Issuer Free Writing Prospectus dated May 15, 2024 (U.S.)
Filed Pursuant to Rule 433 under the Securities Act of 1933
Registration Statement No. 333-279271
This free writing prospectus relates to the Registration Statement
on Form S-3 (Registration No. 333-279271) (the Registration Statement) that Life360, Inc. has filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended.
LIFE360, INC.
SUPPLEMENT TO NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND
DEFINITIVE PROXY STATEMENT FOR THE 2024 ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD ON THURSDAY, MAY 30, 2024 (AUSTRALIA)
AND WEDNESDAY, MAY 29, 2024 (U.S.)
May 15, 2024
Life360, Inc. (the
Company) is filing this supplement to update information contained in the Companys Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission (the SEC) on April 16, 2024 (the Proxy
Statement), and made available to the Companys stockholders in connection with the solicitation of proxies on behalf of the Companys board of directors (the Board) for its annual meeting of stockholders to be held on
Thursday, May 30, 2024 (Australia) and Wednesday, May 29, 2024 (U.S.) (the 2024 Annual Meeting), or any adjournment or postponement thereof.
We would like to draw your attention specifically to Proposal 14Approval of Amendment to the Certificate of Incorporation to Increase Number of
Authorized Shares. We refer to Proposal 14 as the Share Increase Amendment. The Board recommends a vote in favor of Proposal 14.
While
we recognize that our stockholders make their voting decisions independently, and often apply their own internal guidelines, we also understand that the reports of proxy advisory firms are utilized as research tools by many of our stockholders to
analyze the proposals presented for consideration at our 2024 Annual Meeting. In this regard, we believe it is imperative that such reports be supplemented with more complete information. We encourage you to read our Proxy Statement as well as the
additional soliciting material we have filed with the SEC.
Subsequent to the filing of the Proxy Statement, on May 9, 2024, we publicly filed a
Shelf Registration Statement on Form S-3 (Registration No. 333-279271) (including a base prospectus) with the SEC and on May 10, 2024, we filed a free writing
prospectus with the SEC which was also released as an announcement on the Australian Securities Exchange (the ASX), each relating to a proposed initial public offering of our common stock in the United States (the U.S. IPO).
The free writing prospectus and ASX release disclose (together, the U.S. IPO Disclosure) that:
The Company, with headquarters in the
San Francisco area and pre-existing SEC reporting obligations, views a U.S. IPO and increased exposure to U.S. investors as a natural next-step in its growth. The Companys CHESS Depositary Interests
(CDI) (representing underlying shares of common stock on a 3 CDIs-for-1 share of common stock basis) will remain listed on the Australian Securities Exchange. While the
timing, number of shares to be issued, and pricing of the U.S. IPO have not yet been determined and are subject to consideration of several different factors and conditions, it is expected that the U.S. IPO would consist of a primary issuance of new
Life360 shares, as well as a secondary sale of existing shares in order to reduce dilution for existing stockholders. The Company currently expects the primary raise to be no more than US$100 million. [
]
Though the Company has taken these preparatory steps to facilitate a U.S. IPO, there is no certainty if or when the Company will proceed with a
potential U.S. IPO.