UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 13,
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)) |
| |
|
| ☐ |
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. ☐
This Current Report on Form 8-K/A amends the original Form 8-K
filed on November 19, 2020 to correct the statement that the
Incremental Loan Warrants were still outstanding. As of November
19, 2020, all the Incremental Loan Warrants had been exercised and
no Incremental Loan Warrants were outstanding.
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED
LISTING RULE OR STANDARD; TRANSFER OF LISTING
Purple Innovation, Inc. (the “Company”) previously issued the
following types of warrants: (i) warrants that were issued in the
initial public offering of Global Partner Acquisition Corp.
(“GPAC”) (the predecessor to the Company) (the “Public Warrants”),
(ii) warrants that were issued to Global Sponsor I who was the
sponsor of GPAC (the “Sponsor”) in a private placement (the
“Sponsor Warrants”), and (iii) 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”). Public Warrants and Sponsor Warrants are listed on The
Nasdaq Stock Market (“Nasdaq”) and currently trade under the symbol
“PRPLW.”
As previously disclosed, 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 (the
“Redemption”).
After the effectiveness of the Redemption on November 30, 2020, the
Company anticipates the remaining outstanding warrants of the
Company will consist of approximately 8.5 million Sponsor Warrants,
exercisable for approximately 4.25 million shares of Class A Common
Stock, which are currently only held by 16 warrant holders.
The holders of the remaining Sponsor Warrants have the right to
exercise their warrants for cash or on a cashless basis at any
time. If holders of the Sponsor Warrants subsequently transfer
their warrants, other than to certain permitted transferees, those
transferred warrants would be subject to redemption by the Company
(provided that the conditions for redemption are satisfied).
Given the limited number of warrant holders remaining after the
Redemption, and the Company’s right to potentially redeem
transferred warrants, the Company believes that trading activity in
the warrants will be limited following the Redemption, which could
negatively affect the liquidity of the warrants. Based on these
considerations, combined with the costs associated with the
continued listing of the warrants, the Company believes that
continued listing of the warrants is not necessary. On November 13,
2020, the Board of Directors of the Company determined that it is
in the best interests of the Company to voluntarily withdraw the
listing of the warrants from Nasdaq following the Redemption.
Accordingly, on November 19, 2020, the Company notified Nasdaq of
its intent to withdraw warrants from listing on Nasdaq. The Company
intends to file a Form 25 with the SEC on November 30, 2020
relating to the warrants, with the delisting to be effective ten
days thereafter. The Company expects that the last day of trading
of the warrants on Nasdaq will be on or about November 30, 2020.
After that time, the Company expects that the warrants will trade
over-the-counter. However, the Company can give no assurance that
trading in the warrants will continue over-the-counter or on any
other securities exchange or quotation medium.
The listing of the Company’s Class A common stock, which is traded
on Nasdaq under the ticker symbol “PRPL,” will not be affected by
the delisting of the Company’s warrants.
ITEM 7.01 REGULATION FD DISCLOSURE.
On November 19, 2020, the Company issued a press release announcing
the Company’s intention to withdraw the warrants from listing on
Nasdaq. 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
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 23, 2020 |
PURPLE
INNOVATION, INC. |
| |
|
|
| |
By: |
/s/
Craig L. Phillips |
| |
|
Craig
L. Phillips |
| |
|
Chief
Financial Officer |
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