8-K
Purple Innovation, Inc. (PRPL)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported): October 18, 2022
PurpleInnovation, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37523 | 47-4078206 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
| 4100 North Chapel Ridge Rd., Suite 200, Lehi, UT | 84043 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(801) 756-2600
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications 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-commencement 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 |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).
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 5.02 Departure of Directors or Certain Officers; Election ofDirectors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Chief Marketing Officer
On October 16, 2022, Patrice Varni, Chief Marketing Officer of Purple Innovation, Inc. (the “Company”), and the Company determined that Varni’s last day of employment as the Chief Marketing Officer was October 17, 2022. The Company presented Varni with a separation agreement with customary severance benefits and general release which she has 21 days to accept, if at all.
Item 7.01 REGULATION FD
DISCLOSURE.
Appointment of Chief Marketing Officer
On October 15, 2022, Keira Krausz signed an offer letter to become the Chief Marketing Officer of the Company, effective November 1, 2022.
Prior to joining the Company, Krausz served as the Chief Marketing Officer of HealthPlanOne from 2020 to present. Krausz was the President of Tivity Health, Nutrition Business Unit from 2019 to 2020, Executive Vice President and Chief Marketing Officer of Nutrisystem, Inc. from 2013 to 2019, an independent consultant for new business development from 2012 to 2013, and Vice President of Marketing, QSP of Time Inc. from 2004 to 2012. Krausz did her undergraduate work at Cornell University and has an MBA from The Tuck School of Business at Dartmouth College.
The Company agreed to grant to Ms. Krausz, effective as of her start date, a one-time equity grant valued at $400,000 based on the market price of the Company’s Class A Common Stock on the day of the grant as an inducement grant outside the Company’s 2017 Equity Incentive Plan in accordance with the NASDAQ inducement grant exception found in NASDAQ Listing Rule 5635(c)(4). This grant will be awarded in performance stock units (“PSUs”) .. The PSUs have a three-year cliff vesting schedule and are contingent upon the stock price achieving certain performance thresholds.
On October 18, 2022, the Company issued a press release announcing the appointment of Ms. Krausz. A copy of the press release is attached hereto as Exhibit 99.1.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
1
EXHIBIT INDEX
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release dated October 18, 2022. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
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.
| PURPLE INNOVATION, INC.<br><br>(Registrant) | ||
|---|---|---|
| Date: October 18, 2022 | By: | /s/ Bennett Nussbaum |
| Bennett Nussbaum | ||
| Interim Chief Financial Officer |
3
Exhibit 99.1
Purple Appoints Keira Krausz as Chief MarketingOfficer*Krausz Brings Significant Marketing Experience and a Track Record of Growing Revenue & EBITDA*****
Lehi, Utah, October 18, 2022 – Purple Innovation, Inc. (NASDAQ: PRPL) (“Purple”), a comfort innovation company known for creating the “World’s First No Pressure® Mattress,” today announced the appointment of Keira Krausz as its Chief Marketing Officer, effective November 1, 2022.
Krausz replaces Patrice Varni, who stepped down to pursue other interests. CEO Rob DeMartini thanked Varni: “We very much appreciate Patrice’s contributions to Purple and wish her all the best with her next endeavor.”
Krausz will report to DeMartini and oversee all aspects of the company’s marketing efforts, playing a key role in supporting Purple's future growth plans.
"Keira’s decades long track record of successful marketing management will be a welcome addition to Purple," said Rob DeMartini. “As we continue to mature our marketing efforts, Keira will provide significant experience in advancing our marketing strategies to grow our revenue and profitability.“
Krausz is a proven Direct-to-Consumer marketer with significant brand management experience. Most recently, Krausz served as Chief Marketing Officer of HealthPlanOne, a digital health distribution platform. Prior to that, Krausz was Chief Marketing Officer for the then NASDAQ-traded Nutrisystem, Inc., where her responsibilities included retail, omni-channel DTC marketing, creative, site and app development, sales and customer care. During her tenure, revenues nearly doubled, and EBITDA increased by four-fold.
"I am delighted to join the Purple team at this point in the company’s history," said Krausz. "Purple has built a unique brand and has a fantastic legacy of innovative product and marketing. I look forward to helping Purple take the next step forward."
Krausz did her undergraduate work at Cornell University and has an MBA from the Tuck School of Business at Dartmouth College.
Inducement Equity Grant
Upon the effectiveness of her appointment, Ms. Krausz will receive an equity grant valued at $400,000 based on the market price of the Company’s Class A Common Stock. This grant will consist of performance share units (PSUs). The PSUs will have a three-year cliff vesting schedule and are contingent on the stock price achieving certain performance targets. This grant is an inducement grant outside of the Company's 2017 Equity Incentive Plan in accordance with the NASDAQ inducement grant exception found in NASDAQ Listing Rule 5635(c)(4).
About Purple
Purple is a digitally-native vertical brand with a mission to help people feel and live better through innovative comfort solutions. We design and manufacture a variety of innovative, premium, branded comfort products, including mattresses, pillows, cushions, frames, sheets and more. Our products are the result of over 30 years of innovation and investment in proprietary and patented comfort technologies and the development of our own manufacturing processes. Our proprietary gel technology, Hyper-Elastic Polymer®, underpins many of our comfort products and provides a range of benefits that differentiate our offerings from other competitors’ products. We market and sell our products through our direct-to-consumer online channels, traditional retail partners, third-party online retailers and our owned retail showrooms. For more information on Purple, visit purple.com.
Forward-Looking Statements
Certain statements made in this release that are not historical facts are "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking statements include but are not limited to statements about operational improvements and the Company’s growth of revenue and profitability. Statements based on historical data are not intended and should not be understood to indicate the Company's expectations regarding future events. Forward-looking statements provide current expectations or forecasts of future events or determinations. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company's control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Factors that could influence the realization of forward-looking statements include the risk factors outlined in the "Risk Factors" section of our Annual Report on Form 10-K filed with the SEC on March 1, 2022, as amended by our Annual Report on Form 10-K/A Amendment No. 1 filed with the SEC on March 16, 2022 and in our other filings with the SEC. Many of these risks and uncertainties have been, and will be, exacerbated by the COVID–19 pandemic and any worsening of the global business and economic environment as a result. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
**Investor Contact:**Brendon Frey, ICR
brendon.frey@icrinc.com
203-682-8200