Joby Aviation, Inc. filed a current report on Form 8-K on August 11, 2026, disclosing that on August 8, 2026, it entered into a Stock Purchase Agreement to acquire Strix Holdings, Inc. and its subsidiary Resonant Sciences, LLC for a base purchase price of $500,000,000, subject to adjustments.

Key Highlights

  • Base Purchase Price: Joby Aviation agreed to pay $500,000,000 for 100% of the issued and outstanding capital stock of Strix Holdings, Inc., subject to certain closing adjustments.
  • Stock Consideration: 40% of the purchase price payable to Management Members will be settled in Joby common stock, expected to comprise approximately $50.0 million of total consideration at closing.
  • Share Price Reference: The number of shares issued will be based on a volume-weighted average price of $7.4752 per share, calculated over the 20 consecutive business days ending two business days prior to the agreement date.
  • Target Entity: Through Strix Holdings, Inc., Joby Aviation will acquire Resonant Sciences, LLC, an Ohio limited liability company, which is the operating company.
  • Termination Deadline: The Purchase Agreement may be terminated by either party if the closing has not occurred by February 8, 2027, subject to certain extensions.
  • Closing Conditions: Conditions include regulatory and national security approvals, a pre-closing restructuring, and the absence of any Material Adverse Effect with respect to the Resonant Companies.

Joby Aviation's $500 Million Agreement to Acquire Resonant Sciences

According to the filing, Joby Aviation, Inc. (NYSE:JOBY) entered into a Stock Purchase Agreement on August 8, 2026, with Strix Holdings, Inc. as the target, Strix Parent, LLC as the seller, and members of RS Seller Holdco, LLC as management members. The agreement provides for Joby to acquire 100% of the issued and outstanding capital stock of Strix Holdings, which through its subsidiaries owns 100% of the equity interests of Resonant Sciences, LLC, an Ohio limited liability company referred to in the filing as "OpCo."

The filing states that the base purchase price of $500,000,000 is subject to adjustments for closing cash, closing indebtedness, transaction expenses, and net working capital. The majority of the consideration will be paid in cash. However, for the Management Members specifically, 40% of their portion of the purchase price will be paid in shares of Joby common stock (par value $0.0001 per share), with that stock consideration expected to total approximately $50.0 million at closing. The number of shares to be issued is calculated by dividing the stock purchase price by $7.4752, which the filing identifies as the volume-weighted average price per share on the NYSE as reported by Bloomberg L.P. for the 20 consecutive business days ending two business days before the agreement date.

The company disclosed that it intends to issue the shares in reliance on the exemptions from registration under Section 4(a)(2) or Rule 506 of Regulation D under the Securities Act of 1933, and plans to file a supplement to the prospectus included in its existing Registration Statement on Form S-3 (Registration No. 333-282809), filed October 24, 2024, covering the resale of those shares. The filing also notes that the seller parties are subject to a no-shop restriction, prohibiting solicitation of or participation in alternative transaction proposals. The Purchase Agreement is filed as Exhibit 2.1 to the Current Report.

What Was Disclosed

Joby Aviation disclosed the execution of a $500,000,000 Stock Purchase Agreement to acquire Resonant Sciences, LLC through its parent Strix Holdings, Inc., with closing contingent on regulatory approvals, a pre-closing restructuring, and other customary conditions, and a termination deadline of February 8, 2027.