Form 8-K - Current report

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): September 21, 2023

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 5.02. DEPARTURE OF CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Chief Legal Officer, Senior Vice President Transition

On September 21, 2023, Purple Innovation, Inc. (the “Company”) and Casey McGarvey, Chief Legal Officer and Senior Vice President (“CLO”), agreed that Mr. McGarvey will no longer serve as CLO and will transition to Advisor to the Senior Leadership Team of the Company, subject to and in anticipation of a new CLO being appointed by the Company. This transition will begin upon the starting date of the new CLO, which is anticipated to occur on or about October 23, 2023, and Mr. McGarvey will assist with the orderly and smooth transition of the duties and responsibilities of the CLO over the following 60 days. Thereafter, Mr. McGarvey’s duties and responsibilities as Advisor to the Senior Leadership Team will be to support the executive officers and mission of the Company as assigned by the Chief Executive Officer (“CEO”). Mr. McGarvey’s compensation will remain the same during the transition period, and thereafter his compensation will be adjusted as agreed upon by the CEO and Mr. McGarvey to be commensurate with Mr. McGarvey’s duties and responsibilities, taking into consideration his skills, experience and ongoing role with, and importance to, the Company. Mr. McGarvey will continue to be eligible for cash and stock incentives, as determined by the board of directors, and he will receive other benefits provided to executives of the Company.

ITEM 7.01. REGULATION FD DISCLOSURE

On September 27, 2023, Purple issued a press release announcing Mr. McGarvey’s transition from CLO to Advisor to the Senior Leadership Team, and the appointment of Tricia McDermott to the position of CLO upon her start date which is anticipated to be on or about October 23, 2023. A copy of this press release is furnished herewith as Exhibit 99.1 to this Current Report.

The information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

EXHIBIT INDEX

Exhibit Number		Description
99.1		Press Release dated September 27, 2023
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.

Dated: September 27, 2023	PURPLE INNOVATION, INC.

	By:	/s/ Bennett Nussbaum
		Bennett Nussbaum
		Interim Chief Financial Officer

Exhibit 99.1

PURPLE APPOINTS TRICIA MCDERMOTT AS CHIEF LEGAL OFFICER

McDermott Brings a Successful Track Record of Leading Legal Departments and Driving Intellectual Property
Transactions at Several Multibillion Dollar Retail Brands

Lehi, Utah, September 27, 2023 – Purple Innovation, Inc. (NASDAQ: PRPL) (“Purple”), the world leader in sleep innovation and inventor of GelFlex® Grid Technology, today announced the appointment of Tricia McDermott as its Chief Legal Officer, effective October 23, 2023.

McDermott replaces Casey McGarvey who has served as Chief Legal Officer since the company was founded. McGarvey plans to take a step back from day-to-day operations in order to spend more time with his family and will shift to serve Purple as an Advisor to the Senior Leadership Team and collaborate closely with McDermott as she onboards. In parting thanks, CEO Rob DeMartini, says “Casey has deep knowledge of this company and has expertly steered its legal strategy through our earliest stages of growth, building the legal function from the ground up. Casey recognized the value of our GelFlex® Grid technology and has protected our unique innovations as the company and our sales have grown. We appreciate his deep connection to the company’s mission and commitment to our team and its evolution.”

McDermott will report to Rob DeMartini and oversee all aspects of Purple’s legal operations, an integral part of Purple’s future growth and long-range plans. DeMartini commented, “I am so excited to welcome Tricia McDermott to our senior leadership team where she will oversee our legal team and steer our legal operations. Tricia is an experienced leader who has deep skill in aligning legal strategy to a company’s overall business goals. Her experience driving intellectual property on a global scale is a great fit for Purple’s plans for growth.”

McDermott’s successful career spans multiple companies with well-loved brands, including Perry Ellis International, Spectrum Brands and Office Depot. Most recently, McDermott has led the legal team at Shoe Show, Inc. as its Chief Legal and Risk Officer and Corporate Secretary playing a critical role in providing strategic counsel and driving excellence in compliance.

“I’m delighted to join Rob and the team at Purple as they continue to revolutionize premium sleep products. This is an exciting moment in Purple’s evolution and I look forward to promoting a collaborative culture, fostering team excellence, and finding innovative business solutions during this inflection point in Purple’s growth,” McDermott said.

McDermott earned a Bachelor of Arts and Juris Doctor from Rutgers University.

About Purple

Purple, the leading premium mattress company with the #1 Gel Grid technology in the world, the GelFlex® Grid, thoughtfully engineers products that make restorative sleep effortless for every kind of sleeper. The result of over 30 years of innovation and in comfort technologies, Purple’s GelFlex Grid is the most significant advancement in mattresses in decades and is proven to reduce aches and pains. It instantly adapts as you move, balances temperature, relieves pressure and offers support in all the right places. Purple products, including mattresses, pillows, cushions, frames, sheets, and more, can be found online at Purple.com, in over 57 Purple stores and over 3,000 retailers nationwide. Sleep Better. Live Purple.

Investor Contact:

Brendon Frey, ICR
brendon.frey@icrinc.com
203-682-8200

Cover	Sep. 21, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 21, 2023
Entity File Number	001-37523
Entity Registrant Name	Purple Innovation, Inc.
Entity Central Index Key	0001643953
Entity Tax Identification Number	47-4078206
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4100 North Chapel Ridge Rd.
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Lehi
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84043
City Area Code	801
Local Phone Number	756-2600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	PRPL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false