Form 10-Q/A - Quarterly report [Sections 13 or 15(d)]: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-38495

Nikola Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware

82-4151153

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer
Identification No.)

4141 E Broadway Road

Phoenix, AZ

85040

(Address of principal executive offices)

(Zip Code)

(480) 581-8888

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Title of Each Class

Trading Symbol(s)

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 (1) has ﬁled all reports required to be ﬁled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to ﬁle such reports), and (2) has been subject to such ﬁling requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such ﬁles). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 30, 2023, there were 1,016,409,878 shares of the registrant’s common stock outstanding.

Nikola Corporation

Form 10-Q/A

(Amendment No. 1)

For the Quarterly Period Ended September 30, 2023

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A (this “Amendment”) amends the Quarterly Report on Form 10-Q of Nikola Corporation (the “Company”, "we", "us" or "our") for the quarter ended September 30, 2023, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 2, 2023 (the “Original Filing”).

This Amendment is being filed to revise Part II “Item 5. Other Information” by adding information regarding Rule 10b5-1 trading arrangements adopted by certain of its officers during the three month period ended September 30, 2023, which was inadvertently omitted from the Original Filing.

In addition, as required by Rule 12b-15 of the Securities and Exchange Act of 1934 (the “Exchange Act”), a new certification by the Company’s principal executive officer and principal financial officer is filed herewith as Exhibit 31.3 to this Amendment under Item 6, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certification has been omitted. The Company is also not including new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002), as no financial statements are being filed with this Amendment.

Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update or restate the information in the Original Filing or reflect any events that have occurred after the Original Filing was made. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time as of which the Original Filing was made. This Amendment should be read together with the Original Filing and the Company’s other filings with the SEC.

ITEM 5. OTHER INFORMATION

During the three months ended September 30, 2023, no director or officer adopted or terminated any contract, instruction or written plan for the purchase or sale of securities of the Company pursuant to Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K), except as provided below:

Joseph R. Pike, our Chief Human Resources Officer, adopted a Rule 10b5-1 trading arrangement on August 9, 2023, which provided for the potential sale of up to 200,000 of restricted stock units and up to 126,695 shares of common stock issuable upon exercise of options through November 11, 2024.

Britton M. Worthen, our Chief Legal Officer and Secretary, adopted a Rule 10b5-1 trading arrangement on August 8, 2023, which provided for the potential sale of up to 300,000 of restricted stock units and up to 1,000,000 shares of common stock issuable upon exercise of options through May 10, 2024.

Anastasiya Pasterick, our Chief Financial Officer, adopted a Rule 10b5-1 trading arrangement on August 22, 2023, which provided for the potential sale of up to 45,140 shares of common stock and up to 79,342 of restricted stock units through February 21, 2025.

The trading arrangements listed above are intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

ITEM 6. EXHIBITS


Exhibit No.			Description
	3.1		Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-239185)).
	3.2		Certificate of Amendment of the Second Amended and Restated Certificate of Incorporation of Nikola Corporation (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-4 filed August 29, 2022).
	3.3	@	Certificate of Amendment of the Second Amended and Restated Certificate of Incorporation of Nikola Corporation .
	3.4		Amended and Restated Bylaws (as amended as of May 31, 2022) (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 1, 2022).
	4.1		Indenture by and between Nikola Corporation and Wilmington Savings Fund Society, FSB, as trustee, dated August 21, 2023 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on August 21, 2023).
	4.2		First Supplemental Indenture (including Form of Note) by and between Nikola Corporation and Wilmington Savings Fund Society, FSB, as trustee, dated August 21, 2023 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on August 21, 2023).
	4.3		Second Supplemental Indenture (including Form of Series A-2 Senior Convertible Note) by and between Nikola Corporation and Wilmington Savings Fund Society, FSB, as trustee, dated September 22, 2023 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on September 22, 2023).
	10.1		Amended and Restated Equity Distribution Agreement by and between Nikola Corporation and Citigroup Global Markets Inc., as sales agent, dated August 4, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 4, 2023).
	10.2		Securities Purchase Agreement by and between Nikola Corporation and the investors named therein, dated August 21, 2023 (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form S-8 filed on August 21, 2023).
	10.3	#	Nikola Corporation 2020 Stock Incentive Plan, as amended and restated on April 12, 2023 (incorporated by reference to Exhibit 99.1 to the Re gistrant's Registration Statement on Form S-8 filed on August 21, 2023 ).
	10.4	# @	Executive Employment Agreement by and between Nikola Corporation and Stephen J. Girsky dated August 4, 2023 .
	10.5	# @	Executive Transition Services Agreement by and between Nikola Corporation and Michael Lohscheller, dated August 4, 2023 .
	10.6	#	Executive Employment Agreement by and between Nikola Corporation and Mary S. Chan, dated September 15, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 19, 2023).
	10.7	#	Executive Employment Agreement by and between Nikola Corporation and Joseph S. Cappello, dated September 15, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 21, 2023).
	31.1	@	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	@	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
	31.3	**	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1	^ @	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .


32.2	^ @	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
101	**	Inline XBRL ("iXBRL") for the information under Part II, Item 5, “Other Information” of this Amendment No. 1 on Form 10-Q/A.
101.INS		Inline XBRL Instance.
101.SCH		Inline XBRL Extension Calculation Linkbase.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase.
104		Cover Page Interactive Data File (formatted as Inline XBRL).

________________

# Indicates management contract or compensatory plan or arrangement.

^ In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 are deemed to accompany the Original Filing and will not be deemed “filed” for purposes of Section 18 of the Exchange Act or deemed to be incorporated by reference into any filing under the Exchange Act or the Securities Act except to the extent that the registrant specifically incorporates it by reference.

@ Filed or furnished with the Original Filing.

** Filed herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to Quarterly Report on Form 10-Q/A to be signed on its behalf by the undersigned thereunto duly authorized.


	NIKOLA CORPORATION

Date: March 1, 2024	By:	/s/ Stephen J. Girsky
		Stephen J. Girsky
		President, Chief Executive Officer and Acting Chief Financial Officer

Exhibit 31.3

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen J. Girsky, certify that:

1.I have reviewed this Amendment No. 1 to Quarterly Report on Form 10-Q/A of Nikola Corporation; and

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3.[Intentionally omitted.]

4.[Intentionally omitted.]

5.[Intentionally omitted.]


Date: March 1, 2024			/s/ Stephen J. Girsky
			Stephen J. Girsky
			President, Chief Executive Officer, and Acting Chief Financial Officer
			(Principal Executive Officer and Principal Financial Officer)

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2023	Oct. 30, 2023
Cover [Abstract]
Document Type	10-Q/A
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-38495
Entity Registrant Name	Nikola Corporation
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-4151153
Entity Address, Address Line One	4141 E Broadway Road
Entity Address, City or Town	Phoenix
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85040
City Area Code	480
Local Phone Number	581-8888
Title of 12(b) Security	Common stock, $0.0001 par value per share
Trading Symbol	NKLA
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		1,016,409,878
Entity Central Index Key	0001731289
Document Fiscal Year Focus	2023
Amendment Flag	true
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Amendment Description	This Amendment No. 1 on Form 10-Q/A (this “Amendment”) amends the Quarterly Report on Form 10-Q of Nikola Corporation (the “Company”, "we", "us" or "our") for the quarter ended September 30, 2023, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 2, 2023 (the “Original Filing”).This Amendment is being filed to revise Part II “Item 5. Other Information” by adding information regarding Rule 10b5-1 trading arrangements adopted by certain of its officers during the three month period ended September 30, 2023, which was inadvertently omitted from the Original Filing.In addition, as required by Rule 12b-15 of the Securities and Exchange Act of 1934 (the “Exchange Act”), a new certification by the Company’s principal executive officer and principal financial officer is filed herewith as Exhibit 31.3 to this Amendment under Item 6, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certification has been omitted. The Company is also not including new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002), as no financial statements are being filed with this Amendment.Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update or restate the information in the Original Filing or reflect any events that have occurred after the Original Filing was made. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time as of which the Original Filing was made. This Amendment should be read together with the Original Filing and the Company’s other filings with the SEC.

Insider Trading Arrangements	3 Months Ended	9 Months Ended
Insider Trading Arrangements	Sep. 30, 2023 shares	Sep. 30, 2023 shares
Trading Arrangements, by Individual
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Joseph R. Pike [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		Joseph R. Pike, our Chief Human Resources Officer, adopted a Rule 10b5-1 trading arrangement on August 9, 2023, which provided for the potential sale of up to 200,000 of restricted stock units and up to 126,695 shares of common stock issuable upon exercise of options through November 11, 2024.
Name	Joseph R. Pike
Title	Chief Human Resources Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	August 9, 2023
Arrangement Duration	460 days
Britton M. Worthen [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		Britton M. Worthen, our Chief Legal Officer and Secretary, adopted a Rule 10b5-1 trading arrangement on August 8, 2023, which provided for the potential sale of up to 300,000 of restricted stock units and up to 1,000,000 shares of common stock issuable upon exercise of options through May 10, 2024.
Name	Britton M. Worthen
Title	Chief Legal Officer and Secretary
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	August 8, 2023
Arrangement Duration	276 days
Anastasiya Pasterick [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		Anastasiya Pasterick, our Chief Financial Officer, adopted a Rule 10b5-1 trading arrangement on August 22, 2023, which provided for the potential sale of up to 45,140 shares of common stock and up to 79,342 of restricted stock units through February 21, 2025.
Name	Anastasiya Pasterick
Title	Chief Financial Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	August 22, 2023
Arrangement Duration	549 days
Joseph R. Pike, Restricted Stock Units [Member] \| Joseph R. Pike [Member]
Trading Arrangements, by Individual
Aggregate Available	200,000	200,000
Joseph R. Pike, Common Stock [Member] \| Joseph R. Pike [Member]
Trading Arrangements, by Individual
Aggregate Available	126,695	126,695
Britton M. Worthen, Restricted Stock Units [Member] \| Britton M. Worthen [Member]
Trading Arrangements, by Individual
Aggregate Available	300,000	300,000
Britton M. Worthen, Common Stock [Member] \| Britton M. Worthen [Member]
Trading Arrangements, by Individual
Aggregate Available	1,000,000	1,000,000
Anastasiya Pasterick, Common Stock [Member] \| Anastasiya Pasterick [Member]
Trading Arrangements, by Individual
Aggregate Available	45,140	45,140
Anastasiya Pasterick, Restricted Stock Units [Member] \| Anastasiya Pasterick [Member]
Trading Arrangements, by Individual
Aggregate Available	79,342	79,342