Current Report Filing (8-k)

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): June 29, 2021

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 North 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

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

Second Quarter and Full-Year 2021 Guidance Update

On June 29, 2021, Purple Innovation, Inc. (the “Company”) issued a press release updating its previously issued financial guidance for the second fiscal quarter ending June 30, 2021, reflecting isolated challenges that negatively impacted net revenue, gross margin, and adjusted EBITDA. The Company also announced that, due to the revised expectations of results for the quarter ending June 30, 2021, it is withdrawing its previously issued financial guidance for the fiscal year ending December 31, 2021, and previously issued adjusted EBITDA guidance for the quarter ended June 30, 2021. The Company is evaluating expected results for the second half of 2021 and anticipates providing revised full year guidance when it reports second quarter 2021 results. A copy of the press release is attached hereto as Exhibit 99.1.

Virtual Investor and Analyst Session

As previously announced, the Company will be holding a Virtual Investor and Analyst Session on June 29, 2021, from 1:00 pm ET to approximately 3:30 pm ET. The Company’s presentation materials for the Virtual Investor and Analyst Session are attached hereto as Exhibit 99.2.

The information provided pursuant to Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act, or the rules and regulations of the SEC thereunder, or the Exchange Act or the rules and regulations of the SEC thereunder, except as shall be expressly set forth by specific reference in such filing or document.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Number		Description of Exhibit

99.1		Press Release Dated June 29, 2021.

99.2		Virtual Investor and Analyst Session Presentation.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.