SDSTW Stardust Power Inc

 

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): January 13, 2025

 

Purple Innovation, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		001-37523		47-4078206
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

4100 North Chapel Ridge Rd., Suite 200
Lehi, Utah		84043
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (801) 756-2600

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications 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-commencement 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
Preferred Stock Purchase Rights		N/A		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 7.01 REGULATION FD DISCLOSURE

 

On January 13, 2025, Purple Innovation, Inc. (the “Company”), announced that Robert T. DeMartini, Chief Executive Officer of the Company, Todd Vogensen, Chief Financial Officer of the Company, and Alicia Foreman, Vice President of Corporate Strategy and Chief of Staff of the Company, will be participating in, and Mr. DeMartini will be presenting at, the ICR Conference on Monday, January 13, 2025 at 3:00 p.m., ET in Orlando, Florida. Additionally, the Company announced an adjustment to its previous guidance for the year ended December 31, 2024. A copy of the press release announcing that the Company’s management team is participating in the ICR Conference and the adjustment to its previous guidance is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

During his presentation, Mr. DeMartini may make observations regarding the Company’s fiscal performance and outlook as well as other forward-looking matters. A copy of the presentation that will be used by Mr. DeMartini during his presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

 

The information furnished under this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as otherwise expressly stated in such filing.

 

The information contained in the presentation furnished as Exhibit 99.2 is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. Except as required by law, the Company undertakes no duty or obligation to publicly update or revise the information contained in this infographic, although it may do so from time to time. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits.

 

Exhibit Number		Description
99.1		Press Release, dated January 13, 2025, regarding the Company’s management team’s participation in the 2025 ICR Conference and updated financial guidance for the calendar year ended December 31, 2024.
99.2		Presentation (January 2025).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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: January 13, 2025	PURPLE INNOVATION, INC.
	By:	/s/ Todd Vogensen
		Todd Vogensen
		Chief Financial Officer

 

 

 

Exhibit 99.1

 

 

 

Purple Innovation Revises Full Year 2024 Guidance; Company Announces Participation in the 2024 ICR Conference

Expects full year net revenue between $486 and $488 million and adjusted EBITDA between $(23) and $(21) million

Expects positive cash flow and adjusted EBITDA in the fourth quarter

 

Lehi, Utah, January 13, 2025 – Purple Innovation, Inc. (NASDAQ: PRPL) (“Purple”), a comfort innovation company known for creating the “World’s First No Pressure™ Mattress,” today provided a business update, revising its revenue and EBITDA outlook for the full year of 2024.

 

“We continued to navigate a challenging macro environment through the end of 2024. Ahead of our presentation at the ICR conference, we are slightly adjusting our guidance to better reflect our full-year expectations. We also expect to deliver positive cash flow and adjusted EBITDA in the fourth quarter, which marks an important, positive milestone for our Path to Premium Sleep strategy,” said CEO Rob DeMartini. “We look forward to sharing a more detailed review of our results in the near future."

 

Full Year 2024 Outlook

 

		Current Full Year Outlook		Previous Full Year Outlook (1)
Net Revenue		$486 million to $488 million		$490 million to $510 million
Adjusted EBITDA		$(23) million to $(21) million		$(20) million to $(10) million

 

(1)

Released November 4, 2024, expectation to be at the lower end of the guidance range.

 

The company is scheduled to participate in a fireside chat presentation on Monday, January 13, 2025, at 3:00 p.m. Eastern Time at the ICR conference. The presentation will be simultaneously broadcast on the internet and available at https://investors.purple.com/. An archived replay will be available [two hours] after the conclusion of the live event.

 

About Purple

 

Purple, the leading premium mattress company with the #1 Gel Grid technology in the world, the GelFlex^® Grid, thoughtfully engineers products that make restorative sleep effortless for every kind of sleeper. The result of over 30 years of innovation and in comfort technologies, Purple's GelFlex Grid is the most significant advancement in mattresses in decades and is proven to reduce aches and pains. It instantly adapts as you move, balances temperature, relieves pressure and offers support in all the right places. Purple products, including mattresses, pillows, cushions, frames, sheets, and more, can be found online at Purple.com, in 58 Purple stores and over 3,000 retailers nationwide. Sleep Better. Live Purple.

 

Forward Looking Statements

 

Certain statements made in this release that are not historical facts are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Statements based on historical data are not intended and should not be understood to indicate the Company’s expectations regarding future events. Forward-looking statements provide current expectations or forecasts of future events or determinations. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Factors that could influence the realization of forward-looking statements include, among others: changes in economic, financial and end-market conditions in the markets in which we operate; fluctuations in raw material prices and cost of labor; the financial condition of our customers and suppliers; competitive pressures, including the need for technology improvement, successful new product development and introduction; changes in consumer demand, including pullbacks in consumer spending; disruptions to our manufacturing processes; and the risk factors outlined in the “Risk Factors” section of our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 12, 2024, and in our other filings made with the SEC. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

 

 

 

Non-GAAP Financial Measures

 

EBITDA, adjusted EBITDA, adjusted net income, and adjusted net income per diluted share are non-GAAP financial measures that remove the impact of certain non-cash and non-recurring costs. Management believes that the use of such non-GAAP financial measures provides investors with additional useful information with respect to the impact of various adjustments, which we view as a better measure of our operating performance. Refer to the attached table for the reconciliation of such non-GAAP financial measures to the most comparable GAAP financial measure.

 

With respect to the Company’s Adjusted EBITDA outlook for the third quarter and full year 2024, a quantitative reconciliation to the corresponding GAAP information cannot be provided without unreasonable effort because of the inherent difficulty of accurately forecasting the occurrence and financial impact of the various adjusting items necessary for such reconciliation that have not yet occurred, are out of our control, or cannot be reasonably predicted, including but not limited to warrant liabilities and stock based compensation. For the same reasons, the Company is unable to assess the probable significance of the unavailable information, which could have a material impact on its future GAAP financial results.

 

Investor Contact:

 

Stacy Turnof, Edelman Smithfield
stacy.turnof@edelmansmithfield.com
917-362-2581

 

 

Exhibit 99.2

 

 

 

 

 

 

 

January 13, 2025 ICR Conference

 Disrupting the mattress sector as a category innovator by leveraging proprietary technologies and driving market share gains in the premium mattress category.  Leading premium brand with a passionate consumer following and an NPS nearly 2x the largest competitor.  Robust business model – patent - protected, vertically integrated manufacturing with omni - channel distribution.

2024 Highlights In an environment of macro uncertainty and intensifying competitive pressures, we have been proactive to advance our Grid innovation and build momentum • Achieving Profitability through Path to Premium Sleep Strategy • Consolidating Manufacturing Operations • Restructuring and Delivering OpEx Savings • Driving Showroom Channel to Revenue Growth and Improved Profit • Launching Key Strategic Partnerships in Wholesale

2025 Strategic Pillars Gross Margin Delivery DTC Conversion Wholesale Partner Productivity Demand Generation Grid Leadership

Grid Leadership Purple is re - inventing luxury sleep with modern design and technology – replacing the traditional pillow top bed with all - new DreamLayer technology [PHOTO PLACEHOLDER]

v3.24.4

Cover	Jan. 13, 2025
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 13, 2025
Entity File Number	001-37523
Entity Registrant Name	Purple Innovation, Inc.
Entity Central Index Key	0001643953
Entity Tax Identification Number	47-4078206
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4100 North Chapel Ridge Rd.
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Lehi
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84043
City Area Code	801
Local Phone Number	756-2600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Class A Common Stock, par value $0.0001 per share
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	PRPL
Security Exchange Name	NASDAQ
Preferred Stock Purchase Rights
Title of 12(b) Security	Preferred Stock Purchase Rights
Trading Symbol	N/A
Security Exchange Name	NASDAQ

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