Form 8-K - Current report

Nikola Corp false 0001731289 0001731289 2024-11-13 2024-11-13

 

 

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): November 13, 2024

 

 

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)

[phone]

(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. ☐

 

 

 

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Item 1.01

Entry into a Material Definitive Agreement.

On November 13, 2024, Nikola Corporation (the “Company”), its wholly owned subsidiary, Nikola Subsidiary Corporation (the “Guarantor Subsidiary”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), with the consent of each of the holders of the convertible notes issued thereunder, entered into (a) a Fourth Supplemental Indenture (the “Fourth Supplemental Indenture”) to amend that certain Indenture dated as of June 1, 2022 among the Company, the Guarantor Subsidiary and the Trustee, which governs the Company’s 8.00% / 11.00% Convertible Senior PIK Toggle Notes due 2026 (the “June 2022 Notes”), and (b) a First Supplemental Indenture (the “First Supplemental Indenture” and, together with the Fourth Supplemental Indenture, the “Supplemental Indentures”) to amend that certain Indenture dated as of June 23, 2023 among the Company, the Guarantor Subsidiary and the Trustee, which governs the Company’s 8.00% / 8.00% Series C Convertible Senior PIK Toggle Notes due 2026 (the “June 2023 Notes” and, together with the June 2022 Notes, the “Notes”).

Each of the Fourth Supplemental Indenture and First Supplemental Indenture provided for, among other things, (i) modifications to the conversion privileges of the holders of the Notes issued thereunder, such that, provided the Company’s reasonably determines that it has received at least $65.0 million in gross proceeds from the sale of its Common Stock from one or more of the holders that consented to the Supplemental Indentures (the “Specified Equity Raise”), the holders of the Notes may elect to convert their respective Notes at a reduced conversion price of $3.116 in the case of the June 2022 Notes and $3.116 in the case of the June 2023 Notes for a limited period of time (after which time, the reduced conversion prices will no long apply), and (ii) the addition of a beneficial ownership limitation such that no conversion of any Notes shall result in a then-ownership by such holder and its affiliates of over 9.9% of the outstanding shares of the Company’s common stock or combined voting power of the Company’s voting securities immediately after giving effect to the conversion.

In connection with the foregoing, the Company obtained a limited waiver from the holder of its Series B-1 Senior Convertible Notes due 2025 (the “Senior Convertible Notes) to permit the Specified Equity Raise without complying with redemption requirements under the documents governing the Senior Convertible Notes and to permit the reduction in the conversion price of the June 2002 Notes and the June 2023 Notes; provided that the Company repay amounts outstanding under the Senior Convertible Notes with the net proceeds from the Specified Equity Raise. In addition, the holder has agreed to the release and discharge of all obligations under the Senior Convertible Notes if payment of all such amounts from the net proceeds of the Specified Equity Raise are made in the amount of $39.4 million. In addition, the Securities Purchase Agreement, dated August 19, 2024, by and between the Company and the investors named therein will be terminated if such amount is paid in full.

The foregoing summaries of the Fourth Supplemental Indenture and the First Supplemental Indenture do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Fourth Supplemental Indenture and the First Supplemental Indenture, which will be filed as exhibits to the Company’s Annual Report on Form 10-K.

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant

The information related to the modification of the conversion price of the Notes contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference.

 

 

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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.

 

				NIKOLA CORPORATION
Date: November 13, 2024				By:		/s/ Britton M. Worthen
				Name:		Britton M. Worthen
				Title:		Chief Legal Officer

 

3

Document and Entity Information	Nov. 13, 2024
Cover [Abstract]
Entity Registrant Name	Nikola Corp
Amendment Flag	false
Entity Central Index Key	0001731289
Document Type	8-K
Document Period End Date	Nov. 13, 2024
Entity Incorporation State Country Code	DE
Entity File Number	001-38495
Entity Tax Identification Number	82-4151153
Entity Address, Address Line One	4141 E Broadway Road
Entity Address, City or Town	Phoenix
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85040
City Area Code	(480)
Local Phone Number	581-8888
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.0001 par value per share
Trading Symbol	NKLA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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