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Life360, Inc. Capital/Financing Update 2021

Sep 1, 2021

30724_rns_2021-09-01_480f616d-8847-4981-bae3-8afb52a19699.pdf

Capital/Financing Update

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ASX ANNOUNCEMENT

2 September 2021

CLEANSING NOTICE

UNDER SECTION 708A(12C)(e) OF THE CORPORATIONS ACT 2001 (CTH)

1. Introduction

This cleansing notice ( Cleansing Notice ) is issued by Life360, Inc. (ASX: 360) ( Company ) under section 708A(12C)(e) of the Corporations Act 2001 (Cth) ( Corporations Act ) as notionally inserted by ASIC Corporations (Sale Offers: Securities Issued on Conversion of Convertible Notes) Instrument 2016/82 ( ASIC Instrument 2016/82 ).

This Cleansing Notice is important and should be read in its entirety.

Neither ASIC nor the ASX take responsibility for the contents of this Cleansing Notice.

2. Background

As announced to ASX on 2 September 2021 (Sydney time) (1 September 2021 (PT)), the Company has completed the acquisition of Jiobit, provider of wearable location devices for young children, pets and seniors.

The upfront consideration of USD36,000,000 was subject to adjustments of USD7,284,180. The adjusted consideration of USD28,715,820 consisted of: a Master Secured Convertible Promissory Note (the Convertible Note ) with a face value of USD11,486,343 (the Convertible Note Offer ) and 765,733 shares of common stock at an issue price of USD22.50 per share ( New Shares ) (equivalent to 2,297,199 CDIs at an issue price of USD7.50 per CDI).

An additional USD16,945,922 consideration may be paid by the Company if performance targets are achieved in the financial years ending 31 December 2021 and 31 December 2022.

On 2 September 2021 (Sydney time) (1 September 2021 (PT)) the Company issued the Convertible Note and committed to issuing the New Shares upon receipt from each of a Letter of Transmittal, which includes a general release of claims. The Convertible Note and New Shares were issued without disclosure under Part 6D.2 of the Corporations Act.

This Cleansing Notice does not constitute an offer of any Convertible Note for issue or sale, or an invitation to subscribe for or purchase any Convertible Note and is not intended to be used in connection with any such offer or invitation.

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3. Contents of Cleansing Notice

This Cleansing Notice sets out:

  • (a) in relation to the Convertible Note:

  • (i) the effect of the issue on the Company;

  • (ii) a summary of the rights and liabilities attaching to the Convertible Note; and

  • (iii) a summary of the rights and liabilities attaching to the Shares or CDIs that may be issued on the conversion of the Convertible Note;

  • (b) any information that:

  • (i) has been excluded from continuous disclosure notices in accordance with the ASX Listing Rules; and

  • (ii) is information that investors and their professional advisors would reasonably require for the purpose of making an informed assessment of:

    • (A) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; and

    • (B) the rights and liabilities attaching to the Convertible Note, Shares and CDIs,

to the extent which it would be reasonable for investors and their professional advisers to expect to find in this Cleansing Notice; and

  • (c) certain information relating to the Company's status as a disclosing entity.

4. Overview of the effect of the issue of the Convertible Note on the Company

The principal effect of the issue of the Convertible Note on the Company will be to:

  • (a) increase the indebtedness of the Company by the aggregate face value of the Convertible Note of USD11,486,343, plus all accrued and unpaid interest;

  • (b) increase the number of Shares/CDIs on issue at the time that the Convertible Note convert to Shares (or CDIs) in accordance with the terms of the Convertible Note as further described at paragraph 7, with a corresponding decrease in the indebtedness of the Company by the aggregate face value of the Convertible Note converted to Shares.

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5. Impact on the Company’s capital structure

A table setting out the effect of the issue of the Convertible Note on the capital structure of the Company is set out below.

Number on issue
immediately prior
to issue of the
Convertible Note
and New Shares
Number on issue
after issue of
Convertible Note
and New Shares
Number on issue
assuming conversion
of Convertible Note (on
a fully diluted basis)
(excluding accrued
interest)
CDIs1 152,984,304 155,281,503 157,342,281
Convertible
Notes
Aggregate face
value of
USD2,110,0002
Aggregate face
value of
USD13,596,3433
-
Options4 7,866,011 7,934,339 7,934,339
RSUs5 2,685,799 2,685,799 2,685,799
Warrants6 272,001 272,001 272,001
  1. CDI:Share ratio is 3:1.

  2. Equivalent to 176,422 Shares, assumes all Shares are held as CDIs.

  3. Equivalent to 686,926 Shares, assumes all Convertible Notes are converted to Shares and are held as CDIs.

  4. Options over Shares. The Company will be issuing 68,328 Options upon close.

  5. On vesting each RSU will convert into one Share.

  6. Warrants over Shares.

6. Pro-forma statement of financial position after the issue of Convertible Note

Set out below is a consolidated pro-forma financial statement of the Company’s financial position which has been prepared on the following basis:

  • (a) the 30 June 2021 consolidated statement of financial position has been used as a base to illustrate the impact of the issue of the Convertible Note;

  • (b) it has been prepared in accordance with the Company’s usual accounting policies and is presented in USD;

  • (c) it is not audited and is presented in abbreviated form in so far as it does not include all the disclosures required by US GAAP applicable to annual financial statements;

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  • (d) it classifies the Convertible Note as debt financial instruments which are reflected in the Company’s ‘convertible note payable’; and

  • (e) it has been provisionally prepared for the Convertible Note, accordingly the allocations between liabilities and equity detailed therein are subject to future change.

June 30,
Proforma
2021
30-Jun-21
Convertible Note and related
accounting entries
June 30,
Proforma
2021
30-Jun-21
Convertible Note and related
accounting entries
Assets
Current Assets:
Cash and cash equivalents
Accounts receivable
Costs capitalized to obtain revenue contracts, net
Prepaid expenses and other current assets
Total current assets
Property and equipment, net
Costs capitalized to obtain revenue contracts, net of current portion
Goodwill
Notes due from affiliates
Convertible note receivable
Right of use asset
Prepaid expenses and other assets, noncurrent
Investment in subsidiary
$ 50,558
$ 50,558
12,031
12,031
2,223
2,223
6,940
6,940
71,752
-
71,752
578
578
520
520
764
764
318
318
2,500
2,500
1,995
1,995
2,574
2,574
-
28,716
28,716
Total Assets $ 81,001
28,716
$ 109,717
Liabilities and Stockholders Equity
Current Liabilities:
Accounts payable
Accrued expenses and other liabilities
Other current liabilities
Deferred revenue
Total current liabilities
Convertible note payable
Other noncurrent liabilities
-
-
$ 907
$ 907
6,028
6,028
2,110
2,110
12,013
12,013
21,058
-
21,058
-
11,486
11,486
1,511
1,511
21,058
-
21,058
-
11,486
11,486
1,511
1,511
Total Liabilities $ 22,569
11,486
$ 34,055
Commitments and Contingencies
Stockholders' Equity
Common Stock
Additional paid-in capital
Notes due from affiliates
Accumulated deficit
~~-~~
-
-
50
77
127
201,445
17,153
218,598
(621)
(621)
(142,442)
(142,442)
Total stockholders' equity 58,432
17,230
75,662
Total Liabilities and Stockholders' Equity $ 81,001
28,716
$ 109,717

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7. Rights and liabilities attaching to the Convertible Note

The following is a broad summary of the rights and liabilities attaching to the Convertible Note. The summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of the Noteholders.

Aggregate face value
of Convertible Note
USD11,486,343
Term and maturity The outstanding aggregate face value (the principal) of the
Convertible Note and accrued but unpaid interest (Maturity
Amount) is due and payable on each 12 month anniversary of
the issue date of the Convertible Note.
If one of the following events occurs the Maturity Amount will be
immediately due and payable:

commission of any act of bankruptcy by the Company;

the execution by the Company of a general assignment
for the benefit of creditors (or the Company admitting in
writing its inability to pay its debts as they become due);

the filing by or against the Company of a petition in
bankruptcy or any petition for relief under the federal
bankruptcy act or the continuation of such petition
without dismissal for a period of 90 days or more; or

the appointment of a receiver or trustee to take
possession of the property or assets of the Company,
(each anEvent of Default).
Payments All payments:

shall be in lawful money of the United States of America
and;

shall be credited first to the accrued interest then due
and payable and the remainder shall be applied to the
principal.
The Company may not prepay the Convertible Note without the
prior written consent of the holders of a majority of the aggregate
unpaid principal amount of the Convertible Note.

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Interest The Convertible Note bears interest on the unpaid principal
amount at the rate equal to the ‘US Prime Rate’ as published in
The Wall Street Journal’s ‘Money Rates’ table, plus 0.25% per
per annum, adjusted on a monthly basis on the 1stbusiness day
of each month and compounded quarterly on the basis of a year
of 365 days.
Interest is payable annually on the principal that has not been
converted or repaid, on each year anniversary of the issue date
of the Convertible Note, unless the Convertible Note (along with
accrued interest) is otherwise converted pursuant to the terms
of issue of the Convertible Note.
If a Change of Control (as defined below) is consummated, all
interest is deemed to stop accruing on the date selected by the
Company that is up to 10 days prior to the signing of the
definitive agreement for such Change of Control.
Optional conversion Upon the election of the holders of a majority of the aggregate
unpaid principal amount, pursuant to an agreed form election
notice (which may be delivered to the Company at any time or
from time to time) (Election Notice) the ‘Elected Conversion
Amount’described in the Election Notice shall within five (5)
business dates following receipt by the Company of the Election
Notice) automatically convert on a pro rata basis for each
Noteholder based on their relative proportion of the aggregate
unpaid principal amount on the date of the Election Notice, into
the number of parent common stock equal to:

the Elected Conversion Amount for such Noteholder,

divided by theConversion Price(which will be the
‘Parent Per CDI Price’ (stipulated)_times_the ratio of
CDI’s per share of parent common stock in effect as of
the Election Notice)
(theConversion Shares).
In the event that the Election Notice provides for the conversion
of less than the full outstanding Maturity Amount, then
outstanding under the Convertible Note, the Maturity Amount for
the Noteholders shall be proportionately reduced on a pro rata
basis by the aggregate Elected Conversion Amount.
Conversion on
change of control
In the event of a Change of Control the outstanding Maturity
Amount shall be repaid in full.
A Change of Control means:

a sale of all or substantially all of the Company’s assets
other than to an Excluded Entity (being a corporation or
other entity of which the holders of voting capital stock
of the Company outstanding immediately prior to such
transaction are the direct or indirect holders of voting
securities representing at least a majority of the votes
entitled to be cast by all of such corporation’s or other

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entity’s voting securities outstanding immediately after
such transaction);

a merger, consolidation or other capital reorganisation
or business combination transaction of the Company
with or into another corporation, limited liability company
or other entity other than an Excluded Entity; or

the consummation of a transaction, or series of related
transactions, in which any “person” (as such term is
used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange
Act”)) becomes the “beneficial owner” (as defined in
Rule 13d-3 of the Exchange Act), directly or indirectly,
of all of the Company’s then outstanding voting
securities.
Notwithstanding the foregoing, a transaction shall not constitute
a Change of Control if its purpose is to

change the jurisdiction of the Company’s incorporation;

create a holding company that will be owned in
substantially the same proportions by the persons who
hold the Company’s securities immediately before such
transaction; or

obtain funding for the Company in a financing that is
approved by the Company’s Board of Directors.
The Company must provide the Noteholder with fifteen (15)
days’ prior written notice of the consummation of such Change
of Control.
Grant of Security
Interest to
Noteholders
As collateral security for the Maturity Amount, the Company
pledges and assigns to Noteholders and grants to Noteholders
a lien on and continuing security interest in all of the
Company’s right title and interest in and to all of its tangible
and intangible personal property and fixtures, presently owned
or acquired in the future (Collateral) which is to be perfected
by the Company promptly.
Appointment of agent If an Event of Default occurs, the Company appoints a
Securityholders’ Agent as its attorney, with power to carry out
the terms of the Convertible Note and other actions to protect,
preserve or realise the Noteholders’ security interest in the
Collateral.
Termination The Convertible Note and security interest created under its
terms (and any other document entered into in connection with
the Convertible Note) shall terminate automatically when:

all of the outstanding obligations (other than certain
inchoate or contingent obligations) have been paid in full
in cash;

all commitments of Noteholders shall have terminated
(or expired).

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Upon termination Noteholders and the Securityholders’ Agent
shall promptly deliver any possessory Collateral it holds to the
Company, and execute and deliver releases and discharges to
evidence this.
If the Securityholders’ Agent fails to deliver certain documents
to the Company, the Company shall be authorised to file such
documents on behalf of the Noteholders.
If any part of the Collateral is sold in connection with a sale not
prohibited under the Convertible Note or otherwise released at
the direction of Noteholder or in accordance with the terms of
the Convertible Note, and the proceeds of such sale or sales are
free and clear of any third-party liens and security interests,
such Collateral will be sold free and clear of the liens created by
the Convertible Note, appropriate transfer documents in relation
to the Collateral will be executed and delivered to the Company.
Stockholders, officers
and directors not
liable
In no event shall any stockholder, officer or director of the
Company be liable for any amounts due or payable pursuant to
the Convertible Note.
Interest rate
maximum
Interest paid or agreed to be paid under the terms of the
Convertible Note will not exceed the maximum rate of non-
usurious interest permitted by applicable law (Maximum Rate),
any payment of interest in excess of the Maximum Rate is to be
applied to the principal outstanding, or where it exceeds the
principal outstanding, refunded to the Company).
In determining the Maximum Rate the Noteholder may, to the
extent permitted by applicable law:

characterize any payment that is not principal as an
expense, fee, or premium rather than interest;

exclude voluntary prepayments and the effects thereof; and

amortize, prorate, allocate, and spread in equal or unequal
parts the total amount of interest throughout the
contemplated term of the relevant Convertible Note.
Action to collect on
Convertible Note
Company to pay all of the Noteholder’s costs and expenses
including reasonable attorney’s fees, incurred in connection with
an action to collect on the Convertible Note.
Replacement notes The Company agrees to issue replacement notes, where the
original has been lost, stolen, destroyed etc. upon receipt of an
indemnity satisfactory to the Company or surrender and
cancellation of such Convertible Note.
Adjustments to
Company’s share
capital
The Conversion Shares or the Conversion Price will be adjusted
(as is appropriate) in respect of the Company’s Shares being
subdivided, consolidation, reclassified, changed, reorganised.
Any adjustment to the Company’s share capital must comply
with the listing rules of the ASX, NASDAQ or other stock
exchange and the terms of issue of the Convertible Note will be
  • exclude voluntary prepayments and the effects thereof; and
In determining the Maximum Rate the Noteholder may, to the
extent permitted by applicable law:

characterize any payment that is not principal as an
expense, fee, or premium rather than interest;

exclude voluntary prepayments and the effects thereof; and

amortize, prorate, allocate, and spread in equal or unequal
parts the total amount of interest throughout the
contemplated term of the relevant Convertible Note.
Action to collect on Company to pay all of the Noteholder’s costs and expenses
Convertible Note including reasonable attorney’s fees, incurred in connection with
an action to collect on the Convertible Note.
Replacement notes The Company agrees to issue replacement notes, where the
original has been lost, stolen, destroyed etc. upon receipt of an
indemnity satisfactory to the Company or surrender and
cancellation of such Convertible Note.
Adjustments to The Conversion Shares or the Conversion Price will be adjusted
Company’s share (as is appropriate) in respect of the Company’s Shares being
capital subdivided, consolidation, reclassified, changed, reorganised.
Any adjustment to the Company’s share capital must comply
with the listing rules of the ASX, NASDAQ or other stock
exchange and the terms of issue of the Convertible Note will be

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amended as necessary to comply with such listing rules
applying to the reorganisation of capital.
Maximum number of
Shares on conversion
The maximum number of Shares that may be issued in respect
of the conversion of the principal of the Convertible Note is
510,504 (equivalent to 1,531,512 CDIs) (subject to adjustment).
Assignment and
transferability
Convertible Note may only be transferred upon surrender of the
original Convertible Note for registration of transfer, endorsed or
accompanied by a written transfer instrument in a form
satisfactory to the Company.
A Noteholder may transfer or assign their rights under the
Convertible Note at any time subsequent to the date hereof
subject to the requirement that:

that any transferee or assignee of their rights under the
Convertible Note must first agree to be bound by the
terms of the Convertible Note;

that any such assignment or transfer be in full
compliance with laws; and

Exhibit A of the Convertible Note being updated to
reflect the new holder.
Noteholder rights The Noteholders shall not be entitled to any dividend, rights,
allotments or other distributions as a stockholder of the
Company, by reason of their mere ownership of the Convertible
Note prior to the conversion of the Convertible Note into
Convertible Shares, and in the event of a partial conversion in
Conversion Shares, only to the extent of such conversion into
Conversion Shares.
No quotation The Convertible Note will not be quoted on the ASX or any other
public exchange.
Governing law State of Delaware.

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8. Rights and liabilities attaching to Shares

The following is a broad summary of the rights and liabilities attaching to the Company’s Shares. The summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of the holders of the Shares.

General rights The Shares will rank equally in all respects with the
Company’s existing Shares. The rights attaching to the
Shares are set out in the_United States Securities_
Exchange Act of 1934(US Exchange Act)_,_Company’s
Bylaws and Certificate of Incorporation and the Delaware
General Corporation Law (DGCL).
General meetings Each holder of a Share (Shareholder) has the right to
receive notice of and to attend and vote at general
meetings of the Company.
Voting rights Each holder of Shares is entitled to one vote per Share
held on the record date for the meeting on all matters
submitted to a vote of the Shareholders. Shareholders do
not have cumulative voting rights.
Dividends Shareholders are entitled to receive, out of any assets of
the Company legally available for dividend payments,
such dividends as may be declared form time to time by
the Board, on a pro rata basis determined by the number
of Shares.
Transfer of shares Generally, Shares are freely transferable, subject to formal
requirements, the registration of the transfer not resulting
in a contravention of law.
Variation of rights The DGCL allows a majority of the Shares to amend the
rights attaching to the Shares.
Alteration of Bylaws and
Certificate of Incorporation
The Company’s Certificate of Incorporation provides that
the Company’s Bylaws may be amended by an affirmative
vote of a majority of the Board. The Company’s Bylaws
provide that the Bylaws may also be amended by an
affirmative vote of a majority of the Shareholders then
entitled to vote.

9. Rights and liabilities attaching to CDIs

The Shares issued on conversion of Convertible Note may be transmuted to CDIs.

A summary of the rights and liabilities attaching to CDIs as at the date of this Cleansing Notice are set out below.

Voting rights If holders of CDIs wish to attend and vote at the
Company’s general meeting, they will be able to do so.
Under the ASX Listing Rules and the ASX Settlement

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Operating Rules, the Company as an issuer of CDIs
must allow CDI holders to attend any meeting of the
holders of Shares unless relevant U.S. Law at the time
of the meeting prevents CDI holders from attending
those meetings.
In order to vote at such meetings, CDI holders have the
following options:

instructing CHESS Depositary Nominees Pty Limited
(CDN), as the legal owner, to vote the Shares
underlying their CDIs in a particular manner. A voting
instruction form will be sent to CDI holders with the
notice of meeting or proxy statement for the meeting
and this must be completed and returned to the
Company's Share Registry prior to the meeting;

informing the Company that they wish to nominate
themselves or another person to be appointed as
CDN's proxy with respect to their Shares underlying
the CDIs for the purposes of attending and voting at
the general meeting; or

converting their CDIs into a holding of Shares and
voting these at the meeting (however, if thereafter the
former CDI holder wishes to sell their investment on
ASX it would be necessary to convert the Shares back
to CDIs). In order to vote in person, the conversion
must be completed prior to the record date for the
meeting.
As holders of CDIs will not appear on the Company's
share register as the legal holders of the Shares, they
will not be entitled to vote at Shareholder meetings
unless one of the above steps is undertaken.
As each CDI represents one-third of a Share, a CDI
holder will be entitled to one vote for every three CDIs
they hold.
CDI voting instruction forms and details of these
alternatives will be included in each notice of meeting
sent to CDI holders by the Company.
These voting rights exist only under the ASX
Settlement Operating Rules, rather than the US
Exchange Act or DGCL). Since CDN is the legal holder
of applicable shares, the holders of CDIs do not have
any directly enforceable rights under the Company's
Bylaws or Certificate of Incorporation.
Dividends The CDIs allotted on conversion of the Convertible Note
participate in full for all dividends after the date of
conversion only.
Despite legal title to the Shares being vested in CDN,
the ASX Settlement Operating Rules provide that CDI
holders are to receive all economic benefits and other
entitlements in relation to the underlying Shares, these

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include dividends and other entitlements which attach
to the underlying Shares. These rights exist only under
the ASX Settlement Operating Rules (which have the
force of law by virtue of the Corporations Act), rather
than under the US Exchange Act or the DGCL.
Whilst the Company does not anticipate declaring any
dividends in the foreseeable future, should it do so in
the longer term, the Company will declare any
dividends in USD as that is its main functional
currency. In that event, the Company will pay any
dividend in AUD or USD depending on the country of
residence of the CDI holder. If the CDI holder in
Australia wishes to receive dividends in USD they must
complete an appropriate form and return it to the
Company's Share Registry, no later than the close of
business on the dividend record date.
Rights on winding up In the event of the Company's liquidation, dissolution or
winding up, a CDI holder will be entitled to the same
economic benefit on their CDIs as holders of Shares.
These rights exist only under the ASX Settlement
Operating Rules, rather than under the US Exchange Act
or the DGCL.
Transfer of CDIs CDI holders who wish to trade their CDIs will be
transferring the beneficial interest in the Shares rather
than the legal title. The transfer will be settled
electronically by delivery of the relevant CDI holdings
through CHESS. In other respects, trading in CDIs is
essentially the same as trading in other CHESS approved
securities, such as shares in an Australian Company.
CDI:Share ratio Three CDIs will represent one Share.
Corporate Action
Entitlements
CDI holders receive all direct economic and other
entitlements in relation to the underlying Shares.
These include entitlements to participate in rights
issues, bonus issues and capital reductions. These
rights exist only under the ASX Settlement Operating
Rules, rather than under the US Exchange Act or the
DGCL.
It is possible that marginal differences may exist
between the resulting entitlement of a CDI holder and
the entitlements that would have accrued if a CDI
holder held their holding directly as Shares. As the
ratio of CDIs to Shares is not one-to-one and any
entitlements will be determined on the basis of Shares
rather than CDIs, a CDI holder may not always benefit
to the same extent, for example, from the rounding up
of fractional entitlements. The Company is required by
the ASX Settlement Operating Rules to minimise such
differences where legally permissible.

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Takeover Rights If a takeover bid or similar transaction is made in relation
to the Shares of which CDN is the holder of legal title,
under the ASX Settlement Operating Rules, CDN must
not accept the offer made under the takeover bid unless
acceptance of the relevant offer is authorised by the
relevant CDI holder.
CDN must ensure that the offeror processes the takeover
acceptance of a CDI holder if such CDI holder instructs
CDN to do so.
These rights exist only under the ASX Settlement
Operating Rules, rather than under the US Exchange Act
or the DGCL.
Notices and
Announcements
CDI holders are entitled to receive all notices and
company announcements (such as annual reports) that
shareholders are entitled to receive from the Company.
This entitlement exists in the ASX Settlement Operating
Rules, rather than under the US Exchange Act or the
DGCL.

10. Reporting and disclosure obligations

The Company is a disclosing entity for the purposes of the Corporations Act and is therefore subject to regular reporting and disclosure obligations under the Corporations Act and ASX Listing Rules. These obligations require ASX to be notified periodically and on a continuous basis of information about specific events and matters as they arise for the purpose of ASX making the information available to the financial market operated by it. In particular, the Company has an obligation under the ASX Listing Rules (subject to certain limited exceptions) to notify ASX immediately of any information concerning the Company, of which it becomes aware, which a reasonable person would expect to have a material effect on the price or value of the Company's securities.

The Company is also required to prepare and lodge with yearly and half-yearly financial statements, accompanied by a director's statement and report, and an audit report or review. The Company is also required to prepare and lodge a quarterly report.

ASX maintains records of company announcements for all companies listed on ASX. The Company's announcements may be viewed on ASX website (www.asx.com.au). ASIC also maintains records in respect of documents lodged with it by the Company, and these may be obtained from or inspected at any office of ASIC. You have a right to and the Company will provide a copy of each of the following documents, free of charge, to any person on request:

  • (a) the annual financial report most recently lodged by the Company with ASIC, being the financial report of the Company for the year ended 30 December 2020 which was lodged with ASX on 25 February 2021, and the half-year financial report for the half-year ended 30 June 2021 lodged with ASX by the Company on 26 August 2021;

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  • (b) any continuous disclosure documents given by the Company to ASX after the lodgement of the annual financial report referred to in paragraph (a) above and before the lodgement of this Cleansing Notice with ASX, details of which are as follows:
Date Title of announcement
25/02/2021 Full Year Results - Media Release
25/02/2021 Full Year Results - Investor Presentation
25/02/2021 Corporate Governance Statement and Appendix 4G
26/02/2021 Appendix 2A
02/03/2021 Date of Annual General Meeting
03/03/2021 Appendix 3Y - J Synge
05/03/2021 Appendix 3G
09/03/2021 Appendix 3Y - J Synge
12/03/2021 S&P DJI Announces March 2021 Quarterly Rebalance
16/03/2021 Appendix 3Y - B Morin
16/03/2021 Appendix 3Y - D Wiadrowski
16/03/2021 Appendix 3Y - J Synge
16/03/2021 Appendix 3Y - J Coghlan
16/03/2021 Appendix 3Y - M Goines
16/03/2021 Appendix 2A
19/03/2021 Appendix 3G
29/03/2021 Investor Conference Call Details
30/03/2021 Appendix 2A
31/03/2021 Annual Report to shareholders
06/04/2021 Notice of Annual General Meeting/Proxy Form
14/04/2021 Appendix 3G

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Date Title of announcement
20/04/2021 Change in substantial holding
23/04/2021 Withdrawal of Resolution 5 from Annual General Meeting
27/04/2021 Proposed acquisition of Jiobit
28/04/2021 Appendix 4C & Quarterly Activity Report
28/04/2021 Bell Potter Conference Presentation
29/04/2021 Appendix 2A
30/04/2021 AGM - Chairman's and CEO's Address
30/04/2021 Results of Meeting
04/05/2021 Appendix 2A
05/05/2021 Appendix 3G
07/05/2021 Appendix 3Y - A Haro
07/05/2021 Appendix 3Y - B Morin
07/05/2021 Appendix 3Y - C Hulls
07/05/2021 Appendix 3Y - J Synge
07/05/2021 Appendix 3Y - J Coghlan
07/05/2021 Appendix 3Y - R Zuckerberg
07/05/2021 Appendix 3Y - D Wiadrowski
07/05/2021 Appendix 3Y - M Goines
11/05/2021 Appendix 3G
25/05/2021 Presentation - Wilsons Rapid Insights Conference
31/05/2021 Appendix 2A
03/06/2021 Appendix 3G
15/06/2021 Appendix 3Y – B Morin
15/06/2021 Appendix 3Y – D Wiadrowski

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Date Title of announcement
15/06/2021 Appendix 3Y – J Synge
15/06/2021 Appendix 3Y – J Coghlan
15/06/2021 Appendix 3Y – M Goines
15/06/2021 Appendix 3Y – R Zuckerberg
15/06/2021 Appendix 3Y – C Hulls
16/06/2021 Application for quotation of securities – 360
16/06/2021 Appendix 2A
29/06/2021 Market update
29/06/2021 Appendix 3Y – C Hulls
29/06/2021 Appendix 3Y – A Haro
02/07/2021 Investor Conference Call Details
02/07/2021 Notification regarding unquoted securities – 360
02/07/2021 Cleansing Notice
05/07/2021 Notification regarding unquoted securities
08/07/2021 Application for quotation of securities – 360
08/07/2021 Note re Appendix 2A
08/07/2021 Application for quotation of securities – 360
08/07/2021 Application for quotation of securities – 360
08/07/2021 Application for quotation of securities – 360
08/07/2021 Application for quotation of securities – 360
14/07/2021 Notification of cessation of securities – 360
28/07/021 Quarterly Activities/Appendix 4C Cash Flow Report
28/07/2021 Jiobit acquisition
29/07/2021 Proposed issue of securities – 360

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Date Title of announcement
03/08/2021 Appendix 3Y – J Coghlan
04/08/2021 CY21 Half-Year Results Investor Conference Call Details
18/08/2021 Appendix 3Y – J Coghlan
26/08/2021 Appendix 4D and Half-Year Financial Statements
26/08/2021 Half Year Results – Media Release
26/08/2021 Half Year Results – Investor Presentation
30/08/2021 Apple App store fee changes

All requests for copies of the above documents should be addressed to:

The Company Secretary Life360, Inc. Level 12, 680 George Street, Sydney NSW 2000

Certain documents are also available on the Company's website www.life360.com

11. Excluded information

Other than as set out above or in this paragraph 11, as at the date of this Cleansing Notice, the Company advises that there is no information which the Company has excluded from any of its continuous disclosure notices given in accordance with the ASX Listing Rules which would be reasonable for investors and their professional advisors to require for the purpose of making an informed assessment of:

  • (a) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; and

  • (b) the rights and liabilities attaching to the Convertible Note, Shares and CDIs,

and which it would be reasonable for investors and their professional advisers to expect to find in this Cleansing Notice.

- ENDS –

Authorisation

Chris Hulls, Director, Co-Founder and Chief Executive Officer of Life360 authorised this announcement being given to ASX.

About Life360

Life360 operates a platform for today’s busy families, bringing them closer together by helping them better know, communicate with and protect the people they care about most.

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The Company’s core offering, the Life360 mobile app, is a market leading app for families, with features that range from communications to driving safety and location sharing. Life360 is based in San Francisco and had more than 32 million monthly active users (MAU) as at June 2021, located in more than 195 countries.

Contacts

For investor enquiries: Jolanta Masojada, +61 417 261 367 [email protected]

For media enquiries: Giles Rafferty, +61 481 467 903 [email protected]

Life360’s CDIs are issued in reliance on the exemption from registration contained in Regulation S of the US Securities Act of 1933 (Securities Act) for offers of securities which are made outside the US. Accordingly, the CDIs, have not been, and will not be, registered under the Securities Act or the laws of any state or other jurisdiction in the US. As a result of relying on the Regulation S exemption, the CDIs are ‘restricted securities’ under Rule 144 of the Securities Act. This means that you are unable to sell the CDIs into the US or to a US person who is not a Qualified Institutional Buyer (QIB) for the foreseeable future except in very limited circumstances until after the end of the restricted period, unless the resale of the CDIs is registered under the Securities Act or an exemption is available. To enforce the above transfer restrictions, all CDIs issued bear a FOR Financial Product designation on the ASX. This designation restricts any CDIs from being sold on ASX to US persons excluding QIBs. However, you are still able to freely transfer your CDIs on ASX to any person other than a US person who is not a QIB. In addition, hedging transactions with regard to the CDIs may only be conducted in accordance with the Securities Act.

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