424B3 1 prospectussupplementno6433.htm 424B3 Document
Filed pursuant to Rule 424(b)(3)
Registration No. 333-239185
(to Prospectus dated July 27, 2020)
Nikola Corporation
Up to 53,390,000 Shares of Common Stock
Up to 23,890,000 Shares of Common Stock Issuable Upon Exercise of Warrants
This prospectus supplement supplements the prospectus dated July 17, 2020 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-239185). 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 August 4, 2023 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement relates to the issuance by us of up to an aggregate of up to 23,890,000 shares of our common stock, $0.0001 par value per share (“Common Stock”), which consists of (i) up to 890,000 shares of Common Stock that are issuable upon the exercise of 890,000 warrants (the “Private Warrants”) originally issued in a private placement in connection with the initial public offering of VectoIQ and (ii) up to 23,000,000 shares of Common Stock that are issuable upon the exercise of 23,000,000 warrants (the “Public Warrants” and, together with the Private Warrants, the “Warrants”) originally issued in the initial public offering of VectoIQ.
The Prospectus and this prospectus supplement also relate to the offer and sale from time to time by the selling securityholders named in the Prospectus (the “Selling Securityholders”) of (i) up to 53,390,000 shares of Common Stock (including up to 890,000 shares of Common Stock that may be issued upon exercise of the Private Warrants) and (ii) up to 890,000 Private Warrants.
Our Common Stock is listed on the Nasdaq Global Select Market under the symbol “NKLA”. On August 3, 2023, the closing price of our Common Stock was $3.395.
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 7 of 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 August 4, 2023.

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): August 3, 2023
Nikola Corporation
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
    4141 E Broadway Road
    Phoenix, AZ    85040
    (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 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 classTrading symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 par value per shareNKLAThe 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 3, 2023, the board of directors (the “Board”) of Nikola Corporation (the “Company”) appointed Stephen J. Girsky President and Chief Executive Officer in connection with Michael Lohscheller’s resignation from that position, in each case effective August 4, 2023. Mr. Lohscheller also resigned from the Board, effective August 31, 2023.
Mr. Lohscheller will remain employed with the Company through September 29, 2023 as a non-executive officer in an advisory capacity to support the transition. In recognition of his service to the Company, the Board accelerated the vesting of certain restricted stock units held by Mr. Lohscheller that were otherwise scheduled to vest in 2024.
Mr. Girsky, age 61, has served as President, Chief Executive Officer and a director of VectoIQ Acquisition Corp., the Company’s predecessor company, from January 2018 to June 2020 and continues to serve as a member of the Board. Effective August 4, 2023, Mr. Girsky will cease serving as Chair of the Board, but will remain a member of the Board. Mr. Girsky is a Managing Partner of VectoIQ, LLC, an independent advisory and investment firm based in New York. Mr. Girsky served in a number of capacities at General Motors Company (NYSE: GM), a vehicle manufacturer (“General Motors”), from November 2009 until July 2014, including Vice Chairman, having responsibility for global corporate strategy, new business development, global product planning and program management, global connected consumer/OnStar, and GM Ventures LLC, global research & development and global purchasing and supply chain. Mr. Girsky also served on General Motors’ board of directors following its emergence from bankruptcy in June 2009 until June 2016. Mr. Girsky currently serves on the board of directors of Brookfield Business Partners Limited, the general partner of Brookfield Business Partners, L.P. (NYSE: BBU; TSX BBU.UN), a private equity company.
In connection with Mr. Girsky’s appointment as President and Chief Executive Officer, Mr. Girsky and the Company entered into an Executive Employment Arrangement (the “Employment Agreement”), pursuant to which Mr. Girsky will receive an annual base salary of $1,000,000, 550,000 restricted stock units and 1,000,000 performance stock units. Mr. Girsky’s Employment Agreement contains customary confidentiality and intellectual property assignment provisions.
Pursuant to the Employment Agreement, in the event of an Involuntary Termination (as defined in the Employment Agreement) of Mr. Girsky’s employment and subject to Mr. Girsky’s delivery of an effective release of claims and ongoing compliance with certain post termination restrictive covenants, including two-year noncompete and nonsolicitation covenants and a nondisparagement covenant, Mr. Girsky would be entitled to receive: (1) a lump sum cash payment in an amount equal to $2,600,000, less applicable withholding taxes; (2) a lump sum cash payment equal to 18 months of COBRA benefits coverage, less applicable withholding taxes; (3) the acceleration in full of all unvested equity and equity based awards, other than Mr. Girsky’s performance-based award (and the post termination exercise period for unexercised stock options will be extended to three years following his termination date); and (4) following certification by the Board, Mr. Girsky’s performance-based stock award will vest in an amount based upon the achievement of the performance milestones prior to his termination date.
As President and Chief Executive Officer, Mr. Girsky will continue to be party to the Company’s form of indemnification agreement previously entered into upon his joining the Board. The appointment of Mr. Girsky as President and Chief Executive Officer was not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Mr. Girsky and any director or executive officer of the Company, and there are no transactions between Mr. Girsky and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

On August 3, 2023, the Board appointed Steven M. Shindler, a current member of the Board and Chair of the Audit Committee, Chair of the Board effective, August 4, 2023. In connection with his appointment as Chair, the Board granted Mr. Shindler 75,000 restricted stock units.

Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on August 3, 2023. The matters voted upon at the meeting and the results of those votes are set forth below.
1.The following directors were elected to serve until the 2024 annual meeting of stockholders or until their successors are duly elected and qualified:
Broker Non-Votes
Stephen J. Girsky
Michael Lohscheller
Michael L. Mansuetti
Mary L. Petrovich
Steven M. Shindler
Bruce L. Smith
Andrew M. Vesey
2.The proposal to approve an amendment to the Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 800,000,000 to 1,600,000,000 was approved.
3.The proposal to approve the issuance of the Company’s common stock upon the conversion of 8.00% / 11.00% Series B Convertible Senior PIK Toggle Notes due 2026 and related change of control was approved.
4.The proposal to approve an amendment to the Nikola Corporation 2020 Stock Incentive Plan was approved.
5.The proposal to approve, on a non-binding advisory basis, the compensation paid by the Company to its named executive officers, was approved.
Broker Non-Votes
6.The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 was ratified.


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: August 4, 2023
By:/s/ Britton M. Worthen
Britton M. Worthen
Chief Legal Officer