Joby Aviation, Inc.

Current report

Our acquisition of the passenger operations of Blade is subject to closing conditions, some of which are beyond our control, and we cannot guarantee that closing will take place on the timeline currently anticipated or at all. We may elect to make certain payments related to such acquisition in shares of our common stock, which could cause dilution to our stockholders and otherwise depress our stock price.

Current report

On August 1, 2025, we entered into an Equity Purchase Agreement (the “Equity Purchase Agreement”) by and among Joby Aero, Inc., our wholly owned subsidiary, Blade Air Mobility, Inc. (“Seller”), Trinity Medical Intermediate II, Inc., (“NewCo”), and Blade Urban Air Mobility, Inc. (the “Blade Subsidiary” and together with Seller and NewCo, “Blade”), pursuant to which we will purchase Blade’s passenger segment and operations. The Equity Purchase Agreement provides, among other things, that we will pay an aggregate amount up to $125 million as consideration, which includes (i) approximately $80 million in consideration payable upon closing of the acquisition, subject to certain adjustments as set forth in the Equity Purchase Agreement, (ii) up to $10 million in consideration that will be withheld by us for 18 months as partial security for, and subject to reduction in respect of, certain indemnification obligations under the Equity Purchase Agreement, (iii) up to $17.5 million in consideration that will become payable, if at all, subject to the achievement of certain EBITDA milestones by the acquired operations during the 12-month period following the closing of the acquisition and (iv) up to $17.5 million in consideration that will become payable, if at all, subject to our retention of certain key personnel of the acquired operations during the 18-month period following the closing of the acquisition. All or any portion of such payment obligations may be paid, at our election, in cash or in shares of our common stock, with any such common stock issued at a per share price equal to the average of the daily volume-weighted average sales price per share on the New York Stock Exchange, for each of the ten (10) trading days ending on the trading day preceding the date on which we become obligated to make the applicable payment. Because the price per share for any such issuance of shares of our common stock is based on the future trading prices of our common stock, we are currently unable to determine the aggregate number of shares that may be issued pursuant to the Equity Purchase Agreement; however, any such issuance of shares of our common stock would be subject to applicable rules and regulations, including the limitations set forth in the Section 312.03 of the New York Stock Exchange Listed Company Manual.

Current report

The closing of the acquisition and the obligations of the parties are subject to the satisfaction or waiver of a number of customary conditions, including, among others, the entry into an asset transfer agreement and separation of Blade’s passenger segment from its medical transport segment. The asset transfer agreement and other documentation to be entered into in connection with the closing conditions are subject to the parties negotiating and entering into definitive agreements and the conditions included within the applicable definitive documents.

Current report

We may experience delays and difficulties in satisfying the conditions for closing, and cannot guarantee that closing will take place on the timeline currently anticipated or at all. Some of the conditions to closing are outside of our control and it is possible that not all of the closing conditions to acquisition will be satisfied. In addition, certain closing conditions require us and Blade to successfully negotiate and enter into an asset transfer agreement and other documentation. The final terms of such documents have not yet been agreed upon, and the negotiation and execution of such agreements may take longer than expected or may not be possible to accomplish on terms acceptable to us, or at all. No assurance can be given that any agreement we may reach will achieve our goals or be on terms that prove to be economically or strategically beneficial to us. Such adverse developments, including any failure to close, could adversely impact our business, financial condition, results of operations and liquidity.

Current report

We have and may in the future invest significant resources in developing new offerings, exploring the application of our proprietary technologies for other uses and acquiring other companies or technologies. Those opportunities may never materialize, may divert management’s attention, and may result in additional dilution to our stockholders or otherwise disrupt our business.

Current report

While our primary focus is on the design, manufacture and operation of our eVTOL aircraft and the related aerial mobility service, we may invest significant resources in developing or acquiring new technologies, services, products and offerings. For example, our subsidiary, H2FLY, is working on the development of an optimized fuel cell system for hydrogen-electric aircraft. In 2024 we acquired the assets of the autonomy division of Xwing Inc., and in August 2025 we entered into an agreement to acquire the passenger operations of Blade. Our initiatives related to new offerings and technologies can have a high degree of risk and involve unproven business strategies and technologies with which we have limited operating or development experience. Further, we have and may in the future seek to acquire or invest in businesses, applications or technologies that we believe could compliment or expand our technical or other capabilities or otherwise offer growth opportunities. However, we may not realize the expected benefits of these investments and we cannot assure you that we would be able to successfully complete any acquisition or investment we choose to pursue, or that we would be able to successfully integrate any acquired personnel, operations, business, product or technology in a cost-effective and non-disruptive manner. In addition, we may not be able to successfully or effectively manage the combined business following an acquisition. The pursuit of these potential opportunities may divert the attention of management and cause us to incur costs and expenses in identifying, investigating and pursuing suitable acquisitions and other opportunities, whether or not they are consummated. In addition, such opportunities may involve claims and liabilities, expenses, regulatory challenges and other risks that we may not be able to anticipate. We may not be able to predict whether consumer demand for such initiatives will exist or be sustained at the levels that we anticipate, or whether any of these initiatives will generate sufficient revenue to offset any expenses or liabilities associated with these investments. We may not be able to identify desirable opportunities or be successful in entering into an agreement with any particular counterparty or obtain the expected benefits of any opportunity or investment. Even if we are successful, regulatory authorities may subject us to new rules or restrictions that may increase our expenses or prevent us from successfully commercializing new products, services, offerings or technologies. Such transactions and acquisitions could result in dilutive issuances of equity securities, the use of our available cash, or the issuance of debt, which could harm our operating results. These risks may have an adverse impact on our business, financial condition and results of operations.

Previous report

Global trade policies, including tariffs, could adversely affect our operations.

Previous report

The global economy has recently seen a significant rise in tariffs and other protective trade measures. In the first few months of 2025, significant new and expanded tariffs have been imposed by the United States, and reciprocal tariffs have been imposed by other countries. These tariffs have applied to a wide range of finished goods and raw materials. In some cases, these tariffs have been later paused, modified or suspended, making it difficult to plan for or predict the ultimate impact of these tariffs. In response to the U.S. imposed tariffs and other geopolitical events, some countries have imposed or threatened to impose reciprocal tariffs, export restrictions and other protective trade measures. While we manufacture many of the components for our aircraft in the United States, our supply chain depends, in part, on components and raw materials acquired from third-party suppliers across the globe, particularly with respect to batteries and related materials. While tariffs have not had a material impact on our business, financial condition or results of operations to date due to the limited scale of our prototype manufacturing and focus on certification efforts, over time new tariffs or other restrictions imposed in connection with trade wars or political instability could increase the costs of raw materials and other goods, both for us and our suppliers, and could make it difficult to source certain materials or components on which we rely for our production and certification efforts. This could impact our business, financial condition and prospects, particularly as we begin to scale our manufacturing operations and produce aircraft for commercial use. In addition, the imposition of tariffs and threats of tariffs has contributed to volatility in global equity markets which, we believe, has also impacted and may continue to impact the price of our common stock.