ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 9, 2020, Purple Innovation, Inc., a Delaware corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., as underwriter, and the selling stockholder listed in Schedule B thereto (the “Selling Stockholder”), relating to an underwritten secondary public offering of 13,600,000 shares of Class A common stock of the Company, par value $0.0001 (including 1,773,913 shares subject to the option granted by the Selling Stockholder to the Underwriter) (the “Shares”), being sold by the Selling Stockholder (the “Offering”). The Selling Stockholder is InnoHold, LLC, an entity controlled by Tony Pearce and Terry Pearce. The Company will not receive any proceeds from the Offering.
The Underwriting Agreement contains customary representations, warranties, and covenants of the Company and the Selling Stockholder and also provides for customary indemnification by each of the Company, the Selling Stockholder and the Underwriters against certain liabilities. The Selling Stockholder and the Company and its executive officers and directors, other than John Legg, Casey McGarvey, Verdi White, and Paul Zepf, have agreed not to sell or transfer any securities of the Company held by them for a period of 60 days from September 9, 2020, subject to limited exceptions.
The Offering is made pursuant to a registration statement on Form S-3 (File No. 333-248507) (including a prospectus) filed with the Securities and Exchange Commission (the “SEC”), which was declared effective by the SEC on September 9, 2020 (as amended, the “Registration Statement”), and the prospectus included in the Registration Statement, and the final prospectus filed with the SEC on September 11, 2020. The Offering is expected to close on or about September 14, 2020, subject to 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.
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 and the Selling Stockholders 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 9, 2020 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 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.
