Item 1.02 Termination of a Material Definitive Agreement.
On September 8, 2020, Nikola Corporation (the "Company") filed a Current Report
on Form 8-K to report it had entered into agreements with respect to certain
transactions with General Motors Holdings LLC ("GM Holdings") and its affiliates
(collectively with GM Holdings, "GM"). Concurrently with entering into the
Memorandum of Understanding with GM Holdings on November 29, 2020, as described
in Item 8.01 of this Current Report on Form 8-K, the Company and GM terminated
the following agreements, each dated September 3, 2020: (a) Subscription
Agreement with GM Holdings, (b) Master Electric Truck Development Agreement with
GM Holdings and GM Global Technology Operations LLC, including the Master
Vehicle Supply Agreement Term Sheet and (c) Fuel Cell Supply Agreement Term
Sheet with GM Holdings (collectively, the "Prior Agreements"). The Prior
Agreements were terminated without any further obligation or liability of the
parties with respect to the subject matter of the agreements. Under the Prior
Agreements, the parties agreed, among other things, that, in exchange for the
issuance of 47,698,545 shares of the Company's common stock and certain future
payments, GM would (i) assist Nikola with the design and manufacture of the
Nikola Badger, and (ii) be an exclusive supplier (except for the European
market) of hydrogen fuel cell propulsion systems, and assist with integration,
for the Company's Class 7 and Class 8 trucks for a period of time.
Item 8.01 Other Events.
On November 29, 2020, the Company entered into a non-binding Memorandum of
Understanding ("MOU") with GM Holdings for a global supply agreement related to
the integration of GM's Hydrotec fuel cell system into the Company's commercial
semi-trucks. Under the terms of the MOU, the Company and GM will work to
integrate GM's Hydrotec fuel-cell technology into the Company's Class 7 and
Class 8 trucks for the medium- and long-haul trucking sectors. The MOU also
contemplates the parties considering a potential supply arrangement related to
GM's Ultium batteries for use in the Company's Class 7 and Class 8 trucks. The
terms of any definitive agreement between the Company and GM are subject to the
negotiation and execution of definitive documentation.
The MOU does not provide for the issuance of any of the Company's common stock
to GM. In addition, the Company announced that it will refund all previously
submitted order deposits for the Nikola Badger.
Forward Looking Statements
Certain statements included herein that are not historical facts
are forward-looking statements for purposes of the safe harbor provisions under
the Private Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as "believe," "may," "will,"
"estimate," "continue," "anticipate," "intend," "expect," "should," "would,"
"plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar
expressions that predict or indicate future events or trends or that are
not statements of historical matters. These forward-looking statements include,
but are not limited to, the Company's expectations regarding the terms and
potential benefits of the MOU or a definitive agreement with GM.
These statements are based on various assumptions and on the current
expectations of the Company's management and are not predictions of actual
performance. Forward-looking statements are subject to a number of risks and
uncertainties that could cause actual results to differ materially from
the forward-looking statements, including but not limited to: the parties'
ability to enter into definitive documentation for the supply agreement and the
terms of any such definitive documentation; the failure to realize the
anticipated benefits of the MOU or any definitive agreement; general economic,
financial, legal, political and business conditions and changes in domestic and
foreign markets; the potential effects of COVID-19; the impact of judicial,
regulatory or administrative proceedings to which the Company is, or may become
a party; risks related to the rollout of the Company's business and the timing
of expected business milestones; the effects of competition on the Company's
future business; the availability of capital; and the other risks discussed
under the heading "Risk Factors" in the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 2020 other reports and documents the
Company files from time to time with the Securities and Exchange Commission. If
any of these risks materialize or the Company's assumptions prove incorrect,
actual results could differ materially from the results implied by
these forward-looking statements. These forward-looking statements speak only as
of the date hereof and the Company specifically disclaims any obligation to
update these forward-looking statements.
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