8-K
Purple Innovation, Inc. (PRPL)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM8-K
CURRENTREPORT
Pursuantto Section 13 or 15(d)
ofthe Securities Exchange Act of 1934
Dateof Report (Date of earliest event reported): November 24, 2020
PurpleInnovation, Inc.
(ExactName 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’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 |
| Warrants<br> to purchase one-half of one share of Class A Common Stock | PRPLW | 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 5.02DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTSOF CERTAIN OFFICERS.
Electionof Paul Zepf as Chairman of the Board
On November 24, 2020, the Board of Directors appointed Paul Zepf to fill the vacant Chairman of the Board position effective December 1, 2020. Mr. Zepf has been serving as a Director since August 18, 2020, and previously served as a Board observer and advisor.
Appointmentof Dawn Zier as a Director
On November 24, 2020, the Board of Directors appointed Dawn Zier to fill the vacated Board of Director position. The Company will compensate Ms. Zier for her service on the Board of Directors in the same manner as other directors, as described in the section titled “Executive Compensation – Director Compensation” of the Company’s Proxy Statement filed April 20, 2020, including a pro-rated portion for the current period. In addition, the Company granted Ms. Zier one thousand (1,000) shares of Class A common stock on November 30, 2020. The Company and Ms. Zier have entered into an Indemnification Agreement on substantially the same terms as indemnification agreements entered into with other directors.
Ms. Zier is the principal of Aurora Business Consulting, LLC, since February 2020, and advises companies on business transformation, digital/marketing acceleration, and high-performance teams. Ms. Zier served as President and CEO of Nutrisystem, a leading provider of weight loss solutions and services, and on its Board of Directors from 2012 until March 2019. Upon acquisition of Nutrisystem, Ms. Zier joined Tivity Health, a leading provider of nutrition, fitness and social engagement solutions, and served as President/Chief Operating Officer and as a Board Director of Tivity Health, as part of the transition, from March 2019 to December 2019. Prior to that she served in a variety of executive positions at Reader’s Digest Association, a global media and data marketing company, including President of International from 2011-2012, President of Europe from 2009-2011, and President of Global Consumer Marketing from 2008-2009. Ms. Zier also serves on the boards of The Hain Celestial Group, Inc., Spirit Airlines and Prestige Consumer Healthcare. Ms. Zier earned her MBA and Master of Engineering from the Massachusetts Institute of Technology.
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Item7.01 REGULATION FD DISCLOSURE.
On November 30, 2020, the Company issued a press release announcing the appointment of Paul Zepf as Chairman of the Board effective December 1, 2020, and the appointment of Dawn Zier as a Director. 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.
ITEM9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| 99.1 | Press Release issued by the Company dated November 30, 2020. |
|---|
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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: November<br> 30, 2020 | PURPLE INNOVATION, INC. | |
|---|---|---|
| By: | /s/<br> Craig L. Phillips | |
| Craig L. Phillips | ||
| Chief Financial<br> Officer |
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Exhibit 99.1
Purple InnovationAnnounces Board Appointments
Lehi, Utah, November 30, 2020 – Purple Innovation, Inc. (NASDAQ: PRPL) (“the Company”), the leader in comfort innovation and the creator of the renowned Purple® Mattress, announced today that the Board of Directors appointed Dawn Zier to the board and Paul Zepf was elevated to Chairman at its board meeting held on November 24, 2020. Both appointments filled vacated positions created by the retirement of Terry and Tony Pearce in August 2020.
“We are excited about the addition of Dawn Zier to Purple’s Board of Directors as the Company seeks to continue its accelerated growth trajectory in 2021 and beyond”, said Lead Independent Director Gary DiCamillo.
Purple Innovation CEO Joe Megibow added: “Dawn’s demonstrated experience in digital marketing and business transformation will be a valuable asset as Purple continues to take market share in the direct to consumer sleep market. Further, as Purple broadens its horizons in international and new comfort technology markets, she will add strong relevant insights into new growth markets and categories.”
Dawn Zier is the principal of Aurora Business Consulting, LLC and advises companies on business transformation, digital marketing and high-performance teams. Ms. Zier served as President and CEO of Nutrisystem, a leading provider of health improvement and weight loss solutions, from 2012 until March of 2019, when it was sold to Tivity Health. She assisted in the transition to Tivity as President/COO and Board Member until December 2019. Previously, Ms. Zier served in a variety of positions at Readers Digest Association, including President of International, President of Europe and President of Global Marketing. She currently serves on the board of directors of Hain Celestial Group, Spirit Airlines and Prestige Consumer Healthcare. Ms. Zier holds an MS in Electrical Engineering and Computer Science, as well as an MBA from the Massachusetts Institute of Technology (MIT).
Paul Zepf has been a director of Purple Innovation since August 2020 and previously acted as an advisor to the Company and a Board observer. Mr. Zepf previously was CEO of Global Partner Acquisition Corp., the predecessor to the Company, from its formation in June 2015 until February 2018. Previously Mr. Zepf was Managing Director and Head of Strategic Initiatives at Golub Capital (February 2014 to June 2015) and was Managing Principal of Corporate Partners II, a Lazard sponsored private equity fund from March 2005 until February 2014. Mr. Zepf has been a board member of Ironshore Ltd., a property casualty insurance company, and has served as a director of BIH Holdings. He has a BA, with highest honors, from the University of Notre Dame.
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