Item 1.01 Entry into a Material Definitive Agreement.
On June 11, 2021, Nikola Corporation (the "Company") entered into a purchase
agreement (the "Purchase Agreement") and a registration rights agreement (the
"Registration Rights Agreement") with Tumim Stone Capital LLC ("Tumim"),
pursuant to which Tumim has committed to purchase up to $300 million of the
Company's common stock, $0.0001 par value per share (the "Total Commitment").
Under the terms and subject to the conditions of the Purchase Agreement, the
Company has the right, but not the obligation, to sell to Tumim, and Tumim is
obligated to purchase, up to $300 million of the Company's common stock. Such
sales of common stock by the Company, if any, will be subject to certain
limitations, and may occur from time to time at the Company's sole discretion,
over the period commencing on the date of the Purchase Agreement (the "Closing
Date") and ending on the first day of the month following the 36-month
anniversary of the Closing Date (the "Termination Date"), provided that a
registration statement covering the resale of shares of common stock that have
been and may be issued under the Purchase Agreement, which the Company agreed to
file with the Securities and Exchange Commission (the "SEC") pursuant to the
Registration Rights Agreement, is declared effective by the SEC and a final
prospectus in connection therewith is filed and the other conditions set forth
in the Purchase Agreement are satisfied.
Tumim has no right to require the Company to sell any shares of common stock to
Tumim, but Tumim is obligated to make purchases as the Company directs, subject
to certain conditions. There are no upper limits on the price per share that
Tumim must pay for shares of common stock. Actual sales of shares of common
stock to Tumim will depend on a variety of factors to be determined by the
Company from time to time, including, among others, market conditions, the
trading price of the Company's common stock and determinations by the Company as
to the appropriate sources of funding for the Company and its operations.
The net proceeds under the Purchase Agreement to the Company will depend on the
frequency and prices at which the Company sells shares of its common stock to
Tumim. The Company expects that any proceeds received by the Company from such
sales to Tumim will be used for working capital and general corporate purposes.
The Company has agreed with Tumim that it will not enter into any "equity line
of credit" transactions with any third party during the term of the Purchase
Agreement. Tumim has covenanted not to enter into or effect, in any manner
whatsoever, directly or indirectly, any short sales of the Company's common
stock or hedging transaction which establishes a net short position with respect
to the common stock.
As consideration for Tumim's irrevocable commitment to purchase shares of the
Company's common stock upon the terms of and subject to satisfaction of the
conditions set forth in the Purchase Agreement, upon execution of the Purchase
Agreement, the Company issued 155,703 shares of its common stock to Tumim.
The Purchase Agreement and the Registration Rights Agreement contain customary
representations, warranties, conditions and indemnification obligations of the
parties. The Company has the right to terminate the Purchase Agreement at any
time, at no cost or penalty, subject to the survival of certain provisions of
the Purchase Agreement and the Registration Rights Agreement. The Purchase
Agreement will automatically terminate upon the Termination Date, the date on
which the Investor shall have purchased the Total Commitment and in the event of
bankruptcy proceedings by or against the Company. Tumim may terminate the
Purchase Agreement upon (i) the occurrence of an event constituting a material
adverse effect (as defined in the Purchase Agreement), (ii) the occurrence of a
change of control transaction, (iii) the failure by the Company to file a
registration statement by the applicable deadline set forth in the Registration
Rights Agreement, (iv) the lapse of the effectiveness, or unavailability of, a
registration statement filed by the Company pursuant to the Registration Rights
Agreement for a period of 30 consecutive trading days or for more than an
aggregate of 120 trading days in any 365-day period or (v) the suspension of
trading of the Company's common stock for a period of three (3) consecutive
The foregoing descriptions of the Purchase Agreement and the Registration Rights
Agreement are qualified in their entirety by reference to the full text of such
agreements, copies of which are attached hereto as Exhibits 10.1 and 4.1,
respectively, and each of which is incorporated herein in its entirety by
reference. The representations, warranties and covenants contained in such
agreements were made only for purposes of such agreements and as of specific
dates, were solely for the benefit of the parties to such agreements and may be
subject to limitations agreed upon by the contracting parties.
This current report on Form 8-K shall not constitute an offer to sell or a
solicitation of an offer to buy any shares of common stock in any state or
jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
state or other jurisdiction.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained above in Item 1.01 is hereby incorporated by reference
into this Item 3.02.
In the Purchase Agreement, Tumim represented to the Company, among other things,
that it is an "accredited investor" (as such term is defined in Rule 501(a) of
Regulation D under the Securities Act of 1933, as amended (the "Securities
Act")). The securities referred to in this current report on Form 8-K are being
issued and sold by the Company to Tumim in reliance upon the exemptions from the
registration requirements of the Securities Act afforded by Section 4(a)(2) of
the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.
Item 9.01 Financial Statements and Exhibits.
4.1 Registration Rights Agreement by and between Nikola Corporation and
Tumim Stone Capital LLC, dated June 11, 2021.
10.1 Purchase Agreement by and between Nikola Corporation and Tumim Stone
Capital LLC, dated June 11, 2021
104 Cover Page Interactive Data File (formatted as Inline XBRL).
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