Limeade, Inc. ARBN 637 017 602 PROSPECTUS Initial Public Offering Joint Lead Managers and Underwriters Australian Legal Advisor US Legal Advisor ii LIMEADE / IMPORTANT NOTICES Offer of CDIs considered in light of your personal contained in Regulation S of the in United States dollars and The Offer contained in this circumstances. US Securities Act for offers which rounded to the nearest thousand Prospectus is an invitation to Except as required by law, and are made outside of the United unless otherwise stated. Some acquire CHESS Depositary Interests only to the extent required, no States to persons that are not, numerical figures included in this (CDIs) over shares of common person named in this Prospectus, and are not acting for the account Prospectus have been subject stock (Shares) in Limeade, nor any other person, warrants or benefit of, US Persons. As a to rounding adjustments. Any Inc. a Washington corporation or guarantees the performance result of relying on the Regulation discrepancies between totals and (ARBN 637 017 602) (Company of Limeade, the repayment of S exclusion, the CDIs which are sums of components in tables or Limeade) (the Offer). This capital by Limeade or any return on issued under Regulation S and the contained in this Prospectus are Prospectus is issued by Limeade investment in CDIs made pursuant Offer will be “restricted securities” due to rounding. An exchange rate and Limeade Holdings, Inc. (SaleCo), to this Prospectus. under Rule 144 of the US Securities of AUD1:USD0.68 has been used a Washington corporation, for Act. This means that investors in throughout this Prospectus except No person is authorised to give the Offer will not be able to sell where expressly noted otherwise. the purposes of Chapter 6D of any information or to make any the Corporations Act 2001 (Cth) the CDIs issued to them under Forward looking statements representation in connection with the Offer into the United States or (Corporations Act). Refer to Section the Offer which is not contained in This Prospectus may contain 7 for further information. to a US Person for a Distribution this Prospectus. Any information Compliance Period of 12 months forward-looking statements Lodgement and Listing or representation not so contained from the date of issue of the CDIs concerning Limeade’s business, This Prospectus is dated may not be relied on as having under the Offer, unless the resale operations, financial performance 2 December 2019 (Prospectus been authorised by Limeade, of the CDIs is registered under the and condition as well as Date) and a copy of this SaleCo, the Joint Lead Managers US Securities Act or an exemption Limeade’s plans, objectives and Prospectus was lodged with or any other person in connection is available (including resales to expectations for its business, the Australian Securities and with the Offer. You should rely only Qualified Institutional Buyers (QIBs) operations, financial performance Investments Commission (ASIC) on on information in this Prospectus. under Rule 144A). The Distribution and condition. Any statements contained in this Prospectus that that date. No offer where offer would be Compliance Period may be are not of historical facts may be Limeade will apply to the Australian illegal extended. Please refer to Section 7.6 for further information. deemed to be forward-looking Securities Exchange (ASX) within This Prospectus does not statements. You can identify these seven days after the Prospectus constitute an offer or invitation to To enforce the above transfer statements by words such as “aim”, Date for admission of the Company apply for CDIs in any place in which, restrictions, Limeade has requested “anticipate”, “assume”, “believe”, to the Official List of ASX and or to any person to whom, it would that all CDIs issued under the “could”, “due”, “estimate”, “expect”, quotation of its CDIs on ASX. None not be lawful to make such an offer Offer, or any Shares into which the “goal”, “intend”, “may”, “objective”, of ASIC, ASX or their respective or invitation. No action has been CDIs have been converted prior to “plan”, “predict”, “potential”, officers take any responsibility for taken to register or qualify the CDIs the end of the restriction period, “positioned”, “should”, “target”, the contents of this Prospectus or or the Offer or to otherwise permit contain a legend to the effect that “will”, “would” and other similar for the merits of the investment to a public offering of the CDIs, in any transfer is prohibited except in expressions that are predictions of which this Prospectus relates. jurisdiction outside Australia. accordance with Regulation S of or indicate future events and future As set out in Section 7, it is The Offer is not being extended the US Securities Act, or pursuant trends. expected that the CDIs will be to any investor outside Australia, to an available exemption from registration (including resales to The Forecast Financial Information quoted on ASX. Limeade, SaleCo, other than to certain institutional included in Section 4 is an example the Registry, and the Joint Lead and sophisticated investors as QIBs under Rule 144A) and that hedging transactions involving the of forward-looking statements. Managers disclaim all liability, part of the institutional offer in These forward-looking statements whether in negligence or otherwise, certain jurisdictions as described in CDIs, or any Shares into which CDIs may be converted, may not be speak only as at the Prospectus to persons who trade CDIs before Section 7. The distribution of this Date. Unless required by law, receiving their holding statements. Prospectus (including in electronic conducted unless in compliance with the US Securities Act. Limeade does not intend to publicly Expiry Date form) outside Australia may be update or revise any forward- restricted by law, and persons In addition, Limeade has requested This Prospectus expires on the looking statements to reflect new who come into possession of that all CDIs issued under the Offer date which is 13 months after the information or future events or this Prospectus outside Australia bear a designation on ASX that Prospectus Date (Expiry Date). otherwise. You should, however, should seek advice on and observe prevents any CDIs from being sold No CDIs will be issued on the basis review the factors and risks any such restrictions. Any failure to on the ASX to, or to the account or of this Prospectus after the Expiry Limeade describes in the reports to comply with such restrictions may benefit of, US Persons (that are not Date. be filed from time to time with ASX constitute a violation of applicable QIBs). However, assuming a liquid after the Prospectus Date. Note to applicants securities laws. market develops and is maintained, These forward-looking statements The information contained in this investors will still be able to freely Notice to United States are not guarantees of future Prospectus is not financial product transfer their CDIs on ASX to any residents performance or development and advice and does not take into person other than a US Person The CDIs being offered pursuant involve known and unknown risks, account your investment objectives, who is not a QIB. Please refer to to this Prospectus have not been uncertainties and other factors, financial situation or particular Section 7.6 for further information registered under the United States many of which are in some cases needs. This Prospectus should not on the “FOR US” restrictions which Securities Act of 1933, as amended beyond Limeade’s control. As be construed as financial, taxation, will be placed on Limeade’s CDIs. (US Securities Act) or any US state a result, any or all of Limeade’s legal or other advice. Neither Finally, all investors subscribing securities laws and may not be forward-looking statements in this Limeade nor SaleCo is licensed to for CDIs under the Offer will offered or sold in the United States Prospectus may turn out to be provide financial product advice in be required to make certain absent registration or an applicable inaccurate. Factors that may cause respect of Limeade’s securities or representations and warranties exemption from registration such differences or make such any other financial products. regarding their non-US status in under the US Securities Act and their Application for CDIs under the statements inaccurate include, but It is important that you read applicable state securities laws. This Offer. Please refer to Section 7.6 are not limited to, the risk factors this Prospectus carefully and in Prospectus does not constitute an for further information. described in Section 5. Potential full before deciding whether to offer to sell, or the solicitation of investors and other readers are invest in Limeade. In particular, an offer to buy, nor shall there be Financial information and urged to consider these factors you should consider the any sale of the CDIs or distribution amounts carefully in evaluating the forward- assumptions underlying the of this Prospectus or other offering Section 4 of this Prospectus looking statements set out in this Financial Information (as defined material or advertisement in sets out in detail the Financial Prospectus and are cautioned not in section 4.1) and the risk factors connection with the Offer in any Information referred to in this to place undue reliance on such (refer to Section 5) that could affect state or other jurisdiction in which Prospectus and the basis of forward-looking statements. the business, financial condition such offer, solicitation, distribution preparation of that information. Past performance. and financial performance of or sale would be unlawful under The Financial Information included This Prospectus includes Limeade. applicable law, including the US in Section 4 has been prepared information regarding the past Securities Act and applicable state You should carefully consider and presented in accordance with performance of Limeade.