Annual report [Section 13 and 15(d), not S-K Item 405]

Stockholders' Equity

v3.25.0.1
Stockholders' Equity
 12 Months Ended
Dec. 31, 2024
Stockholders' Equity Note [Abstract]  
Stockholders' Equity Stockholders' Equity
The Company’s Common Stock and Public 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.
Preferred stock may be issued at the discretion of the Company’s Board of Directors, as may be permitted by the General Corporation Law of the State of Delaware, and without further stockholder action. The shares of preferred stock would be
issuable for any proper corporate purpose, including, among other things, future acquisitions, capital raising transactions consisting of equity or convertible debt, stock dividends or issuances under current and any future stock incentive plans, pursuant to which the Company may provide equity incentives to employees, officers and directors, and in certain instances may be used as an antitakeover defense. As of December 31, 2024 and 2023, there were no preferred stock issued and outstanding.
The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. The holders of common stock are not entitled to cumulative voting rights with respect to the election of directors, and as a consequence, minority stockholders are not able to elect directors on the basis of their votes alone. As of December 31, 2024 and 2023, no dividends have been declared to date.
The Company had reserved common stock, on an as-converted basis, for future issuance as follows:
December 31,
2024 2023
Stock options outstanding under 2016 Stock Plan 9,887,462  13,574,585 
Unvested RSU's under 2016 Stock Plan 3,056,014  4,675,812 
Unvested RSU's under 2021 Stock Plan 37,332,726  26,400,887 
Remaining shares available for future issuance under the 2021 plan 85,140,199  80,671,660 
Common stock warrants 28,783,069  28,783,333 
Total common stock reserved 164,199,470  154,106,277 
Stock Offerings
On May 5, 2023, the Company issued 43,985,681 shares of common stock at a price of $4.10 per share in a registered direct offering to certain institutional investors for net proceeds of $180.2 million, after deducting offering expenses payable by the Company of $0.2 million.
On June 29, 2023, the Company issued 15,037,594 shares of common stock at a price of $6.65 per share in a private placement to SKT for net proceeds of $99.9 million, after deducting offering expenses payable by the Company of $0.1 million. In connection with the investment, the Company entered into an agreement with SKT (the “Registration Rights Agreement”) with respect to the issued shares (the “Registrable Securities”) under which, subject to certain requirements and customary conditions, SKT may require the Company to register the Registrable Securities as described in the Registration Rights Agreement. The Registration Rights Agreement contains additional customary covenants between the Company and SKT and certain restrictions on transfer of the Registrable Securities. The registration rights will terminate at such time as Rule 144 is available for the sale of all of the Registrable Securities without limitation during a three-month period without registration and in certain events related to a change of control.
On October 28, 2024, the Company issued 46,000,000 shares of common stock at a price of $5.05 per share in a underwritten public offering for net proceeds of $221.8 million, after deducting commission and offering expenses payable by the Company of $10.4 million.
In December 2024, the Company entered into an Equity Distribution Agreement with Morgan Stanley & Co. LLC and Allen & Company LLC, under which the Company may offer and sell, from time to time at its sole discretion, up to an aggregate of $300,000,000 of its common stock in an “at-the-market” offering (the “ATM Offering”). During the year ended December 31, 2024, the Company sold 16,158,784 shares of its common stock under the ATM Offering, at a weighted-average gross sales price of $8.23 per share. Net proceeds of the ATM Offering during the year ended December 31, 2024, were $128.8 million after deducting $4.2 million in commissions and expenses. As of December 31, 2024, $167.0 million of common stock remain available for sale under the ATM Offering.
On October 1, 2024, the Company entered into a stock purchase agreement (the “Stock Purchase Agreement”) by and between the Company and Toyota Motor Corporation (the “Toyota”) providing for the issuance and sale by the Company to Toyota in a private placement of up to an aggregate of 99,403,579 shares of common stock, par value $0.0001 per share, at a purchase price of $5.03 per share, upon the terms and conditions set forth in the Stock Purchase Agreement (the “Toyota Private Placement”).
The Toyota Private Placement is structured in two equal tranches of $250.0 million each. The closing of each tranche is subject to the satisfaction of certain closing conditions set forth in the Stock Purchase Agreement. The first tranche (the “Initial Closing”) is subject to conditions including, but not limited to: (i) the satisfaction of certain regulatory approvals or
clearances, including with respect to the Committee on Foreign Investment in the United States and under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder; (ii) the adoption of certain changes to the provisions of the Company’s amended and restated bylaws concerning the ownership of common stock by non-citizens of the United States (the “Foreign Ownership Requirement”); (iii) the authorization by the Company’s board of directors of certain changes to Article XIV of the Company’s amended and restated certificate of incorporation concerning the Foreign Ownership Requirement (the “Charter Amendment”), subject to approval by the stockholders of the Company at the Company’s annual meeting in 2025; (iv) the execution of an amendment and restatement of the Amended and Restated Collaboration Agreement, dated August 30, 2019, between the Company and Toyota (“Restated Collaboration Agreement”); (v) the execution of a services agreement by the Company and Toyota (“Services Agreement”); and (vi) certain other customary closing conditions. The second tranche (the “Additional Closing”) is subject to conditions including, but not limited to: (i) the execution of a strategic alliance agreement relating to, among other things, manufacturing arrangements, by the Company and Toyota (“Strategic Alliance Agreement”); (ii) the approval of the Charter Amendment by the stockholders of the Company at the Company’s annual meeting in 2025; and (iii) certain other customary closing conditions. The agreements to be entered into in connection with such conditions are subject to the receipt of regulatory approvals, the parties negotiating and entering into definitive agreements and the conditions included within the applicable definitive documents.
The Company evaluated the terms of the Stock Purchase Agreement and concluded that it does not represent a financial instrument, as defined under U.S. GAAP, until the Restated Collaboration Agreement and Services Agreement for the first tranche and the Strategic Alliance Agreement for the second tranche (together the “Commercial Agreements”) are executed by the Company and Toyota. The execution of the Commercial Agreements, which are subject to negotiation and finalization between the Company and Toyota, did not occur as of December 31, 2024.