Bankruptcy: Nikola Corp
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.
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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.
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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.
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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.
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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.
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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.
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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.
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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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