Joby Aviation (NYSE: JOBY) inks $500M Resonant deal and $750M stock ATM
Rhea-AI Filing Summary
Joby Aviation agreed to acquire Strix Holdings’ Resonant Sciences defense business for a $500,000,000 base purchase price, subject to customary cash, debt and working-capital adjustments. Consideration will be mostly cash, with Management Members receiving stock equal to 40% of their portion, expected to be about $50.0 million in Joby common shares priced at $7.4752 per share. Resonant, which will become Joby’s dedicated defense unit, generated more than $100 million of trailing‑twelve‑month revenue with approximately 40% year‑over‑year growth and high‑teens adjusted EBITDA margins, and employs about 250 people.
Closing is targeted for the first half of 2027 and is conditioned on a pre‑closing restructuring, regulatory and national security approvals, accuracy of representations, covenant compliance and no material adverse effect on the Resonant companies. The seller is bound by a no‑shop covenant, and the agreement includes customary termination rights and an outside date of February 8, 2027, subject to extensions for approvals.
Separately, Joby established an at‑the‑market offering program under an Equity Distribution Agreement with four banks, allowing sales of up to $750,000,000 of common stock from time to time, with aggregate commissions of up to 3.0% of gross sales. Shares for the Resonant stock consideration will be issued in private placements relying on Securities Act exemptions, with a resale registration to follow.
Positive
- $500,000,000 acquisition of Resonant Sciences adds a fast‑growing, EBITDA‑positive defense business with more than $100 million trailing‑twelve‑month revenue and approximately 40% year‑over‑year growth.
- Resonant’s backlog more than doubled year over year and first‑half 2026 bookings tripled versus the prior year period, providing stronger visibility into future defense revenue.
- Combination creates a dedicated defense platform uniting Joby’s aircraft, propulsion and autonomy technologies with Resonant’s RF sensing, mission systems and low‑observability expertise, potentially broadening dual‑use applications and customers.
Negative
- New $750,000,000 at‑the‑market offering facility for common stock introduces potential equity dilution if fully or substantially utilized.
- Acquisition requires regulatory and national security approvals and absence of a Material Adverse Effect, creating execution risk and possible delay or termination before the first‑half 2027 expected close.
- Joby expects to fund about $450 million of the purchase price in cash, which may materially reduce cash balances or increase external financing needs.
Filing Explained
Joby’s signed Resonant acquisition remains pending closing; its planned
Sources and calculations
- Joby Aviation Form 8-K (2026-08-11)
- Joby Aviation second-quarter 2026 fundamentals (2026Q2)
- Form S-3 purpose (current)
- Cash and equivalents vs quarterly operating cash outflow, in days of cash use $629,861,000 / ($173,143,000 / 90) = [object Object]
8-K Event Classification
5 items: 1.01, 3.02, 7.01, 8.01, 9.01
5 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Base Purchase Price: $500,000,000
Stock Consideration at Closing: $50.0 million
Share Pricing for Stock Consideration: $7.4752 per share
+5 more
8 metrics
Base Purchase Price
$500,000,000
Consideration for acquiring 100% of Strix Holdings’ Resonant companies equity
Stock Consideration at Closing
$50.0 million
Approximate value of Joby common stock to Management Members as part of Purchase Price
Share Pricing for Stock Consideration
$7.4752 per share
Volume-weighted average Joby common stock price over 20 business days used to size Share Consideration
ATM Offering Capacity
$750,000,000
Maximum aggregate amount of Joby common stock that may be sold under the Equity Distribution Agreement
ATM Commission Rate
up to 3.0%
Maximum aggregate commission on gross sales price per share payable to Managers in the ATM Offering
Resonant Trailing-Twelve-Month Revenue
more than $100 million
Revenue over the last twelve months with approximately 40% year-over-year growth
Resonant Employees
approximately 250
Headcount at Resonant Sciences supporting U.S. national security programs
Existing Dayton Facilities
105,000 square feet
Current engineering, integration, testing and manufacturing space operated by Resonant in Dayton area
Key Terms
at the market offering, Facility Security Clearance (FCL), adjusted EBITDA margins, dual-use autonomy technology stack, +1 more
5 terms
at the market offering financial
"may offer and sell, from time to time at its sole discretion, up to an aggregate of $750,000,000 of shares of its Common Stock, through or to the Managers (the “ATM Offering”)"
An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.
Facility Security Clearance (FCL) regulatory
"Resonant supports sensitive and critical defense programs via its long-standing Facility Security Clearance (FCL) and accredited facilities"
adjusted EBITDA margins financial
"in recent periods the company has operated at high-teens adjusted EBITDA margins"
Adjusted EBITDA margins measure the share of a company's revenue that remains after removing routine operating costs and then excluding interest, taxes, depreciation, amortization and one‑time items; it’s expressed as a percentage (adjusted EBITDA divided by revenue). Investors use it to see the business’s core cash‑generating efficiency and to compare performance across companies, like judging a car’s fuel efficiency after ignoring temporary cargo and unusual detours.
dual-use autonomy technology stack technical
"These include the development of dual-use turbine-electric and hydrogen-electric aircraft, as well as a dual-use autonomy technology stack"
Registration Statement on Form S-3 regulatory
"effective shelf registration statement on Form S-3 (Registration No. 333-282809), filed with the SEC on October 24, 2024"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What acquisition did Joby Aviation (JOBY) announce in this 8-K?
Joby Aviation agreed to acquire Strix Holdings’ Resonant Sciences defense business for a $500,000,000 base purchase price, mostly in cash, with a portion in Joby common stock to certain Resonant employee shareholders.
How will Joby Aviation (JOBY) finance the Resonant Sciences acquisition?
Joby expects to fund the transaction with approximately $450 million in cash and about $50 million in Joby common stock issued to certain Resonant employee stockholders, with the stock priced at $7.4752 per share.
What are Resonant Sciences’ recent financial results cited by Joby (JOBY)?
Resonant delivered more than $100 million in trailing‑twelve‑month revenue with approximately 40% year‑over‑year growth and high‑teens adjusted EBITDA margins, supported by long‑cycle U.S. government and defense technology programs.
When is the Joby (JOBY) and Resonant Sciences transaction expected to close?
The transaction is expected to close in the first half of 2027, subject to customary conditions including regulatory and national security approvals, a pre‑closing restructuring and the absence of a Material Adverse Effect.
What new equity offering capacity did Joby Aviation (JOBY) put in place?
Joby entered an Equity Distribution Agreement enabling an at‑the‑market offering of up to $750,000,000 of common stock, paying the managing banks aggregate commissions of up to 3.0% of the gross sales price per share.
How will the acquisition change Joby Aviation’s (JOBY) defense operations?
Upon closing, Resonant will become Joby’s dedicated defense business, housing existing defense initiatives and integrating Joby’s dual‑use aircraft and autonomy technologies with Resonant’s RF sensing, mission systems and low‑observability capabilities.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 8, 2026
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| , | ||||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
Registrant’s Telephone Number, Including Area Code: 831 201-6700
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On August 8, 2026, Joby Aviation, Inc., (the “Company”), entered into a Stock Purchase Agreement (the “Purchase Agreement”), by and among the Company, Strix Holdings, Inc., a Delaware corporation (the “Target”), Strix Parent, LLC, a Delaware limited liability company (the “Seller”), and members of RS Seller Holdco, LLC (“Management Holdco” and such members, the “Management Members”) (the Management Members collectively with the Seller, the “Seller Parties”). The Purchase Agreement provides, among other things, that upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, in exchange for the Purchase Price, the Company will purchase from the Seller Parties, and the Seller Parties will transfer to the Company, one hundred percent (100%) of the issued and outstanding capital stock of the Target, which, through its subsidiaries, owns one hundred percent (100%) of the equity interests of Resonant Sciences, LLC, an Ohio limited liability company (“OpCo” and OpCo, together with the Target and its subsidiaries, the “Resonant Companies”) (such transaction, the “Equity Purchase”). Each capitalized term used herein but not otherwise defined has the meaning given to it in the Purchase Agreement.
Pursuant to the terms of, and subject to the conditions specified in, the Purchase Agreement, which has been approved by the board of directors of the Target and the members of Seller, upon the closing of the Equity Purchase (the “Closing” and the date on which the Closing occurs, the “Closing Date”) the Company will pay as consideration for the Equity Purchase $500,000,000 (the “Base Purchase Price”), which shall be subject to certain adjustments, including closing cash, closing indebtedness, transaction expenses and net working capital adjustments (the Base Purchase Price, so adjusted, the “Purchase Price”).
The Purchase Price shall be paid in cash, with the exception of stock consideration payable to the Management Members. The stock consideration payable shall be equal to 40% of the Purchase Price payable to the Management Members (the “Stock Purchase Price” and such shares issued in connection therewith, the “Share Consideration”) and is expected to comprise approximately $50.0 million of the total consideration payable at the Closing. The Share Consideration will comprise shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The number of shares of Common Stock issued in connection with the Share Consideration shall be equal to the Stock Purchase Price divided by $7.4752, which represents the volume-weighted average price per share of Common Stock on the NYSE as reported by Bloomberg L.P., calculated to four decimal places and determined without regard to afterhours trading or any other trading outside the regular trading session trading hours, for the twenty (20) consecutive Business Days ending on (and including) the Business Day that was two (2) Business Days prior to the date of the Purchase Agreement. The Company intends to issue any shares of Common Stock constituting Share Consideration in reliance upon the exemptions from registration afforded by Section 4(a)(2) or Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Company will file a supplement to the prospectus included in the Company’s existing Registration Statement filed on Form S-3 on October 24, 2024 (Registration No. 333-282809), covering the resale of the shares of Common Stock to be issued pursuant to the Purchase Agreement.
The obligation of the parties to consummate the transactions contemplated by the Purchase Agreement are subject to the satisfaction or waiver of a number of customary conditions to Closing, including, among others, (a) the completion of a pre-Closing restructuring such that the Seller and the Management Members collectively hold one hundred percent (100%) of the issued and outstanding equity interests of the Target prior to Closing (the “Pre-Closing Restructuring”), (b) the receipt of certain specified required regulatory and national security approvals, (c) the absence of any law or order that is in effect which makes illegal, enjoins or otherwise prohibits the consummation of the transactions contemplated by the Purchase Agreement, (d) the representations and warranties made by Seller, on behalf of itself and with respect to the Resonant Companies, and the Company being true and correct, subject to the materiality standards contained in the Purchase Agreement, and the Seller, the Target, and the Company having complied in all material respects with their respective covenants and agreements under the Purchase Agreement, (e) the absence of any Material Adverse Effect with respect to the Resonant Companies, (f) receipt by the Company and Seller of certain agreements and certificates, and (g) that certain agreements entered into as of the signing date have not been repudiated or terminated.
Pursuant to the Purchase Agreement, the Seller may neither (a) solicit, facilitate or encourage alternative transaction proposals, (b) enter into, participate in, or maintain discussions or negotiations relating to an alternative transaction proposal, (c) furnish information to any other Person that may reasonably lead to an alternative
transaction proposal, nor (d) accept any alternative transaction proposal or enter into any agreement or understanding providing for the consummation of an alternative transaction.
The Purchase Agreement can be terminated at any time by the mutual written consent of Seller and the Company. Additionally, the Purchase Agreement can be terminated (a) by either Seller or Company if the Closing shall not have occurred prior to February 8, 2027, subject to certain extensions with respect to obtaining the required regulatory and national security approvals, (b) by either Seller or the Company if (i) any law or order that is in effect which makes illegal, enjoins or otherwise prohibits the consummation of the transactions contemplated by the Purchase Agreement, or (ii) the other party breaches any of its representations, warranties, covenants or agreements in the Purchase Agreement (subject to a cure period of 30 days after written notice thereof) such that the conditions to Closing relating thereto would not be satisfied at the Closing, (c) by the Company if a Material Adverse Effect has occurred, and (d) by Seller if Seller has irrevocably confirmed to the Company that all of Seller’s conditions to the Closing have been satisfied and Seller is ready, willing and able to consummate the Equity Purchase, but the Company fails to consummate the Closing in accordance with the terms of the Purchase Agreement.
The foregoing description of the Equity Purchase and the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Purchase Agreement contains representations and warranties of the Company, on the one hand, and of Seller, with respect to itself and with respect to the Resonant Companies, on the other hand, made solely for the benefit of the other party. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure schedules that the parties have exchanged in connection with signing the Purchase Agreement. The disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Purchase Agreement. Accordingly, investors and securityholders should not rely on the representations and warranties in the Purchase Agreement as characterizations of the actual state of facts or condition of the Target, the Seller, the Company or their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
Forward Looking Statements
This communication contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding the potential timing and acquisition of the Resonant Companies; the receipt of regulatory approvals and the satisfaction of other closing conditions for the acquisition of the Resonant Companies; the issuance and registration for resale of shares of Common Stock; and the expected benefits of the acquisition of the Resonant Companies. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate”, “estimate”, “expect”, “project”, “plan”, “intend”, “believe”, “may”, “will”, “should”, “can have”, “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. All forward looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including: risks associated with the potential failure to satisfy any closing conditions for the acquisition of the Resonant Companies; our ability to integrate the Resonant Companies’ business and team into our operations; our ability to retain key personnel; our ability to realize anticipated benefits of any combined operations; risks of unanticipated costs of acquiring or integrating the Resonant Companies’ business; the potential impact of the announcement or consummation of the proposed acquisition on relationships with third parties, including employees, customers, partners and competitors; and other important factors discussed in the section titled “Risk Factors” in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2026, our Quarterly Report on Form 10-Q filed with the SEC on May 6, 2026, and in future filings and other reports we file with or furnish to the SEC. Any such forward-looking statements represent management’s estimates and beliefs as of the date of this communication. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 7.01 Regulation FD Disclosure.
On August 11, 2026, the Company issued a press release announcing the entry into the Purchase Agreement, a copy of which is attached as Exhibit 99.1.
The information furnished in this item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
On August 11, 2026, the Company entered into an Equity Distribution Agreement (the “Distribution Agreement”) with Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Allen & Company LLC and BofA Securities, Inc., as agents and/or principals (each, a “Manager,” and collectively, the “Managers”), under which the Company may offer and sell, from time to time at its sole discretion, up to an aggregate of $750,000,000 of shares of its Common Stock, through or to the Managers (the “ATM Offering”), pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-282809), filed with the SEC on October 24, 2024. The Company will file a prospectus supplement with the SEC on August 11, 2026 in connection with the ATM Offering.
Under the terms of the Distribution Agreement, the Managers may sell the Common Stock by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act. The Managers will use commercially reasonable efforts to sell the Common Stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay the Managers a commission rate of up to 3.0% in the aggregate of the gross sales price per share sold under the Distribution Agreement.
The Distribution Agreement contains customary representations, warranties and agreements by the Company, indemnification rights and obligations of the Company and the Managers, other obligations of the parties and termination provisions. The representations, warranties and agreements contained in the Distribution Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties thereto and may be subject to limitations agreed upon by the contracting parties to such agreement.
The foregoing description of the Distribution Agreement does not purport to be complete and is qualified in its entirety by the full text of the Distribution Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, which for the ATM Offering is being made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
A copy of the opinion of Latham & Watkins LLP regarding the validity of the shares of Common Stock that may be issued and sold pursuant to the Distribution Agreement is filed as Exhibit 5.1 hereto and is incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit Description | |||||||
| 1.1 | Equity Distribution Agreement, dated as of August 11, 2026, by and among the Company, Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Allen & Company LLC and BofA Securities, Inc. | |||||||
| 2.1*# | Stock Purchase Agreement, dated August 8, 2026, by and among Joby Aviation, Inc., Strix Holdings, Inc., Strix Parent, LLC and the Management Members | |||||||
| 5.1 | Opinion of Latham & Watkins LLP | |||||||
| 23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1) | |||||||
| 99.1 | Press release issued on August 11, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
* The schedules to the Stock Purchase Agreement have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. Registrant will furnish copies of such schedules to the SEC upon request by the SEC.
# Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Regulation #S-K, Item 601(b)(10).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Joby Aviation, Inc. | ||||||||||||||||||||
| Date: | August 11, 2026 | By: | /s/ Rodrigo Brumana | |||||||||||||||||
| Name: | Rodrigo Brumana | |||||||||||||||||||
| Title: | Chief Financial Officer | |||||||||||||||||||
Exhibit 99.1
Joby Aviation to acquire defense leader Resonant Sciences, creating a scaled defense growth platform.
(Credit: Joby Aviation)
JOBY AVIATION TO SCALE DEFENSE BUSINESS THROUGH
ACQUISITION OF RESONANT SCIENCES
●Acquisition will significantly expand Joby’s defense business by adding a fast-growing company with established programs, classified capabilities and scaled manufacturing operations
●Upon closing, Resonant will become Joby’s dedicated defense business, continuing its existing programs while expanding its portfolio to include Joby’s hybrid aircraft and autonomy technologies. Joby’s commercial aircraft business will remain focused on its electric air taxi initiatives
●Combination will create immediate opportunities to unite Joby’s dual-use aircraft, propulsion and autonomy technologies with Resonant’s radio frequency (RF), sensing and mission systems capabilities as well as its world-leading expertise in low-observability aircraft design
●Resonant delivered more than $100 million in trailing-twelve-month revenue, representing approximately 40% year-over-year growth, alongside strong adjusted EBITDA generation, driven primarily by long-cycle programs with the U.S. government, prime contractors and next generation defense technology programs
SANTA CRUZ, Calif. and DAYTON, Ohio — August 11, 2026 — Joby Aviation, Inc. (NYSE: JOBY) today announced that it has entered into a definitive agreement to acquire Resonant Sciences, a Dayton, Ohio-based defense technology company, for approximately $500 million. The acquisition will represent a significant expansion of Joby’s defense business, delivering immediate scale through a rapidly growing and EBITDA-positive business supporting active U.S. national security programs.
Resonant also brings classified infrastructure, qualified products, established production operations and longstanding customer relationships, as well as a deeply experienced technical team. By bringing together the companies’ complementary aerospace engineering capabilities, the combination will create a scaled defense growth platform that accelerates autonomy and expands the applications for Joby’s technology.
Joby’s Dedicated Defense Business Unit
Upon closing, Resonant will become Joby’s dedicated defense business and continue to operate under the Resonant Sciences name, led by Co-Founder and CEO J. Micah North.
Joby’s existing defense initiatives, which are built on more than a decade of work with defense and intelligence customers, will be consolidated within the new business unit. These include the development of dual-use turbine-electric and hydrogen-electric aircraft, as well as a dual-use autonomy technology stack. Housing this work within Resonant will allow Joby’s commercial aviation organization to maintain its primary focus on certifying, manufacturing, and commercializing its electric air taxi.
The combination of Joby and Resonant is also expected to create significant opportunities in adjacent markets. An early focus is expected to be the integration of Joby’s dual-use autonomy stack with Resonant’s Radio Frequency (RF) sensing and signal-processing capabilities, accelerating the development of software-defined autonomous systems for defense customers.
“Resonant has built an exceptional business that combines advanced technology, vertically integrated production capabilities and deep customer trust,” said JoeBen Bevirt, Founder and CEO of Joby Aviation. “The combination will pair Resonant’s established capabilities with Joby’s globally leading aircraft propulsion technologies, creating a powerful platform for the next phase of Resonant’s growth. What makes this combination especially compelling is how closely aligned our teams are. Having worked with Micah and his team for several years, we know that we share a passion for deep technical innovation, a bias toward solving hard problems from first principles and a vertically integrated approach that brings design, engineering, testing and production together under one roof.”
“Demand for advanced defense technology is growing rapidly, and Resonant has built the technology, customer relationships and manufacturing capabilities required to meet it,” said J. Micah North, Co-Founder and CEO of Resonant Sciences. “Joining Joby gives our team access to additional engineering depth, aircraft platforms, autonomy technology and production expertise, allowing us to move faster for our existing customers and pursue opportunities that neither company could address alone,” he added. “Resonant’s name, leadership, people and commitments to our customers will remain in place. What changes is the scale of what we can build and deliver.”
A High-Growth Defense Business
Founded in 2015, Resonant employs approximately 250 people and designs, manufactures and delivers advanced RF and mission systems for U.S. national security customers. The company is also a global leader in low-observability technologies, structures and subsystems, with
established capabilities spanning advanced sensing, electronic countermeasures, communications and autonomous systems.
That leadership has translated into strong financial performance. Revenue increased approximately 40% year over year to more than $100 million over the last twelve months, and in recent periods the company has operated at high-teens adjusted EBITDA margins. Those margins are expected to expand as production volumes increase and recently awarded programs move into production.
This growth is supported by accelerating demand as U.S. defense investment increases across Resonant's core markets. During the first half of 2026, the company secured more than three times the bookings recorded during the same period in 2025, with backlog more than doubling year over year.
“Resonant is a fast-growing business with strong visibility into future revenue, supported by a growing backlog and accelerating demand across its core defense markets,” said Rodrigo Brumana, Chief Financial Officer of Joby Aviation. "It generates healthy adjusted EBITDA margins, and its technology, customer relationships and scaled manufacturing make it a strong strategic fit for Joby as we build out our defense business."
Established Programs and Production at Scale
In addition to commercial customers, Resonant sells directly to the U.S. Government and leading prime contractors supporting classified national security initiatives and active U.S. defense programs of record. Resonant supports sensitive and critical defense programs via its long-standing Facility Security Clearance (FCL) and accredited facilities, with more than 90 percent of its team members holding security clearances, providing the cleared technical workforce and infrastructure required to execute sensitive programs at scale.
Beyond developing RF hardware, Resonant performs end-to-end payload integration and aircraft modification. Its electronics, apertures and radomes are qualified across more than 20 commercial and defense airframes.
The capabilities of the two companies are highly applicable to the defense sector’s next generation platforms, which reflect a broader shift in defense priorities toward autonomous, lower-cost aircraft, for which advanced sensing, electronic countermeasures and resilient communications are central to mission effectiveness. Resonant already holds content positions across multiple next generation platforms and the companies see meaningful potential to deliver differentiated mission systems and platform solutions for next generation requirements and programs.
Resonant operates approximately 105,000 square feet of engineering, integration, testing and manufacturing space across seven buildings in the Dayton, Ohio, area. An additional 125,000-square-foot facility is under construction, more than doubling its footprint and expanding capacity for RF testing, advanced composites and large-scale machining. Resonant also has engineering and manufacturing facilities in Virginia, West Virginia, Michigan, Colorado and North Carolina. Together with Joby’s 768,000 square feet of facilities in Ohio, Resonant’s expanded
campus will give the combined company approximately 1 million square feet of manufacturing, integration and testing space across the Dayton region. This concentration of capabilities will establish a major hub for advanced aviation and defense technology in the birthplace of aviation, helping attract top-tier aerospace talent and industry partners to the region.
Transaction Details
The transaction is expected to close in the first half of 2027, subject to customary closing conditions, including applicable regulatory reviews. Joby expects to fund the transaction with approximately $450 million in cash and $50 million in Joby common stock. The price per share for the common stock consideration was fixed at signing. Certain Resonant employee stockholders will receive a portion of their consideration in shares of Joby common stock, retaining an ongoing economic interest in the combined company.
A recorded message from JoeBen Bevirt, Joby’s founder and CEO, discussing the transaction is available on demand through Joby’s investor relations website at ir.jobyaviation.com, along with a slide presentation with an overview of today’s news. Additional perspective on the transaction is available in a blog post here.
About Joby Aviation
Joby Aviation, Inc. (NYSE: JOBY) is a next-generation aviation company based in California, developing an all-electric, vertical take-off and landing air taxi. Its aircraft, propulsion and autonomy technologies span both commercial aviation and defense applications. Joby also operates Blade, a leading urban air mobility business providing passenger transportation services in the United States and Europe. Joby intends to operate its fast, quiet and convenient air taxi service in cities around the world and sell its aircraft to other operators and partners. To learn more, visit www.jobyaviation.com.
About Resonant Sciences
Resonant Sciences is an integrated system supplier focused on radomes, antenna design and fabrication, custom electronic solutions/mission systems, RF/EO/IR modeling, and measurements of materials, antennas, radomes, subsystems, and vehicles. The company supports US Government programs and the broader defense supply chain.
Forward-Looking Statements
This release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding the expected integration, benefits and opportunities of the acquisition of Resonant Sciences; the potential timing and acquisition of Resonant Sciences; the receipt of regulatory approvals and the satisfaction of other closing conditions for the acquisition of Resonant Sciences; the issuance of shares of our common stock as consideration in the acquisition of Resonant Sciences; our current expectations relating to our business, financial condition, results of operations, prospects, capital needs and growth of our operations, including our use of cash; and expectations regarding the financial performance of Resonant Sciences, including with respect to adjusted EBITDA, cash flows and EBITDA. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current
facts. These statements may include words such as “anticipate”, “estimate”, “expect”, “project”, “plan”, “intend”, “believe”, “may”, “will”, “should”, “can have”, “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including: risks associated with the potential failure to satisfy any closing conditions for the acquisition of Resonant Sciences; our ability to integrate Resonant Sciences’ business and team into our operations; and our ability to retain key personnel; our ability to realize anticipated benefits of any combined operations; risks of unanticipated costs of acquiring or integrating Resonant Sciences’ business; the potential impact of the announcement or consummation of the proposed acquisition on relationships with third parties, including employees, customers, partners and competitors; and other important factors discussed in the section titled “Risk Factors” in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2026, our Quarterly Report on Form 10-Q filed with the SEC on May 5, 2026, and in future filings and other reports we file with or furnish to the SEC. Any such forward-looking statements represent management’s estimates and beliefs as of the date of this release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.
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