EX-FILING FEES 5 d497919dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

S-3

(Form Type)

Nikola Corporation

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

 

      Security
Type
  

Security

Class

Title

   Fee
Calculation
or Carry
Forward
Rule
  Amount
Registered
  Proposed
Maximum
Offering
Price Per
Unit
  

Maximum
Aggregate

Offering

Price(1)

  

Fee

Rate

   Amount of
Registration
Fee

Newly Registered Securities

Fees to Be

Paid

   Equity    Common Stock,
$0.0001 par value per
share
   457(c)   10,266,209 (2)   $1.63    $16,733,921    0.00011020    $1,845

Fees

Previously

Paid

                                     
     Total Offering Amounts                    $1,845
     Total Fees Previously Paid                    $16,245
     Total Fee Offsets                    $1,845
     Net Fee Due                    $0.00

Table 2: Fee Offset Claims and Sources

 

     Registrant or
Filer Name
  Form
or
Filing
Type
  File Number   Initial Filing Date   Filing Date   Fee
Offset
Claimed
  Security
Type
Associated
with Fee
Offset
Claimed
  Security
Title
Associated
with Fee
Offset
Claimed
  Unsold
Securities
Associated
with Fee
Offset
Claimed
  Unsold
Aggregate
Offering
Amount
Associated
with Fee
Offset
Claimed
  Fee Paid
with Fee
Offset
Source

Rule 457(p)

Fee Offset

Claims

  Nikola Corporation   S-3   333-268139   November 3, 2022           Equity   Common Stock, $0.0001 par value per share   (3)   $16,245    

Fees Offset

Sources

  Nikola Corporation   S-3           August 22, 2023   $1,845   Equity   Common Stock, $0.0001 par value per share           $1,845

 

(1)

Estimated pursuant to Rule 457(c) under the Securities Act of 1933 (the “Securities Act”) solely for the purpose of calculating the registration fee, based upon the average of the high and low prices for the registrant’s common stock as reported on the Nasdaq Global Select Market on August 21, 2023.

(2)

Represents the number of shares of the registrant’s common stock issued upon the conversion of the registrant’s 8.00% / 11.00% Series B Convertible Senior PIK Toggle Notes due 2026 (the “Series B Notes”) and that may be issued upon conversion of the registrant’s 8.00% / 8.00% Series C Convertible Senior PIK Toggle Notes due 2026 (together with the Series B Notes, the “Notes”) assuming physical settlement will apply to all such conversions and including the maximum number of make-whole shares that may be issued issuable pursuant to the terms of the Notes and the indentures pursuant to which the Notes were issued, and shares underlying the maximum principal amount of Notes potentially issuable as PIK interest payments on the Notes.

(3)

The registrant previously filed a registration statement on Form S-3, filed with the Securities and Exchange Commission on November 3, 2022 (the “Existing Registration Statement”), relating to the offer and sale of 43,229,689 shares of the registrant’s common stock issuable upon the conversion of the registrant’s 8.00% / 11.00% Convertible Senior PIK Toggle Notes due 2026 (the “Existing Notes”). In connection with the filing of the Existing Registration Statement, the total registration fee of $16,245 was paid. On March 29, 2023, Antara Capital LP, on behalf of certain advised or managed funds and accounts (“Antara”) agreed to exchange $100.0 million aggregate principal amount of the Existing Notes for $100.0 million of the Series B Notes (the “Exchange”). As a result of the Exchange, not all shares registered under the Existing Registration Statement are necessary for issuance upon conversion of the Notes and the related PIK interest payments. The Existing Registration Statement was amended to reflect the decrease in shares of common stock being offered and sold, including reflecting a reduced filing fee of $4,083. Pursuant to Rule 457(p) of the Securities Act, the registration fee of $12,162 that has already been paid and remains unused with respect to the securities that were previously registered pursuant to the Existing Registration Statement and were not sold thereunder is being applied to $1,845 of the filing fees payable in connection with this Registration Statement.