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 2, 2022
Purple Innovation, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-37523 | 47-4078206 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 4100 North Chapel Ridge Road, 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 |
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 5.2 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Second Amendment to 2017 Equity Incentive Plan
On June 2, 2022, the Board of Directors (the “Board”) of Purple Innovation, Inc. (the “Company”) approved a second amendment (the “Second Amendment”) to the Company’s 2017 Equity Incentive Plan (the “2017 Plan”) to (i) add subsection (ww) to Section 2 of the 2017 Plan to clarify that “Available Shares” has the meaning given such term in Section 5(a); (ii) amend Section 5(a) of the 2017 Plan to clarify that the term “Available Shares” means the 4,100,000 common shares authorized in Section 5(a); and (iii), subject to the approval of the Company’s shareholders, delete and replace Section 5(f)(i) and (ii) with “(i) for more than 1,500,000 shares in the aggregate or (ii) payable in cash in an amount exceeding $7,500,000 in the aggregate.” The amendment of Section 5(f)(i) and (ii) will not be effective unless and until such amendment is approved by the Company’s shareholders.
The foregoing summary of the Second Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Second Amendment, which is attached as Exhibit 99.1 to this report and is incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| Exhibit | ||
| Number | Description of Exhibit | |
| 99.1 | Second Amendment to Purple Innovation, Inc. 2017 Equity Incentive Plan dated June 2, 2022 | |
| 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: June 3, 2022 | PURPLE INNOVATION, INC. | |
| By: | /s/ Bennett Nussbaum | |
| Bennett Nussbaum | ||
| Interim Chief Financial Officer | ||
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Exhibit 99.1
SECOND AMENDMENT TO pURPLE INNOVATION, INC. 2017 EQUITY INCENTIVE PLAN
The Board of Directors (the “Board”) of Purple Innovation, Inc. (the “Company”) hereby further amends (the “Second Amendment”) the Purple Innovation, Inc. 2017 Equity Incentive Plan (the “Plan”) as follows. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Plan.
WHEREAS, the Company maintains the Plan for itself and its Affiliates, and Section 14(a) of the Plan allows the Company’s Board to amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time, without stockholder approval, except for limited provisions that are not applicable.
WHEREAS, on June 2, 2022, the Board adopted a unanimous written consent authorizing and approving the Plan’s amendment of Section 2 and Section 5(a) of the Plan, to clarify the definition for “Available Shares” as used in Section 5(f) of the Plan, and, subject to shareholder approval, of Section 5(f) of the Plan, to explicitly state a number of shares, rather than “Available Shares,” for the number of shares that may be granted to an individual in a single year, to set that number at 1,500,000 shares and to further set the cash award limit at $7,500,000.
NOW, THEREFORE, the Plan is amended as follows, effective as of the dates set forth herein:
1. Effective June 2, 2022, Section 2 of the Plan is amended by adding a subsection at the end which shall read: “(ww) “Available Shares” has the meaning given such term in Section 5(a).”
2. Effective June 2, 2022, Section 5(a) of the Plan is amended by adding therein “(the “Available Shares”)” so that in its entirety this section reads as follows:
(a) The Committee may, from time to time, grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Bonus Awards and/or Performance Compensation Awards to one or more Eligible Persons. Subject to Section 12 of this Plan, the Committee is authorized to deliver under this Plan an aggregate of 4,100,000 Common Shares (the “Available Shares”). Notwithstanding the foregoing, directors of the Company or an Affiliate who are not employees of the Company or an Affiliate may not be granted Awards denominated in Common Shares that exceed in the aggregate 820,000 Common Shares; provided, that the foregoing limitation shall not apply to any Award made pursuant to an election by a director to receive an Award in lieu of all or a portion of the annual and/or committee retainers and annual meeting fee payable to such director.
3. Effective when approved by the shareholders, Section 5(f)(i) and (ii) of the Plan are deleted and replaced with the following: “(i) for more than 1,500,000 shares in the aggregate or (ii) payable in cash in an amount exceeding $7,500,000 in the aggregate.”
4. No awards allowing issuances of shares, in the aggregate, above 10% of the Available Shares, as clarified herein, or payable in cash above $5,000,000, as allowed pursuant to Section 3 of this Second Amendment, may be granted, and no such grant shall be effective, until shareholder approval of that amendment to the Plan.