UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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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 | ||
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