Joby Aviation Inc
For the period ended Dec 31, 2023. Filed Feb 27, 2024.
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FY2023 · Filed Feb 27, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
For the fiscal year ended December 31, 2023
OR
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the transition period from ___________ to __________
Commission file number 001-39463
Joby Aviation, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 98-1548118 |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 333 Encinal Street, Santa Cruz, CA | 95060 |
| (Address of Principal Executive Offices) | (Zip Code) |
(831)201-6700
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.0001 | JOBY | New York Stock Exchange |
| Warrants to purchase common stock | JOBY WS | New York Stock Exchange |
Securities registered pursuant to section 12(g) of the Act:
None
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yeso No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yeso No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x Noo
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x Noo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | x | Accelerated filer | o |
|---|---|---|---|
| Non-accelerated filer | o | Smaller reporting company | o |
| Emerging growth company | o | ||
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
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yeso Nox
The aggregate market value of voting and non-voting common equity held by non-affiliates on June 30, 2023, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $5.62 billion, based upon the closing sales price of the common stock as reported on the New York Stock Exchange. Shares of common stock held by executive officers and directors have been excluded from this calculation because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. o Yeso No
APPLICABLE ONLY TO CORPORATE REGISTRANTS:
The registrant had outstanding 702,857,098 shares of common stock as of February 21, 2024.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Proxy Statement for the 2024 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. The registrant’s Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2023.
| Page | |
|---|---|
| PART I | |
| Item 1. Business | 2 |
| Item 1A. Risk Factors | 13 |
| Item 1B. Unresolved Staff Comments | 26 |
| Item 2. Properties | 27 |
| Item 3. Legal Proceedings | 28 |
| Item 4. Mine Safety Disclosures | 28 |
| PART II | |
| Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 29 |
| Item 6. [Reserved] | 30 |
| Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations | 31 |
| Item 7A. Quantitative and Qualitative Disclosures About Market Risk | 40 |
| Item 8. Financial Statements and Supplementary Data | 41 |
| Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures | 82 |
| Item 9A. Controls and Procedures | 82 |
| Item 9B. Other Information | 82 |
| Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 83 |
| PART III | |
| Item 10. Directors, Executive Officers and Corporate Governance | 84 |
| Item 11. Executive Compensation | 84 |
| Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters | 84 |
| Item 13. Certain Relationships and Related Transactions, and Director Independence | 84 |
| Item 14. Principal Accounting Fees and Services | 84 |
| PART IV | |
| Item 15. Exhibits, Financial Statement Schedules | 85 |
| Signatures | 87 |
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