Joby Aviation, Inc.

Current report

In addition to the other information set forth in this Form 10-Q, including in the Forward-Looking Statements, MD&A, and the Condensed Consolidated Financial Statements and accompanying notes, we have provided additional risk factors below regarding our pending acquisition of Resonant Sciences, our pending litigation, and the impact they could have on our financial results.

Current report

Our acquisition of Resonant Sciences 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. Certain payments related to such acquisition will be made in shares of our common stock, which could cause dilution to our stockholders and otherwise depress our stock price.

Current report

On August 8, 2026, we entered into a stock purchase agreement (the “Resonant Purchase Agreement”) with Strix Holdings, Inc., Strix Parent, LLC, and members of RS Seller Holdco, LLC (such members, the “Management Members”), pursuant to which we will acquire Strix Holdings, Inc., which, through its subsidiaries, owns Resonant Sciences, LLC (together with its subsidiaries, “Resonant Sciences”). The Resonant Purchase Agreement provides, among other things, that we will pay $500.0 million as consideration, subject to certain adjustments. Such payment will be made in cash, with the exception of stock consideration payable to the Management Members, which shall be equal to 40.0% of the purchase price payable to the Management Members and is expected to comprise approximately $50.0 million of the total consideration under the Resonant Purchase Agreement. This stock consideration will be at a per share price equal to $7.4752, which represents the average of the daily volume-weighted average sales price per share on the NYSE for the twenty (20) consecutive trading days ending on and including the trading day that was two (2) trading days before the date of the Resonant Purchase Agreement. Because the purchase price payable to the Management Members is subject to certain adjustments, we are currently unable to determine the aggregate number of shares that may be issued pursuant to the Resonant 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 Section 312.03 of the New York Stock Exchange Listed Company Manual.

Current report

The closing of the acquisition is subject to the satisfaction or waiver of a number of conditions, including, among others, the completion of a pre-closing restructuring of Resonant Sciences, the receipt of certain required regulatory approvals, and other customary conditions. 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, including the required regulatory approvals, are outside of our control and it is possible that not all of the closing conditions to acquisition will be satisfied. Such adverse developments, including any failure to close, could adversely impact our business, financial condition, results of operations and liquidity.

Current report

Legal proceedings, claims and other disputes could adversely affect our business, financial condition or results of operations.

Current report

We are, and may in the future become, involved in legal proceedings or other disputes. Regardless of outcome or merit, legal proceedings can result in significant legal fees and can divert the attention of management and other resources. An unfavorable outcome in such proceedings could result in substantial monetary judgments against us, injunctive relief that could delay or prevent the use of our technology, or cause us to expend additional resources in connection with an appeal. Any of these impacts could adversely affect our business, financial condition or results of operations. For example, in October 2026, a jury returned an adverse verdict awarding Aerosonic $116.9 million in damages in a trade secret dispute and Aerosonic has moved for injunctive relief. We intend to appeal the verdict, which will likely incur significant additional legal expenses and there is no guarantee that we will be successful in overturning or reducing the amount awarded by the jury.

Current report

Although we are unable to precisely estimate the ultimate dollar amount of exposure to loss in connection with litigation matters, we make accruals as warranted. However, the amounts that we accrue could vary significantly from the amounts we actually pay, due to inherent uncertainties of the estimation process and uncertainties involved in litigation generally. For more information on our pending litigation, see Part II, Item 1, Legal Proceedings of this Quarterly Report.