424B3 1 d276487d424b3.htm 424B3 424B3

Filed pursuant to Rule 424(b)(3)

Registration No. 333-261112


(to Prospectus dated November 29, 2021)




Nikola Corporation

Common Stock



This prospectus supplement supplements the prospectus dated November 29, 2021 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-261112). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our current report on Form 8-K, filed with the Securities and Exchange Commission on December 22, 2021 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

The Prospectus and this prospectus supplement relates to the offer and sale of up to 29,042,827 shares of our common stock, $0.0001 par value per share (“Common Stock”), by the selling stockholders named in the Prospectus or their donees, pledgees, transferees or other successors in interest.

Our Common Stock is listed on the Nasdaq Global Select Market under the symbol “NKLA”. On December 21, 2021, the closing price of our Common Stock was $9.42.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.



See the section entitled “Risk Factors” beginning on page 11 of the Prospectus and in the documents incorporated by reference in the Prospectus to read about factors you should consider before buying our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is December 22, 2021.





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 21, 2021



Nikola Corporation

(Exact name of registrant as specified in its charter)




Delaware   001-38495   82-4151153

(State or Other Jurisdiction of


  (Commission File Number)  

(I.R.S. Employer

Identification No.)

4141 E Broadway Road

Phoenix, AZ

(Address of principal executive offices)   (Zip Code)

(480) 666-1038

(Registrant’s telephone number,

including area code)


(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 obligations 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





Name of each exchange

on which registered

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 8.01

Other Events.

By order dated December 21, 2021, Nikola Corporation (the “Company”) and the Securities and Exchange Commission (“SEC”) reached a settlement arising out of the SEC’s investigation of the Company. Under the terms of the settlement, without admitting or denying the SEC’s findings, the Company agreed to cease and desist from future violations of the Securities Exchange Act of 1934 and Rules 10b-5 and 13a-15(a) thereunder and Section 17(a) of the Securities Act of 1933; to certain voluntary undertakings; and to pay a $125 million civil penalty, to be paid in five installments over two years, with the first installment to be paid by the end of 2021 and the remaining installments to be paid semiannually through 2023. The Company previously reserved the full amount of the settlement in the quarter ended September 30, 2021, as disclosed in the Company’s quarterly report on Form 10-Q for such quarter, filed with the SEC on November 4, 2021. The previously disclosed government actions against Trevor Milton remain ongoing. Please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2021. The SEC’s cease and desist order is available on the SEC’s website.


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

Dated: December 21, 2021



By:   /s/ Britton M. Worthen

Britton M. Worthen


Chief Legal Officer