Bankruptcy: Nikola Corp

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Form Type: S-8 POS

Filing Date: 2025-04-10

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000173128925000050

Filing Summary: Nikola Corporation filed a Post-Effective Amendment on Form S-8 regarding its previous Registration Statements. This filing serves to terminate all securities offerings due to the company's voluntary petition for relief under Chapter 11 Bankruptcy, filed on February 19, 2025. The amendment includes details such as the deregistration of unsold securities across several previously registered equity plans and outlines the impact of a one-for-thirty reverse stock split effective from June 24, 2024. The company has concluded the registration of shares of common stock, resulting in no remaining securities registered under the referenced Registration Statements.

Document Link: View Document

Additional details:

Registration Number: 333-245006


Date Filed: 2020-08-12


Equity Plan Name: Nikola Corporation 2020 Stock Incentive Plan


Shares Originally Registered: 86521209


Registration Number: 333-268141


Date Filed: 2022-11-03


Equity Plan Name: Nikola Corporation 2022 Inducement Plan


Shares Originally Registered: 1577812


Registration Number: 333-274123


Date Filed: 2023-08-21


Equity Plan Name: Nikola Corporation 2020 Stock Incentive Plan


Shares Originally Registered: 30000000


Registration Number: 333-281434


Date Filed: 2024-08-09


Equity Plan Name: Nikola Corporation 2020 Stock Incentive Plan


Shares Originally Registered: 4333333


Form Type: S-8 POS

Filing Date: 2025-04-10

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000173128925000052

Filing Summary: Nikola Corporation filed a Post-Effective Amendment to deregister unsold securities from various previously filed Form S-8 Registration Statements. This action comes after the company filed for voluntary relief under chapter 11 bankruptcy on February 19, 2025. The Registration Statements being deregistered include those related to the Nikola Corporation 2020 Stock Incentive Plan, 2020 Employee Stock Purchase Plan, 2017 Stock Option Plan, 2022 Inducement Plan, and Romeo Power, Inc. 2020 Long-Term Incentive Plan. The filing indicates the termination of all offerings of its securities pursuant to existing registration statements under the Securities Act of 1933, reflecting a significant corporate action following the bankruptcy proceedings.

Document Link: View Document

Additional details:

Registration Number: 333-245006


Date Filed: 2020-08-12


Name Of Equity Plan: Nikola Corporation 2020 Stock Incentive Plan, Nikola Corporation 2020 Employee Stock Purchase Plan, Nikola Corporation 2017 Stock Option Plan


Number Of Shares Of Common Stock Originally Registered: 86,521,209


Registration Number: 333-268141


Date Filed: 2022-11-03


Name Of Equity Plan: Nikola Corporation 2022 Inducement Plan, Romeo Power, Inc. 2020 Long-Term Incentive Plan


Number Of Shares Of Common Stock Originally Registered: 1,577,812


Registration Number: 333-274123


Date Filed: 2023-08-21


Name Of Equity Plan: Nikola Corporation 2020 Stock Incentive Plan


Number Of Shares Of Common Stock Originally Registered: 30,000,000


Registration Number: 333-281434


Date Filed: 2024-08-09


Name Of Equity Plan: Nikola Corporation 2020 Stock Incentive Plan


Number Of Shares Of Common Stock Originally Registered: 4,333,333


Form Type: S-8 POS

Filing Date: 2025-04-10

Corporate Action: Bankruptcy

Type: New

Accession Number: 000173128925000054

Filing Summary: On April 10, 2025, Nikola Corporation filed a Post-Effective Amendment to its Form S-8 with the SEC to deregister unsold securities related to previous equity plans, following a Notification of Removal from Listing on Form 25. This action is connected to Nikola's voluntary Chapter 11 bankruptcy petition filed on February 19, 2025. The amendment aims to terminate the offerings of its securities pursuant to existing registration statements, reflecting the termination of registration for shares that remain unsold as of this date. The filing confirms the company's status as a non-accelerated filer and an emerging growth company, as well as notes the reverse stock split effective on June 24, 2024, impacting the number of shares originally registered.

Document Link: View Document

Additional details:

Registration No: 333-245006


Date Filed: 2020-08-12


Number Of Shares: 86,521,209


Registration No: 333-268141


Date Filed: 2022-11-03


Number Of Shares: 1,577,812


Registration No: 333-274123


Date Filed: 2023-08-21


Number Of Shares: 30,000,000


Registration No: 333-281434


Date Filed: 2024-08-09


Number Of Shares: 4,333,333


Form Type: S-8 POS

Filing Date: 2025-04-10

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000173128925000056

Filing Summary: On April 10, 2025, Nikola Corporation filed a Post-Effective Amendment to deregister unsold shares under the previously filed Registration Statements on Form S-8. This follows the company's notification to delist its common stock from The Nasdaq Stock Market and the filing for voluntary bankruptcy petitions under Chapter 11 on February 19, 2025. The amendment terminates the effectiveness of the Registration Statements and deregisters any remaining unsold shares, indicating that no securities will remain registered pursuant to these statements. The document details the registration numbers and related equity plans involved.

Document Link: View Document

Additional details:

Registration No: 333-245006


Equity Plan: Nikola Corporation 2020 Stock Incentive Plan


Equity Plan: Nikola Corporation 2020 Employee Stock Purchase Plan


Equity Plan: Nikola Corporation 2017 Stock Option Plan


Equity Plan: Nikola Corporation 2022 Inducement Plan


Equity Plan: Romeo Power, Inc. 2020 Long-Term Incentive Plan


Number Of Shares: 86521209


Number Of Shares: 1577812


Number Of Shares: 30000000


Number Of Shares: 4333333


Form Type: S-8 POS

Filing Date: 2025-04-10

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000173128925000058

Filing Summary: On April 10, 2025, Nikola Corporation filed a Post-Effective Amendment No. 2 on Form S-8 related to its Registration Statement on Form S-4, originally filed on August 29, 2022, and declared effective on October 14, 2022. This filing pertains to the deregistration of unsold securities resulting from the company's voluntary chapter 11 bankruptcy filing on February 19, 2025. The Registrant had previously registered 4,807,361 restricted stock units and 3,593,073 performance stock units of Romeo Power, Inc., which were assumed in connection with Nikola's merger with Romeo. The registration document is terminating the effectiveness of the initial registration statement and deregistering any unsold shares of common stock as of this date, ensuring no securities will remain registered.

Document Link: View Document

Additional details:

Registration Number: 333-267140


Number Of Restricted Stock Units: 4807361


Number Of Performance Stock Units: 3593073


Bankruptcy Court: United States Bankruptcy Court for the District of Delaware


Filing Date Of Bankruptcy: 2025-02-19


Form Type: NT 10-K

Filing Date: 2025-03-31

Corporate Action: Bankruptcy

Type: New

Accession Number: 000173128925000024

Filing Summary: Nikola Corporation filed a notification of late filing for its Annual Report on Form 10-K for the year ended December 31, 2024. The company has faced difficulties due to its voluntary filing for relief under Chapter 11 of the Bankruptcy Code, which occurred in February 2025. Management's focus on the bankruptcy proceedings requires additional time to prepare and audit the financial statements. The company anticipates filing the Form 10-K as soon as possible after the completion of its audit, although it does not expect to meet the fifteen day extension period provided by Rule 12b-25. The report will also reflect significant changes in operations, including increased revenue and impairment charges. Cautionary notes regarding forward-looking statements are included, emphasizing risks related to the bankruptcy proceedings and the unknown impact on financial results.

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Additional details:

Contact Name: Britton M. Worthen


Contact Phone: (480)581-8888


Anticipated Change: Yes


Reasons For Change: An increase in revenue due to sales volume and potential additional impairment charges related to intangible assets.


Form Type: 8-K

Filing Date: 2025-02-21

Corporate Action: Bankruptcy

Type: New

Accession Number: 000173128925000011

Filing Summary: On February 19, 2025, Nikola Corporation and certain direct domestic subsidiaries filed voluntary petitions for relief under chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware. Following this filing, the Company received a Delisting Notice from Nasdaq indicating that its securities would be delisted due to this bankruptcy filing and associated public interest concerns. The notice cited issues regarding the residual equity interest of existing shareholders and the Company's ability to comply with continued listing requirements. Trading of Nikola's common stock on Nasdaq will be suspended at the opening of business on February 26, 2025, and a Form 25-NSE will be filed with the SEC to remove the Company’s securities from listing. The Company does not plan to appeal this determination.

Document Link: View Document

Additional details:

Bankruptcy Filing Date: 2025-02-19


Delisting Notice Date: 2025-02-19


Trading Suspension Date: 2025-02-26


Form Type: 8-K

Filing Date: 2025-02-19

Corporate Action: Bankruptcy

Type: New

Accession Number: 000173128925000004

Filing Summary: On February 19, 2025, Nikola Corporation and certain of its direct domestic subsidiaries filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. They have requested authorization to pursue a structured sale of their assets through a competitive auction process under Section 363 of the Bankruptcy Code while continuing their operations as 'debtors-in-possession'. The Company has engaged Houlihan Lokey Capital, Inc. to assist in evaluating strategic options, which may include a potential sale of some or all of its assets. The filing accelerated certain obligations under existing debt instruments, totaling approximately $44 million in principal and interest due. The Company is also expected to incur significant professional fees in connection with the bankruptcy. Furthermore, a retention bonus program was established to incentivize key employees to remain through potential corporate transactions. The uncertainty surrounding asset value realization has led to anticipated impairments and adjustments to the carrying value of a significant portion of its assets. The market impacts of the bankruptcy include significant risks for shareholders, who may experience substantial losses.

Document Link: View Document

Additional details:

Bankruptcy Petitions Date: 2025-02-19


Operating As Debtors In Possession: yes


Asset Sale Authorization: yes


Engaged Advisor: Houlihan Lokey Capital, Inc.


Total Principal Due: $44,174,000


Retention Bonus Amount: 10% to 50% of current annual base compensation, max $500,000


Retention Bonus Program Status: established


Impairment Unidentified Amount: significant


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