated July 27, 2020)
Nikola Corporation
Up to 249,843,711 Shares of Common Stock
This prospectus supplement supplements the prospectus dated July 27, 2020 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-239940). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our current report on Form 8-K, filed with the Securities and Exchange Commission on March 16, 2023 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement relate to the offer and sale from time to time by the selling securityholders named in the Prospectus or their donees, pledgees, transferees or other successors in interest (the “Selling Securityholders”) of up to 249,843,711 shares of our common stock, $0.0001 par value per share (“Common Stock”), which includes (i) up to 6,640,000 shares held by certain persons and entities (the “Original Holders”) holding shares of Common Stock initially purchased by VectoIQ Holdings, LLC (the “Sponsor”) and Cowen Investments II, LLC (“Cowen Investments” and, together with the Sponsor, the “Founders”) in a private placement in connection with the initial public offering of VectoIQ Acquisition Corp. and (ii) 243,203,711 shares held by certain affiliates of the Company. We are registering the shares for resale pursuant to such stockholders’ registration rights under a Registration Rights and Lock-Up Agreement between us and such stockholders, which in addition to such registration rights, also provides for certain transfer and lock-up restrictions on such shares.
Our Common Stock is listed on the Nasdaq Global Select Market under the symbol “NKLA”. On March 15, 2023, the closing price of our Common Stock was $1.64.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
See the section entitled “Risk Factors” beginning on page 7 of the Prospectus to read about factors you should consider before buying our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is March 16, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 16, 2023
NIKOLA CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-38495 | 82-4151153 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
4141 E Broadway Road Phoenix, AZ | 85040 | |
| (Address of principal executive offices) | (Zip Code) |
(480) 666-1038
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.0001 par value per share | NKLA | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
As previously announced on December 30, 2022, Nikola Corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the investors named therein (the “Investors”) for the sale of up to $125,000,000 in principal amount of senior convertible notes (the “Notes”), in a registered direct offering. The Notes are convertible into shares (“Shares” and together with the Notes, the “Securities”) of the Company’s common stock, $0.0001 par value per share (“Common Stock”), subject to certain conditions and limitations.
The Company’s initial closing for the sale of $50,000,000 in aggregate principal amount of series A senior convertible notes (the “Series A Notes”) was consummated on December 30, 2022. On March 17, 2023, the Company expects to consummate the sale of an additional $25,000,000 in aggregate principal amount of series B-1 senior convertible notes (the “Series B-1 Notes”) to the Investors (the “Offering”).
On March 16, 2023, the Company and the Investors entered into an amendment to the Purchase Agreement (the “Purchase Agreement Amendment”) to, among other things, allow the Company to access its Permitted Equity Lines (as defined in the Purchase Agreement) during the three-trading days following the conversion of a Note and to waive the minimum closing price requirement with respect to the sale of Series B-1 Notes.
The Company estimates that the net cash proceeds will be approximately $24.8 million from the closing of the Offering, after deducting the estimated expenses of the Offering.
The Offering is being made pursuant to the Company’s existing shelf registration statement on Form S-3 (Registration No. 333-264068), which was filed with the Securities and Exchange Commission (“SEC”) on April 1, 2022 and declared effective by the SEC on April 14, 2022. A prospectus supplement relating to the Offering, together with the accompanying base prospectus included in the registration statement, are being filed with the SEC on or about March 16, 2023.
The Series B-1 Notes were issued pursuant to the first supplemental indenture (the “First Supplemental Indenture”), dated as of March 16, 2023, between the Company and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”). The First Supplemental Indenture supplements the indenture entered into by and between the Company and the Trustee, dated as of March 16, 2023 (the “Base Indenture”, and together with the First Supplemental Indenture, the “Indenture”). The Series B-1 Notes are senior, unsecured obligations of the Company, bearing interest at a rate of 5.0% per annum, payable in arrears on the first calendar day of each calendar quarter, beginning June 1, 2023, payable in shares of Common Stock, cash or a combination of shares and cash, at the Company’s option. The interest rate will increase to an annual rate of 12.5% per annum upon the occurrence and during the continuance of an event of default under the Series B-1 Notes. The Series B-1 Notes will mature on March 17, 2024, subject to extension at the option of the noteholders in certain instances. Upon any conversion, redemption or other repayment of a Note, a “make-whole” amount equal to the amount of additional interest that would accrue under such Note at the interest rate then in effect assuming that the outstanding principal of such Notes remained outstanding through and including the maturity date of such Note.
Each holder of Notes may convert all, or any part, of the outstanding principal of the Notes, together with accrued and unpaid interest, any make-whole amount and any late charges thereon, at any time at such holder’s option, into shares of Common Stock at the “Conversion Price” (subject to proportional adjustment upon the occurrence of any stock split, stock dividend, stock combination and/or similar transactions), which is equal to the lower of (i) the reference price; (ii) the lower of the reference price and the greater of (a) the floor price and (b) the volume weighted average price of Common Stock as of the applicable conversion date; and (iii) the greater of the floor price and as elected by the converting holder, either (1) depending on the delivery time of the applicable conversion notice, (x) the volume weighted average price of Common Stock as of the applicable conversion date or (y) the average volume weighted average price of Common Stock immediately prior to the applicable conversion date or (2) 95% of the average volume weighted average price of Common Stock for the three trading days commencing on, and including, the applicable conversion date. The reference price and floor price are subject to customary adjustments upon any stock split, stock dividend, stock combination, recapitalization or similar event.
The foregoing summaries of the Indenture, the First Supplemental Indenture, the Purchase Agreement and the Purchase Agreement Amendment do not purport to be complete and are subject to, and qualified in their entirety by, the full text thereof, as applicable, which are attached as Exhibits 4.1, 4.2, 10.1 and 10.2, respectively, to this Current Report on Form 8-K.
In order to provide flexibility and to support the Company’s existing and future financing activities, the Company plans to seek stockholder approval to increase the number of authorized shares of its Common Stock under its restated certificate of incorporation at its upcoming annual meeting of stockholders scheduled to be held on June 6, 2023. This Current Report on Form 8-K shall not constitute a solicitation of proxies, which will only be made pursuant to a definitive proxy statement filed with the SEC.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information contained above in Item 1.01 with respect to the issuance of the Series B-1 Note is hereby incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 16, 2023
| NIKOLA CORPORATION | ||
| By: | /s/ Britton M. Worthen | |
| Britton M. Worthen | ||
| Chief Legal Officer | ||