8-K
Purple Innovation, Inc. (PRPL)
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
Dateof Report (Date of earliest event reported): July 19, 2021
PurpleInnovation, Inc.
(ExactName of Registrant as Specified in its Charter)
| Delaware | 001-37523 | 47-4078206 |
|---|---|---|
| (State of Incorporation) | (CommissionFileNumber) | (IRSEmployerIdentification No.) |
| 4100 North Chapel Ridge Rd., Suite 200 | |
|---|---|
| Lehi, Utah | 84043 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’stelephone number, including area code: (801) 756-2600
(Formername 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<br> communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencements<br> 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<br> A Common Stock, par value $0.0001 per share | PRPL | The<br> 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.
On July 19, 2021, the Company issued a press release providing an update on production status. 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 July 19, 2021, providing an update on production status. |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
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:<br> July 19, 2021 | PURPLE INNOVATION, INC. | |
|---|---|---|
| By: | /s/<br> Craig L. Phillips | |
| Craig<br> L. Phillips | ||
| Chief<br> Financial Officer |
2
Exhibit 99.1
Purple Innovation, Inc. Provides Update on ProductionStatus
Lehi, Utah, July 19, 2021 – Purple Innovation, Inc. (NASDAQ: PRPL) ("Purple" or the “Company”), a leader in comfort innovation and the creator of the renowned Purple® Mattress, today announced an update on the status of its production levels.
Purple previously announced that following an accident and resulting safety improvements involving its Mattress Max™ machines, the Company experienced production challenges caused by unanticipated mechanical and maintenance issues encountered bringing the machines back online. The Company projected to have production fully back online by mid-July after approximately 10 weeks of significantly reduced production levels, resulting in shipment backlogs that would impact both second and third quarter revenue.
“I am incredibly proud with the work we’ve done to continue to create a safer operating environment in our manufacturing facilities,” said Joe Megibow, Chief Executive Officer. “Over the past several weeks, our team has made significant progress towards restoring our production to full capacity. The isolated manufacturing challenges exhibited across the Mattress Max machines have all been resolved, and we have ramped production levels back up to 85% to 90% of pre-incident levels. With some additional tuning we anticipate being at planned production levels in approximately one week and are aggressively hiring against these levels. We remain confident that we will be out of backlog by the end of August.”
As previously announced, management anticipates providing revised full year guidance when it reports second quarter 2021 results.
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, seat and back 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.
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 relating to the impact of recent production challenges on our operating results for the second and third quarters, our ability to restore full production capacity, the timing of when we will return to planned production levels, our ability to hire to meet anticipated production levels, and the timing of when we will be out of backlog. 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, among others: uncertainties regarding the extent and duration of the impact of the COVID-19 pandemic on many aspects of our business, operations and financial performance; disruptions to our manufacturing processes and capacity; delays in bringing production capacity to expected levels; delays in bringing new and existing Mattress Max machines online and rebuilding capacity; changes in economic, financial and end-market conditions in the markets in which we operate; changes in consumer preferences and demand; fluctuations in raw material prices and labor costs and related impact on margins; the financial condition of our customers and suppliers; competitive pressures, including the need for technology improvement, successful new product development and introduction; changes in our relationships with wholesale partners; and the risk factors outlined in the “Risk Factors” section of our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2021, as amended by our Annual Report on Form 10-K/A filed with the SEC on May 10, 2021 and in our Quarterly Report on Form 10-Q filed with the SEC on May 17, 2021. 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
Purple Innovation,Inc.
Misty Bond
Director of Purple Communications
misty.b@purple.com
385-498-1851