Filed Pursuant to Rule 424(b)(3)
Registration No. 333-258868
PROSPECTUS SUPPLEMENT
Joby Aviation, Inc.
511,219,042 Shares of Common Stock
11,533,333 Warrants to Purchase Shares of Common Stock and
28,783,333 Shares of Common Stock Underlying Warrants
This prospectus supplement further supplements and updates the prospectus dated April 29, 2022, relating to the resale of up to (i) 511,219,042 shares of our common stock, (ii) 11,533,333 of our outstanding warrants to purchase shares of common stock and (iii) 28,783,333 shares of common stock upon the exercise of outstanding warrants by the selling securityholders named in the prospectus (including their pledgees, donees, transferees or other successors-in-interest) (the “Prospectus”).
This prospectus supplement incorporates into the Prospectus the information (other than information that is furnished and not deemed filed) contained in our attached:
•Current Report on Form 8-K, which was filed with the Securities and Exchange Commission on July 5, 2022
Our common stock and warrants are listed on the New York Stock Exchange (“NYSE”) under the symbols “JOBY” and “JOBY WS,” respectively. On June 29, 2022, the closing sale price of our common stock as reported on the NYSE was $4.69 per share and the closing price of our warrants was $0.99 per warrant.
We are an “emerging growth company” under applicable Securities and Exchange Commission rules and, as such, have elected to comply with certain reduced public company disclosure requirements for our filings with the Securities and Exchange Commission.
Our business and investment in our common stock and warrants involve significant risks. These risks are described in the section titled “Risk Factors” in the Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
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The date of this prospectus supplement is July 5, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 29, 2022
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Joby Aviation, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-39524 | 98-1548118 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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2155 DELAWARE AVENUE | | |
SUITE #225 | | |
SANTA CRUZ | , | California | | 95060 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: 831 426-3733
(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | 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:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, par value $0.0001 per share | | JOBY | | New York Stock Exchange |
Warrants to purchase common stock | | JOBY WS | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company 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 x
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. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 29, 2022, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Joby Aviation, Inc. (the “Company”) approved a relocation assistance package for Matthew Field, the Company’s Chief Financial Officer. Mr. Field will receive a one-time bonus of $200,000 upon acceptance of his offer to purchase of a residence within 50 miles of the Company’s Santa Cruz, San Carlos or Marina, California locations (the “Down Payment Assistance”). The Down Payment Assistance is subject to a pro rata repayment obligation if Mr. Field voluntarily resigns or is terminated for Cause (as defined in the Company’s 2021 Equity Incentive Plan) within 3 years.
Mr. Field will also receive an additional $100,000 in annual cash compensation, effective as of the Company’s July 8, 2022 payroll (the “Geographic Differential Compensation”). The Geographic Differential Compensation is not considered part of Mr. Field’s base salary for the purpose of calculating any bonus, equity or other compensation, will be cancelled if Mr. Field ceases to maintain a residence in the specified geographic area, will be annually reviewed by the Committee and may be cancelled at any time.
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 thereunto duly authorized.
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| | | Joby Aviation, Inc. |
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Date: | July 5, 2022 | By: | /s/ Matthew Field |
| | Name: | Matthew Field |
| | Title: | Chief Financial Officer |