Filed pursuant to Rule 424(b)(3)
Registration No. 333-239185
PROSPECTUS SUPPLEMENT NO. 91
(to Prospectus dated July 17, 2020)
 
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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 June 6, 2024 (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 June 5, 2024, the closing price of our Common Stock was $0.5351.
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 June 6, 2024.



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): June 5, 2024
Nikola Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-38495
(Commission File Number)
82-4151153
(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 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 5.07    Submission of Matters to a Vote of Security Holders.

Nikola Corporation (the "Company") held its 2024 annual meeting of stockholders on June 5, 2024 (the "Annual Meeting"). The matters voted upon at the Annual Meeting and the results of the voting are set forth below.

1.The following directors were elected to serve until the 2025 annual meeting of stockholders or until their successors are duly elected and qualified:
ForWithheldBroker Non-Votes
Stephen J. Girsky490,218,67874,839,115196,446,478
Michael L. Mansuetti484,121,45380,936,340196,446,478
Jonathan M. Pertchik506,347,89958,709,894196,446,478
Mary L. Petrovich491,233,05673,824,737196,446,478
Steven M. Shindler478,150,31486,907,479196,446,478
Bruce L. Smith490,384,07374,673,720196,446,478
Carla M. Tully496,629,79068,428,003196,446,478
John C. Vesco491,983,25773,074,536196,446,478
Andrew M. Vesey468,829,73596,228,058196,446,478

2.The proposal to approve an amendment to the Second Amended and Restated Certificate of Incorporation to:

(a) effect a reverse stock split of the issued shares of the Company's common stock at a ratio ranging from 1 share-for-10 shares up to a ratio of 1 share-for-30 shares, which ratio will be selected by the board of directors and set forth in a public announcement, was approved; and

ForAgainstAbstain
548,490,136201,943,54611,070,586

(b) contemporaneously with the reverse stock split, reduce the number of authorized shares of the Company's common stock from 1,600,000,000 to 1,000,000,000, was approved.

ForAgainstAbstain
552,240,323197,124,08112,139,859

3.The proposal to approve an amendment to the Nikola Corporation 2020 Stock Incentive Plan to increase the number of shares of common stock available for issuance thereunder by 130,000,000 shares, was approved.

ForAgainstAbstainBroker Non-Votes
372,670,607179,158,95313,228,228196,446,483

4.The proposal to approve, on a non-binding advisory basis, the compensation paid by the Company to its named executive officers, was approved.

ForAgainstAbstainBroker Non-Votes
375,903,574170,910,61518,243,598196,446,484

3

5.The appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024, was ratified.

ForAgainstAbstain
676,990,62460,118,58224,395,065

4




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.


NIKOLA CORPORATION
Dated: June 5, 2024By:/s/ Britton M. Worthen
Britton M. Worthen
Chief Legal Officer
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