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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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).
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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 5.2 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Second Amendment to 2017 Equity Incentive Plan
On June 2, 2022, the Board of Directors (the “Board”) of Purple Innovation, Inc. (the “Company”) approved a second amendment (the “Second Amendment”) to the Company’s 2017 Equity Incentive Plan (the “2017 Plan”) to (i) add subsection (ww) to Section 2 of the 2017 Plan to clarify that “Available Shares” has the meaning given such term in Section 5(a); (ii) amend Section 5(a) of the 2017 Plan to clarify that the term “Available Shares” means the 4,100,000 common shares authorized in Section 5(a); and (iii), subject to the approval of the Company’s shareholders, delete and replace Section 5(f)(i) and (ii) with “(i) for more than 1,500,000 shares in the aggregate or (ii) payable in cash in an amount exceeding $7,500,000 in the aggregate.” The amendment of Section 5(f)(i) and (ii) will not be effective unless and until such amendment is approved by the Company’s shareholders.
The foregoing summary of the Second Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Second Amendment, which is attached as Exhibit 99.1 to this report and is incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| Exhibit | ||
| Number | Description of Exhibit | |
| 99.1 | Second Amendment to Purple Innovation, Inc. 2017 Equity Incentive Plan dated June 2, 2022 | |
| 104 | Cover Page Interactive Data File (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: June 3, 2022 | PURPLE INNOVATION, INC. | |
| By: | /s/ Bennett Nussbaum | |
| Bennett Nussbaum | ||
| Interim Chief Financial Officer | ||
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