Purple Innovation Files 8-K with Material Agreements

TL;DR

Purple Innovation (PRPL) filed an 8-K on 6/27, reporting material agreements and corporate changes.

AI Summary

On June 27, 2024, Purple Innovation, Inc. filed an 8-K report detailing a material definitive agreement. The filing also includes amendments to its articles of incorporation or bylaws and financial statements. The company, previously known as Global Partner Acquisition Corp., is incorporated in Delaware and has its principal executive offices in Lehi, Utah.

Why It Matters

This filing indicates significant corporate actions and agreements by Purple Innovation, Inc., which could impact its business operations and financial standing.

Risk Assessment

Risk Level: low — The filing is a standard corporate disclosure and does not immediately suggest significant new risks.

Key Players & Entities

• Purple Innovation, Inc. (company) — Registrant
• Global Partner Acquisition Corp. (company) — Former Company Name
• June 27, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• Lehi, Utah (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share PRPL The NASDAQ Stock Mar
• $2.75 — of the Company at an exercise price of $2.75 per Right, subject to adjustment. Each
• $238 million — Company's ability to use its estimated $238 million of net operating losses ("NOLs") to red
• $5.50 — purchase Preferred Stock equivalent to $5.50 worth of Class A Common Stock for $2.75
• $1.00 — vidend payments equal to the greater of $1.00 per share or 1,000 times the amount of
• $1,000 — l entitle the holder thereof to receive $1,000 plus accrued and unpaid dividends per s

Filing Documents

• ea0208641-8k_purple.htm (8-K) — 50KB
• ea020864101ex3-1_purple.htm (EX-3.1) — 29KB
• ea020864101ex4-1_purple.htm (EX-4.1) — 333KB
• ea020864101ex4-2_purple.htm (EX-4.2) — 54KB
• 0001213900-24-056855.txt ( ) — 741KB
• prpl-20240627.xsd (EX-101.SCH) — 3KB
• prpl-20240627_lab.xml (EX-101.LAB) — 33KB
• prpl-20240627_pre.xml (EX-101.PRE) — 22KB
• ea0208641-8k_purple_htm.xml (XML) — 4KB

01 Entry into a Material

ITEM 1.01 Entry into a Material Definitive Agreement . On June 27, 2024, the Board of Directors (the "Board") of Purple Innovation, Inc. (the "Company") entered into a rights agreement and declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), and Class B common stock, par value $0.0001 per share (together with the Class A Common Stock, the "Common Stock"), to stockholders of record at the close of business on July 26, 2024 (the "Record Date"). Each Right entitles its holder, subject to the terms of the NOL Rights Plan (as defined below), to purchase from the Company one one-thousandth of a share of Series C Junior Participating Preferred Stock, par value $0.0001 per share ("Preferred Stock"), of the Company at an exercise price of $2.75 per Right, subject to adjustment. Each one one-thousandth of a share of Preferred Stock will constitute the economic equivalent of one share of Common Stock. The description and terms of the Rights are set forth in a stockholder rights agreement, dated as of June 27, 2024 (the "NOL Rights Plan"), between the Company and Pacific Stock Transfer Company, as rights agent (and any successor rights agent, the "Rights Agent"). The Board approved the NOL Rights Plan in an effort to protect stockholder value by attempting to protect the Company's ability to use its estimated $238 million of net operating losses ("NOLs") to reduce potential future federal income tax obligations from becoming substantially limited by future ownership of Common Stock. The Rights . The Rights will attach to any shares of Common Stock that are outstanding on the Record Date and that become outstanding after the Record Date and prior to the earlier of the Distribution Time (as defined below) and the Expiration Time (as defined below), and in certain other circumstances described in the NOL Rights Plan. Until the Distribution Time, the Right

03. Amendments to

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the adoption of the NOL Rights Plan described in Item 1.01 of this Current Report, the Board approved a Certificate of Designation of Preferred Stock, which designates the rights, preferences and privileges of 300,000 shares of a series of the Company's Series C Junior Participating Preferred Stock, par value $0.0001 per share, designated as Preferred Stock. The information set forth in Item 1.01 of this Current Report is incorporated into this Item 5.03 by reference. The Certificate of Designation was filed with the Delaware Secretary of State and became effective on June 28, 2024. A copy of the Certificate of Designation has been filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference. On June 27, 2024, the Board adopted, and recommended that the Company's stockholders approve, an amendment to the Company's Certificate of Incorporation (an "NOL Charter Amendment") that adds an additional layer of protection of its NOLs until June 30, 2025. The NOL Charter Amendment voids any transfer of Common Stock that results in a stockholder acquiring beyond a 4.9% ownership percentage threshold (or, if a stockholder has beneficial ownership of in excess of 4.9%, then the ownership percentage that is one-half of one percentage point greater than their current beneficial ownership percentage). In the event of a prohibited transfer, the NOL Charter Amendment requires the transferee to transfer any shares in excess of the 4.9% threshold (or higher threshold if the stockholder has beneficial ownership of in excess of 4.9%) (including any dividends or distributions paid in respect to such excess shares) to the Company's transfer agent, who is then required to sell such excess shares in an arm's-length transaction that would not constitute a violation pursuant to the NOL Charter Amendment. Additionally, the NOL Charter Amendment contains a provision

01 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits. Exhibit Number Description 3.1 Certificate of Designation of the Preferred Stock of the Company, dated June 28, 2024 4.1 Stockholder Rights Agreement, dated June 27, 2024, between Purple Innovation, Inc. and Pacific Stock Transfer Company 4.2 Proposed First Amendment to the Second Amended and Restated Certificate of Incorporation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4 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 28, 2024 PURPLE INNOVATION, INC. By: /s/ Tricia S. McDermott Tricia S. McDermott Chief Legal Officer, Secretary 5