Current Report Filing (8-k)
November 20 2020 - 8:16AM
Edgar (US Regulatory)
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): November 20, 2020
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
of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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4100
N. Chapel Ridge Rd., 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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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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Pre-commencements
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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Warrants
to purchase one-half of one share of Class A Common Stock
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PRPLW
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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. ☐
ITEM
7.01 REGULATION FD DISCLOSURE.
As
previously announced, on October 27, 2020 Purple Innovation, Inc. (the “Company”) provided notice to the holders of
(i) warrants that were issued in the initial public offering of Global Partner Acquisition Corp. (“GPAC”) (the predecessor
to the Company) (the “Public Warrants”) and (ii) 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”)
that, pursuant to the terms of such warrants, the Company determined to exercise its right to redeem the Public Warrants and the
Incremental Loan Warrants by paying to the holders of such warrants the redemption price of $0.01 per warrant, with the redemption
to take place on November 30, 2020. Prior to redemption, the Public Warrants and Incremental Loan Warrants may be exercised on
a cashless basis, in accordance with the terms of such warrants.
On
November 20, 2020, the Company issued a press release announcing that, as of November 19, 2020, approximately 9,828,000 Public
Warrants and all of the Incremental Loan Warrants had been exercised since October 27, 2020. If the remaining approximately 1,229,000
Public Warrants are not exercised prior to November 30, 2020, they will be redeemed on that date at the redemption price of $0.01
per warrant. 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 20, 2020
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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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2
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