Nikola (NKLA) Enters Amended and Restated Equity Distribution Agreement, $95M ATM

On May 7, 2024, Nikola (NASDAQ: NKLA) amended and restated its existing Amended and Restated Equity Distribution Agreement with Citigroup Global Markets Inc. (the “Sales Agent”) dated August 4, 2023 (as amended and restated, the “Agreement”) to update certain references to its independent registered public accounting firm, 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 $311,698,443, 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 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 May 7, 2024 for an aggregate offering price of up to $95,000,000, which is substantially all of the remaining amount available under the Company’s shelf registration statement. 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.

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