PURPLE INNOVATION, INC. (Exact Name of Registrant As Specified in Its Charter)
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Table of Contents As filed with the Securities and Exchange Commission on May 12, 2020 Registration No. 333-237045 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PURPLE INNOVATION, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 47-4078206 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 4100 North Chapel Ridge Road, Suite 200 Lehi, Utah 84043 (801) 756-2600 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) Casey McGarvey Chief Legal Officer Purple Innovation, Inc. 4100 North Chapel Ridge Road, Suite 200 Lehi, Utah 84043 (801) 756-2600 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Copies to: Nolan S. Taylor Tad J. Freese David F. Marx Brian D. Paulson Dorsey & Whitney LLP Latham & Watkins 111 S. Main Street, 21st Floor 140 Scott Drive Salt Lake City, Utah 84111 Menlo Park, California 94025 (801) 933-7360 (650) 328-4600 Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐ If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. ☐ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐ If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large accelerated filer ☐ Smaller reporting company ☒ Accelerated Filer ☐ Emerging growth company ☒ Non-accelerated filer ☒ 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 7(a)(2)(B) of the Securities Act. ☐ CALCULATION OF REGISTRATION FEE Amount Proposed Maximum Proposed Maximum Title of Each Class of to be Offering Price Aggregate Amount of Securities to be Registered Registered Per Share (3) Offering Price (3) Registration Fee (4) Class A Common Stock, par value $0.0001 per share (1)(2) 10,350,000 $10.438 $108,033,300.00 $14,022.72 (1) This registration statement includes shares of Class A Common Stock of Purple Innovation, Inc. issuable upon exchange of an equivalent number of Class B Units (together with an equal number of shares of our Class B Common Stock) of Purple Innovation, LLC registered for resale by the Selling Stockholder named in this registration statement. Pursuant to Rule 416 under the Securities Act of 1933, as amended, the registrant is also registering an indeterminate number of additional shares of Class A Common Stock issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction. (2) Includes additional shares of Class A Common Stock that the underwriters have the option to purchase to cover overallotments, if any. (3) Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price is $10.438, which is the average of the high and low prices of the Class A Common Stock on May 5, 2020, on the NASDAQ Capital Market. (4) The registrant previously paid the filing fee with the initial filing of this registration statement. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION DATED May 12, 2020 PROSPECTUS PURPLE INNOVATION, INC. 9,000,000 Shares of Class A Common Stock The information included or incorporated by reference in this prospectus relates to the resale of 9,000,000 shares of our Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), by the selling stockholder (the “Selling Stockholder”) named in this prospectus. See “Selling Stockholder.” The shares of Class A Common Stock included in this offering are issuable upon the exchange (an “Exchange”) of shares of our Class B Common Stock (the “Class B Common Stock”), together with an equal number of Class B common units (the “Class B Units” and one share of Class B Common Stock together with one Class B Unit, a “Paired Security”) of Purple Innovation, LLC (“Purple LLC”), our consolidated subsidiary, pursuant to the Selling Stockholder’s rights under that certain Exchange Agreement (the “Exchange Agreement”) dated February 2, 2018 by and among the Company, Purple LLC and the Selling Stockholder. In connection with each Exchange, Purple LLC will cancel the delivered Paired Securities and issue to us Class A common units (the “Class A Units”) on a one-for-one basis, which will consequently increase our percentage ownership interest in Purple LLC. See “Description of Capital Stock” for a detailed description of the right to Exchange. We will not receive any proceeds from the sale of shares of Class A Common Stock by the Selling Stockholder pursuant to this prospectus or from any issuance of our Class A Common Stock to the Selling Stockholder upon an Exchange. However, we have agreed to pay certain expenses associated with the registration and sale of shares pursuant to this prospectus. We provide more information about how the Selling Stockholder will sell the shares of Class A Common Stock in the section entitled “Underwriting.” Our Class A Common Stock is traded on the NASDAQ Capital Market (“NASDAQ”) under the symbol “PRPL.” On May 11, 2020, the last reported sales price of the Class A Common Stock was $12.99 per share. The underwriters have an option to purchase a maximum of 1,350,000 additional shares of our Class A Common Stock from the Selling Stockholder, including 1,350,000 shares of Class A Common Stock issuable upon the exchange of Paired Securities by the Selling Stockholder. We will not receive any of the proceeds from the exercise of the underwriters’ option to purchase additional shares. An investment in our securities involves risks. See “Risk Factors” beginning on page 11 of this prospectus, page 10 of our Annual Report on Form 10-K for the year ended December 31, 2019, and any updates to those risk factors or new risk factors contained in our subsequent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, all of which we incorporate by reference herein. Per share Total Public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds to selling stockholders, before expenses $ $ (1) See “Underwriting” beginning on page 97 for additional information regarding compensation payable to the underwriters. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”) and are subject to reduced public company reporting requirements. See “Risk Factors—We are an emerging growth company, and the reduced reporting requirements applicable to emerging growth companies may make our Class A Common Stock less attractive to investors.” Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. BofA Securities Oppenheimer & Co. The date of this prospectus is , 2020. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUS ii SUMMARY 1 RISK FACTORS 11 FORWARD-LOOKING STATEMENTS 51 INDUSTRY AND MARKET DATA 52 USE OF PROCEEDS 53 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 54 BUSINESS 69 SELLING STOCKHOLDER 81 MATERIAL U.S.