PHOENIX, March 30, 2023 — Nikola Corporation (Nasdaq: NKLA) today announced that it has commenced an SEC-registered underwritten public offering of up to $100.0 million of shares of its common stock, before deducting underwriting discounts and commissions and other offering expenses. Nikola expects to grant the underwriter a 30-day option to purchase up to an additional $15.0 million of shares of its common stock at the public offering price, less underwriting discounts and commissions. Concurrently with the public offering, Nikola has entered into a forward stock purchase agreement with an investor, whereby the investor has agreed to purchase up to $100.0 million of shares of common stock from Nikola in a concurrent registered direct offering at the public offering price, with the actual amount of common stock purchased by the investor to be reduced by the extent of the total public offering amount from the public offering, subject to certain conditions. The public offering is not conditioned on the closing of the concurrent registered direct offering, and the closing of the concurrent registered direct offering is not conditioned on the closing of the public offering.
Nikola currently intends to use the net proceeds from the public offering and the concurrent registered direct offering for working capital and other general corporate purposes.
Citigroup is acting as the sole book-running manager for the proposed public offering.
A shelf registration statement relating to the shares was filed with the Securities and Exchange Commission and became effective on April 14, 2022 (File No. 333-264068). A copy of the preliminary prospectus supplement and accompanying prospectus relating to the public offering and the concurrent registered direct offering, when available, may be obtained from Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by telephone at (800) 831-9146.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
ABOUT NIKOLA CORPORATION
Nikola Corporation is globally transforming the transportation industry. As a designer and manufacturer of zero-emission battery-electric and hydrogen-electric vehicles, electric vehicle drivetrains, vehicle components, energy storage systems, and hydrogen station infrastructure, via the HYLA brand, Nikola is driven to revolutionize the economic and environmental impact of commerce as we know it today. Founded in 2015, Nikola Corporation is headquartered in Phoenix, Arizona. For more information, visit www.nikolamotor.com or Twitter @nikolamotor.
FORWARD LOOKING STATEMENTS
This press release contains certain forward-looking statements within the meaning of federal securities laws with respect to Nikola, including statements that relate to the timing, size and completion of the proposed public offering and the concurrent registered direct offering, the grant to the underwriters of the option to purchase additional shares in the public offering, and other information that is not historical information. Actual results or developments may differ materially from those projected or implied in these forward-looking statements. Factors that may cause such a difference include risks and uncertainties related to completion of the public offering and the concurrent registered direct offering on the anticipated terms or at all, market conditions and the satisfaction of customary closing conditions related to the public offering and the concurrent registered direct offering. More information about the risks and uncertainties faced by Nikola is contained in the section captioned “Risk Factors” in the preliminary prospectus supplement related to the public offering and the concurrent registered direct offering filed with the Securities and Exchange Commission. Nikola disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.