With his criminal fraud trial scheduled to start on Sept. 12, Nikola Corp. founder Trevor Milton purchased 3 million shares of the electric truck maker’s stock, reversing a pattern of share dumping that raised tens of millions.
The move could prove profitable for Milton, who purchased the shares at $5.80 each, according to a Securities and Exchange Commission filing dated Wednesday. He sold 15 million shares in November for about $174 million.
Milton voted in June against a company proposal to raise capital by increasing the number of authorized shares from 600 million to 800 million. That set off a two-month proxy fight. The the company hired a solicitation firm to hunt down enough votes to pass the measure.
Nikola adjourned its virtual annual meeting three times before securing favorable votes from the majority of about 420 million outstanding shares.
Milton’s roughly 11% stake in Nikola would be diluted as the company uses the new share authorization to raise money. During the proxy battle, Nikola said it had only about 33 million shares left of the original 600 million authorized.
This week’s purchase raised Milton’s personal holdings to just over 51 million shares plus 1.25 million owned by his spouse. Milton has an interest in another 39 million shares co-owned with Nikola CEO Mark Russell.
Government seeks to block dismissal of newest charge against Milton
Meanwhile, Milton’s legal battles heading into his trial do not appear to be going well. U.S. District Judge Edgardo Ramos rejected Milton’s attempt to move his trial to Utah, where he lives, or Arizona, where Nikola is based,. Ramos will reside over the trial. Milton is free on a $100 million bond.
Damian Williams, U.S. Attorney for the Southern District of New York, charged Milton in July 2021 with three counts of fraud and added a fourth count in June. Williams opposes Milton’s attempt to get the newest charge dismissed.
In its opposition motion, the government said the same allegations supporting the three charges pertain to the fourth. That involves a land deal Milton tried to complete with equal amounts of cash and Nikola stock options.
The original indictment claimed that Milton’s false and misleading statements about Nikola:
- Had early success in creating a “fully functioning” semi-truck prototype known as the “Nikola One”
- Engineered and built an electric- and hydrogen-powered pickup truck known as “the Badger” from the “ground up” using Nikola’s parts and technology
- Was producing hydrogen and was doing so at a reduced cost
- Had developed batteries and other important components in-house
- Had claimed reservations for the future delivery of Nikola’s semi-trucks were binding orders representing billions in revenue.
Milton’s Wasatch Creeks Ranch deal
The fourth count is part of a superseding indictment filed June 22. It alleges Milton tried to defraud the seller of a Utah ranch by hyping the value of Nikola stock to use as part of a purchase. The government said the fraudulent claims in the first three charges pertain to the fourth charge.
“The defendant lied to the seller of the property about Nikola’s business in order to persuade the seller to accept Nikola stock options in lieu of cash — options whose value was already inflated by the defendant’s public-facing fraud scheme,” the government said in its motion filed Tuesday.
In April 2020, before Nikola was publicly traded, Milton had a real estate broker contact Peter Hicks, the owner of property known as Wasatch Creeks Ranch in Utah. Milton’s broker offered $7.5 million in cash and an option to purchase a substantial amount of Nikola stock” from Milton after his lockup expired in December 2020.
To get Hicks to accept the cash-and-stock proposal, Milton “made a number of false and misleading statements regarding Nikola’s business, consistent with the misrepresentations” in the first three charges, the government said. It cited notes and a recording of a call between Milton and Hicks on or around April 10.
Upping the cash offer
Hicks persuaded Milton to raise his cash offer to $8.5 million in June. In August, he agreed to accept options for 515,095 of Nikola shares at a strike price of $16.50 per share. Based on the share price of Nikola’s stock that day, the options were worth approximately $15 million.
The options tumbled in value following a report by short seller Hindenburg Research in September 2020 alleging Nikola was built on “an ocean of lies.” To stave off a lawsuit by Hicks, Milton sold him Nikola shares in March 2021 at a discount. Hicks sold those shares for $1.6 million.
Following Milton’s indictment in July 2021, Hicks filed a civil suit in March of this year against Milton in U.S. District Court in Utah. The government added the criminal charge based in part on lawsuit.
Milton also faces civil charges filed by the SEC over the same allegations in the criminal case. The judge in the SEC case paused that trial until Milton’s criminal trial concludes.
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