SecProbe.io

CORRESP
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filename1.htm

Joseph
B. Megibow

Chief
Executive Officer

Purple
Innovation, Inc.

123
East 200 North

Alpine,
Utah 84004

May
3, 2019

VIA
EDGAR

Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Mr. Jay Ingram and Mr. Sergio Chinos

 Re: Purple
                                         Innovation, Inc.

                                         Registration Statement on Form S-3

                                         Filed March 26, 2019

                                         File No. 333-230522

Dear
Mr. Ingram and Mr. Chinos:

We
are in receipt of the comments of the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) set forth in the Staff’s letter dated April 17, 2019 (the “SEC
Comment Letter”) regarding the above-referenced Registration Statement on Form S-3 (the “Registration
Statement”) filed by Purple Innovation, Inc. (the “Company”). The numbered responses set
forth below contain each of the Staff’s comments in total set off in bold type and correspond to the numbered comments contained
in the SEC Comment Letter.

Concurrently
herewith, we are filing Amendment No. 1 to the registration statement on Form S-3 (the “Public Filing”).
The changes made in the Public Filing are in response to certain of the Staff’s comments as set forth in the SEC Comment
Letter.

Securities and Exchange Commission

May 3, 2019

Page 2

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.

Response
to Comment No. 1:

We
acknowledge the Commission’s request that we revise the prospectus contained in the Registration Statement to disclose a
fixed price at which the Selling Warrantholders will be reselling the warrants. However, the Company respectfully advises the
Staff that Instruction 2 to Item 501(b)(3) of Regulation S-K provides that “if it is impracticable to state the price to
the public” the issuer must “explain the method by which the price is to be determined.” Because the Warrants
may be resold to the public by the Selling Warrantholders at various times and in various manners, it is impracticable for the
Company to state in the Registration Statement the price that such Warrants will be sold to the public.

The
Company respectfully advises the Staff that the outside cover page to the prospectus contained in the Registration Statement,
as originally filed, contains the following disclosure:

“The
Selling Stockholders and the Selling Warrantholders may sell the shares of Class A Common Stock and the Warrants, respectively,
covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling
Stockholders and the Selling Warrantholders may sell the shares of Class A Common Stock and the Warrants in the section entitled
‘Plan of Distribution.’”

The
section entitled “Plan of Distribution” explains that the Warrants covered by the prospectus contained in the Registration
Statement may be resold from time to time by the holders thereof “on one or more exchanges or in the over-the-counter market
or otherwise, at prices and under terms then prevailing or at prices related to the then current market price or in negotiated
transactions.”

Notwithstanding
the foregoing, the Company respectfully advises the Staff that the Company has updated the disclosure on the cover page of the
prospectus contained in the Registration Statement to more prominently disclose that the price at which the warrants may be resold
is uncertain and will be determined as described in the sections entitled “Determination of Offering Price” and “Plan
of Distribution.” The Company has also revised the sections entitled “Determination of Offering Price” and “Plan
of Distribution” to clarify that the price at which the warrants may be resold will depend on the manner of such resale,
though in any event such price will likely be derived from the market price of the underlying Class A Common Stock.

Securities and Exchange Commission

May 3, 2019

Page 3

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.

Response
to Comment No. 2:

The
Company respectfully advises the Staff that the Company has updated the disclosure on page 6 of the prospectus contained in
the Registration Statement in response to the Staff’s comment.

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.

Response
to Comment No. 3:

The
Company respectfully advises the Staff that the Company has updated the disclosure on page 29 of the prospectus contained in
the Registration Statement in response to the Staff’s comment.

*
* *

Securities and Exchange Commission

May 3, 2019

Page 4

Please
contact the Company’s counsel, Nolan S. Taylor, of Dorsey & Whitney LLP, at (801) 933-7366 if you have any questions
with respect to this letter.

    Very truly yours,

    PURPLE INNOVATION, INC.

    /s/ JOSEPH B. MEGIBOW

    Joseph B. Megibow

    Chief Executive Officer

 cc: Nolan
                                         S. Taylor