Filed pursuant to Rule 424(b)(3)
Registration No. 333-239940
PROSPECTUS SUPPLEMENT NO. 9
(to Prospectus dated July 27, 2020)
Nikola Corporation
Up to 249,843,711 Shares of Common Stock
This
prospectus supplement supplements the prospectus dated July 27, 2020 (the “Prospectus”),
which forms a part of our registration statement on Form S-1 (No. 333-239940). 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 23, 2020 (the “Current Report”). Accordingly,
we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement
relate to the offer and sale from time to time
by the selling securityholders named in the Prospectus or their donees, pledgees, transferees or other successors in interest (the
“Selling Securityholders”) of up to 249,843,711 shares of our common stock, $0.0001 par value per share (“Common
Stock”), which includes (i) up to 6,640,000 shares held by certain persons and entities (the “Original Holders”)
holding shares of Common Stock initially purchased by VectoIQ Holdings, LLC (the “Sponsor”) and Cowen Investments
II, LLC (“Cowen Investments” and, together with the Sponsor, the “Founders”) in a private placement
in connection with the initial public offering of VectoIQ Acquisition Corp. and (ii) 243,203,711 shares held by certain affiliates
of the Company. We are registering the shares for resale pursuant to such stockholders’ registration rights under a Registration
Rights and Lock-Up Agreement between us and such stockholders, which in addition to such registration rights, also provides for
certain transfer and lock-up restrictions on such shares.
Our Common Stock is listed on the Nasdaq
Global Select Market under the symbol “NKLA”. On December 22, 2020, the closing price of our Common Stock was $16.83.
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 December 23, 2020.
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 (Date of earliest event reported):
December 22, 2020
Nikola Corporation
(Exact name of registrant as specified in
its charter)
Delaware
(State or Other Jurisdiction
of
Incorporation)
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001-38495
(Commission File Number)
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82-4151153
(I.R.S. Employer
Identification No.)
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4141 E Broadway Road
Phoenix,
AZ
(Address of principal executive offices)
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85040
(Zip Code)
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(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 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
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Trading symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.0001 par value per share
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NKLA
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging
growth company as defined in 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 x
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
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Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On December 22, 2020,
the board of directors (the “Board”) of Nikola Corporation (the “Company”) increased the size of the Board
to ten directors, and appointed Mary L. Petrovich to serve as a member of the Board. Ms. Petrovich was designated a Class I
director and will stand for re-election at the Company’s annual meeting of stockholders in 2021.
Ms. Petrovich, age
57, has served as an operating executive at the Carlyle Group, a global asset management company, since June 2011, and as an advisor
to American Security Partners, a private equity firm, since September 2013. Ms. Petrovich served in various capacities at AxleTech
International, a supplier of off-highway and specialty vehicle drive train systems and components, as Executive Chair from December
2014 through July 2019, following its acquisition by General Dynamics, as General Manager from 2008 to 2011, and as Chairman and
Chief Executive Officer, from 2001 to 2008. Ms. Petrovich has served on the board of directors of Woodward, Inc. (Nasdaq: WWD),
a designer, manufacturer, and service provider of control solutions for the aerospace and
industrial markets, since 2002. Ms. Petrovich served as a director of WABCO Holdings Inc. (NYSE: WBC), a
global supplier of electronic, mechanical, electro-mechanical and aerodynamic products for manufacturers of commercial trucks,
buses and trailers, and passenger cars, from November 2011 to December 2018. Ms. Petrovich also serves as chairman of the
board of DealerShop, North America’s largest buying group for car dealers and a private company, and Traxen, a private company
focused on developing useful combination of technologies to promote safe driving, efficient fuel use and to provide beneficial
and actionable big data to heavy-duty trucking industry. Ms. Petrovich holds a bachelor’s degree in engineering from the
University of Michigan, and an M.B.A. from Harvard University. In connection with her appointment to the Board, Ms. Petrovich will
enter into the Company’s standard form of indemnification agreement.
Ms. Petrovich will
receive compensation for her service as a non-employee director, as described under the heading “Directors and Executive
Officers—Director Compensation” in Item 2.01 of the Company’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on June 8, 2020.
Ms. Petrovich has no
family relationships with any of the Company’s directors or executive officers, and
she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On December 23, 2020,
the Company announced the termination of its agreement with Republic Services, Inc. to develop refuse trucks. As previously announced,
Republic Services, Inc. had agreed to order 2,500 electric refuse trucks, with the ability to order up to 5,000 units.
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.
Dated: December 23, 2020
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NIKOLA CORPORATION
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By:
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/s/ Britton M. Worthen
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Britton M. Worthen
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Chief Legal Officer and Secretary
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