--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-102137" form_type: "8-K" ticker: null cik: "0001731289" company_name: "Nikola Corp" filed_at: "2023-04-14T23:59:59+00:00" generated_at: "2026-06-17T02:01:56.443114+00:00" event_type: "debt" sentiment: "neutral" materiality_score: 0.65 calibrated_materiality_score: 0.65 confidence: "high" source: SEC EDGAR --- # Nikola exchanges $100M notes, issues Series B convertibles; three directors to retire ## Summary - Completed exchange of $100M aggregate principal amount of Existing Notes for new 8.00%/11.00% Series B Convertible Senior PIK Toggle Notes due 2026. - Notes bear interest at 8% cash or 11% PIK, mature May 31, 2026; conversion rate 686.8132 per $1,000 principal. - Conversion limited until stockholder approval; cash settlement required prior to Authorized Share Effective Date. - Three directors (Lynn Forester de Rothschild, Gerrit A. Marx, Mark A. Russell) retiring at 2023 annual meeting. - Notes issued in private placement under Section 4(a)(2) of Securities Act to Antara Capital LP. ## SEC filing metadata - accession: 0001193125-23-102137 - form_type: 8-K - cik: 0001731289 - company_name: Nikola Corp - filed_at: 2023-04-14T23:59:59+00:00 - event_type: debt - sentiment: neutral - materiality_score: 0.65 - calibrated_materiality_score: 0.65 - confidence: high - sec_items: 1.01, 2.03, 3.02, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1731289/000119312523102137/0001193125-23-102137-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1731289/000119312523102137/d417696d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-102137 - JSON: https://secwatch.observer/filing/0001193125-23-102137.json - Plain text: https://secwatch.observer/filing/0001193125-23-102137.txt ## Key facts - Debt Financings Nikola Corp incurred convertible notes of $100.0 million aggregate principal amount with Antara Capital LP. at 8.00% per annum, to the extent paid in cash ... and 11.00% per annum, to the ext maturing May 31, 2026. - Instrument: convertible notes - Principal: $100.0 million aggregate principal amount - Counterparty: Antara Capital LP. - Rate: 8.00% per annum, to the extent paid in cash ... and 11.00% per annum, to the ext - Maturity: May 31, 2026 - Event: incurrence source text: in exchange for the Company’s issuance to the Investor of $100.0 million aggregate principal amount of the Company’s 8.00% / 11.00% Series B Convertible Senior PIK Toggle Notes due 2026 evidence_url: https://www.sec.gov/Archives/edgar/data/1731289/000119312523102137/0001193125-23-102137-index.htm - Executive change Lynn Forester de Rothschild departed as Director at Nikola Corp. - Action: retiring - Role: Director source text: Lynn Forester de Rothschild, Gerrit A. Marx and Mark A. Russell will be retiring from the Company’s board of directors at the Company’s 2023 annual meeting of stockholders. evidence_url: https://www.sec.gov/Archives/edgar/data/1731289/000119312523102137/0001193125-23-102137-index.htm - Executive change Mark A. Russell departed as Director at Nikola Corp. - Action: retiring - Role: Director source text: Lynn Forester de Rothschild, Gerrit A. Marx and Mark A. Russell will be retiring from the Company’s board of directors at the Company’s 2023 annual meeting of stockholders. evidence_url: https://www.sec.gov/Archives/edgar/data/1731289/000119312523102137/0001193125-23-102137-index.htm - Executive change Gerrit A. Marx departed as Director at Nikola Corp. - Action: retiring - Role: Director source text: Lynn Forester de Rothschild, Gerrit A. Marx and Mark A. Russell will be retiring from the Company’s board of directors at the Company’s 2023 annual meeting of stockholders. evidence_url: https://www.sec.gov/Archives/edgar/data/1731289/000119312523102137/0001193125-23-102137-index.htm - Material Agreements Nikola Corp entered into Indenture with U.S. Bank Trust Company, National Association, as trustee (effective 2023-04-11). - Action: entry - Agreement: notes offering - Counterparty: U.S. Bank Trust Company, National Association, as trustee - Effective: 2023-04-11 source text: The Notes were issued pursuant to that certain indenture, dated as of April 11, 2023 (the “Indenture”), among the Company, the Guarantor Subsidiary and any Future Subsidiary Guarantor that may become a party thereto, as guarantors, and U.S. Bank Trust Company, National Association, as trustee evidence_url: https://www.sec.gov/Archives/edgar/data/1731289/000119312523102137/0001193125-23-102137-index.htm - Material Agreements Nikola Corp entered into Exchange Agreement with Antara Capital LP., on behalf of certain of its advised or manage funds and accounts (the "Investor") valued at $100.0 million aggregate principal amount (effective 2023-03-29). - Action: entry - Agreement: notes offering - Counterparty: Antara Capital LP., on behalf of certain of its advised or manage funds and accounts (the "Investor") - Value: $100.0 million aggregate principal amount - Effective: 2023-03-29 source text: pursuant to that certain exchange and investment agreement dated as of March 29, 2023 (the “Exchange Agreement”) by and among the Company, the Guarantor Subsidiary and the Investor evidence_url: https://www.sec.gov/Archives/edgar/data/1731289/000119312523102137/0001193125-23-102137-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.