UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 31, 2024, Nikola Corporation (the “Company”) amended and restated its existing Amended and Restated Equity Distribution Agreement with Citigroup Global Markets Inc. (the “Sales Agent”) dated May 7, 2024 (as amended and restated, the “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 offering price of up to $237,591,694 (the “Shares”), which reflects the unused portion of the previously authorized aggregate offering amount under the equity distribution agreement as in effect prior to the date hereof of $600,000,000, with the Sales Agent acting as an agent for sales. 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 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 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 will be sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-281633), that was previously declared effective by the Securities and Exchange Commission (“SEC”) on August 28, 2024, including the related prospectus dated August 28, 2024, as supplemented by the prospectus supplement dated October 31, 2024, relating to the offer and sale of the Shares. 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. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 5.1 | Opinion of Pillsbury Winthrop Shaw Pittman LLP. | |
| 10.1 | Third Amended and Restated Equity Distribution Agreement dated October 31, 2024 between Nikola Corporation and Citigroup Global Markets Inc., as sales agent. | |
| 23.1 | Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |
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: October 31, 2024
| NIKOLA CORPORATION | ||
| By: | /s/ Britton M. Worthen | |
| Britton M. Worthen | ||
| Chief Legal Officer | ||