What changed in this filing

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Item 9A. Controls and Procedures

2024-02-29 compared with 2023-03-23 · 78 added, 40 removed, 161 unchanged (42% of the section changed)

4 unchanged sentences

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Based on the evaluation of our disclosure controls and procedures as of December 31, 2022, our Chief Executive Officer and Chief Financial Officer concluded that, as a result of material weaknesses in our internal control over financial reporting discussed below, our disclosure controls and procedures were not effective as of December 31, 2022.

Notwithstanding the material weaknesses, management has concluded the Consolidated Financial Statements included in this Annual Report on Form 10-K present fairly, in all material respects, the Company’s financial position, results of operations and cash flows of the Company for the periods presented in conformity with U.S.

Material Weakness

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual and interim financial statements will not be detected or prevented on a timely basis.

As of December 31, 2022, our management identified a material weakness related to management’s risk assessment process over ITGCs, the design and implementation of ITGCs, including certain controls over logical access, segregation of duties and change management, and certain process level controls including information used in the execution of those controls that impacted our financial reporting processes.

Based on such evaluation, our management concluded that our disclosure controls and procedures were effective as of December 31, 2023.

Changes in Internal Control over Financial Reporting

Except for the changes to remediate the previous material weaknesses described below, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Material Weakness Remediation

As previously reported, management identified a material weakness in the Company’s internal control over financial reporting as of December 31, 2022, related to management’s risk assessment process over IT General Controls (“ITGCs”), the design and implementation of ITGCs, including certain controls over logical access, segregation of duties and change management, and certain process level controls including information used in the execution of those controls that impacted our financial reporting processes.

The material weakness did not result in any identified misstatements in the financial statements, and there were no changes to previously issued financial results.

However, the material weakness creates a reasonable possibility that a material misstatement to our consolidated financial statements would not be prevented or detected on a timely basis.

In order to remediate the material weakness, we plan to take the following actions:

In order to remediate the material weakness, management implemented measures to ensure that control deficiencies contributing to the material weakness were remediated, such that these controls were designed, implemented and operating effectively.

The remediation actions included:

• Developing enhanced risk assessment procedures and controls to address IT risks related to key systems that support financial reporting;

• Broadening the scope and improving the effectiveness of existing information technology general controls for access management, segregation of duties, change management and computer operations.

• Broadening the scope and improving the effectiveness of existing ITGCs for access management, segregation of duties, change management and computer operations;

• Enhancing documentation of our IT controls for systems key to our financial reporting process;

• Providing training relating to the importance and execution of IT general controls for key systems that support financial reporting.

• Providing training relating to the importance and execution of ITGCs for key systems that support financial reporting;

• Performing an in-depth analysis of the roles and accesses within key financial reporting systems and redesigning roles and accesses to support a stronger control environment;

• Engaging internal and external resources to assist us with remediation and monitoring remediation progress.

While we believe these efforts will remediate the material weakness, the material weakness cannot be considered fully remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Management’s Report on Internal Control Over Financial Reporting

This Annual Report on Form 10-K does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by the rules of SEC for newly public companies.

Additionally, our independent registered accounting firm will not be required to opine on the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an “emerging growth company” as defined in the JOBS Act.

Changes in Internal Control over Financial Reporting

Except for the changes intended to remediate the material weaknesses described above, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

• Engaging internal and external resources to assist with remediation and monitoring remediation progress.

As a result of these efforts, our management determined that the previously identified material weakness was remediated as of December 31, 2023.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023 based on the guidelines established in the Internal Control—Integrated Framework ( 2013 ) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Our internal control over financial reporting includes policies and procedures that provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with GAAP.

Based on the results of our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2023.

Our independent registered public accounting firm, Deloitte & Touche LLP, has audited the consolidated financial statements included in this Annual Report and, as part of the audit, has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2023, which is included below.

Limitations on the Effectiveness of Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud.

A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all errors and all fraud.

A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met.

Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.

4 unchanged sentences

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

Report of Independent Registered Public Accounting Firm

To the stockholders and the Board of Directors of Life360, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Life360, Inc.

and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 29, 2024, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting .

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

San Francisco, California

February 29, 2024

Other Information.

2 unchanged sentences

Directors, Executive Officers and Corporate Governance.

The information required by this item will be contained in the Company’s definitive Proxy Statement for its 2023 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31, 2022, under the headings “Proposal 1 - Election of Directors” and “Executive Officers” and is incorporated herein by reference .

The information required by this item will be contained in the Company’s Proxy Statement for its 2024 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31, 2023 (the “2024 Proxy Statement”), under the headings “Proposal 1 — Election of Directors” and “Executive Officers” and is incorporated herein by reference .

We have adopted a code of conduct that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

3 unchanged sentences

Executive Compensation.

The information required by this item will be contained in the Company’s definitive Proxy Statement for its 2023 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31, 2022, under the heading “Executive Compensation,” and is incorporated herein by reference .

The information required by this item will be contained in the Company’s 2024 Proxy Statement, under the heading “Executive Compensation,” and is incorporated herein by reference .

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this item will be contained in the Company’s definitive Proxy Statement for its 2023 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31, 2022, under the heading “Security Ownership of Certain Beneficial Owners and Management,” and is incorporated herein by reference .

The information required by this item will be contained in the Company’s 2024 Proxy Statement, under the heading “Security Ownership of Certain Beneficial Owners and Management,” and is incorporated herein by reference .

Certain Relationships and Related Transactions, and Director Independence.

The information required by this item will be contained in the Company’s definitive Proxy Statement for its 2023 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31, 2022, under the heading “Transactions with Related Persons and Indemnification,” and is incorporated herein by reference .

The information required by this item will be contained in the Company’s 2024 Proxy Statement, under the heading “Transactions with Related Persons and Indemnification,” and is incorporated herein by reference .

Principal Accountant Fees and Services.

The information required by this item will be contained in the Company’s definitive Proxy Statement for its 2023 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31, 2022, under the heading “Principal Accountant Fees and Services,” and is incorporated herein by reference .

The information required by this item will be contained in the Company’s 2024 Proxy, under the heading - Principal Accountant Fees and Services,” and is incorporated herein by reference .

Exhibits and Financial Statement Schedules.

26 unchanged sentences

Amended and Restated Bylaws of the Company.

March 23, 2023 3.2

4.1†* Fourth Amended and Restated Investors’ Rights Agreement dated September 18, 2018, by and among Life360, Inc., the Founders, the Existing Preferred Holders and the New Investors.

10-12G/A 000-56424 July 5, 2022 4.1

Description of Capital Stock

10.1+* Form of Indemnification Agreement between Life360 and its directors and officers.

3 unchanged sentences

Form of Amended and Restated 2011 Stock Plan Restricted Stock Unit Agreement.

10-12G/A 000-56424 July 5, 2022 10.3

Form of Amended and Restated 2011 Stock Plan Stock Option Agreement.

10-12G/A 000-56424 July 5, 2022 10.4

10.5+* Life360 Compensation Plan for Board Directors and Company Leadership.

19 unchanged sentences

Amendment No.

1 to Data Services and License Agreement, effective as of May , 2022, by and between Life360, Inc.

1 to Data Services and License Agreement, effective as of June 8, 2022, by and between Life360, Inc.

and Placer Labs Inc.

10-12G/A 000-56424 July 5, 2022 10.14

10.13†§* Warranty Program Agreement, dated June 26, 2020, by and between Cover Genius Warranty Services, LLC and Tile, Inc.

19 unchanged sentences

10-12G/A 000-56424 July 5, 2022 10.33

Fourth Amendment to Lease for 1900 S.

Norfolk Street, Suite 310, San Mateo, California, dated May 4, 2023, by and between 1900 Atrium Associates, L.P.

and Life360, Inc.

000-56424 August 14, 2023

10.21†* Sublease Agreement for 30 North LaSalle Street, Chicago, Illinois, dated as of March 9, 2019, by and between Bin Insurance Holdings, LLC and Jio, Inc.

9 unchanged sentences

10-12G/A 000-56424 July 5, 2022 10.37

Separation Agreement and Consulting Agreement between Life360, Inc.

and CJ Prober

August 14, 2023

Form of Non-Executive Director Appointment Letter

Letter from BDO USA, LLP, dated April 7, 2023

April 10, 2023

List of Subsidiaries of the Company

10-12G/A 000-56424 July 5, 2022 21.1

23.1 Consent of BDO USA, LLP, an Independent Registered Public Accounting Firm.

23.1 Consent of Deloitte and Touche LLP, an Independent Registered Public Accounting Firm.

Consent of BDO USA, P.C., an Independent Registered Public Accounting Firm

24.1 Power of Attorney (included on the signature page to this report).

21 unchanged sentences

LIFE360, INC.

March 23, 2023

February 29, 2024 By:

/s/ Chris Hulls

1 unchanged sentence

(Principal Executive Officer)

March 23, 2023

February 29, 2024 By:

/s/ Russell Burke

7 unchanged sentences

/s/ Chris Hulls Chief Executive Officer and Director

(Principal Executive Officer) March 23, 2023

(Principal Executive Officer) February 29, 2024

/s/ Russell Burke Chief Financial Officer

(Principal Financial and Accounting Officer) March 23, 2023

(Principal Financial and Accounting Officer) February 29, 2024

Russell Burke

/s/ Charles (CJ) Prober President and Director March 23, 2023

/s/ Charles (CJ) Prober Director

February 29, 2024

Charles (CJ) Prober

/s/ John Philip Coghlan Chair of the Board of Directors March 23, 2023

/s/ John Philip Coghlan Chair of the Board of Directors February 29, 2024

John Philip Coghlan

/s/ Mark Goines Director March 23, 2023

/s/ Alex Haro Director March 23, 2023

/s/ Brit Morin Director March 23, 2023

/s/ James Synge Director March 23, 2023

/s/ David Wiadrowski Director March 23, 2023

/s/ Mark Goines Director February 29, 2024

/s/ Alex Haro Director February 29, 2024

/s/ Brit Morin Director February 29, 2024

/s/ James Synge Director February 29, 2024

/s/ David Wiadrowski Director February 29, 2024

David Wiadrowski

/s/ Randi Zuckerberg Director March 23, 2023

/s/ Randi Zuckerberg Director February 29, 2024

Randi Zuckerberg

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures