Item 1.01 Entry into a Material Definitive Agreement.
As previously announced on
The Company's initial closing for the sale of
On
The Company estimates that the net cash proceeds will be approximately
The Offering is being made pursuant to the Company's existing shelf registration
statement on Form S-3 (Registration No. 333-264068), which was filed with the
The Series B-1 Notes were issued pursuant to the first supplemental indenture
(the "First Supplemental Indenture"), dated as of
Each holder of Notes may convert all, or any part, of the outstanding principal of the Notes, together with accrued and unpaid interest, any make-whole amount and any late charges thereon, at any time at such holder's option, into shares of Common Stock at the "Conversion Price" (subject to proportional adjustment upon the occurrence of any stock split, stock dividend, stock combination and/or similar transactions), which is equal to the lower of (i) the reference price; (ii) the lower of the reference price and the greater of (a) the floor price and (b) the volume weighted average price of Common Stock as of the applicable conversion date; and (iii) the greater of the floor price and as elected by the converting holder, either (1) depending on the delivery time of the applicable conversion notice, (x) the volume weighted average price of Common Stock as of the applicable conversion date or (y) the average volume weighted average price of Common Stock immediately prior to the applicable conversion date or (2) 95% of the average volume weighted average price of Common Stock for the three trading days commencing on, and including, the applicable conversion date. The reference price and floor price are subject to customary adjustments upon any stock split, stock dividend, stock combination, recapitalization or similar event.
The foregoing summaries of the Indenture, the First Supplemental Indenture, the Purchase Agreement and the Purchase Agreement Amendment do not purport to be complete and are subject to, and qualified in their entirety by, the full text thereof, as applicable, which are attached as Exhibits 4.1, 4.2, 10.1 and 10.2, respectively, to this Current Report on Form 8-K.
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In order to provide flexibility and to support the Company's existing and future
financing activities, the Company plans to seek stockholder approval to increase
the number of authorized shares of its Common Stock under its restated
certificate of incorporation at its upcoming annual meeting of stockholders
scheduled to be held on
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant
The information contained above in Item 1.01 with respect to the issuance of the Series B-1 Note is hereby incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Exhibit Description 4.1 Indenture by and betweenNikola Corporation andWilmington Savings Fund Society , FSB, datedMarch 16, 2023 . 4.2 First Supplemental Indenture (including form of Series B-1 Senior Convertible Note) by and betweenNikola Corporation andWilmington Savings Fund Society , FSB, datedMarch 16, 2023 . 5.1 Opinion ofPillsbury Winthrop Shaw Pittman LLP . 10.1 Securities Purchase Agreement by and betweenNikola Corporation and the investors named therein, datedDecember 30, 2022 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed onDecember 30, 2022 ) . 10.2 Amendment to Securities Purchase Agreement, by and betweenNikola Corporation and the investors named therein, datedMarch 16, 2023 . 23.1 Consent ofPillsbury Winthrop Shaw Pitman LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (formatted as Inline XBRL).
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