false 0001643953 0001643953 2024-11-11 2024-11-11 0001643953 PRPL:ClassCommonStockParValue0.0001PerShareMember 2024-11-11 2024-11-11 0001643953 PRPL:PreferredStockPurchaseRightsMember 2024-11-11 2024-11-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

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 11, 2024

 

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

  

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing 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
Preferred Stock Purchase Rights   N/A   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 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING.

 

On November 11, 2024, Purple Innovation, Inc. (the “Company”) received written notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) that the Company is not in compliance with Nasdaq Listing Rule 5450(a)(1), as the closing bid price of the Company’s common stock has been below the required minimum of $1.00 per share for 30 consecutive business days. The notification of noncompliance has no immediate effect on the listing or trading of the Company’s Class A common stock on The Nasdaq Global Select Market.

 

The Company has 180 calendar days, or until May 12, 2025, to regain compliance with the minimum bid price requirement in Nasdaq Listing Rule 5450(a)(1). To regain compliance, the closing bid price of the Company’s common stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days during this 180-calendar day compliance period. In the event the Company does not regain compliance with the minimum bid price requirement by May 12, 2025, the Company may be eligible for an additional 180-calendar day compliance period if it elects to transfer to The Nasdaq Capital Market to take advantage of the additional compliance period offered on that market. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the minimum bid price requirement, and would need to provide written notice of its intention to cure the bid price deficiency during the second compliance period by effecting a reverse stock split if necessary. In the event the Company fails to regain compliance or is not permitted to transfer to The Nasdaq Capital Market before the initial compliance period expires, the Company will receive a written notification from Nasdaq that its common stock is subject to delisting. If the Company were to receive such a notification, the Company could appeal Nasdaq’s determination to delist its common stock, but there can be no assurance Nasdaq would grant the Company’s request for continued listing.

 

The Company intends to actively monitor the bid price of its common stock and will consider available options to regain compliance with the minimum bid price requirement. There can be no assurance that the Company will be able to regain compliance with Nasdaq Listing Rule 5450(a)(1) or will otherwise be in compliance with other Nasdaq listing requirements.

 

 

 

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 13, 2024 PURPLE INNOVATION, INC.
     
  By: /s/ Todd Vogensen
    Todd Vogensen
    Chief Financial Officer

 

 

 

 

 

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Nov. 11, 2024
Document Type 8-K
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Document Period End Date Nov. 11, 2024
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
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Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Class A Common Stock, par value $0.0001 per share  
Title of 12(b) Security Class A Common Stock, par value $0.0001 per share
Trading Symbol PRPL
Security Exchange Name NASDAQ
Preferred Stock Purchase Rights  
Title of 12(b) Security Preferred Stock Purchase Rights
Trading Symbol N/A
Security Exchange Name NASDAQ
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