nkla-20201008
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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): October 8, 2020
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) 666-1038
(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 obligations 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, 00017312892020-10-082020-10-0800017312892020-09-142020-09-140001731289us-gaap:CommonStockMember2020-10-082020-10-08

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): October 8, 2020
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) 666-1038
(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 obligations 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 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 7.01. Regulation FD Disclosure.

On October 8, 2020, the Company issued a press release entitled “Nikola Celebrates National Hydrogen and Fuel-Cell Day 2020,” a copy of which is furnished as Exhibit 99.1 hereto. On October 8, 2020, the Company also participated in the Mission Hydrogen Online Conference, and has posted to its website a presentation made at the conference, entitled “Taking the Truck out of the Carbon Equation: Deep Dive into Alpha Fuel Cell Truck Prototype Nikola Two & More,” a copy of which is furnished as Exhibit 99.2 hereto.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.


^
This Exhibit is furnished herewith and will not be deemed “filed” for purposes of Section 18 of the Exchange Act or deemed to be incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933 except to the extent that Nikola Corporation specifically incorporates it by reference.

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.

Dated: October 9, 2020

NIKOLA CORPORATION
By:/s/ Britton M. Worthen
Britton M. Worthen
Chief Legal Officer and Secretary
NKLAThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 7.01. Regulation FD Disclosure.

On October 8, 2020, the Company issued a press release entitled “Nikola Celebrates National Hydrogen and Fuel-Cell Day 2020,” a copy of which is furnished as Exhibit 99.1 hereto. On October 8, 2020, the Company also participated in the Mission Hydrogen Online Conference, and has posted to its website a presentation made at the conference, entitled “Taking the Truck out of the Carbon Equation: Deep Dive into Alpha Fuel Cell Truck Prototype Nikola Two & More,” a copy of which is furnished as Exhibit 99.2 hereto.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.Description
104
Cover Page Interactive Data File (formatted as Inline XBRL).

^
This Exhibit is furnished herewith and will not be deemed “filed” for purposes of Section 18 of the Exchange Act or deemed to be incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933 except to the extent that Nikola Corporation specifically incorporates it by reference.

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.

Dated: October 9, 2020

NIKOLA CORPORATION
By:/s/ Britton M. Worthen
Britton M. Worthen
Chief Legal Officer and Secretary

 Document


nikolalogo11.jpg

Nikola Celebrates National Hydrogen and Fuel-Cell Day 2020

PHOENIX, October 8, 2020 — Nikola Corporation (NASDAQ: NKLA) today highlighted its ongoing hydrogen and fuel-cell efforts in celebration of National Hydrogen and Fuel-Cell Day 2020. National Hydrogen and Fuel-Cell Day was established to recognize the progress made in fuel-cell and hydrogen technologies as well as their potential role in a green future. The day falls on October 8th each year in reference to the atomic weight of hydrogen, 1.008.

“We are excited to celebrate National Hydrogen and Fuel-Cell Day 2020 by sharing our progress on our hydrogen fuel-cell technology,” said Mark Russell, Chief Executive Officer of Nikola. “Nikola is creating an ecosystem that integrates next-generation truck technology, hydrogen fueling infrastructure and maintenance. By removing commercial trucks from the carbon equation, Nikola is fulfilling our mission of leaving the world a better place.”

Nikola, along with its strategic business partners and suppliers, initially built Nikola Two Fuel-Cell Electric Vehicle (FCEV) alpha prototypes for testing and demonstration in 2019. Nikola Two FCEVs have been test-driven under extreme climate conditions in Arizona, and have completed a zero-emission beer delivery for Anheuser-Busch on public roads while operating on hydrogen.

Nikola has developed core IP related to, among other things, vehicle integration and hydrogen storage and fueling, and continues to work with its world-class partners to develop next-generation standard fueling hardware and advance hydrogen fuel-cell based transportation. As previously stated, Nikola remains committed to announcing a hydrogen station collaboration by the end of 2020, and expects to begin testing of its FCEV beta prototypes in the first half of 2022.

Nikola also announced its participation in today’s Mission Hydrogen Online Conference, the world’s largest online hydrogen event, along with many of the industry’s leading executives, engineers, scientists and policy makers. The presentation, “Taking the Truck out of the Carbon Equation: Deep Dive into Alpha Fuel Cell Truck Prototype Nikola Two & More,” can be accessed under News, Events and Presentations on Nikola’s Investor Relations page at www.nikolamotor.com/investors/.

ABOUT NIKOLA CORPORATION:
Nikola Corporation is globally transforming the transportation industry. As a designer and manufacturer of zero-emission battery-electric and hydrogen-electric vehicles, electric vehicle drivetrains, vehicle components, energy storage systems, and hydrogen station infrastructure, Nikola is driven to revolutionize the economic and environmental impact of commerce as we know it today. Founded in 2015, Nikola Corporation is headquartered in Phoenix, Arizona. For more information, visit www.nikolamotor.com or Twitter @nikolamotor.

FORWARD LOOKING STATEMENTS:
Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the company's expectations regarding its business, business model and strategy; the company's expectations regarding its projected truck builds and related specifications; the company's expectations for its trucks and market acceptance of electric trucks; and market opportunity. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of Nikola's management and are not predictions of actual performance. Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements, including but not limited to general


economic, financial, legal, regulatory, political and business conditions and changes in domestic and foreign markets; the potential effects of COVID-19; the outcome of legal proceedings to which Nikola is, or may become a party; failure to realize the anticipated benefits of the recently completed business combination; the conversion of pre-orders into binding orders; risks related to the rollout of Nikola's business and the timing of expected business milestones; the effects of competition on Nikola's future business; the availability of capital; and the other risks detailed from time to time in Nikola's reports filed with the Securities and Exchange Commission, including its quarterly report on Form 10-Q for the quarter ended June 30, 2020 and other documents Nikola files with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. These forward-looking statements speak only as of the date hereof and Nikola specifically disclaims any obligation to update these forward-looking statements.

SELL-SIDE ANALYST / INSTITUTIONAL INVESTOR INQUIRIES:
Kim Brady
kim.brady@nikolamotor.com

MEDIA CONTACTS:
Nicole Rose
nicole.rose@nikolamotor.com
480-660-6893

Colleen Robar
crobar@robarpr.com
313-207-5960

Tim Lynch / Tim Ragones
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449

missionhydrogenpresentat
Removing the Truck from the Carbon Equation Deep Dive Nikola Two Prototype

 
Disclaimer Certain statements included in this presentation that are not historical facts are forward looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Forward looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward looking statements include, but are not limited to, statements regarding the company’s expectations regarding its business, business model and strategy; the company’s expectations regarding its projected truck builds and related specifications; the company’s expectations for its trucks and market acceptance of electric trucks; and market opportunity. These statements are based on various assumptions, whether or not identified in this presentation, and on the current expectations of Nikola’s management and are not predictions of actual performance. Forward looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from the forward looking statements, including but not limited to general economic, financial, legal, regulatory, political and business conditions and changes in domestic and foreign markets; the potential effects of COVID-19; the outcome of legal proceedings to which Nikola is, or may become a party; failure to realize the anticipated benefits of the recently completed business combination; the conversion of pre-orders into binding orders; risks related to the rollout of Nikola’s business and the timing of expected business milestones; the effects of competition on Nikola’s future business; the availability of capital; and the other risks detailed from time to time under the heading "Risk Factors" in Nikola’s reports filed with the Securities and Exchange Commission, including its quarterly report on Form 10-Q for the quarter ended June 30, 2020 and other documents Nikola files with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward looking statements. These forward looking statements speak only as of the date hereof and Nikola specifically disclaims any obligation to update these forward looking statements. This presentation contains trademarks and trade names that are the property of their respective owners.

 
Agenda q Nikola Overview & Timeline q Nikola Two Fuel Cell Vehicle – Alpha Prototypes v Patented Technology v Hydrogen Storage & Fuel Cell v Development & Validation Testing q Nikola Tre BEV and FCEV Preview q HD Hydrogen Fueling Stations v HD H2 Fueling & Communications Development q US DOE Project: Nikola Novel HD Fuel Cell MEA q Conclusion

 
FC vehicles + H2 infrastructure Fuel cell trucks HD H2 stations § Long Range, Heavy Duty § < 20 min Fast Fueling (in Class 8 / 40-ton development with NEL) Commercial Vehicle § 8T On-Site Hydrogen Generation § High Torque & Power from Grid with Supplemented Output Renewable Energy § Zero Tailpipe Emissions § 10T Onsite Storage and Very Low WTW § Heavy Duty & Light Duty Fueling

 
§ NORTH AMERICA § EUROPE & NORTH AMERICA § FCEV § BEV & FCEV Status: Status: Alpha Prototypes developed 2018, debut April 2019 Developed with CNHi, based on Iveco S-Way § Dyno and closed course testing (Michigan and Arizona) § BEV (720kWh) Prototypes are being built in Germany, SOP (Ulm) § Public demonstration at Nikola World and beer delivery at in Q4 2021 Anheuser Busch Sustainability event § FCEV Prototypes will be built in 2021, SOP in 2023 § Bosch Fuel Cell System used in Prototype § Bosch Fuel Cell System

 
Nikola High Level Milestone Plan

 
Nikola Two FCEV Alpha Prototype POWER ELECTRONICS / DISTRIBUTION UNIT Distributes energy to axles and vehicle Energy Flow & Conversion DUAL Stack FUEL CELL Generates Electricity 240 kW Fuel Cell (Gross) E-AXLES / ELECTRIC MOTORS Heavy-Duty Application Power the Drive Axles Custom Build Motor and transmission in on compact unit Dual-motor commercial-vehicle eAxle 2 motors (per axle) Torque vectoring capable Independent suspension Independent Control Stability Improved ride HYDROGEN TANKS BATTERIES Hydrogen Storage Handle Dynamic Load Conditions (Acceleration, Regenerative Braking) 61 kg 250 kWh, 710 Volt capable battery pack

 
Nikola Two System Integration patents 10589788/ 20200239076- Vehicle Frame Arrangement EP3705321A1- Vehicle Rear Suspension

 
Nikola Two System Integration patents 10589788/ 20200239076- Vehicle Frame Arrangement

 
Nikola two Hydrogen storage § Nine 70MPa Type IV Hydrogen Tanks, 61kg Hydrogen Storage § Light-duty valving from production FCEVs § Partially validated GTR #13 Test/ CSA with 20,000 hydraulic fueling cycles, Valves Design Validation Tested. § Light-duty Refueling with Nikola-specific SAE J2799/ J2601 Communication to Station § Integrated Fire Shield between Battery System and HSS (Patent Pending) § Six H2 Detectors mounted throughout vehicle

 
Nikola Two Alpha Fuel cell SYstem § System power 240kW total § 2x 120kW Stack Gross § 2x 100kW System Net * § Based on PowerCell S3 Stack § Alpha/Beta level Balance of Plant components § Shock, Vibration Resistant § Series suppliers for Stack (Freudenberg, Umicore, DANA, etc.) *Images from PowerCell website

 
Fuel cell Stack External Testing § Fuel Cell Stack Testing (120kW) FAT & DV Testing on Greenlight FC Test Stand § Polarization RH-Stoichiometry-Pressure Sensitivity/ Dynamic Drive Cycle § Initial Accelerated Stress Test (AST) Evaluation Full FC Stack FAT

 
Fuel cell System External Testing § Two Single Stack Fuel Cell System Testing for FAT and Basic Function Test § Functional Safety HV/H2 Safety (Shutoff) Testing including DCDC Converter § FCCU Calibration Testing (Operation/ Diagnostics)

 
Vehicle Safety § Crash modeling: Conducted crash models to simulate frontal and lateral impacts to identify safety issues and optimize design § Simulations from validated Crash: Provided critical safety characteristics such as crash displacements, setting of sensors, isolation of HV bus Fuel Cell H2 Storage Battery

 
Nikola Tre BEV § BEV Prototypes being built in Ulm, Germany § 720kWh battery storage / 350kW charging § 480 kW (640 hp) continuous power output at nominal voltage § Dual motor gearbox integrated into solid axle

 
Nikola Tre Fuel-Cell Truck * Image courtesy of Bosch

 
Nikola’s H2 station at phoenix headquarters: HD/LD DEVELOPMENT H2 Fueling STATION with 1000kg storage and dispensing capabilities 17

 
70 MPa <20 min 60-80 kg

 
8T/Day H2 Station Concept: 70 Mpa Heavy Duty & Light Duty Zero Emission Conversion of Electricity Onsite Hydrogen Fast 70 MPA Fast 70 MPA Hydrogen Fuel Power Generation To Hydrogen via Electrolysis Storage Supply Fueling Station Hydrogen Dispenser Cell Vehicles LD Fast Charging LD Hydrogen Fueling HD Hydrogen Fueling

 
HD Fueling Equipment Development § HD H70HF Fueling Nozzle § Receptacle § Hose § Breakaway

 
Durable MEAS for HD FCE Trucks v § Reduce/eliminate crack formation during deposition/operation à improve durability § Improve catalyst utilization à Use less PGM - § More effectively orient ionomer, reducing SO3 poisoning à better mass transport and ORR activity § Accurately control pore-size distribution à better water management and mass transport v Technology Improvement Targets: § At high RH: Reduction in flooding from “macro” pores § At low RH: Improvement in ionic conductivity from water condensation in primary pores v Northeastern (Prof. Mukerjee): Dual IBAD technique to produce durable catalyst powders v Georgia Tech. (Prof. Xia): Synthesize supported durable cuboctahedral PtCo catalyst v Nikola: Novel durable CL/MEA structure (Nikola IP), to form layered structures of catalyst powders and ionomer Reference 2020 US DOE AMR Publication v CMU (Prof. Litster): Create CL transport models and recommend MEA formulation/optimization based on https://www.hydrogen.energ feedback from X-ray computed tomography and pFIB- y.gov/pdfs/review20/fc326_ SEM imaging murthi_2020_p.pdf

 
Advanced Membrane for HD Trucks FY ’20 DOE Advanced Membrane Project: Overall MEA Development at Nikola: v v Design and Develop MEAs optimized for § MEA based on reinforced PFSA membrane that • High efficiency meets performance/durability targets at ≥ 95°C • Cost § Reduce radical scavenger mobility • Durability under HD Drive Cycles § Prevent ionomer radical attack § Develop & validate HD-specific membrane AST in v Develop Accelerated Stress Tests (ASTs) conjunction with DOE FC-PAD specific to HD truck operating v conditions § Chemours § Predict fuel cell stack failure modes • New membrane chemistry and architecture § Develop mitigation strategies with an immobilized radical scavenger • Materials • High(er) Temp. Stability – develop • Appropriate control strategies ionomer/reinforcement architecture • optimizing membrane thickness for reduced gas crossover Reference: US DOE HT Membrane Workshop Presentation (Sept. 2020 )

 
Patent application families PATENT TITLE STATUS OF U.S. APPLICATION* Vehicle Frame Arrangement Issued – 10,589,788 High Volume, Fast H2 Fueling of a Heavy-Duty Vehicle Not Yet Published H2 Fueling with Bi-Directional Communication Issued – 10,800,281 Cooling System for Fuel Cell Stacks Not Yet Published Method of Operating a Fuel Cell System for a Motor Vehicle Not Yet Published Pressurized Vessel Heat Shield and Thermal Pressure Relief System Not Yet Published Catalyst Layers of Membrane-Electrode Assemblies and Methods of Making Same Not Yet Published Systems, Methods, and Devices for Cation-Associating Fuel Cell Components Not Yet Published These patent applications are directed to intellectual property developed jointly by Nikola and its partners, as well as intellectual property developed solely by Nikola. *This only denotes the status of U.S. applications. Status of related applications in other jurisdictions may differ.

 
conclusion § Nikola Two is a running Fuel Cell Electric Prototype and in operation since 2019. § Nikola owns IP related to vehicle integration, H2 storage & fueling, FC & system control, electric axle, suspension, and more. § Nikola Tre BEV Truck 2021, FCEV Truck 2023, developed together with Iveco and based on S-Way chassis and cab. § Nikola Co-Developing 70MPa HD Fueling and evaluating Fueling Hardware (nozzles, etc.) with industry group. § Nikola H2 stations will be available to both lease customers and public for Heavy Duty and Light Duty fueling. § Nikola working on DOE funded MEA development projects to meet durability requirements for HD (next generation fuel cell).

 
TRANSPORTING THE FUTURE TO NOW.

 
v3.20.2
Cover
Oct. 08, 2020
Sep. 14, 2020
Document Information [Line Items]    
Document Type 8-K  
Document Period End Date Oct. 08, 2020  
Entity Registrant Name Nikola Corporation  
Entity Incorporation, State or Country Code   DE
Entity File Number   001-38495
Entity Tax Identification Number   82-4151153
Entity Address, Address Line One 4141 E Broadway Road  
Entity Address, City or Town Phoenix  
Entity Address, State or Province AZ  
Entity Address, Postal Zip Code 85040  
City Area Code 666-1038  
Local Phone Number 480  
Written Communications false  
Soliciting Material false  
Pre-commencement Tender Offer false  
Pre-commencement Issuer Tender Offer false  
Entity Emerging Growth Company true  
Entity Ex Transition Period false  
Entity Central Index Key 0001731289  
Amendment Flag false  
Common stock, $0.0001 par value per share    
Document Information [Line Items]    
Title of 12(b) Security Common stock, $0.0001 par value per share  
Trading Symbol NKLA  
Security Exchange Name NASDAQ