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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): October 7, 2025
Joby Aviation, Inc.
(Exact name of Registrant as Specified in Its Charter)
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| Delaware | 001-39524 | 98-1548118 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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333 ENCINAL STREET | | |
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| SANTA CRUZ | , | California | | 95060 |
| (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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share | | JOBY | | New York Stock Exchange |
| Warrants to purchase common stock | | JOBY WS | | New York Stock Exchange |
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 ☐
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 8.01. Other Events.
On October 7, 2025, Joby Aviation, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC (“Morgan Stanley”), relating to the underwritten public offering by the Company of 30,500,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a price to the public of $16.85 per share (the “Offering”). Under the terms of the Underwriting Agreement, the Company also granted Morgan Stanley a 30-day option (the “Option”) to purchase up to 4,575,000 additional shares of Common Stock (the “Option Shares”). The Shares are expected to be delivered against payment therefor on October 9, 2025.
The Company estimates that the net proceeds from the Offering will be approximately $500.5 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company currently intends to use the net proceeds from the Offering, together with existing cash, cash equivalents and short-term investments, to fund certification and manufacturing efforts, prepare for commercial operations and for general working capital and other general corporate purposes.
The Offering was made pursuant to the Company’s shelf registration statement on Form S-3 (Registration Statement No. 333-282809) which became automatically effective upon filing with the Securities and Exchange Commission (the “SEC”) on October 24, 2024, a prospectus included in such registration statement, and a preliminary prospectus supplement and final prospectus supplement, filed with the SEC on October 7, 2025 and October 8, 2025, respectively.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and Morgan Stanley, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, and were solely for the benefit of the parties to such agreement. The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
A copy of the legal opinion of Latham & Watkins LLP relating to the validity of the issuance and sale of the Common Stock in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the registration statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number | | Exhibit Description |
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| 1.1 | | Underwriting Agreement, dated October 7, 2025, by and among Joby Aviation, Inc. and Morgan Stanley & Co. LLC. |
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| 5.1 | | Opinion of Latham & Watkins LLP. |
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| 23.1 | | Consent of Latham & Watkins LLP (included in Exhibit 5.1). |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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 hereunto duly authorized.
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| | | Joby Aviation, Inc. |
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| Date: | October 8, 2025 | By: | /s/ Rodrigo Brumana |
| | Name: | Rodrigo Brumana |
| | Title: | Chief Financial Officer |
