Item 8.01 Other Events.
At the 2024 annual meeting of stockholders of Nikola Corporation (the “Company”) held on June 5, 2024, the Company’s stockholders approved a reverse stock split with a ratio of not less than 1-for-10 and not greater than 1-for-30, with the exact ratio of the reverse stock split, if any, to be determined by the Board of Directors of the Company (the “Board”). On June 13, 2024, the Board approved a 1-for-30 reverse stock split (the “Reverse Stock Split”) of the Company’s issued shares of common stock, $0.0001 par value per share (the “Common Stock”).
The Reverse Stock Split will be effective as of June 24, 2024 at 4:01 p.m, Eastern Time (the “Effective Time”). Beginning on June 25, 2024, the Common Stock will trade on The Nasdaq Stock Market (“Nasdaq”) on a split-adjusted basis under the existing symbol NKLA, with the new CUSIP number 654110303.
Following the Effective Time, every thirty issued shares of Common Stock will be automatically reclassified into one issued share of Common Stock. No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share of Common Stock are instead entitled to (and with respect to holders that have certificated shares, upon surrender to the exchange agent of certificates representing such shares) a cash payment in lieu thereof at a price equal to the stockholder’s proportionate interest in the proceeds, net of certain costs associated with such sale, from the aggregation and sale in one or more transactions of the fractional shares by the Company’s exchange agent.
Proportionate adjustments will be made to the number of shares of Common Stock underlying the Company’s outstanding equity awards, warrants, the number of shares issuable under its equity incentive plans, and other existing agreements, as well as the exercise or conversion price, as applicable, and to the conversion rate of the Company’s outstanding convertible notes. The Reverse Stock Split will not affect the par value of the Common Stock. Contemporaneously with the Reverse Stock Split, the number of authorized shares of Common Stock will be reduced from 1,600,000,000 to 1,000,000,000.
The Reverse Stock Split will affect all stockholders uniformly and would not change any stockholder’s percentage ownership interest in the Company (other than as a result of the treatment of fractional shares). Continental Stock Transfer & Trust Company is acting as the exchange agent for the Reverse Stock Split. Stockholders holding shares of Common Stock registered directly in their name in book entry form or beneficially via a broker, bank, trust or other nominee are not required to take any action to receive post-split shares and will have their positions automatically adjusted to reflect the Reverse Stock Split. Stockholders holding shares of Common Stock in certificated form will receive a letter of transmittal from Continental Stock Transfer & Trust Company with instructions on how to receive post-split shares after the Effective Time, if applicable.