UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

For Period Ended: December 31, 2022

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

For the Transition Period Ended:

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

PART I-REGISTRANT INFORMATION

PART II-RULE 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

PART III - NARRATIVE

State below in reasonable detail why Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Purple Innovation, Inc. (the “Company”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”). The Company has determined that it is unable to file its Form 10-K within the prescribed time period without unreasonable effort or expense for the reasons set forth below.

Reasons for Delay

The Company has determined that it is unable to file the Form 10-K within the prescribed time period without unreasonable effort or expense because it requires additional time to complete its financial statement preparation and review process. The Company uses a number of SaaS solutions in its financial reporting processes (such as inventory management and point of sales, among others). These service organizations provide annual evaluations over the effectiveness of their control environment, some of which are still outstanding or require additional follow up before the Company can finalize its assessment over internal controls. The Company expects to file its Form 10-K on or before Friday, March 31, 2023, which is within the fifteen-calendar day extension provided by Rule 12b-25. 

Preliminary Financial Results for the Fiscal Year ended December 31, 2022

The Company expects to report revenue of approximately $575.7 million for the fiscal year ended December 31, 2022 compared to revenue of $726.2 million for the fiscal year ended December 31, 2021. The Company expects to report net loss for the fiscal year ended December 31, 2022 of approximately $(89.9) million or $(1.10) per diluted share compared to net income of $3.9 million, or $(0.30) per diluted share for the fiscal year ended December 31, 2021. The foregoing figures are preliminary and unaudited and are prepared in accordance with U.S. generally accepted accounting principles.

The Company does not expect any changes to the preliminary unaudited financial results reported above or to the preliminary financial results previously reported in its earnings release furnished as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on March 16, 2023, however results may be subject to change after the completion of year-end procedures.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification.

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). ☒ Yes ☐ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes  ☐No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company has provided this information under Part III above under “Preliminary Financial Results for the Fiscal Year ended December 31, 2022.”

Purple Innovation, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

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