| Item 1.01 |
Entry into a Material Definitive Agreement. |
On November 13, 2024, Nikola Corporation (the “Company”), its wholly owned subsidiary, Nikola Subsidiary Corporation (the “Guarantor Subsidiary”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), with the consent of each of the holders of the convertible notes issued thereunder, entered into (a) a Fourth Supplemental Indenture (the “Fourth Supplemental Indenture”) to amend that certain Indenture dated as of June 1, 2022 among the Company, the Guarantor Subsidiary and the Trustee, which governs the Company’s 8.00% / 11.00% Convertible Senior PIK Toggle Notes due 2026 (the “June 2022 Notes”), and (b) a First Supplemental Indenture (the “First Supplemental Indenture” and, together with the Fourth Supplemental Indenture, the “Supplemental Indentures”) to amend that certain Indenture dated as of June 23, 2023 among the Company, the Guarantor Subsidiary and the Trustee, which governs the Company’s 8.00% / 8.00% Series C Convertible Senior PIK Toggle Notes due 2026 (the “June 2023 Notes” and, together with the June 2022 Notes, the “Notes”).
Each of the Fourth Supplemental Indenture and First Supplemental Indenture provided for, among other things, (i) modifications to the conversion privileges of the holders of the Notes issued thereunder, such that, provided the Company’s reasonably determines that it has received at least $65.0 million in gross proceeds from the sale of its Common Stock from one or more of the holders that consented to the Supplemental Indentures (the “Specified Equity Raise”), the holders of the Notes may elect to convert their respective Notes at a reduced conversion price of $3.116 in the case of the June 2022 Notes and $3.116 in the case of the June 2023 Notes for a limited period of time (after which time, the reduced conversion prices will no long apply), and (ii) the addition of a beneficial ownership limitation such that no conversion of any Notes shall result in a then-ownership by such holder and its affiliates of over 9.9% of the outstanding shares of the Company’s common stock or combined voting power of the Company’s voting securities immediately after giving effect to the conversion.
In connection with the foregoing, the Company obtained a limited waiver from the holder of its Series B-1 Senior Convertible Notes due 2025 (the “Senior Convertible Notes) to permit the Specified Equity Raise without complying with redemption requirements under the documents governing the Senior Convertible Notes and to permit the reduction in the conversion price of the June 2002 Notes and the June 2023 Notes; provided that the Company repay amounts outstanding under the Senior Convertible Notes with the net proceeds from the Specified Equity Raise. In addition, the holder has agreed to the release and discharge of all obligations under the Senior Convertible Notes if payment of all such amounts from the net proceeds of the Specified Equity Raise are made in the amount of $39.4 million. In addition, the Securities Purchase Agreement, dated August 19, 2024, by and between the Company and the investors named therein will be terminated if such amount is paid in full.
The foregoing summaries of the Fourth Supplemental Indenture and the First Supplemental Indenture do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Fourth Supplemental Indenture and the First Supplemental Indenture, which will be filed as exhibits to the Company’s Annual Report on Form 10-K.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant |
The information related to the modification of the conversion price of the Notes contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference.
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