SEC Form 8-K filed by Life360 Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events |
Underwriting Agreement
On June 6, 2024, Life360, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, Evercore Group L.L.C. and UBS Securities, LLC as representatives of the several underwriters named therein (collectively, the “Underwriters”), and certain selling securityholders named in Schedule II thereto (the “Selling Securityholders”), relating to the underwritten initial public offering of 5,750,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), pursuant to the Company’s automatic shelf Registration Statement on Form S-3 (File No. 333-279271) and a related prospectus and prospectus supplement at a public offering price of $27.00 per share (the “Offering”).
The Offering consisted of 3,703,704 shares of Common Stock issued and sold by the Company (the “Primary Shares”) and 2,046,296 shares of Common Stock sold by the Selling Securityholders (the “Secondary Shares” and, together with the Primary Shares, the “Shares”). Under the terms of the Underwriting Agreement, the Selling Securityholders granted the Underwriters an option exercisable for 30 days to purchase up to an additional 862,500 shares of Common Stock at the initial public offering price, less underwriting discounts and commissions. The Shares were delivered against payment therefor on June 7, 2024.
The Company received net proceeds from the Offering of approximately $83.1 million, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company, including the payment of the underwriting discounts and commissions applicable to the sale of shares of Common Stock by the Selling Securityholders. The Company intends to use the net proceeds that it received from the Offering for general corporate purposes, including working capital, operating expenses, and capital expenditures. The Company may also use a portion of the net proceeds from the Offering for acquisitions or strategic investments in complementary businesses, products, services or technologies, although it does not currently have any agreements or commitments to enter into any such acquisitions or investments.
The Selling Securityholders received proceeds, before expenses from the Offering of approximately $51.4 million. The Company will not receive any of the proceeds from the sale of shares of Common Stock by the Selling Securityholders, but it has agreed to pay the Selling Securityholders for certain of their expenses in connection with the Offering, including all underwriting discounts and commissions applicable to the sale of shares of Common Stock by the Selling Securityholders.
The Underwriting Agreement contains customary representations, warranties and covenants by the Company and the Selling Securityholders, customary conditions to closing, indemnification obligations of the Company, the Selling Securityholders, and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties, and termination provisions. The representations, warranties, and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, and were solely for the benefit of the parties to such agreement.
The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the securities in the Offering is filed as Exhibit 5.1 hereto.
Pricing of Initial Public Offering
On June 6, 2024, the Company issued a media release announcing the pricing of the Offering. A copy of the media release is filed as Exhibit 99.1 to this Report.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement, dated June 6, 2024 | |
| 5.1 | Opinion of Cooley LLP | |
| 23.1 | Consent of Cooley LLP (contained in Exhibit 5.1) | |
| 99.1 | Media release of the registrant dated June 6, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
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.
| LIFE360, INC. | ||||||
| Dated: June 7, 2024 | By: | /s/ Russell Burke | ||||
| Russell Burke | ||||||
| Chief Financial Officer | ||||||