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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Item 15. Exhibits, Financial Statement Schedules
Our consolidated financial statements are listed in the “Index to Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K.
Financial Statement Schedules
All financial statement schedules have been omitted because they are not applicable, not material or the required information is shown in Part II, Item 8 of this Annual Report on Form 10-K.
Exhibits
The exhibits listed below are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference, in each case as indicated below.
| Incorporation by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Description | Form | Exhibit | Filing Date | Filed Herewith |
| 2.1† | Agreement and Plan of Merger, dated as of February 23, 2021, by and among the Registrant, RTP Merger Sub Inc. and Joby Aero, Inc. | S-4 | 2.1 | 7/6/2021 | |
| 3.1 | Amended and Restated Certificate of Incorporation of Joby Aviation, Inc. | S-4 | 3.2 | 7/6/2021 | |
| 3.2 | Bylaws of Joby Aviation, Inc. | 8-K | 3.1 | 9/21/2023 | |
| 4.1 | Warrant Agreement, dated as of September 16, 2020, by and between the Registrant and Continental Stock Transfer & Trust Company, as warrant agent. | 8-K | 4.1 | 9/21/2020 | |
| 4.1(a) | Form of Amendment to the Warrant agreement, by and between the Registrant and Continental Stock Transfer & Trust Company, as warrant agent. | S-4 | 4.5 | 7/6/2021 | |
| 4.2 | Specimen Warrant Certificate. | 8-K | 4.1 | 9/21/2020 | |
| 4.3 | Description of the Registrant's Securities | X | |||
| 10.1 | Sponsor Agreement, dated as of February 23, 2021, by and among the Registrant, Reinvent Sponsor LLC and Joby Aero, Inc. | S-4 | 10.2 | 7/6/2021 | |
| 10.2 | Form of Subscription Agreement, by and between the Registrant and the undersigned subscriber party thereto. | S-4 | 10.3 | 7/6/2021 | |
| 10.3† | Amended and Restated Registration Rights Agreement, by and among Joby Aviation, Inc. and the other parties thereto. | S-4 | 10.4 | 7/6/2021 | |
| 10.4 | Form of Majority Company Equityholders Lock-Up Agreement. | S-4 | 10.5 | 7/6/2021 | |
| 10.5 | Form of Indemnification Agreement. | S-1 | 10.11 | 8/17/2021 | |
| 10.6+ | Joby Aviation, Inc. 2021 Incentive Award Plan. | S-1 | 10.12 | 8/17/2021 | |
| 10.7+ | Form of Stock Option Agreement (included in Exhibit 10.8). | S-1 | 10.13 | 8/17/2021 | |
| 10.8+ | Form of Restricted Stock Unit Award Agreement. | S-8 | 99.3 | 12/17/2021 | |
| 10.9+ | Joby Aviation, Inc. 2021 Employee Stock Purchase Plan. | S-1 | 10.15 | 8/17/2021 | |
| 10.10# | Collaboration Agreement, dated as of January 11, 2021, by and between Joby Aero, Inc. and Uber Technologies, Inc. | S-4 | 10.23 | 7/6/2021 | |
| 10.11# | Amendment No. 1 dated September 1, 2022, to the Collaboration Agreement, dated January 11, 2021, by and between Joby Aero, Inc. and Uber Technologies, Inc. | 10-Q | 10.2 | 11/4/2022 | |
| 10.12# | Amended and Restated Collaboration Agreement, dated as of August 30, 2019, by and between Joby Aero, Inc. and Toyota Motor Corporation. | S-4 | 10.24 | 7/6/2021 | |
| 10.13# | Memorandum of Understanding, dated as of February 20, 2021, by and between Joby Aero, Inc. and Toyota Motor Corporation. | S-4 | 10.25 | 7/6/2021 | |
| 10.14# | Modification to Other Transaction for Prototype Agreement, dated as of July 14, 2020, by and between Joby Aero, Inc. and The United States Air Force. | S-4 | 10.26 | 7/6/2021 | |
| 10.15# | Other Transaction for Prototype Agreement between the United States Air Force and Joby Aero, Inc. dated March 3, 2022 | 10-Q | 10.1 | 5/13/2022 | |
| 10.16# | Other Transaction for Prototype Agreement between the United States Air Force and Joby Aero, Inc. dated July 28, 2022 | 10-Q | 10.1 | 11/4/2022 | |
| 10.17+ | Non-employee Director Compensation Program | 10-K | 10.16 | 3/28/2022 | |
| 10.18+ | Offer letter, dated December 21, 2020, by and between Joby Aero, Inc. and Eric Allison | 10-K | 10.17 | 3/28/2022 | |
| 10.19+ | Offer letter, dated February 1, 2021, by and between Joby Aero, Inc. and Matt Field | 10-K | 10.18 | 3/28/2022 | |
| 10.20+ | Letter Agreement, dated July 6, 2022, by and between Joby Aero, Inc. and Matt Field | 10-Q | 10.2 | 8/12/2022 | |
| 10.21# | Umbrella Agreement, dated October 7, 2022, among Delta Air Lines, Inc., Joby Aero, Inc., and Joby Aviation, Inc. | 8-K | 10.1 | 10/11/2022 | |
| 10.22 | Subscription Agreement, dated October 7, 2022, between Delta Air Lines, Inc. and Joby Aviation, Inc. | 8-K | 10.2 | 10/11/2022 | |
| 10.23 | Warrant Agreement, dated October 7, 2022, between Delta Air Lines, Inc. and Joby Aviation, Inc. | 8-K | 10.3 | 10/11/2022 | |
| 10.24 | Registration Rights Agreement, dated October 7, 2022, between Delta Air Lines, Inc. and Joby Aviation, Inc. | 8-K | 10.4 | 10/11/2022 | |
| 10.25 | Purchase and Sale Agreement, dated November 4, 2022, by and between Frederick Electronics Corporation, Plantronics, Inc., and Joby Aero, Inc. | 8-K | 10.1 | 11/9/2022 | |
| 10.26# | Parts Supply Agreement, between Joby Aero, Inc. and Toyota Motor Corporation., dated February 15, 2023. | 10-Q | 10.1 | 8/4/2023 | |
| 10.27# | Other Transaction for Prototype Agreement, between the United States Air Force and Joby Aero, Inc. dated as of April 4, 2023. | 10-Q | 10.2 | 8/4/2023 | |
| 10.28# | 2023 Performance Award Program | 10-Q | 10.1 | 5/5/2023 | |
| 21.1 | Significant Subsidiaries of Joby Aviation, Inc. | X | |||
| 23.1 | Consent of Deloitte & Touche LLP | X | |||
| 24.1 | Powers of Attorney (included on the signature page to the Report) | X | |||
| 31.1 | Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1834, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 31.2 | Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1834, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 32.1* | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | |||
| 32.2* | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | |||
| 97.1 | Joby Aviation, Inc. Policy for Recovery of Erroneously Awarded Compensation | X | |||
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
† The annexes, schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.
- Indicates a management contract or compensatory plan.
Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Regulation #S-K, Item 601(b)(10).
- These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
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