ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May 14, 2020, Purple
Innovation, Inc., a Delaware corporation (the “Company”), entered into an underwriting agreement (the “Underwriting
Agreement”) with BofA Securities, Inc. and Oppenheimer & Co. Inc., as representatives of the several underwriters listed
in Schedule A thereto, and the selling stockholder listed in Schedule B thereto (the “Selling Stockholder”), relating
to an underwritten secondary public offering of 10,789,372 shares of Class A common stock of the Company, par value $0.0001 (the
“Shares”), being sold by the Selling Stockholder (the “Offering”). The Selling Stockholder is InnoHold,
LLC, an entity controlled by Tony Pearce and Terry Pearce, who are directors of the Company. The Company will not receive any proceeds
from the Offering.
Under the terms of the
Underwriting Agreement, the underwriters have a 30-day option period to purchase up to 1,618,405 additional shares of Class A common
stock from the Selling Stockholder.
The Underwriting Agreement
contains customary representations, warranties, and covenants of the Company and the Selling Stockholder and also provides for
customary indemnification by each of the Company, the Selling Stockholder and the Underwriters against certain liabilities. The
Selling Stockholder and the Company and its executive officers and directors, other than John Legg and Casey McGarvey, have agreed
not to sell or transfer any securities of the Company held by them for a period of 60 days from May 14, 2020, subject to limited
exceptions.
The Offering is made
pursuant to a registration statement on Form S-3 (File No. 333-237045) (including a prospectus) filed with the Securities and
Exchange Commission (the “SEC”), which was declared effective by the SEC on May 14, 2020 (the “Initial
Registration Statement”), and a registration statement (File No. 333-238279) filed with the Commission on May 14, 2020,
pursuant to Rule 462(b) of the Securities Act of 1933 (together with the Initial Registration Statement, the
“Registration Statement”), and the preliminary prospectus included in the Registration Statement, and the final
prospectus to be filed with the SEC on May 15, 2020. The Offering is expected to close on or about May 19, 2020, subject to
satisfaction of customary closing conditions.
The foregoing description of the Underwriting
Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the
Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward-Looking Statements
This Current
Report on Form 8-K contains forward-looking statements that are made pursuant to the safe harbor provisions within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Such forward-looking statements include, but are not limited to, statements related to the anticipated closing of
the Offering. Forward-looking statements are based on management’s current expectations and are subject to risks and
uncertainties, many of which are beyond our control, that may cause actual results or events to differ materially from those
projected. These risks and uncertainties, many of which are beyond our control, include the ability of the Company and the
Selling Stockholder to satisfy certain conditions to closing on a timely basis or at all, as well as other risks described in
the section entitled “Risk Factors” and elsewhere in the prospectus related to the Offering, our Annual Report
on Form 10-K filed with the SEC on March 9, 2020, our Quarterly Report on Form 10-Q filed with the SEC on May 11, 2020 and in our other filings with the SEC, including, without limitation, our
reports on Forms 8-K and 10-Q, all of which can be obtained on the SEC website at www.sec.gov. Readers are cautioned not to
place undue reliance on the forward-looking statements, which speak only as of the date on which they are made and reflect
management’s current estimates, projections, expectations and beliefs. We expressly disclaim any obligation or
undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any
change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except
as required by law.