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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/15/22 Purple Innovation, Inc. 8-K:5,9 12/12/22 11:368K EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 28K 2: EX-3.1 Second Amended and Restated Bylaws HTML 143K 6: R1 Cover HTML 49K 9: XML IDEA XML File -- Filing Summary XML 12K 7: XML XBRL Instance -- ea170264-8k_purpleinno_htm XML 15K 8: EXCEL IDEA Workbook of Financial Reports XLSX 8K 3: EX-101.LAB XBRL Labels -- prpl-20221212_lab XML 96K 4: EX-101.PRE XBRL Presentations -- prpl-20221212_pre XML 64K 5: EX-101.SCH XBRL Schema -- prpl-20221212 XSD 13K 10: JSON XBRL Instance as JSON Data -- MetaLinks 25± 33K 11: ZIP XBRL Zipped Folder -- 0001213900-22-080087-xbrl Zip 52K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i December 12, 2022
(Exact Name of Registrant as Specified in its Charter)
| i Delaware | i 001-37523 | i 47-4078206 | ||
| (State of Incorporation) | (Commission File Number) |
(IRS Employer |
| i 4100 North Chapel Ridge Rd., i Suite 200 | ||
| i Lehi, i Utah | i 84043 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: ( i 801) i 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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| i Class A Common Stock, par value $0.0001 per share | i PRPL | The i 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).
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. ☐
C:
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On December 12, 2022, the Company amended and restated its bylaws in their entirety. The resulting Second Amended and Restated Bylaws are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference.
Changes in the Second Amended and Restated Bylaws include, but are not limited to, clarifying the Board’s authority to postpone, reschedule, or cancel shareholder meetings, clarifying the powers of the Board and chair of shareholder meetings to regulate conduct at such meetings, adding a written questionnaire requirement for stockholder nominations, and adding a requirement that proposed shareholder nominees make themselves available for interviews by the Board upon request. The Second Amended and Restated Bylaws also update provisions relating to adjournment procedures and lists of shareholders entitled to vote at shareholder meetings to reflect recent amendments to the Delaware General Corporation Law and address new universal proxy rules by giving the Company additional flexibility, including by adding a requirement that the Company must disregard proxies for any dissident nominees if the dissident does not timely file its proxy statement and solicit two-thirds of the Company’s shareholders in accordance with universal proxy rules. In addition, the Second Amended and Restated Bylaws make minor conforming changes and updates, including changes in furtherance of gender-neutral terms.
The foregoing summary of the Amended and Restated Bylaws does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.1 to this report and is incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| Exhibit Number |
Description | |
| 3.1 | Second Amended and Restated Bylaws | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
C:
C: 1
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: December 15, 2022 | PURPLE INNOVATION, INC. | |
| By: | /s/ Bennett Nussbaum | |
| Bennett Nussbaum | ||
| Interim Chief Financial Officer | ||
2
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 12/15/22 | None on these Dates | ||
| For Period end: | 12/12/22 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/01/23 Purple Innovation, Inc. 10-K/A 12/31/22 13:1M EdgarAgents LLC/FA 3/22/23 Purple Innovation, Inc. 10-K 12/31/22 114:9.8M EdgarAgents LLC/FA 2/10/23 Purple Innovation, Inc. 424B5 1:844K Donnelley … Solutions/FA 2/08/23 Purple Innovation, Inc. 424B5 1:841K Donnelley … Solutions/FA 1/27/23 Purple Innovation, Inc. S-3/A 2:446K Donnelley … Solutions/FA 12/27/22 Purple Innovation, Inc. S-3 12/23/22 6:1.1M Donnelley … Solutions/FA |