ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED
LISTING RULE OR STANDARD; TRANSFER OF LISTING
Purple Innovation, Inc. (the “Company”) previously
issued the following types of warrants: (i) warrants that were issued in the initial public offering of Global Partner Acquisition
Corp. (“GPAC”) (the predecessor to the Company) (the “Public Warrants”), (ii) warrants that were issued
to Global Sponsor I who was the sponsor of GPAC (the “Sponsor”) in a private placement (the “Sponsor Warrants”),
and (iii) 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”). Public Warrants
and Sponsor Warrants are listed on The Nasdaq Stock Market (“Nasdaq”) and currently trade under the symbol “PRPLW.”
As previously disclosed, on October 27, 2020, the Company provided
notice to the holders of the Public Warrants and the Incremental Loan Warrants that their warrants will be redeemed in accordance
with the terms of such warrants on November 30, 2020 (the “Redemption”).
After the effectiveness of the Redemption on November 30, 2020,
the Company anticipates the remaining outstanding warrants of the Company will consist of approximately 8.5 million Sponsor Warrants,
exercisable for approximately 4.25 million shares of Class A Common Stock, which are currently only held by 16 warrant holders.
The holders of the remaining Sponsor Warrants have the right
to exercise their warrants for cash or on a cashless basis at any time. If holders of the Sponsor Warrants subsequently transfer
their warrants, other than to certain permitted transferees, those transferred warrants would be subject to redemption by the Company
(provided that the conditions for redemption are satisfied).
Given the limited number of warrant holders remaining after
the Redemption, and the Company’s right to potentially redeem transferred warrants, the Company believes that trading activity
in the warrants will be limited following the Redemption, which could negatively affect the liquidity of the warrants. Based on
these considerations, combined with the costs associated with the continued listing of the warrants, the Company believes that
continued listing of the warrants is not necessary. On November 13, 2020, the Board of Directors of the Company determined that
it is in the best interests of the Company to voluntarily withdraw the listing of the warrants from Nasdaq following the Redemption.
Accordingly, on November 19, 2020, the Company notified Nasdaq
of its intent to withdraw warrants from listing on Nasdaq. The Company intends to file a Form 25 with the SEC on November 30, 2020
relating to the warrants, with the delisting to be effective ten days thereafter. The Company expects that the last day of trading
of the warrants on Nasdaq will be on or about November 30, 2020. After that time, the Company expects that the warrants will trade
over-the-counter. However, the Company can give no assurance that trading in the warrants will continue over-the-counter or on
any other securities exchange or quotation medium.
The listing of the Company’s Class A common stock, which
is traded on Nasdaq under the ticker symbol “PRPL,” will not be affected by the delisting of the Company’s warrants.