UNITED STATES
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ITEM 3.01 Notice of Delisting or Failure to Satisfy Listing Rules
On May 5, 2026, Purple Innovation, Inc. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as notified by Nasdaq on November 5, 2025, the bid price of the Company’s Class A common stock had closed at less than $1.00 per share over the previous 30 consecutive business days, and, as a result, did not comply with Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”). In accordance with Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until May 4, 2026, to regain compliance with the Minimum Bid Price Requirement. The Company has not regained compliance with the Minimum Bid Price Requirement and is not eligible for a second 180-day remediation period. Accordingly, unless the Company requests an appeal by May 12, 2026, of this determination, Nasdaq has determined that the Company’s securities will be scheduled for delisting from Nasdaq and will be suspended at the opening of business on May 14, 2026, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on Nasdaq (the “Delisting Determination”).
The Company will appeal the Delisting Determination on or before May 12, 2026 by requesting a hearing before the Nasdaq Hearings Panel (the “Panel”). The hearing request is expected to stay the suspension of the Company’s common stock and the filing of the Form 25-NSE pending the Panel’s decision. The Company expects that its common stock will continue to trade on Nasdaq pending the conclusion of the hearing process. While the Company believes it has a plan to comply with listing standards, including by effecting a reverse stock split to regain compliance with Nasdaq’s continued listing requirements, there can be no assurance that a favorable decision from the Panel will be obtained.
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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: May 11, 2026 | PURPLE INNOVATION, INC. | |
| By: | /s/ Robert G. Lucian | |
| Robert G. Lucian | ||
| Chief Financial Officer | ||
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