Exhibit 107
Calculation of Filing Fee Table
Post Effective Amendment No. 1 to Form S-3
(Form Type)
Nikola Corporation
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type | Security | Fee | Amount | Proposed | Maximum Aggregate | Fee Rate | Amount of Registration Fee | |||||||||||
Newly Registered Securities |
| |||||||||||||||||
Fees to Be Paid | Equity | Common Stock, $0.0001 par value per share | 457(c) | 22,729,165(2) | $1.63 | $37,048,539 | 0.00011020 | $ | 4,083 | |||||||||
Fees Previously Paid | ||||||||||||||||||
Total Offering Amounts | $ | 4,083 | ||||||||||||||||
Total Fees Previously Paid | $ | 16,245 | ||||||||||||||||
Total Fee Offsets | $ | 4,083 | ||||||||||||||||
Net Fee Due | $ | 0.00 |
Table 2: Fee Offset Claims and Sources
Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold with Fee Offset Claimed | Fee Paid with Fee Offset Source | ||||||||||||
Rule 457(p) | ||||||||||||||||||||||
Fee Offset Claims | Nikola Corporation | S-3 | 333-268139 | November 3, 2022 | Equity | Common Stock, $0.0001 par value per share | (3) | $16,245 | ||||||||||||||
Fees Offset Sources | Nikola Corporation | POS AM | August 22, 2023 | $4,083 | Equity | Common Stock, $0.0001 par value per share | $4,083 |
(1) | Estimated pursuant to Rule 457(c) under the Securities Act of 1933 (the “Securities Act”) solely for the purpose of calculating the registration fee, based upon the average of the high and low prices for the registrant’s common stock as reported on the Nasdaq Global Select Market on August 21, 2023. |
(2) | Represents the number of shares of the registrant’s common stock that may be issued upon the conversion of the registrant’s 8.00% / 11.00% Convertible Senior PIK Toggle Notes due 2026 (the “Notes”), assuming physical settlement will apply to all such conversions and including the maximum number of make-whole shares that may be issued issuable pursuant to the terms of the Notes and the indentures pursuant to which the Notes were issued, and shares underlying the maximum principal amount of Notes potentially issuable as PIK interest payments on the Notes. |
(3) | The registrant previously filed a registration statement on Form S-3, filed with the Securities and Exchange Commission on November 3, 2022 (the “Existing Registration Statement”), relating to the offer and sale of 43,229,689 shares of common stock issuable upon the conversion of the Notes. In connection with the filing of the Existing Registration Statement, the total registration fee of $16,245 was paid. On March 29, 2023, Antara Capital LP, on behalf of certain advised or managed funds and accounts (“Antara”) agreed to exchange $100.0 million aggregate principal amount of the Notes for $100.0 million of the Company’s 8.00% / 11.00% Series B Convertible Senior PIK Toggle Notes due 2026 (the “Exchange”). As a result of the Exchange, not all shares registered under the Existing Registration Statement are necessary for issuance upon conversion of the Notes and the related PIK interest payments, and were not sold under the Existing Registration Statement. The Existing Registration Statement is being amended to reflect the decrease in shares of common stock being offered and sold. Pursuant to Rule 457(p) of the Securities Act, the registration fee that has already been paid and remains unused with respect to the securities that were previously registered pursuant to the Existing Registration Statement and were not sold thereunder will be applied to future filing fees of the registrant. |