EX-FILING FEES 4 d475890dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Post Effective Amendment No. 1 to Form S-3

(Form Type)

Nikola Corporation

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

 

                 
      Security
Type
  

Security
Class Title

  

Fee
Calculation
or Carry
Forward
Rule

 

Amount
Registered

 

Proposed
Maximum
Offering
Price Per
Unit

  

Maximum Aggregate
Offering Price(1)

  

Fee Rate

   Amount of
Registration Fee
 
 
Newly Registered Securities

 

                 
Fees to Be Paid    Equity    Common
Stock,
$0.0001 par
value per
share
   457(c)   22,729,165(2)   $1.63    $37,048,539    0.00011020    $ 4,083  
                 
Fees
Previously
Paid
                       
           
     Total Offering Amounts                  $ 4,083  
           
     Total Fees Previously Paid                  $ 16,245  
           
     Total Fee Offsets                  $ 4,083  
           
     Net Fee Due                  $ 0.00  

Table 2: Fee Offset Claims and Sources

 

                       
    

Registrant

or Filer

Name

  Form
or
Filing
Type
 

File

Number

 

Initial

Filing

Date

 

Filing

Date

 

Fee

Offset

Claimed

  Security
Type
Associated
with Fee
Offset
Claimed
  Security
Title
Associated
with Fee
Offset
Claimed
  Unsold
Securities
Associated
with Fee
Offset
Claimed
 

Unsold
Aggregate
Offering
Amount
Associated

with

Fee

Offset

Claimed

 

Fee

Paid

with

Fee

Offset

Source

 
Rule 457(p)
                       

Fee Offset

Claims

  Nikola Corporation   S-3   333-268139   November 3, 2022       Equity   Common Stock, $0.0001 par value per share   (3)   $16,245    
                       

Fees Offset

Sources

  Nikola Corporation   POS  AM           August 22, 2023   $4,083   Equity   Common Stock, $0.0001 par value per share           $4,083

 

(1)

Estimated pursuant to Rule 457(c) under the Securities Act of 1933 (the “Securities Act”) solely for the purpose of calculating the registration fee, based upon the average of the high and low prices for the registrant’s common stock as reported on the Nasdaq Global Select Market on August 21, 2023.

 

(2)

Represents the number of shares of the registrant’s common stock that may be issued upon the conversion of the registrant’s 8.00% / 11.00% Convertible Senior PIK Toggle Notes due 2026 (the “Notes”), assuming physical settlement will apply to all such conversions and including the maximum number of make-whole shares that may be issued issuable pursuant to the terms of the Notes and the indentures pursuant to which the Notes were issued, and shares underlying the maximum principal amount of Notes potentially issuable as PIK interest payments on the Notes.

 

(3)

The registrant previously filed a registration statement on Form S-3, filed with the Securities and Exchange Commission on November 3, 2022 (the “Existing Registration Statement”), relating to the offer and sale of 43,229,689 shares of common stock issuable upon the conversion of the Notes. In connection with the filing of the Existing Registration Statement, the total registration fee of $16,245 was paid. On March 29, 2023, Antara Capital LP, on behalf of certain advised or managed funds and accounts (“Antara”) agreed to exchange $100.0 million aggregate principal amount of the Notes for $100.0 million of the Company’s 8.00% / 11.00% Series B Convertible Senior PIK Toggle Notes due 2026 (the “Exchange”). As a result of the Exchange, not all shares registered under the Existing Registration Statement are necessary for issuance upon conversion of the Notes and the related PIK interest payments, and were not sold under the Existing Registration Statement. The Existing Registration Statement is being amended to reflect the decrease in shares of common stock being offered and sold. Pursuant to Rule 457(p) of the Securities Act, the registration fee that has already been paid and remains unused with respect to the securities that were previously registered pursuant to the Existing Registration Statement and were not sold thereunder will be applied to future filing fees of the registrant.