Quarterly report pursuant to Section 13 or 15(d)

Common Stock

v3.21.2
Common Stock
 9 Months Ended
Sep. 30, 2021
Stockholders Equity Note [Abstract]  
Common Stock

Note 11. Common Stock

 

The Company’s common stock and warrants trade on the NYSE under the symbol “JOBY” and “JOBY WS”, respectively. Pursuant to the terms of the Amended and Restated Certificate of Incorporation, the Company is authorized to issue the following shares and classes of capital stock, each with a par value of $0.0001 per share: (i) 1,400,000,000 shares of common stock; and (ii) 100,000,000 shares of preferred stock. The holder of each share of common stock is entitled to one vote.

 

The Company has retroactively adjusted the shares issued and outstanding prior to August 10, 2021 to give effect to the Exchange Ratio.

 

Immediately prior to the Merger, Legacy Joby’s certificate of incorporation, as amended, authorized it to issue 149,793,455 shares of common stock with a par value of $0.00001 per share, and 105,500,526 shares of redeemable convertible preferred stock with a par value of $0.00001 per share.

 

On August 10, 2021, in connection with the closing of the Merger (Note 3), all of the outstanding redeemable convertible preferred stock was converted to common stock on a one-for-one basis and the respective amount was reclassified to additional paid-in capital.

 

The Company had reserved common stock, on an as-converted basis, for future issuance as follows:

 

 

 

September 30,
2021

 

 

December 31,
2020

 

Stock options and RSU’s outstanding under 2016 Stock Plan

 

 

31,942,058

 

 

 

24,576,859

 

Remaining shares available for future issuance under the 2016 plan

 

 

2,240,581

 

 

 

499,132

 

Remaining shares available for future issuance under the 2021 plan

 

 

66,535,304

 

 

 

—

 

Redeemable convertible preferred stock

 

 

—

 

 

 

332,764,215

 

Common stock warrants

 

 

28,783,333

 

 

 

758,515

 

Total common stock reserved

 

 

129,501,276

 

 

 

358,598,721

 

 

Restricted Stock

In 2017, the Company issued 829,727 shares of common stock under restricted stock purchase agreements, which allow the Company to repurchase the unvested shares of common stock if the stockholder ceases to provide services to the Company. The Company’s right to repurchase the stock lapses over ten years. As of September 30, 2021, and December 31, 2020, 484,871 and 547,101 shares of common stock, respectively, were subject to repurchase at a weighted average price of $0.029 per share and $0.1 million was recorded as a stock repurchase lability in early exercise stock option liabilities on the condensed consolidated balance sheets.

Common Stock Subject to Repurchase or Cancellation

At incorporation, the Company issued to its then parent entity (the “Former Parent”) 101,581,935 common stock and assumed the substantial majority of the Former Parent’s workforce. The common stock of the Company was issued to the Former Parent at a one-for-one ratio to the common stock of the Former Parent that were (i) 32,438,008 shares underlying the Former Parent’s common stock options previously issued to its employees (the “Former Parent Options”) at $0.006 per share exercise price, and (ii) 69,143,926 shares underlying restricted stock units issued by the Former Parent to the Company’s chief executive officer (the “Former Parent RSUs”). The Company’s common stock was issued to the Former Parent in order to achieve the economic effect whereby the then holders of the Former Parent’s common stock, stock options and restricted stock units would have ownership rights to an identical number of common stock of the Company as that to which they are entitled to with respect to the Former Parent’s common stock.

In November 2016 the Company and the Former Parent entered into a stock repurchase agreement with respect to the originally issued 101,581,935 common stock under which the Company would be entitled to repurchase at $0.006 per share or cancel the identical number of common stock issued to the Former Parent which becomes subject to repurchase or cancellation by the Former Parent under the Former Parent Options and Former Parent RSUs if such options and RSUs are unvested when an employee is terminated or vested options expire unexercised. At the time of the Company’s incorporation, 18,846,930 shares of common stock were issued by the Former Parent in respect of early exercises of the Former Parent Options, and 24,008,306 Former Parent RSU were unvested.