UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~November 3113, 2024

NIKOLA CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-38495	82-4151153
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. EmployerIdentification No.)

4141 E Broadway Road Phoenix, AZ		85040
4141 E Broadway RoadPhoenix, AZ		85040
(Address of principal executive offices)		(Zip Code)

(480) 581-8888

(Registrant’s telephone number, ~~including area code)~~

including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~Tradingsymbol~~Trading symbol(s)	Name of each exchangeon which registered
Common stock, $0.0001 par value per share	NKLA	The Nasdaq Stock Market LLC
Common Stock, $0.0001 par value per share	NKLA	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

On ~~October~~November 3113, 2024, Nikola Corporation (the “Company”), ~~amended and restated~~ its ~~existing~~wholly ~~Amended~~owned ~~and~~subsidiary, ~~Restated~~Nikola ~~Equity~~Subsidiary ~~Distribution~~Corporation ~~Agreement with Citigroup Global Markets Inc.~~ (the “~~Sales~~Guarantor ~~Agent~~Subsidiary”) ~~dated~~and ~~May 7,~~U.S. ~~2024~~Bank ~~(as~~Trust ~~amended~~Company, ~~and~~National ~~restated~~Association, as trustee (the “~~Agreement~~Trustee”), ~~pursuant~~with tothe ~~which~~consent ~~the~~of ~~Company~~each ~~may~~of ~~sell~~the ~~shares~~holders of ~~its~~the ~~common~~convertible ~~stock~~notes issued thereunder, ~~$0.0001~~entered ~~par~~into ~~value~~(a) a ~~per~~Fourth ~~share,~~Supplemental ~~from~~Indenture ~~time~~(the “Fourth Supplemental Indenture”) to ~~time~~amend ~~having~~that ancertain ~~offering~~Indenture ~~price~~dated as of upJune 1, to2022 ~~$237~~among the Company,~~591,694~~ (the ~~“Shares”)~~Guarantor Subsidiary and the Trustee, which ~~reflects~~governs the ~~unused~~Company’s ~~portion~~8.00% of/ ~~the~~11.00% ~~previously~~Convertible ~~authorized~~Senior ~~aggregate~~PIK ~~offering~~Toggle ~~amount~~Notes ~~under~~due 2026 (the ~~equity~~“June ~~distribution~~2022 ~~agreement~~Notes”), asand in(b) a ~~effect~~First ~~prior~~Supplemental toIndenture (the ~~date~~“First ~~hereof~~Supplemental ofIndenture” ~~$600~~and,~~000,000,~~ together with the ~~Sales~~Fourth ~~Agent~~Supplemental ~~acting~~Indenture, asthe an“Supplemental ~~agent~~Indentures”) ~~for~~to ~~sales.~~amend ~~Pursuant~~that tocertain ~~the~~Indenture ~~Agreement~~dated as of June 23, 2023 among the Company, ~~may~~the ~~offer~~Guarantor Subsidiary and ~~sell~~the Trustee, which governs the ~~Shares~~Company’s in8.00% ~~transactions~~/ ~~deemed~~8.00% toSeries beC anConvertible ~~“at-the-market”~~Senior ~~offering~~PIK asToggle ~~defined~~Notes indue ~~Rule~~2026 ~~415~~(~~a)(4)~~the of“June 2023 Notes” and, together with the ~~Securities~~June ~~Act~~2022 ofNotes, ~~1933~~the “Notes”).

~~The~~Each ~~Company~~of ~~will~~the ~~pay~~Fourth ~~the~~Supplemental ~~Sales~~Indenture ~~Agent~~and aFirst ~~commission~~Supplemental ~~equal~~Indenture provided for, among other things, (i) modifications to ~~2.5%~~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 ~~Shares~~its byCommon itStock asfrom ~~agent~~one ~~under~~or more of the ~~Agreement.~~holders ~~The~~that ~~Agreement~~consented ~~provides~~to ~~that~~the Supplemental Indentures (the ~~Company~~“Specified ~~will~~Equity ~~provide~~Raise”), ~~customary~~the ~~indemnification~~holders ~~rights~~of the Notes may elect to convert their respective Notes at a reduced conversion price of $3.116 in the ~~Sales~~case ~~Agent~~of the June 2022 Notes and $3.116 ~~The~~in ~~Company~~the ~~has~~case noof ~~obligation~~the toJune ~~sell~~2023 ~~any~~Notes ~~Shares~~for ~~pursuant~~a tolimited period of time (after which time, the ~~Agreement~~reduced conversion prices will no long apply), and ~~may~~(ii) the ataddition of a beneficial ownership limitation such that no conversion of any ~~time~~Notes ~~suspend~~shall ~~sales~~result ~~pursuant~~in toa ~~the~~then-ownership ~~Agreement~~by such holder and its affiliates of over 9.9% ~~Either~~of ~~party~~the ~~may~~outstanding ~~terminate~~shares of the ~~Agreement~~Company’s atcommon ~~any~~stock ~~time~~or ~~without~~combined ~~liability~~voting power of ~~any~~the ~~party~~Company’s voting securities immediately after giving effect to the conversion.

~~The~~In ~~Shares~~connection ~~will~~with bethe ~~sold~~foregoing, ~~pursuant to~~ the Company’s ~~shelf~~obtained ~~registration~~a ~~statement~~limited onwaiver ~~Form~~from Sthe holder of its Series B-31 Senior Convertible Notes due 2025 (~~File~~the ~~No. 333-281633~~“Senior Convertible Notes), ~~that~~to ~~was~~permit ~~previously~~the ~~declared~~Specified ~~effective~~Equity byRaise without complying with redemption requirements under the ~~Securities~~documents ~~and~~governing ~~Exchange~~the ~~Commission~~Senior ~~(“SEC”)~~Convertible onNotes ~~August 28,~~and ~~2024,~~to ~~including~~permit the ~~related~~reduction ~~prospectus~~in ~~dated~~the ~~August 28,~~conversion ~~2024,~~price asof ~~supplemented~~the byJune 2002 Notes and the ~~prospectus~~June ~~supplement~~2023 ~~dated~~Notes; ~~October 31,~~provided ~~2024,~~that ~~relating~~the toCompany repay amounts outstanding under the ~~offer~~Senior ~~and~~Convertible ~~sale~~Notes ofwith the ~~Shares.~~net ~~This~~proceeds ~~Current~~from ~~Report~~the onSpecified ~~Form~~Equity ~~8-K~~Raise. ~~shall~~In ~~not~~addition, ~~constitute~~the anholder ~~offer~~has agreed to ~~sell~~the orrelease ~~the~~and ~~solicitation~~discharge of anall ~~offer~~obligations tounder ~~buy~~the ~~nor~~Senior ~~shall~~Convertible ~~there~~Notes beif ~~any~~payment ~~sale~~of all such amounts from the net proceeds of ~~these~~the ~~securities~~Specified inEquity ~~any~~Raise ~~state~~are made in ~~which~~the ~~such~~amount ~~offer~~of $39.4 million. In addition, ~~solicitation~~the orSecurities ~~sale~~Purchase ~~would~~Agreement, bedated ~~unlawful~~August 19, ~~prior~~2024, toby ~~the~~and ~~registration~~between orthe ~~qualification~~Company ~~under~~and the ~~securities~~investors ~~laws~~named oftherein ~~any~~will be terminated if such ~~state~~amount is paid in full.

The foregoing ~~description~~summaries of the ~~Agreement~~Fourth ~~does~~Supplemental Indenture and the First Supplemental Indenture do not purport to be complete and isare subject to, and qualified in ~~its~~their entirety by, ~~reference~~the tofull text of the ~~Agreement,~~Fourth aSupplemental ~~copy~~Indenture ofand the First Supplemental Indenture, which iswill be filed as ~~Exhibit~~exhibits ~~10.1~~to ~~hereto~~the ~~and~~Company’s isAnnual ~~incorporated~~Report ~~herein~~on byForm ~~reference~~10-K.

Item 92.0103 Creation of a Direct Financial ~~Statements~~Obligation ~~and~~or ~~Exhibits.~~an Obligation under an Off-Balance Sheet Arrangement of the Registrant

~~(d) Exhibits~~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.

Exhibit No.		Description
5.1		Opinion of Pillsbury Winthrop Shaw Pittman LLP.
10.1		Third Amended and Restated Equity Distribution Agreement dated October 31, 2024 between Nikola Corporation and Citigroup Global Markets Inc., as sales agent.
23.1		Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 31, 2024

~~NIKOLA~~3 ~~CORPORATION By: /s/ Britton M. Worthen Britton M. Worthen Chief Legal Officer~~

NIKOLA CORPORATION

Date: November 13, 2024

/s/ Britton M. Worthen

Britton M. Worthen

Chief Legal Officer

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