Current Report Filing (8-k)
August 19 2020 - 4:10PM
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): August 17, 2020
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 N. 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
|
Warrants to purchase one-half of one share of Class A Common Stock
|
|
PRPLW
|
|
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 DIRECTORS OR CERTAIN OFFICERS;
ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Departure of Directors Terry Pearce and Tony Pearce
On August 17, 2020, Terry Pearce and Tony Pearce announced their
retirement from the Board of Directors of Purple Innovation, Inc. (the “Company”), effective at the end of the day
August 17, 2020. As a result of Terry Pearce’s retirement, he no longer serves as Chairman of the Board or on the Company’s
HR & Compensation Committee. With the retirement of Terry Pearce as Chairman of the Board, Mr. Gary DiCamillo will provide
interim leadership at Board meetings, in his current role as the Lead Independent Director, until a new chairman is appointed by
the Board. Terry Pearce and Tony Pearce also retired as Co-Directors of Research & Development of the Company resulting in
the termination of the Company’s payment obligations under their employment agreements.
Appointment of Paul Zepf as a Director
On August 18, 2020, the Board of Directors appointed Paul Zepf
to fill one of the vacated Board of Director positions. Mr. Zepf had been serving as a Board observer and advisor. The Company
anticipates compensating Mr. Zepf for his service on the Board of Directors in the same manner as other directors, as described
in the section titled “Executive Compensation – Director Compensation” of the Company’s Proxy Statement
filed April 20, 2020. The Company and Mr. Zepf have entered into an Indemnification Agreement dated as of August 18, 2020, on substantially
the same terms as indemnification agreements entered into with other directors.
Mr. Zepf is currently a Management Advisory Board member at
TowerBrook Capital Partners ("TCP"), a private equity firm with more than $13 billion in capital under management. From
February 2018 through July 2020, Mr. Zepf was a Venture Partner and Managing Director at TCP. Mr. Zepf was the Chief Executive
Officer of Global Partner Acquisition Corp (the predecessor to the Company) from its formation in June 2015 through February 2018.
From February 2014 to June 2015, Mr. Zepf had been a managing director and Head of Strategic Initiatives at Golub Capital. Prior
to joining Golub Capital, from March 2005 to February 2014, Mr. Zepf was a managing principal of Corporate Partners II Ltd, a Lazard-sponsored
private equity fund formed to acquire significant stakes in public and private companies. The Corporate Partners funds focused
on making privately negotiated minority stake and control investments in companies in need of capital for balance sheet repair,
growth capital, or consolidations/acquisitions. Following the February 2009 spin-off of Corporate Partners from Lazard, Mr. Zepf
also served as managing principal of Corporate Partners Management LLC until February 2014. Prior to that, from 2001 to 2009, he
was also co-head of Lazard North American Private Equity, and, from 2001 to 2005, a managing director of Lazard LLC. Mr. Zepf was
a managing principal of Lazard Alternative Investments from 2005 to 2009 and of Lazard Capital Partners from 2001 to 2009. Previously,
from 1998 to 2001, Mr. Zepf was a managing director of Corporate Partners I and of Centre Partners, a middle market private equity
firm. He started his career in the Merchant Banking Department at Morgan Stanley & Co. in 1987. From December 2006 to May 2017,
Mr. Zepf was a member of the board of directors of Ironshore Ltd, a global specialty property casualty insurance company, and since
June 2015 he has provided limited consulting services to an investment management company. Mr. Zepf has also served on the board
of directors of BIH Holdings and CP Financial. Mr. Zepf received a B.A. and graduated with highest honors and Phi Beta Kappa from
the University of Notre Dame.
The Company is in the process of identifying candidates to fill
the other vacant Board position.
Item
7.01 REGULATION FD DISCLOSURE.
On August 19, 2020, the Company issued a press release announcing
the retirements of Tony Pearce and Terry Pearce, and the appointment of Paul Zepf as a Director. 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
(d) Exhibits
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: August 19, 2020
|
PURPLE INNOVATION, INC.
|
|
|
|
|
By:
|
/s/ Craig L. Phillips
|
|
|
Craig L. Phillips
|
|
|
Chief Financial Officer
|
3
Purple Innovation (NASDAQ:PRPLW)
Historical Stock Chart
From Sep 2024 to Oct 2024
Purple Innovation (NASDAQ:PRPLW)
Historical Stock Chart
From Oct 2023 to Oct 2024