Purple Innovation, Inc 8-K, filed Nov 20, 2020
Purple Innovation, Inc. (PRPL)
About this 8-K
Purple Innovation, Inc filed this 8-K on November 20, 2020.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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): November 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.) |
| 4100 N. Chapel Ridge Rd., Suite 200 | ||
| Lehi, Utah | 84043 | |
| (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))
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| ☐ | 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 7.01 REGULATION FD DISCLOSURE.
As previously announced, on October 27, 2020 Purple Innovation, Inc. (the “Company”) provided notice to the holders of (i) warrants that were issued in the initial public offering of Global Partner Acquisition Corp. (“GPAC”) (the predecessor to the Company) (the “Public Warrants”) and (ii) warrants that were issued in connection with the closing of the Amended and Restated Credit Agreement dated February 26, 2019 by and among Purple Innovation, LLC, Coliseum Capital Partners, L.P. (“CCP”), Blackwell Partners LLC – Series A (“Blackwell”), Coliseum Co-Invest Debt Fund, L.P. (“CDF” and together with CCP and Blackwell, the “Lenders”) and Delaware Trust Company, to the Lenders (the “Incremental Loan Warrants”) that, pursuant to the terms of such warrants, the Company determined to exercise its right to redeem the Public Warrants and the Incremental Loan Warrants by paying to the holders of such warrants the redemption price of $0.01 per warrant, with the redemption to take place on November 30, 2020. Prior to redemption, the Public Warrants and Incremental Loan Warrants may be exercised on a cashless basis, in accordance with the terms of such warrants.
On November 20, 2020, the Company issued a press release announcing that, as of November 19, 2020, approximately 9,828,000 Public Warrants and all of the Incremental Loan Warrants had been exercised since October 27, 2020. If the remaining approximately 1,229,000 Public Warrants are not exercised prior to November 30, 2020, they will be redeemed on that date at the redemption price of $0.01 per warrant. 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
EXHIBIT INDEX
| Exhibit Number | Description | |
| 99.1 | Press Release dated November 20, 2020. |
1
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: November 20, 2020 | PURPLE INNOVATION, INC. | |
| By: | /s/ Craig L. Phillips | |
| Craig L. Phillips | ||
| Chief Financial Officer | ||
2
Exhibit 99.1
Purple Innovation Redemption of Public Warrants Reminder
Lehi, Utah, November 20, 2020 – Purple Innovation, Inc. (NASDAQ: PRPL) (“the Company”), the leader in comfort innovation and the creator of the renowned Purple® Mattress, announced today that as of November 19, 2020, approximately 9,828,000 Public Warrants and all of the Incremental Loan Warrants had been exercised since October 27, 2020.
As previously announced, on October 27, 2020, the Company provided notice to the holders of the Public Warrants and the Incremental Loan Warrants that their warrants will be redeemed in accordance with the terms of such warrants on November 30, 2020.
As a courtesy, the Company would like to remind any remaining holders of Public Warrants that if the remaining approximately 1,229,000 Public Warrants are not exercised prior to November 30, 2020, they will be redeemed on that date at the redemption price of $0.01 per warrant.
Questions concerning redemption and exercise of such public warrants can be directed to Philadelphia Stock Transfer at info@philadelphiastocktransfer.com or (866) 223-0448.
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 25 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.
Investor Contact:
Brendon Frey, ICR
brendon.frey@icrinc.com
203-682-8200
Purple Innovation, Inc.
Misty Bond
Director of Purple Communications
misty.b@purple.com
385-498-1851