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The Life360 mobile application operates under a “freemium” model where its core offering is available to members at no charge, with additional membership subscription options that are available but not required.
−Removed: In addition to the Life360 mobile application, we also offer hardware tracking devices through the sale of Tile, Inc.
−Removed: (“Tile”) and Jio, Inc.
−Removed: (“Jiobit”) products to keep members close to the people, pets and things they care about most.
+Added: In addition to the Life360 mobile application, we also offer hardware tracking devices through the sale of Tile by Life360, Inc.
+Added: devices (“Tile”) and Life360 Pet GPS devices to keep members close to the people, pets and things they care about most.
Our suite of product and service offerings, including the Life360 and Tile mobile applications, and related third-party services, is system and platform-agnostic, allowing our products and services to work seamlessly for our members, regardless of the different devices they use.
−Removed: As of December 31, 2024, we had approximately 79.6 million Monthly Active Users (“MAUs”), and 2.3 million global Paying Circles on the Life360 Platform, as described below, representing a year-over-year increase of 30% and 25%, respectively.
+Added: As of December 31, 2025, we had approximately 95.8 million Monthly Active Users (“MAU”), and 2.8 million global Paying Circles on the Life360 Platform, as described below, representing a year-over-year increase of 20% and 26%, respectively.
We define a Paying Circle as a group of Life360 members with a paying subscription who have been billed as of the end of period.
−Removed: Our revenue is primarily generated from the sale of subscriptions and hardware tracking devices used to access our services across our two major brands, Life360 and Tile.
−Removed: In addition, a portion of our revenue for the years ended December 31, 2024, 2023, and 2022 was generated indirectly from the sale of aggregated data (non-personally identifiable information) for the purposes of data insights from our member base to our partners and from the sale of third-party products and services, including through the placement of ads within our platform.
+Added: Our revenue is generated from the sale of subscriptions, hardware tracking devices used to access our services, and from partnerships, including through the placement of ads within our platform, and the sale of aggregated, non-personally identifiable data for data insight purposes.
For the years ended December 31, 2025, 2024, and 2023, we generated:
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◦ Other revenue of $68.4 million, $36.0 million, and $25.5 million, respectively;
−Removed: • Net loss of $4.6 million, $28.2 million, and $91.6 million, respectively.
+Added: • Net income of $150.8 million in 2025, and net loss of $4.6 million, and $28.2 million in 2024 and 2023, respectively.
Life360 Platform
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Hardware Products
−Removed: Our hardware products under the Tile brand seamlessly integrate with the Life360 Platform.
−Removed: The Tile Bluetooth ® network leverages the installed base of Life360 members to scan for locations of devices, generating even higher confidence that we can locate lost devices of Tile customers.
−Removed: Tile devices are sold through online and brick and mortar retail channels as well as directly via Tile.com, and are available, in various shapes, sizes, and price points for different use cases.
+Added: Our hardware products, which include Tile branded bluetooth and Life360 Pet GPS devices, seamlessly integrate with the Life360 Platform.
+Added: The Tile Bluetooth ® network leverages the installed base of Life360 members to scan for locations of devices, while our Life360 Pet GPS devices leverage GPS and cellular networks, generating even higher confidence that we can locate lost devices and pets of our customers.
+Added: Our hardware products are sold through online and brick and mortar retail channels as well as directly on our website and are available, in various shapes, sizes, and price points for different use cases.
The Tile mobile application offers a free service as well as two paid subscription options:
Premium and Premium Protect, which offer additional services such as warranties and item reimbursement.
−Removed: The Jiobit product line offers wearable location devices for young children, pets, and seniors.
−Removed: Customers purchase a Global Positioning System (“GPS”) enabled device and a monthly subscription to access location tracking services.
+Added: The Life360 Pet GPS requires a Gold or Platinum Life360 subscription and offers additional location tracking services.
Our Technology Platform
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This integration allows members and Paying Circles to keep track of their things and connect with each other through the Life360 Platform.
−Removed: Through our strategic partnership with Hubble, we expect to expand our location tracking capabilities.
+Added: Through our strategic partnership with Hubble Network Inc., (“Hubble”), and subject to successful development and integration, we may expand our location tracking capabilities.
We utilize third-party services for our backend platform and infrastructure to connect to our apps and the hardware devices running them.
Using these services grants us access to a highly distributed, scalable, reliable, and secure architecture for global delivery of our mission critical services with potential to extend features and functionality—from dispatching tow trucks for roadside assistance to connecting calls for 24/7 SOS help.
−Removed: Our competitors include both large competitors with various product and service offerings and smaller competitors, including (i) direct competitors with location sharing products focused on family safety, (ii) competitors providing location sharing platforms that are not focused on family safety, (iii) competitors in the item tracking technology market and (iv) competitors that have, or may in the future have, overlapping offerings (for example, companies in industries related to roadside assistance and crash detection, identity theft protection, phone insurance and travel, and disaster and medical assistance).
+Added: Our competitors include both large competitors with various product and service offerings and smaller competitors, including (i) direct competitors with location sharing products focused on family safety, (ii) competitors providing location sharing platforms that are not focused on family safety, (iii) competitors in the item tracking technology market, (iv) competitors in the pet tracking technology market, and (v) competitors that have, or may in the future have, overlapping offerings (for example, companies in industries related to roadside assistance and crash detection, identity theft protection, phone insurance and travel, and disaster and medical assistance).
While our industry is becoming increasingly competitive, we believe that we will continue to compete successfully due to our leading market position, superior value proposition, brand recognition, ability to leverage our member base, our comprehensive suite of offerings, and economies of scale.
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This is always done in support of the other person’s development, and we are intentionally inclusive and always respectful.
−Removed: • Members Over Metrics.
+Added: • Members Before Metrics.
We value metrics and use them to influence strategy and measure results, but at our core we always focus on building an exceptional experience for families.
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We are in a fast moving and competitive environment and we have a team that is in it to win it.
−Removed: As of December 31, 2024, we had approximately 455 full-time employees and approximately 114 contractors, all of whom have the flexibility to work remotely or out of our San Mateo, California and Vancouver, Canada offices.
+Added: As of December 31, 2025, we had approximately 547 full-time employees and approximately 95 contractors, all of whom work remotely but have the option to work out of our San Mateo, California office, or at other flexible workspaces.
Life360 aims to provide a work environment in which all of our people can excel regardless of race, religion, age, disability, gender identity, sexual orientation, or marital status.
We believe that diversity contributes to our business success, and benefits all of our stakeholders.
−Removed: As of December 31, 2024, our company wide employees were approximately 63% male, 35% female, and 2% not disclosed or other.
−Removed: employees were approximately 53% White, 32% Asian, 7% Hispanic or Latino, 4% African-American, and 4% of two or more races.
We are committed to creating an inclusive and equitable work environment for all employees.
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We do this through both cohort learning as well as personalized learning via the LinkedIn Learning ® platform throughout the year.
−Removed: Environmental, Social and Corporate Governance
−Removed: We support our core mission of simplifying safety for families through ESG initiatives based on the following key areas:
−Removed: environment, community and governance.
−Removed: We recognize that climate change will have an increasingly significant impact on all aspects of society.
−Removed: We are committed to quantifying the environmental footprint of our business operations by measuring the following emissions:
−Removed: direct greenhouse gas emissions that occur from sources that are controlled or owned by us (“Scope 1 Emissions”), indirect greenhouse gas emissions associated with the purchase of electricity, steam, heat or cooling (“Scope 2 Emissions”) and results of activities from assets not owned or controlled by us, but that indirectly impact our value chain (“Scope 3 Emissions”).
−Removed: By quantifying our impact, we will be able to implement an emission reduction plan that targets the greatest contributors to our carbon footprint.
−Removed: We aim to simplify safety so families can live fully.
−Removed: Our products and services seek to deliver peace of mind and safety in the online and physical worlds.
−Removed: Additionally, we engage in community outreach by supporting and matching employee contributions to four non-profit organizations committed to supporting families:
−Removed: One Tail at a Time, Ronald McDonald House Charities, The Ocean Cleanup, and Chester Children’s Chorus.
−Removed: We are committed to robust governance frameworks and responsible business practices to foster the financial sustainability of the Company for all stakeholders including shareholders, employees, customers and suppliers.
−Removed: We have established a disciplined process to identify, assess and analyze risk, and promote appropriate risk monitoring and reporting.
+Added: Responsible Business Practices and Corporate Governance
+Added: Life360's approach to responsible business practices and good corporate governance reflects our founding mission and continues to shape how we operate as a public company.
+Added: Our co-founder and Executive Chairman Chris Hulls created Life360 in response to Hurricane Katrina, envisioning technology that could keep families connected and safe during emergencies.
+Added: That origin in an environmental crisis informs our commitment to impact, resilience, and responsibility across our business today.
+Added: Our responsible business practices strategy is structured around the three pillars of environmental, social, and governance, and is informed by our materiality assessment conducted with employees, leadership, and investors to identify priorities most relevant to our long-term value creation and that may be material to our business, financial condition, and results of operations.
+Added: Environmental
+Added: We are committed to measuring, disclosing, and reducing our environmental footprint.
+Added: We quantify our carbon impact across Scope 1 emissions (direct emissions from controlled sources), Scope 2 emissions (indirect emissions from purchased energy), and Scope 3 emissions (value chain impacts including our supply chain and product lifecycle), where data is available and based on reasonable estimates.
+Added: While we partner with third parties for hardware manufacturing, we prioritize durable product design and responsible vendor practices.
+Added: We participate in leading disclosure frameworks including the S&P Global Corporate Sustainability Assessment (“CSA”) and CDP, formerly known as the Carbon Disclosure Project, to ensure transparency and alignment with investor expectations on environmental performance.
+Added: Our social mission centers on safety, privacy, and empowerment across our member base, workforce, and communities.
+Added: Through real-time location technology, emergency response features, and data protection practices, we serve millions of families seeking connection and peace of mind.
+Added: We maintain a corporate culture of respect and belonging, with legal recruiting practices, compensation practices, and career advancement pathways for all employees.
+Added: We provide safe, flexible, and supportive workplaces that are free from all forms of modern slavery.
+Added: We support employee philanthropic engagement through matching contributions to nonprofit organizations focused on family well-being and community support, and collaborate with partners to amplify safety and privacy in the communities we serve.
+Added: We maintain governance frameworks designed to foster trust, transparency, and ethical decision-making across all stakeholder relationships.
+Added: Our approach includes disciplined risk identification, assessment, and monitoring processes;
+Added: business code of conduct training;
+Added: and transparent disclosure practices.
+Added: An internal cross-functional team oversees responsible business practices and corporate governance benchmarking, education, and advancement of responsible business practices aligned with global standards and stakeholder expectations.
+Added: We have begun incorporating elements of the Sustainability Accounting Standards Board (“SASB”) framework to guide reporting of financially material topics and review our materiality assessment annually to ensure continued relevance as our business and the broader responsible business practices landscape evolve.
+Added: Additional Information
+Added: The responsible business practices and corporate governance initiatives and goals described above reflect our current priorities and expectations and do not constitute guarantees, contractual commitments, or assurances of future performance.
+Added: Additional information about our responsible business practices and corporate governance approach, including our published SASB report and detailed disclosures, is available at investors.life360.com/impact/overview.
+Added: Information contained on, or accessible through, our website is not incorporated by reference into this Form 10-K and should not be considered part of this filing.
Research and Development
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Manufacturing, Logistics and Fulfillment
−Removed: We outsource the manufacturing of our Tile and Jiobit products to our contract manufacturer, Jabil, located in Asia.
−Removed: Jabil has been designated the sole contract manufacturer for Tile and primary manufacturer for Jiobit since the inception of both companies.
−Removed: Jiobit utilizes additional contract manufacturers for additional accessory production.
−Removed: To continue to provide our members with quality technology, our supply chain teams in the United States and Asia coordinate the relationships between our contract manufacturers and suppliers.
+Added: We outsource the manufacturing of our hardware products to our contract manufacturer, Jabil, located in Asia.
+Added: Jabil has been designated the sole contract manufacturer of our hardware products.
+Added: To continue to provide our members with quality technology, our supply chain teams in the U.S.
+Added: and Asia coordinate the relationships between our contract manufacturers and suppliers.
In order to mitigate risks associated with a single supply source, and to ensure we can scale our manufacturing base as we continue to expand, we routinely evaluate new partners, manufacturers, and suppliers.
−Removed: In October 2024, the Company entered into a new manufacturing agreement with Jabil for an initial term of three years that will automatically renew for additional one-year periods, unless terminated or advance written notice not to renew is given.
+Added: In October 2024, we entered into a new manufacturing agreement with Jabil for an initial term of three years that will automatically renew for additional one-year periods, unless terminated or advance written notice not to renew is given.
Under our agreement with Jabil, Jabil manufactures our products using design specifications, quality assurance programs, and standards that we establish.
−Removed: We additionally grant Jabil a non-exclusive, royalty-free, non-transferable right and license to use certain Life360, Tile, and Jiobit intellectual property as it relates to Jabil’s obligations under the agreement.
+Added: We additionally grant Jabil a non-exclusive, royalty-free, non-transferable right and license to use certain Life360 and Tile intellectual property as it relates to Jabil’s obligations under the agreement.
We pay for and own the majority of tooling and other equipment specifically required to manufacture our products.
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Intellectual property is an integral aspect of our business, and we seek protection for our intellectual property and technological innovations as appropriate.
−Removed: We rely upon a combination of federal, state, and common-law rights in the United States and the rights under the laws of other countries, patents, trademarks, copyrights, domain name, trade secrets, including know-how, license agreements, confidentiality procedures, nondisclosure agreements with third parties, employee confidentiality, and proprietary rights agreements, and other contractual rights, to establish and protect our proprietary rights.
+Added: We rely upon a combination of federal, state, and common-law rights in the U.S.
+Added: and the rights under the laws of other countries, patents, trademarks, copyrights, domain name, trade secrets, including know-how, license agreements, confidentiality procedures, nondisclosure agreements with third parties, employee confidentiality, and proprietary rights agreements, and other contractual rights, to establish and protect our proprietary rights.
We have developed and acquired patent assets to protect our proprietary technology.
Individual patents have terms for varying periods depending on the date of filing of the patent application or the date of patent issuance and the legal term of patents in the countries in which they are obtained.
−Removed: Generally, utility patents issued for applications filed in the United States, and in many foreign countries, are granted a term of 20 years from the earliest effective filing date of a non-provisional patent application (14 or 15 years from the date of grant for U.S.
+Added: Generally, utility patents issued for applications filed in the U.S., and in many foreign countries, are granted a term of 20 years from the earliest effective filing date of a non-provisional patent application (14 or 15 years from the date of grant for U.S.
design patents) provided their registrations are properly maintained.
We continually review our development efforts to assess the existence and patentability of new intellectual property.
−Removed: We also pursue the registration of certain of our domain names and trademarks and service marks in the United States and in certain locations outside the United States.
+Added: We also pursue the registration of certain of our domain names and trademarks and service marks in the U.S.
+Added: and in certain locations outside the U.S.
Notwithstanding these efforts, there can be no assurance that we will adequately protect our intellectual property or that it will provide any competitive advantage.
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In the U.S., we own trademark registrations for our “Life360”, “Jiobit”, and “Tile” brands.
−Removed: We also own applications and registrations for “Tile”, “Tile-formative” and other trademarks in certain foreign jurisdictions.
+Added: We also own applications and registrations for “Life360,” “Tile,” “Tile-formative,” and other trademarks in certain foreign jurisdictions.
Trademark registrations can generally be renewed as long as the marks are in use.
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Risk Factors — Risks Related to Our Technology and Intellectual Property.”
−Removed: Life360 subscriptions in the United States have historically experienced member and subscription growth seasonality in the third quarter of each calendar year, which includes the return to school for many of our members.
−Removed: Hardware sales have historically experienced comparatively higher seasonal growth in the fourth quarter of each calendar year, which includes the important selling periods in November (Black Friday and Cyber Monday) and December (Christmas and Hanukkah) in large part due to seasonal holiday demand.
+Added: Life360 subscriptions in the U.S.
+Added: have historically experienced member and subscription growth seasonality in the third quarter of each calendar year, which includes the return to school for many of our members.
+Added: Hardware sales have historically experienced comparatively higher seasonal growth in the fourth quarter of each calendar year, which includes the important selling periods in November and December largely driven by holiday demand.
Government Regulation
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Any failure on our part to comply with these laws and regulations may subject us to significant liabilities or penalties, or otherwise adversely affect our business, financial condition or operating results.
−Removed: Further, it is possible that certain governments may seek to block or limit our products or otherwise impose other restrictions that may affect the accessibility or usability of any or all our products for an extended period of time or indefinitely.
+Added: Further, it is possible that certain governments may seek to block or limit our products or services or otherwise impose other restrictions that may affect the accessibility or usability of any or all our products or services for an extended period of time or indefinitely.
For additional information, see the section entitled “Item 1A.
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Accordingly, we are or may become subject to numerous data privacy and security obligations, including federal, state, local, and foreign laws, regulations, guidance, and industry standards related to data privacy and security.
−Removed: Such obligations may include, without limitation, the Federal Trade Commission Act, the Telephone Consumer Protection Act of 1991 (“TCPA”), the Children’s Online Privacy Protection Act of 1998 (“COPPA”), the Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003 (“CAN-SPAM”), the California Consumer Privacy Act of 2018 (“CCPA”) and other state privacy laws, the European Union’s General Data Protection Regulation 2016/679 (“EU GDPR”), the EU GDPR as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 and the Data Protection Act 2018 (collectively the “UK GDPR”, with the EU GDPR and UK GDPR together referred to as the “GDPR”), the EU Digital Services Act (“DSA”), the UK Online Safety Act, the Age Appropriate Design Code enacted by the UK Information Commissioner’s Office, the Privacy and Electronic Communications Directive 2002/58/EC on Privacy and Electronic Communications (the “ePrivacy Directive”), and the Payment Card Industry Data Security Standard (“PCI DSS”).
−Removed: Several states within the United States have enacted or proposed data privacy laws.
+Added: Such obligations may include, without limitation, the Federal Trade Commission Act, the Telephone Consumer Protection Act of 1991 (“TCPA”), the Children’s Online Privacy Protection Act of 1998 (“COPPA”), the Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003 (“CAN-SPAM”), the California Consumer Privacy Act of 2018 (“CCPA”) and other state privacy laws, the European Union’s General Data Protection Regulation 2016/679 (“EU GDPR”), the EU GDPR as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 and the Data Protection Act 2018 (collectively the “UK GDPR”, with the EU GDPR and UK GDPR together referred to as the “GDPR”), the EU Digital Services Act (“DSA”), the UK Online Safety Act, the Age Appropriate Design Code enacted by the UK Information Commissioner’s Office, the Privacy and Electronic Communications Directive 2002/58/EC on Privacy and Electronic Communications (the “ePrivacy Directive”), the EU Data Act (Regulation (EU) 2023/2854) (“EU Data Act”), and the Payment Card Industry Data Security Standard (“PCI DSS”).
+Added: Several states within the U.S.
+Added: have enacted or proposed data privacy laws, including laws that govern the use of precise geolocation data.
Additionally, we are or may become subject to various U.S.
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Generally, these and similar laws obligate covered businesses to provide specific disclosures in privacy notices and afford relevant individuals with certain rights concerning their personal data.
−Removed: As applicable, such rights may include the right to access, correct, or delete certain personal data, and to opt-out of certain personal data processing activities, such as targeted advertising, profiling, or automated decision-making.
+Added: As applicable, such rights may include the right to access, correct, or delete certain personal data or device data, and to opt-out of certain personal data processing activities, such as targeted advertising, profiling, or automated decision-making.
The exercise of these rights may impact our business and ability to provide our products and services.
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The UK Online Safety Act came into force in 2024, with the majority of the substantive provisions taking effect in 2025.
−Removed: The DSA and the UK Online Safety Act may increase our compliance costs, require changes to our user interfaces, processes, operations, and business practices which may adversely affect our ability to attract, retain and provide our services to members, increase our liability for content hosted, and may otherwise adversely affect our business, operations and financial condition.If the rules, doctrines or currently available defenses change, if international jurisdictions refuse to apply similar protections that are currently available in the United States, or the European Union or a court were to disagree with our application of those rules to our service, we could be required to expend significant resources to try to comply with the new rules or incur liability, and our business, financial condition and results of operations could be harmed.
−Removed: For additional information about the laws and regulations to which we are or may become subject and about the risks to our business associated with such laws and regulations, see the section entitled “Risk Factors—Risks Related to Privacy and Cybersecurity.”
+Added: The DSA and the UK Online Safety Act may increase our compliance costs, require changes to our user interfaces, processes, operations, and business practices which may adversely affect our ability to attract, retain and provide our services to members, increase our liability for content hosted, and may otherwise adversely affect our business, operations, and financial condition.
+Added: If the rules, doctrines or currently available defenses change, if international jurisdictions refuse to apply similar protections that are currently available in the U.S.
+Added: or the European Union or a court were to disagree with our application of those rules to our service, we could be required to expend significant resources to try to comply with the new rules or incur liability, and our business, financial condition, and results of operations could be harmed.
+Added: Certain foreign jurisdictions have enacted or proposed laws restricting minors’ access to social media platforms.
+Added: For example, Australia has enacted legislation restricting access to social media platforms by minors.
+Added: We do not believe our platform constitutes a “social media platform” as defined under such legislation and therefore do not believe these restrictions apply to our products and services.
+Added: However, regulator interpretations are evolving, and if we were determined to be subject to such laws, we could be required to limit access to our services for certain users, implement additional compliance measures, or modify product features, which could adversely affect user growth and engagement globally, and harm our business, financial condition, and results of operations.
+Added: For additional information about the laws and regulations to which we are or may become subject and about the risks to our business associated with such laws and regulations, see the section entitled “Item 1A.
+Added: Risk Factors — Risks Related to Privacy and Cybersecurity .
Available Information
Our website address is www.life360.com.
−Removed: We make available on our website, free of charge, our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (“SEC”).
+Added: We make available on our website, free of charge, our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (“SEC”).
The SEC maintains a website that contains reports, proxy and information statements, and other information regarding our filings at www.sec.gov.
The ASX maintains a website that contains documents required under Australian securities laws and other information regarding our filings at www.asx.com.au.
−Removed: Additionally, the Company routinely posts additional important information, including press releases, on its website and recognizes its website as a channel of distribution to reach public investors and as a means of disclosing material non-public information for complying with disclosure obligations under Regulation FD.
+Added: Additionally, we routinely post additional important information, including press releases, on our website and recognize our website as a channel of distribution to reach public investors and as a means of disclosing material non-public information for complying with disclosure obligations under Regulation FD.
Accordingly, investors should monitor our website in addition to our SEC filings, ASX filings, and public webcasts.
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Jurisdiction of Incorporation
−Removed: The Company is incorporated in the State of Delaware, United States of America, and is a registered foreign entity in Australia.
−Removed: As a foreign Company registered in Australia, the Company is subject to different reporting and regulatory regimes than Australian companies.
−Removed: As a foreign Company registered in Australia, the Company is not subject to Chapters 6, 6A, 6B and 6C of the Corporations Act 2001 (Cth) of Australia (“Corporations Act”) dealing with the acquisition of shares (including substantial shareholdings and takeovers).
+Added: We are incorporated in the State of Delaware, United States of America, and are a registered foreign entity in Australia.
+Added: As a foreign Company registered in Australia, we are subject to different reporting and regulatory regimes than Australian companies.
+Added: As a foreign Company registered in Australia, we are not subject to Chapters 6, 6A, 6B and 6C of the Corporations Act 2001 (Cth) of Australia (“Corporations Act”) dealing with the acquisition of shares (including substantial shareholdings and takeovers).
Delaware Law, Certificate of Incorporation and Bylaws
Under the provisions of Delaware General Corporation Law (“DGCL”), shares are freely transferable and subject to restrictions imposed by the U.S.
−Removed: federal or state securities laws, by the Company’s certificate of incorporation, as amended (“Certificate of Incorporation”) or bylaws (“Bylaws”), or by an agreement signed with the holders of the shares at issuance.
−Removed: The Company’s Certificate of Incorporation and Bylaws do not impose any specific restrictions on transfer.
−Removed: However, provisions of the DGCL, the Company’s Certificate of Incorporation and the Company’s Bylaws could make it more difficult to acquire the Company by means of a tender offer (takeover), a proxy contest or otherwise, or to remove incumbent officers and Directors of the Company.
+Added: federal or state securities laws, by our certificate of incorporation, as amended (“Certificate of Incorporation”) or bylaws (“Bylaws”), or by an agreement signed with the holders of the shares at issuance.
+Added: Our Certificate of Incorporation and Bylaws do not impose any specific restrictions on transfer.
+Added: However, provisions of the DGCL, our Certificate of Incorporation and our Bylaws could make it more difficult to acquire the us by means of a tender offer (takeover), a proxy contest or otherwise, or to remove incumbent officers and directors of the Company.
These provisions could discourage certain types of coercive takeover practices and takeover bids that the Board may consider inadequate and encourage persons seeking to acquire control of the Company to first negotiate with the Board.
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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.