false
0001643953
0001643953
2026-05-05
2026-05-05
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 5, 2026
Purple Innovation, Inc.
(Exact Name of Registrant as Specified in its
Charter)
| Delaware |
|
001-37523 |
|
47-4078206 |
| (State of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 4100 North Chapel Ridge Rd., Suite 200 |
|
|
| Lehi, Utah |
|
84048 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (801) 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:
| ☐ |
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Class A Common Stock, par value $0.0001 per share |
|
PRPL |
|
The 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).
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 13(a) of the Exchange Act. ☐
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.
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 |
