Nikola (NKLA) files to offer 34.16 million shares of common stock

Nikola (NASDAQ: NKLA) disclosed:

This prospectus relates to the resale from time to time by the selling stockholders identified in this prospectus of up to 34,159,256 shares of our common stock, $0.0001 par value per share, or common stock, which is the maximum number of shares issuable at the current conversion rate of 320.9243 shares per $1,000 principal amount of Notes (as defined below), which conversion rate is in effect through January 31, 2025, consisting of (i) up to 33,920,250 shares issuable upon conversion of our 8.00% / 11.00% Convertible Senior PIK Toggle Notes due 2026, or the June 2022 Notes, that are outstanding as of the date of this prospectus, and (ii) up to 239,006 shares issuable upon conversion of our 8.00% / 8.00% Series C Convertible Senior PIK Toggle Notes due 2026, or the June 2023 Notes, that are outstanding as of the date of this prospectus and the maximum principal amount of June 2023 Notes potentially issuable on December 31, 2024 as payment in kind, or PIK, interest payments on such June 2023 Notes. The June 2022 Notes and the June 2023 Notes are referred to herein as the Notes.

When we refer to the selling stockholders in this prospectus, we are referring to the entities named in this prospectus as the selling stockholders and, as applicable, any donees, pledgees, transferees or other successors-in-interest selling shares of our common stock or interests in shares of our common stock received after the date of this prospectus from the selling stockholders as a gift, pledge, partnership distribution or other non-sale related transfer. We will not receive any of the proceeds from the sale of the shares of our common stock by the selling stockholders.

Our registration of the shares of our common stock covered by this prospectus does not mean that the selling stockholders will offer or sell any of the shares of our common stock. The selling stockholders identified in this prospectus may sell the shares of our common stock covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the selling stockholders may sell the securities in the section entitled “Plan of Distribution.”

Our common stock is listed on the Nasdaq Global Select Market, or Nasdaq, under the symbol “NKLA.” On December 6, 2024, the last reported sale price of our common stock was $1.61 per share.

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