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Purple Innovation (PRPL) confronts Nasdaq delisting after $1 bid rule breach

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Purple Innovation, Inc. has received a Nasdaq notice that its Class A common stock no longer meets the $1.00 minimum bid price requirement, after trading below this level for 30 consecutive business days. The company did not regain compliance by May 4, 2026 and is not eligible for a second 180‑day grace period.

Unless Purple Innovation appeals by May 12, 2026, its shares are scheduled for delisting and suspension from Nasdaq at the opening of business on May 14, 2026, followed by a Form 25‑NSE to remove the securities from listing and registration. The company plans to appeal to the Nasdaq Hearings Panel, which is expected to stay any suspension during the hearing process, and is considering a reverse stock split as part of its plan to regain compliance, though there is no assurance of a favorable outcome.

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Insights

Purple Innovation faces Nasdaq delisting risk after failing to meet the $1 bid requirement.

Purple Innovation failed to restore its share price to at least $1.00 for 30 consecutive business days by May 4, 2026, triggering a Nasdaq delisting determination under Listing Rule 5450(a)(1). The company is also ineligible for a second 180‑day remediation period.

Nasdaq plans to suspend trading and file Form 25‑NSE on May 14, 2026 unless an appeal is filed by May 12, 2026. The company will request a hearing, which is expected to keep the stock trading during the process. Management cites a plan that includes a potential reverse stock split to regain compliance, but the outcome of the Nasdaq Hearings Panel review remains uncertain.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Minimum bid price threshold $1.00 per share Nasdaq Listing Rule 5450(a)(1) requirement
Initial noncompliance notice date November 5, 2025 Nasdaq notified company of bid price deficiency
End of 180-day compliance period May 4, 2026 Deadline to regain $1.00 minimum bid compliance
Appeal request deadline May 12, 2026 Last day to request Nasdaq Hearings Panel review
Planned suspension and delisting date May 14, 2026 Scheduled Nasdaq trading suspension and Form 25-NSE filing
Minimum Bid Price Requirement regulatory
"did not comply with Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”)"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
Listing Rule 5450(a)(1) regulatory
"did not comply with Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”)"
Form 25-NSE regulatory
"a Form 25-NSE will be filed with the Securities and Exchange Commission"
Form 25‑NSE is an official filing used to notify the stock exchange that a company’s securities are being removed from trading on that exchange, similar to handing in a key when a shop closes. Investors care because removal ends public trading on that venue, often cutting liquidity and making it harder to buy or sell shares, which can affect a stock’s price and how quickly investors can access cash or exit positions.
Nasdaq Hearings Panel regulatory
"requesting a hearing before the Nasdaq Hearings Panel (the “Panel”)."
A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.
reverse stock split financial
"including by effecting a reverse stock split to regain compliance"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

FAQ

Why did Purple Innovation (PRPL) receive a Nasdaq delisting notice?
Purple Innovation received a Nasdaq delisting notice because its Class A common stock traded below the $1.00 minimum bid price for 30 consecutive business days. The company did not regain compliance by May 4, 2026, violating Nasdaq Listing Rule 5450(a)(1).

When could Purple Innovation (PRPL) be suspended and delisted from Nasdaq?
Nasdaq plans to suspend Purple Innovation’s shares at the opening of business on May 14, 2026, with a Form 25‑NSE to follow, removing the securities from listing and registration, unless the company’s planned appeal changes this outcome.

Is Purple Innovation (PRPL) appealing Nasdaq’s delisting determination?
Yes. Purple Innovation will appeal the Nasdaq delisting determination by requesting a hearing before the Nasdaq Hearings Panel on or before May 12, 2026. This hearing request is expected to stay any trading suspension and Form 25‑NSE filing during the process.

Will Purple Innovation (PRPL) shares continue trading on Nasdaq during the appeal?
Purple Innovation expects its common stock to continue trading on Nasdaq while the appeal is pending. The company states that requesting a hearing before the Nasdaq Hearings Panel is expected to stay both the trading suspension and the Form 25‑NSE filing.

How does Purple Innovation plan to regain compliance with Nasdaq rules?
Purple Innovation believes it has a plan to regain compliance with Nasdaq’s continued listing standards, which includes potentially effecting a reverse stock split. However, the company cautions that there is no assurance the Nasdaq Hearings Panel will issue a favorable decision.

What Nasdaq rule did Purple Innovation (PRPL) fail to meet?
Purple Innovation failed to satisfy Nasdaq Listing Rule 5450(a)(1), known as the Minimum Bid Price Requirement, which requires its Class A common stock to maintain a bid price of at least $1.00 per share for 30 consecutive business days.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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.

 

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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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Source: View Original Filing on SEC EDGAR

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