What changed in this filing

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Item 5. Other Information

2023-11-15 compared with 2023-08-09 · 37 added, 196 removed, 22 unchanged (91% of the section changed)

OTHER INFORMATION

10b5-1 Trading Plans

the second quarter of 2023, none of our directors or executive officers adopted or terminated any “Rule 10b5-1

Trading Plans

the third quarter of 2023, none of our directors or executive officers adopted or terminated any “Rule 10b5-1

trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Regulation

Credit Agreement

August 7, 2023, the Loan Parties entered into the Term Loan Credit Agreement with the Term Loan Lenders and the Term Loan Agent and consummated

the transactions contemplated thereby (the “Callodine Closing”).

In connection with the Callodine Closing, the Loan Parties

also entered a Term Loan Pledge and Security Agreement as described in greater detail below.

The Company is the sole managing member of

Intellibed is a wholly owned subsidiary of Purple LLC.

On August 7, 2023, the Loan

Parties also entered into the ABL Credit Agreement with the ABL Lenders the ABL Agent), Swing Line Lender and Letter of Credit Issuer

and consummated the transactions contemplated thereby (the “BMO Closing”).

In connection with the BMO Closing, the Loan Parties

also entered an ABL Pledge and Security Agreement as described in greater detail below.

All defined terms used herein

and not otherwise defined herein shall have the meanings set forth in the Term Loan Credit Agreement and the ABL Credit Agreement, as

The Company and Intellibed are guarantors under the Term Loan Credit Agreement and the ABL Credit Agreement.

Term Loan Credit Agreement

and Term Loan Pledge and Security Agreement

The Term Loan Credit Agreement

provides for up to $25 million of term loans, with up to $5 million of incremental Term Loans, subject to certain conditions.

from the term loan, which were fully drawn at closing, will be used for general corporate purposes.

The borrowing rates under

the Term Loan Credit Agreement will be based SOFR, plus a credit spread adjustment of 0.15% per annum, plus 8.5% per annum, with a SOFR

floor of 2.0% per annum.

The Term Loans will be repaid

at the earlier of (a) a three-year amortization schedule ending on August 7, 2026 or (b) the payment in full of the ABL Credit Agreement.

The Term Loans may be prepaid in whole or in part at any time, but subject to a prepayment premium.

There may also be mandatory prepayment

obligations based on certain asset dispositions, casualty events and extraordinary receipts.

Once repaid, no portion of the Term Loans

may be reborrowed.

Pursuant to a Pledge and Security

Agreement (the “Term Loan Pledge and Security Agreement”), the Loan Parties’ obligations under the Term Loan Credit

Agreement are secured by a perfected second-priority security interest in the cash, inventory and accounts receivable of the Loan Parties,

and a perfected first-priority security interest in substantially all of other assets of the Loan Parties, including, without limitation,

the intellectual property and equipment of the Loan Parties, subject to certain exceptions.

The Term Loan Credit Agreement

provides for customary events of default such as for non-payment and failure to perform or observe covenants.

The Term Loan Credit Agreement

contains customary indemnifications benefiting the Term Loan Agent and the Term Loan Lenders.

The Term Loan Credit Agreement

also contains representations, warranties and certain covenants of the Loan Parties.

While any amounts are outstanding under the Term

Loan Credit Agreement, the Loan Parties are subject to a number of affirmative and negative covenants, including covenants regarding dispositions

of property, investments, forming or acquiring subsidiaries, business combinations or acquisitions, incurrence of additional indebtedness,

and transactions with affiliates, among other customary covenants, each of which are subject to certain exceptions.

In particular, the

Loan Parties are (i) restricted from incurring additional debt, subject to limited exceptions, as set forth in the Term Loan Credit Agreement,

and (ii) required to maintain a minimum revolving loan availability under the ABL Credit Agreement.

Each Loan Party is also restricted

from paying dividends or making other distributions or payments on its respective capital stock, subject to limited exceptions.

Loan Parties fail to perform their obligations under these and other covenants, or should any event of default occur, the Term Loans under

the Term Loan, together with accrued interest, under the Term Loan Credit Agreement could be declared immediately due and payable.

The representations, warranties

and covenants contained in the Term Loan Credit Agreement are made only for purposes of the Term Loan Credit Agreement and as of specific

are solely for the benefit of the parties to the Term Loan Credit Agreement;

and may be subject to limitations agreed upon by the

parties, including being qualified by confidential disclosures made by each contracting party to the other for the purposes of allocating

contractual risk between them that differ from those applicable to investors.

Investors should not rely on the representations, warranties

and covenants or any description thereof as characterizations of the actual state of facts or condition of any Loan Party, or the Term

Loan Lenders, the Term Loan Agent or any of their respective subsidiaries, affiliates, businesses, or stockholders.

Moreover, information

concerning the subject matter of the representations, warranties and covenants may change after the date of the Term Loan Credit Agreement,

which subsequent information may or may not be fully reflected in public disclosures of the Company or statements by any Loan Party, the

Term Loan Agent or the Term Loan Lenders.

Accordingly, investors should read the representations and warranties in the Term Loan Credit

Agreement not in isolation but only in conjunction with the other information about the Loan Parties, the Term Loan Agent or the Term

Loan Lenders and their respective subsidiaries that the respective companies include in reports, statements and other filings made with

The foregoing descriptions

of the Term Loan Credit Agreement and the Term Loan Pledge and Security Agreement do not purport to be complete and are qualified in their

entirety by reference to the Term Loan Credit Agreement and the Term Loan Pledge and Security Agreement, which are attached as Exhibit

10.8 and Exhibit 10.9, respectively, to this report and are incorporated by reference herein.

ABL Credit Agreement

and ABL Pledge and Security Agreement

The ABL Credit Agreement provides

for up to $50 million of revolving loans (with subfacilities for Swing Line Loans and the issuance of Letters of Credit), with incremental

ABL Loans available up to $20 million, subject to certain conditions.

No funds were drawn under the ABL Credit Agreement at closing.

Company anticipates that any funds drawn from under the ABL Credit Agreement will be used to finance Permitted Acquisitions and for working

capital, capital expenditures and other general corporate purposes.

Outstanding principal and accrued interest on the ABL Loans shall

be repaid on August 7, 2026.

The borrowing rates under

the ABL Credit Agreement will accrue on a three-tiered grid based on revolving availability, ranging from (i) SOFR, plus a credit spread

adjustment of 0.10% per annum, plus 2.75% per annum to (ii) SOFR, plus a credit spread adjustment of 0.10% per annum, plus 3.25% per annum,

with a SOFR floor of 0% per annum.

The ABL Loans under the ABL

Credit Agreement may be prepaid in whole or in part at any time without premium or penalty, subject to reimbursement of certain costs.

There may be mandatory prepayment obligations based on certain asset dispositions, casualty events, equity issuances and extraordinary

Pursuant to a Pledge and Security

Agreement (the “ABL Pledge and Security Agreement”), the Loan Parties’ obligations under the ABL Credit Agreement are

secured by a perfected first-priority security interest in the cash, inventory and accounts receivable of the Loan Parties, and a perfected

second-priority security interest in substantially all of the other assets of the Loan Parties, subject to certain exceptions.

The ABL Credit Agreement provides

for customary events of default such as non-payment and failure to perform or observe covenants.

The ABL Credit Agreement contains customary

indemnifications benefitting the ABL Agent and the ABL Lenders.

The ABL Credit Agreement also

contains representations, warranties and certain covenants of the Loan Parties.

The Loan Parties are subject to affirmative and negative

covenants, including covenants regarding dispositions of property, investments, forming or acquiring subsidiaries, business combinations

or acquisitions, incurrence of additional indebtedness, and transactions with affiliates, among other customary covenants, in each case,

subject to certain exceptions.

In particular, the Loan Parties are (i) restricted from incurring additional debt, subject to limited exceptions,

as set forth in the ABL Credit Agreement, (ii) if revolving availability under the ABL Credit Agreement is less than a specified amount,

required to maintain a minimum Consolidated Fixed Charge Coverage Ratio (as defined in the ABL Credit Agreement), and (iii) required to

maintain a specified minimum revolving availability.

Each Loan Party is also restricted from paying dividends or making other distributions

or payments on its respective capital stock, subject to limited exceptions.

If the Loan Parties fail to perform their obligations under

these and other covenants, or should any event of default occur, the revolving loan commitments under the ABL Credit Agreement may be

terminated and any outstanding ABL Loans and Swing Lien Loans, together with accrued interest, under the ABL Credit Agreement could be

declared immediately due and payable and any outstanding Letters of Credit may be required to be cash collateralized.

The representations, warranties

and covenants contained in the ABL Credit Agreement are made only for purposes of the ABL Credit Agreement and as of specific dates;

solely for the benefit of the parties to the ABL Credit Agreement;

and may be subject to limitations agreed upon by the parties, including

being qualified by confidential disclosures made by each contracting party to the other for the purposes of allocating contractual risk

between them that differ from those applicable to investors.

Investors should not rely on the representations, warranties and covenants

or any description thereof as characterizations of the actual state of facts or condition of any Loan Party, the ABL Agent or the ABL

Lenders or any of their respective subsidiaries, affiliates, businesses or stockholders.

Moreover, information concerning the subject

matter of the representations, warranties and covenants may change after the date of the ABL Credit Agreement, which subsequent information

may or may not be fully reflected in public disclosures of the Loan Parties or statements by any Loan Party, the ABL Agent or the ABL

Accordingly, investors should read the representations and warranties in the ABL Credit Agreement not in isolation but only in

conjunction with the other information about the Loan Parties, the ABL Agent or the ABL Lenders and their respective subsidiaries that

the respective companies include in reports, statements and other filings made with the SEC.

The foregoing descriptions

of the ABL Credit Agreement and ABL Pledge and Security Agreement do not purport to be complete and are qualified in their entirety by

reference to the ABL Credit Agreement and the ABL Pledge and Security Agreement, which are attached as Exhibits 10.10 and Exhibit 10.11,

respectively, to this report and are incorporated by reference herein.

Termination of

the 2020 Credit Agreement

In connection with the Company’s

execution of the Term Loan Agreement and ABL Credit Agreement, the Company terminated its 2020 Credit Agreement.

The Company had no outstanding

borrowings under the term loan or the revolving line of credit at the time of termination.

The termination was accounted for as an extinguishment

of debt and $3.1 million of unamortized debt issuance costs related to the 2020 Credit Agreement will be recorded as a loss on extinguishment

of debt in the third quarter of 2023.

Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q (File No.

001-37523) filed with the SEC on November 6, 2019)

Certificate of Designation of the Preferred Stock of the Company, dated September 26, 2022 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No.

001-37523) filed with the SEC on September 27, 2022).

Certificate of Designation of Proportional Representation Preferred Linked Stock of the Company, dated February 14, 2023 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No.

001-37523) filed with the SEC on February 14, 2023).

Certificate of Elimination of the Series A Junior Participating Preferred Stock, dated April 27, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

001-37523) filed April 27, 2023)

Certificate of Elimination of the Proportional Representation Preferred Linked Stock, dated April 27, 2023 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No.

001-37523) filed April 27, 2023)

Third Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

001-37523) filed April 21, 2023)

First Amendment to Stockholder Rights Agreement, dated April 27, 2023, by and between Purple Innovation, Inc.

and Pacific Stock Transfer Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

001-37523) filed April 27, 2023)

Cooperation Agreement between Purple Innovation, Inc.

and Coliseum Capital Management, LLC, dated April 19, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-37523) filed April 21, 2023)

Memorandum of Understanding dated April 11, 2013 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No.

001-37523) filed on April 13, 2023).

Purple Innovation, Inc.

2023 Short-Term Cash Incentive Plan, dated as of April 13, 2023 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No.

001-37523) filed on April 19, 2023).

Form of Restricted Share Unit Agreement (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K (File No.

001-37523) filed on April 19, 2023).

Form of Performance-Based Share Unit Agreement (incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K (File No.

001-37523) filed on April 19, 2023).

Sixth Amendment to the 2020 Credit Agreement dated May 10, 2023 by and among Purple Innovation, LLC, Purple Innovation, Inc., Intellibed, LLC and KeyBank National Association (incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q (File No.

001-37523) filed on May 10, 2023).

Purple Innovation, Inc.

Amended and Restated 2017 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the S-8 (File No.

333-272712) filed with the SEC on June 16, 2023).

Term Loan Credit Agreement dated as of August 7, 2023 between and among Purple Innovation, LLC, Purple Innovation, Inc., Intellibed, LLC, the Term Loan Agent and the Term Loan Lenders.

Term Loan Pledge and Security Agreement dated as of August 7, 2023

ABL Credit Agreement dated as of August 7, 2023 between and among Purple Innovation, LLC, Purple Innovation, Inc., Intellibed, LLC, the ABL Agent, the Swing Line Lender, the Letter of Credit Issuer and the ABL Lenders.

ABL Pledge and Security Agreement dated as of August 7, 2023.

Form of Restricted Share Unit Agreement pursuant to the Purple Innovation, Inc.

2017 Incentive Plan (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed April 19, 2023)

Offer Letter Entered into between Purple Innovation, LLC and Todd E.

Vogensen dated September 19, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-37523) filed on September 21, 2023)

First Amendment to Credit Agreement and Limited Waiver,

dated November 6, 2023, between and among Purple Innovation, LLC, Purple Innovation, Inc., Intellibed, LLC, the ABL Lenders, the ABL

Agent, the Swing Line Lender, and the Letter of Credit Issuer (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

filed on November 9, 2023).

First Amendment to Term Loan Credit Agreement and Limited

Waiver, dated November 6, 2023, between and among Purple Innovation, LLC, Purple Innovation, Inc., Intellibed, LLC,, the Term Loan

Agent, and the Term Loan Lenders (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

filed on November 9, 2023).

Term Loan Credit Agreement dated as of August 7, 2023 between and among Purple Innovation, LLC, Purple Innovation, Inc., Intellibed, LLC, the Term Loan Agent and the Term Loan Lenders (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q (File No.

001-37523) filed on August 9, 2023).

Term Loan Pledge and Security

Agreement dated as of August 7, 2023 (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q

001-37523) filed on August 9, 2023)

ABL Credit Agreement dated

as of August 7, 2023 between and among Purple Innovation, LLC, Purple Innovation, Inc., Intellibed, LLC, the ABL Agent, the Swing

Line Lender, the Letter of Credit Issuer and the ABL Lenders (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly

Report on Form 10-Q (File No.

001-37523) filed on August 9, 2023).

ABL Pledge and Security Agreement dated as of August 7, 2023 (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q (File No.

001-37523) filed on August 9, 2023).

Certification by Robert T.

DeMartini, Chief Executive Officer, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification by Bennett L.

Nussbaum, Interim Chief Financial Officer, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification by Todd E.

Vogensen, Chief Financial Officer, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification by Robert T.

DeMartini, Chief Executive Officer, pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification by Bennett L.

Nussbaum, Interim Chief Financial Officer, pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification by Todd E.

Vogensen, Chief Financial Officer, pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

6 unchanged sentences

Filed herewith.

Indicates management contract or compensatory plan.

Indicates management contract

or compensatory plan.

Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

A copy of any omitted exhibit or schedule will be furnished supplementally to the SEC or its staff upon request.

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 thereunto

duly authorized.

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 thereunto duly authorized.

PURPLE INNOVATION, INC.

August 9, 2023

/s/ Robert T.

November 14, 2023

Chief Executive Officer

(Principal Executive Officer)

August 9, 2023

/s/ Bennett L.

Interim Chief Financial Officer

November 14, 2023

Chief Financial Officer

(Principal Financial Officer)

August 9, 2023

/s/ George T.

November 14, 2023

VP Accounting and Financial Reporting

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information