SecProbe.io

April 17, 2019
Joseph B. Megibow
Chief Executive Officer
Purple Innovation, Inc.
123 East 200 North
Alpine, Utah 84004
Re:Purple Innovation, Inc.
Registration Statement on Form S-3
Filed March 26, 2019
File No. 333-230522
Dear Mr. Megibow:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-3 filed March 26, 2019
General
1.We note that there is no established public trading market for your warrants and that you
do not intend to apply for listing of the warrants on any national securities exchange or
recognized trading system.  Please revise your prospectus to disclose a fixed price at
which the selling warrantholders will be reselling the warrants.  Please refer to Item
501(b)(3) of Regulation S-K.
Risk Factors
The exclusive jurisdiction and choice of law clauses set forth in the Warrants..., page 5
2.Please disclose whether the forum selection provision in the warrant agreement applies to
actions arising under the Securities Act or Exchange Act.

 FirstName LastNameJoseph B. Megibow
 Comapany NamePurple Innovation, Inc.
 April 17, 2019 Page 2
 FirstName LastName
Joseph B. Megibow
Purple Innovation, Inc.
April 17, 2019
Page 2
Provisions in our Second Amended and Restated Certificate of Incorporation..., page 31
3.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action,” subject to certain exceptions, such as for claims vested in the exclusive
jurisdiction of a court other than the Court of Chancery.  Please disclose whether this
provision applies to actions arising under the Securities Act or Exchange Act.  In that
regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction
over all suits brought to enforce any duty or liability created by the Exchange Act or the
rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to enforce any duty or
liability created by the Securities Act or the rules and regulations thereunder.  If the
provision applies to Securities Act claims, please also revise your prospectus to state that
there is uncertainty as to whether a court would enforce such provision and that
stockholders will not be deemed to have waived the company’s compliance with the
federal securities laws and the rules and regulations thereunder.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Sergio Chinos, Staff Attorney, at (202) 551-7844 or Jay Ingram, Legal
Branch Chief, at (202) 551-3397 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction
cc:       Nolan Taylor