Joby Aviation to acquire defense tech firm Resonant Sciences for ~$500M cash and stock

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”).

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 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 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.

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.

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.

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.

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.

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.