| Item 7.01 | Regulation FD Disclosure |
Life360, Inc. (the “Company”) is furnishing this Item 7.01 of this Current Report on Form 8-K in connection with the disclosure of information, in the form of the textual information from a disclosure with the Australian Securities Exchange (“ASX”) and the textual information from the Appendix 3Ys issued in connection with ASX regulations. Both the ASX Disclosure and Appendix 3Ys were issued on June 28, 2023. A copy of the ASX Disclosure is furnished as Exhibit 99.1 and a copy of each Appendix 3Y is furnished as Exhibit 99.2 and Exhibit 99.3 to this Current Report on Form 8-K.
Christopher Hulls, the Chief Executive Officer and a Director of the Company and Alex Haro, a Director of the Company, previously established personal loan facilities of AU$10.5 million and AU$5.5 million, respectively, with a third-party lender. On June 28, 2023, Mr. Hulls repaid his loan in full by relinquishing to the third-party lender 570,554 shares (equivalent to 1,711,661 CDIs) held as security by the third-party lender. On the same date, Mr. Haro repaid his loan in full in cash using proceeds obtained from a new limited recourse loan facility for US$12 million with another third-party lender (the “New Facility”), which was reviewed and approved by the Company’s Board of Directors. The New Facility is guaranteed by Mr. Haro and secured by 2,126,236 shares (equivalent to 6,378,708 CDIs) of the Company’s common stock. The New Facility has a maturity date of late June 2024 unless repaid earlier. The loan is limited recourse and the lender has no rights to force a sale of the pledged shares in the absence of an event of default, the terms of which are customary for a facility of this nature.
The information in this Item 7.01 of this Current Report on Form 8-K (including Exhibits 99.1, 99.2 and 99.3) is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. This Item 7.01 of this Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in this Item 7.01 that is required to be disclosed solely be Regulation FD.
The text included with this Item 7.01 of this Current Report on Form 8-K will be available on our website located at www.life360.com, although we reserve the right to discontinue that availability at any time.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
