nö kannst gerne berechtigte Kritik schreiben, wird wohl keiner was dagegen haben, wenn es Fakten gibt.
Aber bei deinem Gekritzel fragt man sich immer, ob man in unserem Land versehentlich vergessen hat eine Anstalt abzuschließen. Und zu einem Forum gehört nunmal das man News einstelt, Pro und Contral. Da du das anscheinend nicht zu verstehen magst solltest du vielleicht die Lektüre wechseln.
Wie wäre es denn mit einem Buch was in Entenhausen spielt. Und eins ist dabei schon sehr klar, du bist Donald. Schönen Abend und vergiss deinen Schnuller nicht!
Ja, es geht um die Tumim Shares. Verstehe auch nicht, warum der Kurs mit der Registrierung so abgeschmiert ist. Vielleicht wurde überreagiert, ohne das SEC überhaupt zu lesen. Man wird morgen Nachmittag sehen, was der Kurs macht...
Erkauft sich Stimmrechte in den naechsten 3 Jahren im Wert von 18 Mio Aktien. Nikola bestimmt, wann Tumim kaufen muss. Der Preis richtet sich nach dem zum Zeitpunkt des Kaufs aufgerufenen Marktpreis. Je hoeher der Kurs, um so mehr Bares fuer Nikola. Die Aktien duerfen von Tumim nicht verliehen oder veraeussert werden.
Das ist investieren! Das machst Du, wenn du von einem Unternehmen ueberzeugt bist. Alles andere sind Short-Stories.
Bei dem SEC-Filing, das Squideye gestern um 23 Uhr ins Forum gestellt hat, geht es darum, dass TUMIM die Nikola-Aktien weiterverkauft bzw. weiterverkaufen wird. Offensichtlich wurde die Vereinbarung zwischen Nikola und TUMIM abgeändert.
?The Selling Stockholder? ist Nikola. Und nun bin ich gespannt auf Deine Erläuterung wie von @squideye gefordert. Du kannst auch deine eigenen Beiträge melden, wenn Du der Meinung bist, etwas nicht ganz korrekt gepostet zu haben.
"THE TUMIM TRANSACTION" ab Seite 42. Da stehen die Rahmenbedingungen unter:
"Termination of the Purchase Agreement"
Unless earlier terminated as provided in the Purchase Agreement, the Purchase Agreement will terminate automatically on the earliest to occur of:
the first day of the month next following the 36-month anniversary of the Commencement Date;
the date on which Tumim shall have purchased shares of Common Stock under the Purchase Agreement for an aggregate gross purchase price equal to its $300 million Total Commitment under the Purchase Agreement;
This prospectus relates to the offer and sale of up to 18,012,845 shares of our common stock, $0.0001 par value per share (“Common Stock”), by Tumim Stone Capital, LLC, (“Tumim” or the “Selling Stockholder”).
This prospectus relates to shares of our Common Stock that may be offered and sold from time to time by Tumim. All of the Common Stock offered by the Selling Stockholder pursuant to this prospectus will be sold by the Selling Stockholder for its own account.
The shares of common stock being offered by the Selling Stockholder have been and may be issued pursuant to the purchase agreement dated June 11, 2021 that we entered into with Tumim (the “Purchase Agreement”).
The Selling Stockholder may sell the shares of Common Stock included in this prospectus in a number of different ways and at varying prices.
Tumim has informed us that it intends to use one or more registered broker-dealers to effectuate all sales, if any, of our common stock that it has acquired and may in the future acquire from us pursuant to the Purchase Agreement. Such sales will be made at prices and at terms then prevailing or at prices related to the then current market price. Each such registered broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. Tumim has informed us that each such broker-dealer will receive commissions from Tumim that will not exceed customary brokerage commissions.
The shares of common stock offered by this prospectus are being offered by the Selling Stockholder, Tumim. The shares may be sold or distributed from time to time by the Selling Stockholder directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of the shares of Common Stock offered by this prospectus could be effected in one or more of the following methods:
ordinary brokers’ transactions;
transactions involving cross or block trades;
through brokers, dealers, or underwriters who may act solely as agents;
“at the market” into an existing market for the shares of Common Stock;
in other ways not involving market makers or established business markets, including direct sales to purchasers of sales effected through agents;
in privately negotiated transactions; or any combination of the foregoing.
We know of no existing arrangements between the Selling Stockholder or any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares of our common stock offered by this prospectus.
"Closing Date (the ?Termination Date?), provided that a registration statement covering the resale of shares of common stock that have been and may be issued under the Purchase Agreement, which the Company agreed to file with the Securities and Exchange Commission (the ?SEC?) pursuant to the Registration Rights Agreement, is declared effective by the SEC and a final prospectus in connection therewith is filed and the other conditions set forth in the Purchase Agreement are satisfied."
CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2021
Entry into a Material Definitive Agreement.
On June 11, 2021, Nikola Corporation (the ?Company?) entered into a purchase agreement (the ?Purchase Agreement?) and a registration rights agreement (the ?Registration Rights Agreement?) with Tumim Stone Capital LLC (?Tumim?), pursuant to which Tumim has committed to purchase up to $300 million of the Company?s common stock, $0.0001 par value per share (the ?Total Commitment?).
Under the terms and subject to the conditions of the Purchase Agreement, the Company has the right, but not the obligation, to sell to Tumim, and Tumim is obligated to purchase, up to $300 million of the Company?s common stock. Such sales of common stock by the Company, if any, will be subject to certain limitations, and may occur from time to time at the Company?s sole discretion, over the period commencing on the date of the Purchase Agreement (the ?Closing Date?) and ending on the first day of the month following the 36-month anniversary of the Closing Date (the ?Termination Date?), provided that a registration statement covering the resale of shares of common stock that have been and may be issued under the Purchase Agreement, which the Company agreed to file with the Securities and Exchange Commission (the ?SEC?) pursuant to the Registration Rights Agreement, is declared effective by the SEC and a final prospectus in connection therewith is filed and the other conditions set forth in the Purchase Agreement are satisfied.
Tumim has no right to require the Company to sell any shares of common stock to Tumim, but Tumim is obligated to make purchases as the Company directs, subject to certain conditions. There are no upper limits on the price per share that Tumim must pay for shares of common stock. Actual sales of shares of common stock to Tumim will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the Company?s common stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations.
The net proceeds under the Purchase Agreement to the Company will depend on the frequency and prices at which the Company sells shares of its common stock to Tumim. The Company expects that any proceeds received by the Company from such sales to Tumim will be used for working capital and general corporate purposes.
The Company has agreed with Tumim that it will not enter into any ?equity line of credit? transactions with any third party during the term of the Purchase Agreement. Tumim has covenanted not to enter into or effect, in any manner whatsoever, directly or indirectly, any short sales of the Company?s common stock or hedging transaction which establishes a net short position with respect to the common stock.
As consideration for Tumim?s irrevocable commitment to purchase shares of the Company?s common stock upon the terms of and subject to satisfaction of the conditions set forth in the Purchase Agreement, upon execution of the Purchase Agreement, the Company issued 155,703 shares of its common stock to Tumim.
The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, conditions and indemnification obligations of the parties. The Company has the right to terminate the Purchase Agreement at any time, at no cost or penalty, subject to the survival of certain provisions of the Purchase Agreement and the Registration Rights Agreement. The Purchase Agreement will automatically terminate upon the Termination Date, the date on which the Investor shall have purchased the Total Commitment and in the event of bankruptcy proceedings by or against the Company. Tumim may terminate the Purchase Agreement upon (i) the occurrence of an event constituting a material adverse effect (as defined in the Purchase Agreement), (ii) the occurrence of a change of control transaction, (iii) the failure by the Company to file a registration statement by the applicable deadline set forth in the Registration Rights Agreement, (iv) the lapse of the effectiveness, or unavailability of, a registration statement filed by the Company pursuant to the Registration Rights Agreement for a period of 30 consecutive trading days or for more than an aggregate of 120 trading days in any 365-day period or (v) the suspension of trading of the Company?s common stock for a period of three (3) consecutive trading days.
Textauszug: "The shares of common stock being offered by the Selling Stockholder have been and may be issued pursuant to the purchase agreement dated June 11, 2021 that we entered into with Tumim (the “Purchase Agreement”). "
Jetzt der Textauszug aus dem Puchase Agreement, Seite 28: "Section 6.9. Selling Restrictions. The Investor agrees that beginning on the date of this Agreement and ending on the date of termination of this Agreement as provided in Article VIII, neither the Investor, nor any of its Affiliates, agents or representatives, shall in any manner whatsoever enter into or effect, directly or indirectly, any (i) Short Sales of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock. In addition to the foregoing, in connection with any resale of Securities, the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements of the Securities Act and the Exchange Act."
JUST ANNOUNCED: Nikola takes an equity interest in a clean hydrogen project, expected to be one of the largest in the US. Learn more about our investment in Wabash Valley Resources here: https://t.co/Kmsr684IXs