Nikola Corporation (NKLA)

[WeTheMarket]

Prospectus Filed Pursuant to Rule 424(b)(3) (424b3) https://ih.advfn.com/stock-market/NASDAQ/nikola-NKLA/stock-news/85493547/prospectus-filed-pursuant-to-rule-424b3-424b3
July 01 2021 - 06:08AM

This prospectus relates to the offer and sale of up to 18,012,845 shares of our common stock, $0.0001 par value per share (“Common Stock”), by Tumim Stone Capital, LLC (“Tumim” or the “Selling Stockholder”).

The shares of common stock being offered by the Selling Stockholder have been and may be issued pursuant to the purchase agreement dated June 11, 2021 that we entered into with Tumim (the “Purchase Agreement”). We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of our Common Stock by the Selling Stockholder. However, we may receive up to $300.0 million in aggregate gross proceeds from sales of our Common Stock to Tumim that we may make under the Purchase Agreement, from time to time after the date of this prospectus. On June 11, 2021, we issued 155,703 shares of our Common Stock (the “Commitment Shares”) to Tumim as consideration for its irrevocable commitment to purchase shares of our Common Stock under the Purchase Agreement. See the sections titled “The Tumim Transaction” for a description of the transaction contemplated by the Purchase Agreement and “Selling Stockholder” for additional information regarding Tumim.

The Selling Stockholder may sell the shares of Common Stock included in this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Stockholder may sell the shares in the section entitled “Plan of Distribution.” The Selling Stockholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”).

The Selling Stockholder will pay all brokerage fees and commissions and similar expenses in connection with the offer and sale of the shares by the Selling Stockholder pursuant to this prospectus. We will pay the expenses (except brokerage fees and commissions and similar expenses) incurred in registering under the Securities Act the offer and sale of the shares included in this prospectus by the Selling Stockholder, including legal and accounting fees. See “Plan of Distribution.”

Our Common Stock is listed on the Nasdaq Global Select Market under the symbol “NKLA”. On June 30, 2021, the closing price of our Common Stock was $18.06.