UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 20, 2020

 

Purple Innovation, Inc.

(Exact Name of Registrant as Specified in its Charter)

  

Delaware   001-37523   47-4078206
(State of Incorporation)   (Commission File Number)  

(IRS Employer

Identification No.)

 

123 East 200 North    
Alpine, Utah   84004
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (801) 756-2600

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share   PRPL   The NASDAQ Stock Market LLC
Warrants to purchase one-half of one share of Class A Common Stock   PRPLW   The NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).

 

Emerging growth company 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

ITEM 8.01 OTHER EVENTS.

 

On August 20, 2020, Purple Innovation, Inc., a Delaware corporation (the “Company”), issued 16,750,450 shares of Class A common stock of the Company to InnoHold, LLC (“InnoHold”) upon InnoHold’s exchange of 16,750,450 shares of Class B common stock of the Company and an equal number of Class B common units of Purple Innovation, LLC (“Purple LLC”). The shares of Class B common stock of the Company and Class B common units of Purple LLC exchanged by InnoHold represent all of such securities held by InnoHold prior to the exchange. The exchange was made pursuant to that certain Exchange Agreement dated February 2, 2018 between the Company, Purple LLC, and InnoHold, which was filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 8, 2018.

 

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SIGNATURE

 

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.

 

Dated: August 20, 2020 PURPLE INNOVATION, INC.
   
  By: /s/ Craig L. Phillips
    Craig L. Phillips
    Chief Financial Officer

 

 

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