UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
On March 24, 2022, Purple Innovation, Inc., a Delaware corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc. (the “Underwriter”), relating to an underwritten public offering of 16,100,000 shares of Class A common stock of the Company, par value $0.0001 (including 2,100,000 subject to the overallotment option granted to the Underwriter) (the “Shares”), being sold by the Company (the “Offering”). The Underwriter has agreed to purchase the Shares from the Company at a price of $5.65 per Share. Coliseum Capital Partners L.P. (“CCP”) and Blackwell Partners LLC – Series A (“Blackwell”), who, together with their affiliates, hold 34.99% of the Company’s Class A common stock have agreed to purchase Shares from the Underwriter in the Offering. Shares purchased by CCP and Blackwell, an aggregate of 29.81% of the Shares being sold in the Offering, will be purchased by the Underwriter from the Company at a price of $6.10 per Share. The Company expects to receive approximately $92.8 million of net proceeds, after deducting estimated offering expenses payable by the Company.
The Underwriting Agreement contains customary representations, warranties, and covenants of the Company and the Underwriter and also provides for customary indemnification by each of the Company and the Underwriter against certain liabilities. On March 25, 2022, the Underwriter exercised in full its 30-day option to purchase up to 15% additional Shares from the Company.
The Company and its directors and executive officers have agreed not to sell or transfer any shares of the Company’s Class A common stock or any securities convertible into, exchangeable for, exercisable for or repayable with Class A common stock held by them for a period of 60 days from March 24, 2022, subject to limited exceptions.
The Offering is made pursuant to a registration statement on Form S-3 (File No. 333-263621) that was originally filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2022, as amended on Form S-3/A on March 22, 2022 (as so filed and as amended, the “Registration Statement”), which became effective on March 24, 2022, and the base prospectus included in the Registration Statement, as amended and supplemented by the preliminary prospectus supplement filed with the SEC on March 24, 2022 and the final prospectus supplement dated March 24, 2022. The Offering is expected to close on or about March 29, 2022, subject to the 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.
| ITEM 8.01 | OTHER EVENTS |
In connection with the Offering, the Company is filing a legal opinion and consent as Exhibit 5.1 and Exhibit 23.1 to this report, respectively, which are incorporated by reference into the Registration Statement. In addition, on March 24, 2022, the Company issued a press release announcing that it had priced the Offering, which press release is filed as Exhibit 99.1 to this report 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 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 our Annual Report on Form 10-K filed with the SEC on March 1, 2022 as amended by Form 10-K/A Amendment No. 1, filed with the SEC on March 16, 2022, 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
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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.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
| Exhibit |
Description of Exhibit | |
| 1.1 | Underwriting Agreement, dated March 24, 2022, by and between Purple Innovation, Inc. and BofA Securities, Inc. | |
| 5.1 | Opinion of Dorsey & Whitney LLP | |
| 23.1 | Consent of Dorsey & Whitney LLP (included as part of Exhibit 5.1) | |
| 99.1 | Press release, dated March 24, 2022, issued by Purple Innovation, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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: March 28, 2022 | PURPLE INNOVATION, INC. | |||||
| By: | /s/ Bennett L. Nussbaum | |||||
| Bennett L. Nussbaum | ||||||
| Chief Financial Officer | ||||||
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