| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 4, 2023, Nikola Corporation (the “Company”) entered into that certain Amended and Restated Equity Distribution Agreement (the “Agreement”) with Citigroup Global Markets Inc. (the “Sales Agent”), which amends and restates that certain Equity Distribution Agreement dated August 30, 2022 (the “Existing Agreement”), pursuant to which the Company may sell shares of its common stock, $0.0001 par value per share, from time to time having an aggregate offering price of up to $600,000,000, with the Sales Agent acting as an agent for sales. Under the Existing Agreement, the Company could sell shares of its common stock from time to time having an aggregate offering price of up to $400,000,000. Through the date hereof, the Company has issued and sold 91,364,670 shares of common stock under the Existing Agreement for gross proceeds of approximately $241.8 million and, as a result of the increase, the Company may sell additional shares of common stock under the Agreement for an aggregate offering price of up to $358,235,072. As of August 1, 2023, there were 779,457,337 shares of the Company’s common stock outstanding. Pursuant to the Agreement, the Company may offer and sell the shares in transactions deemed to be an “at-the-market” offering as defined in Rule 415(a)(4) of the Securities Act of 1933.
The Company will pay the Sales Agent a commission equal to 2.5% of the gross proceeds from the sale of shares of common stock by it as agent under the Agreement. The Agreement provides that the Company will provide customary indemnification rights to the Sales Agent. The Company has no obligation to sell any shares of common stock pursuant to the Agreement and may at any time suspend sales pursuant to the Agreement. Either party may terminate the Agreement at any time without liability of any party.
The shares of common stock will be sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-264068), that was previously declared effective by the Securities and Exchange Commission (“SEC”) on April 14, 2022, including the related prospectus dated April 14, 2022, as supplemented by the prospectus supplement dated August 4, 2023. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.
The foregoing description of the Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
