UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: March 30, 2023

(Date of earliest event reported)

Nikola Corporation

(Exact name of registrant as specified in its charter)

(480) 666-1038

(Registrant’s telephone number, including area code)

N/A

(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:

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

On March 30, 2023, Nikola Corporation (the “Company”) issued a press release announcing the commencement of an underwritten public offering and a concurrent registered direct offering of its common stock. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Disclosures

The Company has updated its disclosures. The disclosures are filed herewith as Exhibit 99.2 and are incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of federal securities laws, including statements relating to: our potential capital sources, assumptions related thereto and access to such potential capital sources; expectations related to the underwritten public offering and the concurrent registered direct offering, including timing, size and completion thereof; the exchange of our convertible senior PIK toggle notes and documentation related thereto; and our plans to seek stockholder approval at our upcoming annual meeting of stockholders. These forward-looking statements generally are identified by words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report, including but not limited to: risks related to obtaining stockholder approval; risks related to the ability of the Company to consummate the underwritten public offering and the concurrent registered direct offering on a timely basis or at all; and the satisfaction of the conditions precedent to consummation of the underwritten public offering and the concurrent registered direct offering. There can be no assurance that the underwritten public offering or the concurrent registered direct offering or any other matters described above will in fact be consummated in the manner described or at all.

For additional information regarding factors that may cause actual results to vary materially from those stated in forward-looking statements, see the reports of the Company filed with or furnished to the SEC from time to time. These forward-looking statements are made only as of the date hereof and the Company disclaims any obligation to update any forward-looking statement, except as required by law.

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SIGNATURE

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.

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