Form 8-K
8-K — Purple Innovation, Inc.
Accession: 0001213900-26-078509
Filed: 2026-07-16
Period: 2026-07-16
CIK: 0001643953
SIC: 2510 (HOUSEHOLD FURNITURE)
Item: Material Modifications to Rights of Security Holders
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Financial Statements and Exhibits
Documents
8-K — ea0297724-8k_purple.htm (Primary)
EX-3.1 — CERTIFICATE OF AMENDMENT TO SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (ea029772401ex3-1.htm)
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8-K — CURRENT REPORT
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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):
July 16, 2026
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.)
4100 North Chapel Ridge Rd., Suite 200
Lehi, Utah
84043
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including
area code: (801) 756-2600
N/A
(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-commencement 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 3.03 - Material Modification to Rights of Security Holders
As previously disclosed, on July 2, 2026, at a
Special Meeting of Stockholders of Purple Innovation, Inc. (the “Company”), the Company’s stockholders approved the
implementation of a reverse stock split at a ratio of not less than 1-for-10 and not greater than 1-for-30 with such reverse stock split
to be effected at such time and date, as determined by the Company’s board of directors in its sole discretion (the “Reverse
Stock Split”) and a form of certificate of amendment to the Company’s Second Amended and Restated Certificate of Incorporation
(the “Certificate of Amendment”) to effect the Reverse Stock Split.
On July 7, 2026, the Company’s board of directors
approved the implementation of the Reverse Stock Split at a ratio of 1-for-25 and on July 16, 2026, the Company filed the Certificate
of Amendment with the Secretary of State of the State of Delaware, which will be effective at 11:59 pm Eastern Time on July 19, 2026.
The Company’s shares of common stock, par value $0.0001 per share, will begin trading on a split-adjusted basis on the Nasdaq Global
Select Market commencing upon market open on July 20, 2026. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and
is incorporated herein by reference. This discussion is qualified in its entirety by reference to the full text of the Certificate of
Amendment.
As a result of the Reverse Stock Split, every twenty-five (25) shares of the Company’s issued and outstanding Class A and Class
B common stock will be automatically combined and converted into one (1) issued and outstanding share of Class A or Class B common stock,
as applicable. The Reverse Stock Split will affect all of the Company’s stockholders uniformly and, except for adjustments resulting
from the treatment of fractional shares, will not affect any stockholder’s percentage ownership interests in the Company. The Company
will not issue any fractional shares in connection with the Reverse Stock Split. Instead, the number of shares will be rounded up to the
next whole number. The Reverse Stock Split will not modify the rights or preferences of the common stock.
Immediately after the Reverse Stock Split becomes effective, there will be approximately 4,353,026 shares of Class A common stock and
6,522 shares of Class B common stock issued and outstanding. The Class A common stock will trade under a new CUSIP number, 74640Y304,
effective July 20, 2026, and continue to trade under the symbol “PRPL.” All warrants, stock options, and other securities
of the Company outstanding immediately prior to the Reverse Stock Split will be proportionally adjusted, in accordance with their terms.
The Company has appointed its transfer agent,
Pacific Stock Transfer Company, to act as exchange agent for the Reverse Stock Split. Stockholders owning shares via a bank, broker or
other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split and will not be required to take further
action in connection with the Reverse Stock Split, subject to brokers’ particular processes.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The information set forth in Item 3.03 of this
Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
3.1
Certificate of Amendment to Second Amended and Restated Certificate of Incorporation
104
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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: July 16, 2026
PURPLE INNOVATION, INC.
By:
/s/ Bob Lucian
Bob Lucian
Chief Financial Officer
2
EX-3.1 — CERTIFICATE OF AMENDMENT TO SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
EX-3.1
Filename: ea029772401ex3-1.htm · Sequence: 2
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION OF PURPLE INNOVATION, INC.
Purple Innovation, Inc., a
corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),
does hereby certify as follows:
FIRST:
That, at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted recommending and declaring advisable that the Second Amended and Restated Certificate of Incorporation of the Corporation be amended and that such amendments be submitted to the stockholders of the Corporation for their consideration, as follows:
RESOLVED, that Section 4.1
of Article IV of the Second Amended and Restated Certificate of Incorporation of the Corporation, as amended and/or restated to date,
be amended and restated in its entirety to read as follows:
“Section 4.1 Authorized
Stock. The total number of shares of all classes of capital stock which the Corporation is authorized to issue is Three Hundred and Five
Million (305,000,000) shares, consisting of (a) Two Hundred and Ten Million (210,000,000) shares of class A common stock, par
value $0.0001 per share (the “Class A Common Stock”), (b) Ninety Million (90,000,000) shares of class B common stock,
par value $0.0001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common
Stock”) and (c) Five Million (5,000,000) shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”).
Subject to the rights of the holders of any one or more series of Preferred Stock then outstanding, the number of authorized shares of
any of the Class A Common Stock, Class B Common Stock or Preferred Stock may be increased or decreased, in each case by the
affirmative vote of the holders of a majority in voting power of the stock of the Corporation entitled to vote thereon irrespective of
the provisions of Section 242(b)(2) of the General Corporation Law, and no vote of the holders of any of the Class A Common
Stock, Class B Common Stock or Preferred Stock voting separately as a class will be required therefor. Notwithstanding the foregoing,
the number of authorized shares of any particular class may not be decreased below the number of shares of such class then outstanding
plus, in the case of Class A Common Stock, the number of shares of Class A Common Stock issuable in connection with (i) the
exchange of Class B Common Stock and Class B Units (as defined in Article XI) pursuant to the Exchange Agreement (as
defined in Article XI) and (ii) the exercise of outstanding options, warrants, exchange rights, conversion rights or similar
rights for Class A Common Stock.
Effective at 11:59 pm
Eastern Time on July 19 , 2026 (the “Reverse Stock Split Effective Time”), a one-for-twenty-five reverse
stock split of the Corporation’s Class A Common Stock and Class B Common Stock shall become effective, pursuant to which:
(i) each twenty-five shares of Class A Common Stock outstanding and held of record by each stockholder of the Corporation
(including treasury shares) immediately prior to the Reverse Stock Split Effective Time shall be reclassified and combined into one (1) validly
issued, fully paid and nonassessable share of Class A Common Stock automatically and without any action by the holder thereof upon
the Reverse Stock Split Effective Time and shall represent one share of Class A Common Stock from and after the Reverse Stock Split
Effective Time, and (ii) each twenty-five shares of Class B Common Stock outstanding and held of record by each stockholder
of the Corporation (including treasury shares) immediately prior to the Reverse Stock Split Effective Time shall be reclassified and combined
into one (1) validly issued, fully paid and nonassessable share of Class B Common Stock automatically and without any action
by the holder thereof upon the Reverse Stock Split Effective Time and shall represent one share of Class B Common Stock from and
after the Reverse Stock Split Effective Time (such reclassification and combination of shares, the “Reverse Stock Split”).
No fractional shares of Class A Common Stock or Class B Common Stock will be issued in connection with the Reverse Stock Split.
Any fractional shares of Class A Common Stock or Class B Common Stock that would otherwise be issuable as a result of the Reverse
Stock Split will be rounded up to the nearest whole share; provided, that where shares are held in certificated form, the surrender of
a stockholder’s Old Certificates (as defined below) will be required. Each certificate that immediately prior to the Effective Time
represented shares of Common Stock (“Old Certificates”) shall thereafter represent that number of shares of Common Stock into
which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the treatment of fractional share
interests as described above.”
SECOND:
That, at a special meeting of stockholders of the Corporation, the aforesaid amendment was duly adopted by the stockholders of the Corporation.
THIRD:
That, the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation
has caused this Certificate of Amendment to be signed by its Chief Executive Officer on this 16th day of July, 2026.
PURPLE INNOVATION, INC.
By:
/s/ Robert DeMartini
Robert DeMartini
Chief Executive Officer
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