UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES
EXCHANGE ACT OF 1934
For
the month of: October 2019
Commission
File Number: 001-38544
NAKED
BRAND GROUP LIMITED
(Translation
of registrant’s name into English)
c/o
Bendon Limited, Building 7B, Huntley Street, Alexandria, NSW 2015, Australia
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F [X] Form
40-F [ ]
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
Indicate
by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [ ] No [X]
If
“Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-___________.
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Effective
on October 4, 2019, Naked Brand Group Limited (the “Company”) completed a private placement to Iliad Research
and Trading, L.P. (the “Holder”) of a Convertible Promissory Note (the “Note”) and a Warrant
to Purchase Ordinary Shares (the “Warrant”), for a purchase price of $2,000,000, pursuant to a Securities Purchase
Agreement (the “SPA”) of even date.
Pursuant
to the SPA, the Note was sold with an original issue discount of the $100,000 and the Company paid $20,000 of the Holder’s
expenses, which amount was added to the principal balance of the Note. Accordingly, the Note had an initial principal balance
of $2,120,000.
Until
November 7, 2019, the Holder had the right to exchange the Warrant for a 5% increase in the balance of the Note. On October 9,
2019, the Holder exercised this right, and as result the Warrant was cancelled and the balance of the Note was increased by approximately
$106,100. If it had not been exchanged, the Warrant would have entitled the Holder, for a period of two years, to purchase a number
of ordinary shares equal to the number of ordinary shares issued under the Note, at an exercise price of $0.05 per share, subject
to adjustment.
The
SPA includes certain customary representations and warranties and covenants. In addition, the Company has agreed to complete a
financing for an additional $5,000,000, through the sale of equity or the issuance of debt, by November 18, 2019. If the Company
is unable to complete the additional financing, the Note will be subject to a 10% premium. The Company also agreed to file a registration
statement with the Securities and Exchange Commission by January 5, 2020, and to use commercially reasonable efforts to ensure
the registration statement is declared effective by April 4, 2020.
The
Note
The
Note accrues interest at a rate of 20% per annum, compounded daily, and matures on October 4, 2021. The Company has the right
to prepay the Note, subject to a 25% premium. The Note is subordinated to the Company’s existing senior secured credit facility
with the Bank of New Zealand, pursuant to a Deed of Subordination (the “Subordination Agreement”) between the
Company, the Holder and Bank of New Zealand.
Commencing
April 7, 2020 (or earlier upon the effectiveness of the registration statement mentioned above), the Holder has the right to convert
the outstanding balance of the Note into the Company’s ordinary shares at a conversion price of $0.05 per share, subject
to adjustment for stock dividends or subdivisions or combinations of the Company’s ordinary shares. If, after April 7, 2020,
the Company is unable to issue conversion shares as a result of a lock-up or similar agreement, the amount due under the Note
will be increased by 3% every 30 days at the Holder’s option. The Holder is prohibited from converting the Note to the extent
the Holder (together with its affiliates) would beneficially own more than 4.99% of the Company’s outstanding ordinary shares
(subject to increase to 9.99% if the Company’s market capitalization is less than $10,000,000).
The
Holder also has the right, beginning on April 7, 2020, to cause the Company to redeem any portion of the Note, up to a maximum
of $400,000 per month.
The
Note includes certain customary events of default, including, without limitation the following (subject to grace periods in certain
cases): the failure to pay amounts due under the Note; the failure to timely deliver ordinary shares upon conversion of the Note;
the occurrence of certain events related to bankruptcy or insolvency of the Company; the inaccuracy of the Company’s representations
and warranties in the SPA, the Note and ancillary documents; the occurrence of a Fundamental Transaction (as defined in the Note)
without the Holder’s consent; the effectuation of a reverse stock split without notice to the Holder; the entry of certain
judgments and similar orders; the failure of the ordinary shares to be DWAC eligible; and the failure to comply with certain
covenants of the Company in the SPA, the Note and ancillary documents, and in other material debt documents of the Company. Upon
the occurrence of an event of default, the Holder may accelerate the Note, such that all amounts due under the Note, plus up to
an additional 25%, will become immediately due and payable. The Holder may also increase the interest rate to 22%. Acceleration
of the Note is automatic in the case of events of default relating to bankruptcy or insolvency of the Company.
Additional
Information
Copies
of the SPA, Note, Warrant and Subordination Agreement are attached to this Report of Foreign Private Issuer on Form 6-K as Exhibit
10.1, 4.1, 4.2 and 10.2, respectively, and are incorporated herein by reference. The foregoing description of the SPA, Note, Warrant
and Subordination Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibits.
The
copies of the SPA, Note, Warrant and Subordination Agreement have been included to provide investors and security holders with
information regarding its terms. The copies are not intended to provide any other factual information about the Company. The representations,
warranties and covenants contained in the agreements were made only for purposes of such agreement and as of specific dates, were
solely for the benefit of the parties to the agreements, may have been made in some cases solely for the allocation of risk between
the parties and may be subject to limitations agreed upon by the parties.
Unregistered
Sales of Equity Securities.
The
Note, the Warrant and the ordinary shares issuable upon conversion of the Note or exercise of the Warrant were offered and sold,
or are being offered and sold, in a private placement to accredited investors pursuant to the exemption from registration contained
in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such sales.
The
information contained in this Form 6-K, including the exhibits hereto, shall be incorporated by reference in the Company’s
registration statements on Form F-3 (File Nos. 333- 226192, 333-230757 and 333-232229) and the prospectuses included therein.
Financial
Statements and Exhibits.
Exhibit
No.
|
|
Description
|
|
|
|
4.1
|
|
Note issued as of October 4, 2019.
|
|
|
|
4.2
|
|
Warrant issued as of October 4, 2019.
|
|
|
|
10.1
|
|
Securities Purchase Agreement, dated as of October 4, 2019, by and between Naked Brand Group Limited and Iliad Research and Trading, L.P.
|
|
|
|
10.2
|
|
Deed of Subordination, dated as of October 4, 2019, by and among Naked Brand Group Limited, Bank of New Zealand and Iliad Research and Trading, L.P.
|
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:
October 9, 2019
|
NAKED
BRAND GROUP LIMITED
|
|
|
|
By:
|
/s/
Justin Davis-Rice
|
|
Name:
|
Justin
Davis-Rice
|
|
Title:
|
Executive
Chairman
|
Cenntro Electric (NASDAQ:NAKD)
Historical Stock Chart
From Aug 2024 to Sep 2024
Cenntro Electric (NASDAQ:NAKD)
Historical Stock Chart
From Sep 2023 to Sep 2024