Nikola Corporation Enters Material Definitive Agreements, Modifies Convertible Notes – 8-K Filing Highlights

On November 13, 2024, Nikola Corporation (NASDAQ: NKLA) made significant moves by entering material definitive agreements as outlined in its recent 8-K filing with the U.S. Securities and Exchange Commission.

The company, together with its subsidiary Nikola Subsidiary Corporation and U.S. Bank Trust Company, National Association as trustee, consented to the Fourth and First Supplemental Indentures modifying the terms of the 8.00% / 11.00% Convertible Senior PIK Toggle Notes due 2026 (June 2022 Notes) and the 8.00% / 8.00% Series C Convertible Senior PIK Toggle Notes due 2026 (June 2023 Notes).

Key modifications included adjustments to the conversion privileges of the Notes holders. These changes will allow holders to convert their Notes at reduced prices following a specified equity raise of at least $65.0 million from the sale of Common Stock. Additionally, a beneficial ownership limitation was added to prevent any single holder from exceeding a 9.9% ownership stake in Nikola’s common stock post-conversion.

To facilitate these changes, Nikola obtained a limited waiver from the holder of its Series B-1 Senior Convertible Notes due 2025, allowing for the Specified Equity Raise without adhering to redemption requirements and adjusting the conversion prices of the June 2022 and June 2023 Notes. The company is required to repay outstanding amounts under the Senior Convertible Notes using the net proceeds from the equity raise.

Furthermore, Nikola reached agreements for the release and discharge of all obligations under the Senior Convertible Notes provided the repayment condition is met with a specific amount of $39.4 million. This sum is also tied to the termination of a Securities Purchase Agreement inked in August 2024 with named investors.

The company stressed that the summaries of the Fourth and First Supplemental Indentures in the 8-K filing are incomplete and subject to the full text of the respective agreements, which will be filed as exhibits to Nikola’s Annual Report on Form 10-K.

The 8-K filing also indicated the creation of a direct financial obligation in conjunction with modifying the conversion price of the Notes, as detailed under Item 2.03.

Nikola Corporation, a Delaware-based entity trading on the Nasdaq Stock Market LLC under the symbol NKLA, is making strategic moves aiming to enhance its financial flexibility and strengthen its position in the market for electric vehicles.

For further updates and developments, interested parties are encouraged to refer to the company’s future filings with the Securities and Exchange Commission.

This press release does not constitute financial advice and is for informational purposes only.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Nikola’s 8K filing here.

About Nikola

Nikola Corporation operates as a technology innovator and integrator that develops energy and transportation solutions in the United States and internationally. The company operates in truck and energy units. It commercializes battery electric vehicles (BEV) and hydrogen fuel cell electric vehicles (FCEV) to the trucking sector.