Purple Innovation (PRPL) Files for Share Offering by Selling Stockholders

Purple Innovation (NASDAQ: PRPL) has filed the following:

This prospectus relates to the resale of 20,000,000 warrants (the “Warrants”) to acquire shares of our Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”) by the selling warrantholders (the “Selling Warrantholders”) named in this prospectus. The Warrants were issued in connection with entering into a Second Amendment, dated January 23, 2024 (the “Second Amendment”), to that certain Term Loan Agreement, dated August 7, 2023 (the “Term Loan Agreement”), and concurrently therewith an Amended and Restated Credit Agreement, dated January 23, 2024 (the “Amended and Restated Credit Agreement”), which amended and restated the Term Loan Agreement, by and among Purple Innovation, Inc., Purple Innovation, LLC (“Purple LLC”), our operating subsidiary, Intellibed, LLC (“Intellibed”), our wholly owned subsidiary, Coliseum Capital Partners, L.P. (“CCP”), Blackwell Partners LLC – Series A (“Blackwell”), Harvest Small Cap Partners Master, Ltd. (“Harvest Master”), Harvest Small Cap Partners, L.P. (“Harvest Partners”), HSCP Strategic IV, L.P. (“HSCP” and together with CCP, Blackwell, Harvest Master and Harvest Partners, the “Lenders”), and Delaware Trust Company, as administrative agent (the “Agent”). The Lenders agreed to assume the rights and obligations of the lenders under the Term Loan Agreement and, pursuant to the Second Amendment and the Amended and Restated Credit Agreement, agreed to refinance existing obligations with a term loan to Purple LLC, and the Company issued to the Lenders Warrants to acquire an aggregate of 20,000,000 shares of our Class A Common Stock, subject to certain adjustments. Each Warrant entitles the holder to acquire one share of our Class A Common Stock at an exercise price of $1.50 per share, subject to adjustment as discussed below.

This prospectus also relates to the resale of 20,000,000 shares of Class A Common Stock issuable upon the exercise of the Warrants by the selling stockholders (the “Selling Stockholders” and, together with the Selling Warrantholders, the “Selling Securityholders”) named in this prospectus.

This prospectus also relates to the issuance by us of 20,000,000 shares of Class A Common Stock upon the exercise by third parties of Warrants that have been resold by the Selling Warrantholders to third parties under this prospectus (the “Resold Warrants”). Each Resold Warrant entitles the holder to purchase one share of our Class A Common Stock at an exercise price of $1.50 per share, subject to adjustment as discussed below

This prospectus also relates to the resale of 51,855,291 shares of Class A Common Stock held by the Selling Stockholders.

We will not receive any proceeds from the sale of shares of Class A Common Stock by the Selling Stockholders or from the sale of Warrants by the Selling Warrantholders pursuant to this prospectus, except with respect to amounts that may be received by us upon the exercise of the Warrants. However, we will pay the expenses associated with the sale of shares of Class A Common Stock and Warrants pursuant to this prospectus as discussed in the section entitled “Use of Proceeds.”

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