Filed pursuant to Rule 424(b)(3)
Registration No. 333-239940
PROSPECTUS SUPPLEMENT NO. 32
(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 August 5, 2022 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement. In addition, the introductory paragraph of Prospectus Supplement No. 31 filed on August 4, 2022 incorrectly references a Current Report on Form 8-K being attached, instead of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022. The correct attachment was included in Prospectus Supplement No. 31.
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 August 4, 2022, the closing price of our Common Stock was $7.95.
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 August 5, 2022.
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): August 2, 2022
Nikola Corporation
(Exact name of registrant as specified in its charter)
Delaware (State or Other Jurisdiction of Incorporation) | 001-38495 (Commission File Number) | 82-4151153 (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 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on August 2, 2022. The matters voted upon at the meeting and the results of those votes are set forth below.
1.The following directors were elected to serve until the 2023 annual meeting of stockholders or until their successors are duly elected and qualified:
| For | Withheld | Broker Non-Votes | |||||||||||||||||||||
| Mark A. Russell | 266,711,236 | 12,278,338 | 40,547,333 | ||||||||||||||||||||
| Stephen J. Girsky | 263,162,134 | 15,827,440 | 40,547,333 | ||||||||||||||||||||
| Lynn Forester de Rothschild | 266,479,801 | 12,509,773 | 40,547,333 | ||||||||||||||||||||
| Michael L. Mansuetti | 264,593,084 | 14,396,490 | 40,547,333 | ||||||||||||||||||||
| Gerrit A. Marx | 266,168,481 | 12,821,093 | 40,547,333 | ||||||||||||||||||||
| Mary L. Petrovich | 257,808,892 | 21,180,682 | 40,547,333 | ||||||||||||||||||||
| Steven M. Shindler | 266,486,144 | 12,503,430 | 40,547,333 | ||||||||||||||||||||
| Bruce L. Smith | 239,929,853 | 39,059,721 | 40,547,333 | ||||||||||||||||||||
| DeWitt C. Thompson, V | 266,258,791 | 12,730,783 | 40,547,333 | ||||||||||||||||||||
2. The proposal to approve an amendment to the Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 600,000,000 to 800,000,000 was approved.
| For | Against | Abstain | |||||||||||||||
| 211,725,880 | 103,985,711 | 3,825,316 | |||||||||||||||
3.The proposal to approve, on a non-binding advisory basis, the compensation paid by the Company to its named executive officers, was approved.
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| 162,765,364 | 109,831,536 | 6,392,674 | 40,547,333 | ||||||||||||||||||||
4.The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022 was ratified.
| For | Against | Abstain | |||||||||||||||
| 310,943,699 | 3,170,144 | 5,423,064 | |||||||||||||||
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: August 5, 2022
| NIKOLA CORPORATION | |||||||||||
| By: | /s/ Britton M. Worthen | ||||||||||
| Britton M. Worthen | |||||||||||
| Chief Legal Officer | |||||||||||