Additional Proxy Soliciting Materials (definitive) (defa14a)
April 30 2021 - 4:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
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Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement.
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
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PURPLE INNOVATION, INC.
(Name of Registrant as Specified In Its Charter)
_____________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate
box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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Filing Party:
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(4)
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Date Filed:
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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):
April 28, 2021
Purple Innovation, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
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001-37523
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47-4078206
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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4100 North Chapel Ridge Road, Suite 200
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Lehi, Utah
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84043
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(Address of Principal Executive Offices)
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(Zip Code)
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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:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A Common Stock, par value $0.0001 per share
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PRPL
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The NASDAQ Stock Market LLC
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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. ☐
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ITEM 4.02
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NON-RELIANCE ON PREVIOUSLY
ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW.
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On April 12, 2012, the Securities
and Exchange Commission (the “SEC”) released a public statement (the “Public Statement”) informing market participants
that warrants issued by special purpose acquisition companies (“SPACs”) may require classification as a liability of the entity
measured at fair value, with changes in fair value each period reported in earnings. Purple Innovation, Inc. (the “Company”)
has previously classified its private placement warrants and public warrants (collectively, the
“warrants”), which were issued in 2015, as equity. For a description of the terms of the warrants, please refer to
the Company’s prospectus filed with the SEC on April 5, 2018 (the “Prospectus”), which relates to the resale from time
to time, of among other things, the warrants and the shares of Class A common stock issuable upon exercise of the warrants.
On April 28, 2021, the Audit
Committee of the Board of Directors of the Company, after considering the recommendations of management, concluded that the Company’s
previously issued audited financial statements as of and for the years ended December 31, 2020 and 2019 and previously issued unaudited
financial statements for the periods ended September 30, 2020 and 2019, June 30, 2020 and 2019,
and March 31, 2020 and 2019 (collectively, the “Non-Reliance Periods”) should not be relied upon due to required corrections
related to the accounting for warrants described in the Public Statement.
The
Public Statement discussed “certain features of warrants issued in SPAC transactions” that “may be common across many
entities.” The Public Statement indicated that when one or more of such features is included in a warrant, the warrant “should
be classified as a liability measured at fair value, with changes in fair value each period reported in earnings.” Following consideration
of the guidance in the Public Statement, while the terms of the warrants as described in the Prospectus have not changed, the Company
concluded that it has issued warrants that do not meet the conditions to be classified in equity and instead require liability classification
under Accounting Standards Codification 815, Derivatives and Hedging. The Audit Committee, together with management, determined
that the financial statements in the Non-Reliance Periods should be restated to reflect such issued warrants as a liability, with subsequent
changes in their estimated fair value recorded as non-cash income or expense in each Non-Reliance Period. These restatements will result
in non-cash, non-operating financial statement corrections and will have no impact on the Company’s current or previously reported
cash position, operating expenses or total operating, investing or financing cash flows.
The
Company is working diligently to finalize the accounting treatment of warrants required to be classified as liabilities and the valuation
of these warrants, and file an amendment to its Annual Report on Form 10-K for the year ended December 31, 2020 (the “Amended 10-K”)
reflecting this reclassification of the warrants for the Non-Reliance Periods as soon as practicable. The adjustments to the financial
statement items for the Non-Reliance Periods will be set forth through disclosures in the financial statements included in the Amended
10-K. The Audit Committee has discussed the matters disclosed in this and the above paragraphs in this Item 4.02 with its independent
registered public accounting firm, BDO USA, LLP.
We
will disclose the finalized impacts to warrant liabilities, additional paid-in capital, accumulated deficit, total stockholders’
equity (deficit), change in fair value – warrant liabilities, total other expense, net loss before income taxes, net loss, net
loss attributable to Purple Innovation, Inc., basic and diluted net loss per common share, for all periods in the Non-Reliance Periods
in our forthcoming Amended 10-K for the period ended December 31, 2020. We are evaluating the impact on the Company’s internal
controls over financial reporting.
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: April 30, 2021
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PURPLE INNOVATION, INC.
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By:
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/s/ Craig L. Phillips
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Craig L. Phillips
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Chief Financial Officer
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