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ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
As previously disclosed, on August 31, 2022, Purple Innovation, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Gelato Intermediate, LLC, a wholly owned subsidiary of the Company (“Purchaser”), Gelato Merger Sub, Inc. a wholly owned subsidiary of the Purchaser (“Merger Sub”), Advanced Comfort Technologies, Inc. d/b/a INTELLIbed (“ACTI”) and D. Scott Peterson, an individual, as Stockholders’ Agent. Pursuant to the Merger Agreement, on August 31, 2022, Merger Sub merged with and into ACTI (the “Merger”), with ACTI continuing as the surviving entity and a wholly owned subsidiary of the Company. The Merger closed on August 31, 2022.
Under the Merger Agreement, the Company agreed to issue to securityholders of ACTI an additional 1,500,000 shares of Class A Common Stock if the Closing Price (as defined in the Merger Agreement) did not equal or exceed $5.00 for at least ten trading days over any period of 30 consecutive trading days during the period beginning on the six month anniversary of the closing date and ending on the 18 month anniversary of the closing date, or February 29, 2024. The Closing Price did not equal or exceed $5.00 during the relevant period. Therefore, on March 4, 2024, the Company issued an aggregate of 1,500,000 shares to the securityholders of ACTI.
The Company issued the shares of Class A Common Stock described above in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended for offerings not involving a public offering.
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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 6, 2024 | PURPLE INNOVATION, INC. | |
| By: | /s/ Todd Vogensen | |
| Todd Vogensen | ||
| Chief Financial Officer | ||
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