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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/14/22 Purple Innovation, Inc. S-8 11/14/22 6:131K EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: S-8 Registration Statement - Securities for an HTML 54K
Employee Benefit Plan
2: EX-5.1 Opinion of Dorsey & Whitney LLP HTML 8K
3: EX-23.1 Consent of Bdo Usa, LLP HTML 5K
6: EX-FILING FEES Filing Fee Table HTML 14K
4: EX-99.1 Offer Letter, Dated as of October 15, 2022, Signed HTML 25K
by Keira Krausz
5: EX-99.2 Performance Share Unit Agreement Between the HTML 24K
Company and Keira Krausz Dated November 11, 2022
| Page | (sequential) | (alphabetic) | ↑Top | ||
|---|---|---|---|---|---|
| 1 | 1st Page – Filing Submission | ||||
| " | Power of Attorney (included with the signatures in Part II of this Registration Statement) | ||||
As filed with the Securities and Exchange Commission on November 11, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Purple Innovation, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 47-4078206 | |
|
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
|
4100 North Chapel Ridge Road, Suite 200 |
84043 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Inducement Performance Stock Unit Grant Agreement
(Full Title of the Plan)
Casey McGarvey
Chief Legal Officer
4100 North Chapel Ridge Road, Suite 200
(Name and Address of Agent For Service)
(801) 756-2600
(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Nolan S. Taylor
David Marx
111 South Main Street, Suite 2100
(801) 933-7360
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |
| 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 7(a)(2)(B) of the Securities Act. ☐
C:
EXPLANATORY NOTE
This Registration Statement on Form S-8 (the “Registration Statement”) is being filed for the purpose of registering 75,7578, shares of the Registrant’s Class A Common Stock, par value $0.0001 per share (“Class A Stock”) issuable under a previously announced inducement performance share unit (“PSU”) grant, dated November 11, 2022.
C:
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with or included in this Registration Statement (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the Commission by the Registrant, pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, are hereby incorporated by reference in, and shall be deemed to be a part of, this Registration Statement:
| ● | The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Commission on March 1, 2022, as amended by the Form 10-K/A filed with the Commission on March 16, 2022. |
| ● | The Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 1, 2022. |
| ● | The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the Commission on May 10, 2022. |
| ● | The Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed with the Commission on August 9, 2022. |
| ● | The Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Commission on November 9, 2022. |
| ● | The Registrant’s Current Reports on Form 8-K filed with the Commission on March 22, 2022, March 24, 2022, March 28, 2022, April 14, 2022, May 3, 2022, May 18, 2022, June 1, 2022, June 3, 2022, August 16, 2022, September 1, 2022 (other than Item 7.01), September 27, 2022 (other than Item 7.01), and October 18, 2022 (other than Item 7.01). |
| ● | The description of the Registrant’s Class A Stock filed as Exhibit 4.6 of the Form 10-K for the fiscal year ended December 31, 2020 filed with the Commission on March 11, 2021, and any amendment or report filed with the Commission for the purpose of updating the description. |
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of the filing of such documents. The Registrant is not, however, incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with the Commission, including any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Under no circumstances will any information furnished under Items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Current Report on Form 8-K expressly provides to the contrary.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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II-1
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent of the Registrant. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaws, agreement, vote of stockholders or disinterested directors or otherwise. The Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide for indemnification of the Company’s directors and officers to the fullest extent permitted by the DGCL.
Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions or (4) for any transaction from which the director derived an improper personal benefit. The Company’s Amended and Restated Certificate of Incorporation provides for such limitation of liability to the fullest extent permitted by the DGCL.
The Company maintains standard policies of insurance under which coverage is provided (1) to the Company’s directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, while acting in their capacity as directors and officers of the Company, and (2) to the Company with respect to payments which may be made by the Company to such officers and directors pursuant to any indemnification provision contained in the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws or otherwise as a matter of law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
| * | Filed herewith. |
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Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Lehi, state of Utah, on November 11, 2022.
| PURPLE INNOVATION, INC. | ||
| By: | /s/ Robert DeMartini | |
| Robert DeMartini | ||
| Chief Executive Officer | ||
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert DeMartini and Bennett Nussbaum and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to the registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Robert DeMartini | Chief Executive Officer and Director | November 11, 2022 | ||
| Robert DeMartini | (Principal Executive Officer) | |||
| /s/ Bennett Nussbaum | Interim Chief Financial Officer | November 11, 2022 | ||
| Bennett Nussbaum | (Principal Financial Officer) | |||
| /s/ George Ulrich | VP Accounting and Financial Reporting | November 11, 2022 | ||
| George Ulrich | (Principal Accounting Officer) | |||
| /s/ Pano Anthos | Director | November 11, 2022 | ||
| Pano Anthos | ||||
| /s/ Gary DiCamillo | Director | November 11, 2022 | ||
| Gary DiCamillo | ||||
| /s/ Adam Gray | Director | November 11, 2022 | ||
| Adam Gray | ||||
| /s/ Claudia Hollingsworth | Director | November 11, 2022 | ||
| Claudia Hollingsworth | ||||
| /s/ Paul Zepf | Director | November 11, 2022 | ||
| Paul Zepf | ||||
| /s/ Dawn Zier | Director | November 11, 2022 | ||
| Dawn Zier | ||||
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| This ‘S-8’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 11/14/22 | |||
| 11/11/22 | ||||
| 11/9/22 | 10-Q, 8-K | |||
| 9/30/22 | 10-Q | |||
| 8/9/22 | 10-Q, 8-K | |||
| 6/30/22 | 10-Q | |||
| 5/10/22 | 10-Q, 8-K | |||
| 4/1/22 | DEF 14A, DEFA14A | |||
| 3/31/22 | 10-Q, 4, 4/A | |||
| 3/16/22 | 10-K/A, S-3 | |||
| 3/1/22 | 10-K, 8-K | |||
| 12/31/21 | 10-K, 10-K/A, 4 | |||
| 3/11/21 | 10-K | |||
| 12/31/20 | 10-K, 10-K/A, 5 | |||
| List all Filings | ||||