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PROSPECTUS SUPPLEMENT NO. 8 |
Filed Pursuant to Rule 424(b)(3) |
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(to prospectus dated March 18, 2022) |
Registration No. 333-260835 |
903,072,352 Shares of Class A Common Stock
8,900,000 Warrants to Purchase Shares of Class A Common
Stock
This prospectus supplement is being filed to update and supplement
the information contained in the prospectus dated March 18, 2022
(the “Prospectus”), related to: (1) the issuance and sale by us of
an aggregate of (i) 234,560,193 shares of our Class A common stock,
par value $0.00001 per share (“Class A Common Stock”), issuable by
us upon conversion of our Class B common stock, par value $0.00001
per share (“Class B Common Stock”), held by certain of our
stockholders (the “Non-Affiliate Conversion Stock”), (ii) 425,722
shares of Class A Common Stock issuable upon the exercise of
certain outstanding options to purchase Class A Common Stock held
by individuals who terminated their employment with Aurora
Innovation, Inc. prior to the closing of the business combination
among Reinvent Technology Partners Y (“RTPY”), Aurora Innovation
Holdings, Inc. (formerly Aurora Innovation, Inc.) and RTPY Merger
Sub Inc. (the “Former Employee Options”) and (iii) 12,218,750
shares of Class A Common Stock issuable upon the exercise of
12,218,750 warrants, exercisable on December 3, 2021, at a price of
$11.50 per share (the “Public Warrants”), (2) the issuance and
resale of (i) 246,547,784 shares of Class A Common Stock issuable
by us upon conversion of the Class B Common Stock held by certain
of our stockholders the (“Affiliate Conversion Stock”), (ii)
951,098 shares of Class A Common Stock issuable upon the exercise
of certain outstanding options to purchase Class A Common Stock
(the “Affiliate Options”) and vesting of certain restricted stock
units for Class A Common Stock held by certain of our affiliates
and their affiliated entities (the “Affiliate RSUs” and together
with the Affiliate Options, the “Affiliate Equity Stock”) and (iii)
8,900,000 shares of Class A Common Stock issuable upon the exercise
of 8,900,000 warrants (the “Private Placement Warrants”) to
purchase shares of Class A Common Stock purchased in a private
placement in connection with RTPY’s initial public offering of
units, consummated on March 18, 2020 (the “RTPY IPO”) and (3) the
resale from time to time by the selling securityholders named in
the Prospectus or their permitted transferees (the “Selling
Securityholders”) of (i) 4,029,344 shares of Class A Common Stock
beneficially owned by certain of our affiliates (the “Affiliate
Class A Stock”), (ii) 6,883,086 shares of Class A Common Stock
beneficially owned by Reinvent Sponsor Y LLC (the “Sponsor Stock”),
(iii) 100,000,000 shares of Class A Common Stock purchased at
Closing by a number of subscribers pursuant to separate PIPE
Subscription Agreements (the “PIPE Shares”), (iv) 288,556,375
shares of Class A Common Stock beneficially owned by certain
stockholders who have been granted registration rights (the
“Registration Rights Shares”) and (v) 8,900,000 Private Placement
Warrants purchased by the Sponsor in connection with the RTPY IPO,
with the information contained in the Current Report on Form 8-K,
filed with the Securities and Exchange Commission on January 30,
2023 (the “Form 8-K”). Accordingly, we have attached the 8-K to
this prospectus supplement.
This prospectus supplement updates and supplements the information
in the Prospectus and is not complete without, and may not be
delivered or utilized except in combination with, the Prospectus,
including any amendments or supplements thereto. This prospectus
supplement should be read in conjunction with the Prospectus and if
there is any inconsistency between the information in the
Prospectus and this prospectus supplement, you should rely on the
information in this prospectus supplement.
Our Class A Common Stock is listed on The Nasdaq Global Select
Market (“Nasdaq”) under the symbol “AUR,” and the Public Warrants
are listed on Nasdaq under the symbol “AUROW.” On January 27, 2023,
the last quoted sale price for our Class A Common Stock as reported
on Nasdaq was $1.75 per share and the last quoted sale price for
our Public Warrants as reported on Nasdaq was $0.27 per
warrant.
We are an “emerging growth company,” as defined under the federal
securities laws, and, as such, may elect to comply with certain
reduced public company reporting requirements for this prospectus
and for future filings.
Investing in our securities involves a high degree of risk. Before
buying any securities, you should carefully read the discussion of
the risks of investing in our securities in “Risk
Factors”
beginning on page 7 of the Prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus supplement is January 30,
2023
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): January 30,
2023
AURORA INNOVATION, INC.
(Exact
name of registrant as specified in its charter)
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Delaware |
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001-40216 |
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98-1562265 |
(State or other jurisdiction of
incorporation or organization) |
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(Commission File Number) |
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(I.R.S. Employer
Identification Number) |
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1654 Smallman St, Pittsburgh, PA
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15222 |
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(Address of principal executive offices) |
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(Zip Code) |
(888) 583-9506
(Registrant’s telephone number, including area code)
N/A
(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:
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Title of each class |
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Trading
Symbol(s)
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Name of each
exchange on which registered
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Class A common stock, par value $0.00001 per share |
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AUR |
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The Nasdaq Stock Market LLC |
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Redeemable warrants, each whole warrant exercisable for one share
of Class A common stock at an exercise price of $11.50 |
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AUROW |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§
230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§
240.12b-2).
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 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On January 30, 2023, Aurora Innovation, Inc. (the “Company”)
announced that Ossa F. Fisher has been appointed as President of
the Company, effective as of her start date, which is expected to
be February 13, 2023. Before joining the Company, Ms. Fisher, age
45, served as the President and Chief Operating Officer of
Istation, Inc., an e-learning platform, from 2019 to 2022, and
previously served as Istation’s Chief Operating Officer from 2017
to 2018 and Chief Marketing Officer from 2015 to 2017. Prior to
joining Istation, Ms. Fisher was the Senior Vice President of
Strategy and Analytics at global dating leader, Match.com, where
she served since May 2013. Ms. Fisher has a broad range of
expertise in technology and media, including more than ten years in
the Technology, Media and Telecom practices of both Bain &
Company, where she was employed from 2004 to 2013, and Goldman,
Sachs & Co., from 1999 to 2002. Ms. Fisher holds a B.A. in
Economics from Yale University, an M.A. in Education from Stanford
University and an MBA from Stanford Graduate School of Business.
Ms. Fisher’s expertise in growth strategy and scaling business
operations will play a pivotal role as the Company advances towards
commercial launch.
On December 29, 2022, the Company and Ms. Fisher entered into an
employment letter agreement (the “Employment Agreement”). Pursuant
to the terms of the Employment Agreement, Ms. Fisher will be
entitled to an initial annual base salary of $500,000 and an annual
target bonus of 40% of annual base salary. Ms. Fisher will also
receive a one-time award of 2,000,000 restricted stock units and
2,000,000 stock options, each to vest over a four-year period and
subject to a 1-year cliff.
There is no arrangement or understanding between Ms. Fisher and any
other person pursuant to which she was selected as President. In
addition, there are no familial relationships between Ms. Fisher
and any director or executive officer of the Company and Ms. Fisher
is not a party to any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K. Effective upon her appointment as
President of the Company, Ms. Fisher will be designated as an
“officer” as such term is used within the meaning of Section 16 of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Ms. Fisher will execute the Company’s standard form of
indemnification agreement prior to the date she commences
employment with the Company, a copy of which has been filed as
Exhibit 10.14 to the Company’s Registration Statement on Form S-1
(File No. 333- 260835), filed with the SEC on November 5,
2021.
The foregoing description of the terms of the Employment Agreement
does not purport to be complete and is qualified in its entirety by
the full text of the Employment Agreement, a copy of which is
attached to this Current Report on Form 8-K as Exhibit 10.1 and
incorporated herein by reference.
In connection with Ms. Fisher’s appointment, Chris Urmson will be
stepping down as President, effective as of Ms. Fisher’s start
date, but will remain as the Chief Executive Officer of the Company
and an officer for purposes of Section 16 of the Exchange Act. The
decision was not the result of any dispute or disagreement with the
Company, the Company’s management or the Company’s Board of
Directors (the “Board”) on any matter relating to the operations,
policies or practices of the Company.
A copy of the press release announcing the appointment of Ms.
Fisher as President of the Company is attached hereto as Exhibit
99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT INDEX
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Exhibit
No. |
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Description |
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10.1 |
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Employment Letter between the Company and Ossa F. Fisher, dated
December 29, 2022.
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99.1 |
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Press release dated January 30, 2023. |
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104 |
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Cover Page Interactive Data File. |
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, hereunto duly
authorized.
Dated: January 30, 2023
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AURORA INNOVATION, INC.
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By: |
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/s/ Richard Tame |
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Name: |
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Richard Tame |
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Title: |
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Chief Financial Officer |
Exhibit 10.1
Dec 28, 2022
Ossa F. Fisher
via Aurora Operations, Inc.
Dear Ossa,
It is my pleasure to extend you an offer to join Aurora Operations,
Inc. (“Aurora”
or “we”)
as its President. The remainder of this letter agreement (the
“Agreement”),
and its attachments, discuss the details of this offer. This
Agreement shall be effective as of the date signed below (the
“Effective
Date”).
1.Title/Position.
As noted above, your title will be President, and you will be a
full-time employee in our Coppell, Texas office. You will report to
Aurora’s Chief Executive Officer and will perform the duties and
responsibilities customary for such position and such other related
duties as are lawfully assigned. By signing this Agreement, you
confirm that you have no contractual commitments or other legal
obligations that would prohibit you from performing your duties for
Aurora.
2.Base
Salary.
Your annual base salary will be $500,000, and will be payable, less
any applicable withholdings, in accordance with Aurora’s normal
payroll practices. Your annual base salary will be subject to
review and adjustment from time to time by the Compensation
Committee (the “Committee”)
of the Board of Directors of Aurora Innovation, Inc., Aurora’s
parent (“Parent”),
as applicable, in its sole discretion.
3.Annual
Bonus.
Effective for the annual bonus paid in 2024, you will be eligible
to receive a target annual bonus equal to 40% of the base salary
you were paid by Aurora during the preceding calendar year. This
bonus is payable in the sole discretion of the Committee, and will
be determined based on your individual and Aurora’s overall
performance. It will be subject to all applicable deductions and
withholdings, and to the extent permitted by applicable law, you
must be employed by Aurora at the time the bonus is paid in order
to be eligible to receive it. Your annual bonus opportunity and the
applicable terms and conditions may be adjusted from time to time
by the Committee, in its sole discretion.
4.Equity
Awards.
If you decide to join Aurora, it will be recommended to the
Committee following your start date that Parent grant you (a) an
award of restricted stock units covering 2,000,000 shares of
Aurora’s Class A Common Stock (“RSUs”),
plus (b) an option to purchase 2,000,000 shares of Aurora’s Class A
Common Stock, at a price per share equal to the closing price of
Aurora’s Class A Common Stock on the date of the grant (the
“Option”
and, together with the RSUs, the “Equity
Awards”).
The Equity Awards shall be subject to the terms and conditions
described on
Exhibit A
hereto. You will be eligible to receive additional equity awards
pursuant to any plans or arrangements Parent may have in effect
from time to time. The Committee will determine in its sole
discretion whether you will be granted any such equity awards and
the terms of any such award in accordance with the terms of any
applicable plan or arrangement that may be in effect from time to
time.
5.Employee
Benefits.
You will be eligible to participate in the benefit plans and
programs established by Aurora for its employees from time to time,
subject to their applicable terms and conditions, including without
limitation any eligibility requirements. Aurora reserves the right
to modify, amend, suspend or terminate the benefit plans and
programs it offers to its employees at any time.
6.Proprietary
Agreement.
Like all Aurora employees, you will be required to sign Aurora’s
standard Proprietary Information and Inventions Agreement
(“PIIA”)
prior to starting employment at Aurora. A copy of the PIIA is
attached to this offer letter.
7.At-Will Employment.
Aurora is an “at-will” employer. Your employment with Aurora will
be for no specific period of time. Your employment with Aurora will
be “at will,” meaning that either you or Aurora may terminate your
employment at any time and for any reason, or no reason. Any
contrary representations that may have been made to you are hereby
superseded. This is the full and complete agreement between you and
Aurora on this term. Aurora may modify your job duties, title,
compensation and benefits, as well as its personnel policies and
procedures from time to time as necessary and in its sole
discretion. However, the “at will” nature of your employment may
only be changed in an express written agreement signed by you and a
duly authorized officer of Aurora (other than you).
8.Miscellaneous.
a.As
required by law, your employment with Aurora is contingent upon
your providing legal proof of your identity and authorization to
work in the United States.
b.Your
offer of employment with Aurora is contingent upon the satisfactory
completion of a background check.
c.Trade
Compliance.
i.Restricted
Parties Lists Verification.
This offer of employment and your continued employment with Aurora
is contingent upon verification that you and, if applicable, your
affiliated entity/institution do not appear on any of the
Restricted Parties Lists maintained by the United States
Government that will prevent Aurora from transacting (including but
not limited to financial transactions) or engaging in certain type
of activities with you, directly or indirectly.
ii.Export
License Determination.
If an export control license is required in connection with your
employment, this offer is also contingent upon Aurora’s receipt of
the necessary export license and any similar government approvals.
Your employment with Aurora will commence following receipt of such
export license and governmental approvals and is conditioned upon
your (a) maintaining your employment with Aurora, and (b) continued
compliance with all conditions and limitations imposed by such
license and governmental approvals. If, for any reason, such export
license and governmental approvals cannot be obtained within a
commercially reasonable time from your date of signature on this
offer of employment, with such reasonable time to be determined in
Aurora’s sole discretion, then this offer will automatically
terminate and have no force and effect. Additionally, should an
export license become necessary at any point following the
commencement of your employment with Aurora, no export-controlled
items, information, and/or code will be released to you until such
license and any similar government approvals are obtained. Aurora
is not obligated to apply for any export license or other
government approval that may be required in connection with your
employment, and Aurora cannot guarantee that any such license or
similar approvals will be granted, if sought.
d.This
Agreement, including Exhibit A hereto, together with the PIIA,
constitutes the entire agreement between you and Aurora regarding
the material terms and conditions of your employment, and they
supersede and replace all prior negotiations, representations or
agreements between you and Aurora.
e.Except
as provided herein, this Agreement may not be amended or modified,
except by an express written agreement signed by both you and a
duly authorized officer of Aurora (other than you). Any amendment
or modification to this Agreement made by you that is not agreed to
in an express written agreement signed by a duly authorized officer
of Aurora (other than you) after your request for such amendment or
modification will render this Agreement and Aurora’s signature
hereto null and void.
* * * * *
We’re thrilled to have you join the team!
Very truly yours,
AURORA OPERATIONS, INC.
/s/ Chris Urmson
By: Chris Urmson
Title: Chief Executive Officer
I have read and accept this employment letter,
including the terms and conditions attached as Exhibit A, and the
PIIA.
Signature of Employee: /s/ Ossa Fisher
Dated: 12/29/2022
Exhibit A
Equity Awards Terms and Conditions
As described in the offer letter to which this Exhibit A is
attached (the “Offer
Letter”),
if you decide to join Aurora, it will be recommended to
the Committee
following your start date that Parent grant you Equity Awards.
Capitalized terms used herein that are not otherwise defined shall
have the meanings given to them in the Offer Letter.
1.Vesting
Terms.
i.The
RSUs will generally vest on 4 specific dates each year: February
20, May 20, August 20 and November 20 (each a “quarterly vesting
date”).
ii.Vesting
of RSUs is satisfied over a period of 4 years following your
Vesting Commencement Date (described below) with a cliff as to 25%
of shares time-vesting on the 1-year anniversary of your Vesting
Commencement Date, and 1/16 time-vesting quarterly thereafter, in
each case, subject to your continued employment.
iii.Twenty-five
percent (25)% of the shares subject to the Option shall vest 12
months after the Vesting Commencement Date, subject to your
continuing employment with Aurora, and no shares shall vest before
such date. The remaining shares shall vest monthly over the next 36
months in equal monthly amounts subject to your continuing
employment with Aurora.
iv.Your
Vesting Commencement Date will be the first quarterly vesting date
after your start date.
2.Other
Terms.
Your Equity Awards shall be subject to the terms and conditions of
Aurora’s Equity Incentive Plan, Restricted Stock Unit Agreement and
Stock Option Agreement (as applicable), including vesting
requirements. No right to any equity is earned or accrued until
such time that vesting occurs, nor does the grant confer any right
to continue vesting or employment.
Exhibit 99.1
Aurora Appoints Ossa Fisher as Company President
Fisher joins the company during a pivotal year as Aurora prepares
for autonomous trucking commercial launch in 2024
PITTSBURGH - JANUARY 30, 2023 - Aurora Innovation, Inc. (NASDAQ:
AUR), a leading autonomous vehicle company, today announced it has
appointed Ossa Fisher as the company’s president. Fisher brings
more than 20 years of leadership experience to Aurora, spanning
strategy, operations, and business functions across a wide variety
of technology organizations. As the company focuses on scaling
operations and preparing for commercial launch in 2024, Fisher will
play a pivotal role in supporting and advancing these critical
initiatives.
Fisher is expected to begin in February and will be joining Aurora
from Istation, where she has served as president and chief
operating officer since 2019 and oversaw a number of the company’s
functions including engineering, product, sales, marketing,
customer success, and more. Prior to this, Fisher held other
leadership roles at the e-learning platform since joining in 2015,
including two years as chief marketing officer, before expanding
her role and responsibilities. Fisher’s previous roles include
serving as a senior vice president of strategy and analytics at
Match Group and being named a partner at Bain & Company where
she was a leader in the technology, media and telecom
practice.
In her role as president, Fisher will report directly to Aurora’s
co-founder and Chief Executive Officer Chris Urmson.
“We are on the cusp of an autonomous breakthrough that will
transform how people and goods move through the world,” said
Fisher. “Aurora’s vision, commitment to safety and world-class
partnerships have positioned the company to deliver an autonomous
trucking product that will define the industry for years to come.
I’m incredibly excited and humbled to join the Aurora team and be
part of this journey.”
“This will be a historic year for Aurora as we prepare our
autonomous trucking fleet for commercial launch,” said Urmson. “I’m
confident Ossa’s experience and leadership will help us unlock
greater efficiencies across our operations and further strengthen
our existing relationships with industry-leading
partners.”
Fisher will be based in Dallas near Aurora’s current center for
vehicle operations as the company continues to expand deliveries
and shipments for pilot customers between Dallas and Houston as
well as between Fort Worth and El Paso. Over the last two years,
Aurora’s team in Dallas has expanded at a rapid pace, growing from
less than 20 people at the end of 2020 to nearly 120 by the end of
2022 as operations continue to scale for commercial
launch.
About Aurora
Aurora (Nasdaq: AUR) is delivering the benefits of self-driving
technology safely, quickly, and broadly to make transportation
safer, increasingly accessible, and more reliable and efficient
than ever before. The Aurora Driver is a self-driving system
designed to operate multiple vehicle types, from freight-hauling
semi-trucks to ride-hailing passenger vehicles, and underpins
Aurora Horizon and Aurora Connect, its driver-as-a-service products
for trucking and ride-hailing. Aurora is working with industry
leaders across the transportation ecosystem, including Toyota,
FedEx, Volvo Trucks, PACCAR, Uber, Uber Freight, U.S. Xpress,
Werner, Covenant, Schneider, and Ryder. For Aurora’s latest news,
visit aurora.tech and @aurora_inno on Twitter.
Aurora Overview
Aurora Press Kit
Aurora Cautionary Statement Regarding Forward-Looking
Statements
This Press Release contains certain forward-looking statements
within the meaning of the federal securities laws. All statements
contained in this press release that do not relate to matters of
historical fact should be considered forward-looking statements,
including but not limited, to those statements around Aurora’s
operations and the development, commercialization or market impact
of Aurora’s products. These statements are based on management’s
current assumptions and are neither promises nor guarantees, but
involve known and unknown risks, uncertainties and other important
factors that may cause our actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking statements. For factors that could cause actual
results to differ materially from the forward-looking statements in
this press release, please see the risks and uncertainties
identified under the heading “Risk Factors” section of Aurora
Innovation, Inc.’s (“Aurora”) Quarterly Report on Form 10-Q for the
quarter ended September 30, 2022, filed with the SEC on November 3,
2022, and other documents filed by Aurora from time to time with
the SEC, which are accessible on the SEC website at www.sec.gov.
All forward-looking statements reflect our beliefs and assumptions
only as of the date of this press release. Aurora undertakes no
obligation to update forward-looking statements to reflect future
events or circumstances.
Investor Relations:
Stacy Feit
ir@aurora.tech
(323) 610-0847
Media:
Khobi Brooklyn
press@aurora.tech
(415) 699-3657
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