Current Report Filing (8-k)
June 29 2021 - 6:38AM
Edgar (US Regulatory)
0001643953
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0001643953
2021-06-29
2021-06-29
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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): June 29, 2021
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.)
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4100
North Chapel Ridge Rd., Suite 200
|
|
|
Lehi,
Utah
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84043
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(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
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|
Trading
Symbol(s)
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Name
of each exchange on which registered
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Class
A Common Stock, par value $0.0001 per share
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PRPL
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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 7.01
REGULATION FD DISCLOSURE
Second
Quarter and Full-Year 2021 Guidance Update
On June 29, 2021, Purple Innovation, Inc. (the “Company”) issued a press release updating its previously issued financial
guidance for the second fiscal quarter ending June 30, 2021, reflecting isolated challenges that negatively impacted net revenue, gross
margin, and adjusted EBITDA. The Company also announced that, due to the revised expectations of results for the quarter ending June 30,
2021, it is withdrawing its previously issued financial guidance for the fiscal year ending December 31, 2021, and previously issued adjusted
EBITDA guidance for the quarter ended June 30, 2021. The Company is evaluating expected results for the second half of 2021 and anticipates
providing revised full year guidance when it reports second quarter 2021 results. A copy of the press release is attached hereto as Exhibit
99.1.
Virtual
Investor and Analyst Session
As
previously announced, the Company will be holding a Virtual Investor and Analyst Session on June 29, 2021, from 1:00 pm ET to approximately
3:30 pm ET. The Company’s presentation materials for the Virtual Investor and Analyst Session are attached hereto as Exhibit 99.2.
The
information provided pursuant to Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for
purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to
be incorporated by reference in any filing under the Securities Act, or the rules and regulations of the SEC thereunder, or the Exchange
Act or the rules and regulations of the SEC thereunder, except as shall be expressly set forth by specific reference in such filing or
document.
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:
June 29, 2021
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PURPLE
INNOVATION, INC.
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|
|
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By:
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/s/
Craig L. Phillips
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Craig
L. Phillips
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Chief
Financial Officer
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2
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