PROSPECTUS
SUMMARY
This
summary highlights key information contained elsewhere in this prospectus and in the documents incorporated in this prospectus
by reference, and is qualified in its entirety by the more detailed information herein and therein. This summary may not contain
all of the information that is important to you. You should read the entire prospectus and the documents incorporated by reference
in this prospectus, including the information in “Risk Factors” and our financial statements and the related notes
thereto, before making an investment decision.
Unless
otherwise stated in this prospectus, “we,” “us,” “our,” or “our company,” refers
to Naked Brand Group Limited, our subsidiaries, and our predecessor operations.
On
December 20, 2019, we completed a reverse stock split of our Ordinary Shares, pursuant to which every 100 Ordinary Shares outstanding
as of the effective time of the reverse stock split were combined into one Ordinary Share. All share and per share information
in this prospectus is presented on post-reverse split basis.
Unless
otherwise stated in this prospectus, references to dollar amounts mean United States Dollars.
Overview
We
operate in the highly competitive specialty retail business. We are a designer, distributor, wholesaler, and retailer of women’s
and men’s intimate apparel, as well as women’s swimwear. Our merchandise is sold through company-owned retail stores
in Australia and New Zealand; through online channels; and through wholesale partners in Australia, New Zealand, the United States
and Europe.
We
have seven reportable segments:
|
|
●
|
Australia
Retail: This segment covers retail and outlet stores located in Australia.
|
|
|
|
|
|
|
●
|
New
Zealand Retail: This segment covers retail and outlet stores located in New Zealand.
|
|
|
|
|
|
|
●
|
Australia
Wholesale: This segment covers the wholesale of intimates apparel to customers based in Australia.
|
|
|
|
|
|
|
●
|
New
Zealand Wholesale: This segment covers the wholesale of intimates apparel to customers based in New Zealand.
|
|
|
|
|
|
|
●
|
U.S.
Wholesale: This segment covers the wholesale of intimates apparel to customers based in the United States.
|
|
|
|
|
|
|
●
|
Europe
Wholesale: This segment covers the wholesale of intimates apparel to customers based in Europe.
|
|
|
|
|
|
|
●
|
E-commerce:
This segment covers our online retail activities.
|
In
addition, we continually explore new ways to expand its business, including through the use of new technologies, such as blockchain
technology. We are presently evaluating how these new technologies may be leveraged in the retail fashion industry. For instance,
blockchain technology might be used in the future to create highly efficient end-to-end operations from suppliers to consumers
and also to provide low cost trade finance for market participants through blockchain trading platforms. However, we have not
yet established the feasibility of, or taken any steps to progress the use of, blockchain technology in our business.
Our
Brands
Heidi
Klum
Heidi
Klum is the face and Creative Director of our flagship brands, Heidi Klum Intimates, Heidi Klum Swim, Heidi Klum Man, and Heidi
Klum Intimates Solutions. Our flagship brand, Heidi Klum Intimates collection exudes femininity, elegance and sophistication,
each piece designed with the modern woman in mind. We sell our Heidi Klum products at 63 Bendon stores in Australia, New Zealand
and Ireland and online at www.bendonlingerie.com and www.heidiklumintimates.com. Additionally, Heidi Klum products are sold in
approximately 5,000 wholesale doors in 43 countries across regions in Australia, New Zealand, United States, Europe and United
Kingdom under wholesale arrangements.
Frederick’s
of Hollywood
Since
1946, Frederick’s of Hollywood has set the standard for innovative apparel, introducing the push-up bra, the padded bra,
and black lingerie to the United States market. The brand’s rich history has led it to become one of the most recognized
in the world. Through our wholly-owned subsidiary FOH Online Corp. (“FOH”), we are the exclusive licensee of the Frederick’s
of Hollywood global online license, under which we sell Frederick’s of Hollywood intimates products, sleepwear and loungewear
products, swimwear and swimwear accessories products, and costume products. We sell our Frederick’s of Hollwood products
online at www.bendonlingerie.com and www.fredericks.com.
Naked
Naked
is an apparel and lifestyle brand company that is currently focused on innerwear products for women and men. Under its flagship
brand name and registered trademark “Naked®”, Naked designs, manufactures and sells men’s and women’s
underwear, intimate apparel, loungewear and sleepwear through retail partners and direct to consumer through its online retail
store www.wearnaked.com. Naked has a growing retail footprint for its innerwear products in premium department and specialty stores
and internet retailers in North America, including accounts such as Nordstrom, Dillard’s, Bloomingdale’s, Amazon.com
and others.
Other
Brands
Our
other brands are Bendon, Bendon Man, Davenport, Fayreform, Hickory, Lovable and Pleasure State. We sell our products at 63 Bendon
stores in Australia and New Zealand and online at www.bendonlingerie.com. Additionally, our products are sold in approximately
3,293 wholesale stores in 43 countries across regions in Australia, New Zealand, United States, Europe and United Kingdom under
wholesale arrangements.
Until
June 30, 2018, we sold Stella McCartney Lingerie and Stella McCartney Swimwear products at Bendon stores in Australia and New
Zealand and online at www.bendonlingerie.com. Additionally, Stella McCartney products were sold in wholesale doors in numerous
countries across regions in Australia, New Zealand, United States, Europe and United Kingdom under wholesale arrangements.
Our
Strengths
We
believe the following competitive strengths contribute to our leading market position and differentiate us from our competition:
Distinct,
Well-Recognized Brands
Our
iconic brands, including Heidi Klum Intimates and Swimwear and Frederick’s of Hollywood Intimates and Swimwear, have come
to represent a unique lifestyle across its targeted customers. Our brands allow us to target markets across the economic spectrum,
across demographics and across the world. We believe our flagship brands and prominent, highly-recognized creative directors provide
us with a competitive advantage.
In-Store
Experience and Store Operations
We
view our customers’ in-store experience as an important vehicle for communicating the image of each brand. We utilize visual
presentation of merchandise, in-store marketing and our sales associates to reinforce the image represented by the brands. Our
in-store marketing is designed to convey the principal elements and personality of each brand. The store design, furniture, fixtures
and music are all carefully planned and coordinated to create a unique shopping experience. Every brand displays merchandise uniformly
to ensure a consistent store experience, regardless of location. Store managers receive detailed plans designating fixture and
merchandise placement to ensure coordinated execution of the company-wide merchandising strategy. Our sales associates and managers
are a central element in creating the atmosphere of the stores by providing a high level of customer service.
Product
Development, Sourcing and Logistics
We
believe a large part of our success comes from frequent and innovative product launches, as well as launches of new collections
from our existing brands. Our merchant, design and sourcing teams have a long history of bringing innovative products to our customers.
Our key vendor partners are industry leaders in both innovation and social responsibility. We work closely together to form a
world class supply chain that is dynamic and efficient.
Highly
Experienced Leadership Team
Our
management team is led by Justin Davis-Rice, Executive Chairman, who joined Bendon in 2011 and is responsible for leading our
revenue growth. Prior to joining Bendon, Mr. Davis-Rice co-founded Pleasure State. Anna Johnson, Chief Executive Officer, brings
to us a track record of over 25 years’ experience driving growth across a number of industries, including consumer electronics,
outdoor adventure and intimate apparel. The rest of our senior management team has a wealth of retail and business experience
at Gazal, Specialty Fashion Group, and Pleasure State. We have developed a strong and collaborative culture aligned around our
goals to create the most sensual, functional and comfortable lingerie and underwear for women and men all over the world.
Strategy
The
first stage of our transformation is now complete following the recent business restructure. We have now established a new team
of talented and experienced individuals who are committed to growing the brands and working in an inclusive culture. We have changed
our operating model, centralizing and relocating all functions to the existing office back in New Zealand – the original
home of the Bendon brand. This is a business re-set for us, which not only significantly reduces cost, but allows for the removal
of all previous silos, and facilitates the centralisation of all key areas, resulting in seamless collaboration and a new way
of working.
Our
key focus in stage two of our transformation is:
|
|
●
|
Future
strategy development
|
|
|
|
|
|
|
●
|
Product
development
|
|
|
|
|
|
|
●
|
Operational
management
|
|
|
|
|
|
|
●
|
People,
process and systems
|
|
|
|
|
|
|
●
|
Operational
cost reduction to allow for strategic targeted investment
|
|
|
|
|
|
|
●
|
Product
focus - building innovative quality products for Australasian women by Australasian women
|
|
|
|
|
|
|
●
|
Leveraging
history and building on brand loyalty
|
|
|
|
|
|
|
●
|
Marketing
transformation from price and product to customer centric
|
Historically
Naked has had a strong wholesale focus, and whilst this remains important, we will develop and leverage Bendon’s B2C infrastructure,
including 60 retail outlets and growing online presence and sales. These changes will be reflected in the merchandise strategy
and structure as well as in our use of technology.
Our
transformation initiatives include:
|
|
●
|
Product
– strategic core business investment to meet customer expectations, with some new designs.
|
|
|
|
|
|
|
●
|
Brand
rationalisation – focus on Lovable, Fayreform and Bendon brands, predominantly aimed at the entry and basic everyday
area, with Heidi Klum, Pleasure State and Fredericks of Hollywood providing the high level of fashion-ability.
|
|
|
|
|
|
|
●
|
Range
management – introduction of retail range and category management principles to actively rationalise our product offer
at a category and product level within our brand and pricing strategy.
|
|
|
|
|
|
|
●
|
Merchandise
financial planning – support our merchandise initiatives via our centralised financial planning with revised global
reporting and processes (operational financial management was previously undertaken at a channel level for retail and wholesale).
|
|
|
|
|
|
|
●
|
Product
development – product sustainability and environmental best practice initiatives, working with suppliers to develop
sustainable alternatives across our raw materials including packaging, with innovation a key element of our design process,
whilst reducing supply lead times.
|
|
|
|
|
|
|
●
|
Sourcing
and supply chain – maximise our margins, reduce our lead times, and support our sustainability and environmental initiatives
via supply chain actions to de-risk our historical reliance on a small vendor base, through vendor reviews, factory audits
and CSR policy transparency, supply chain critical path and sustainability reviews.
|
|
|
|
|
|
|
●
|
Technology
and systems – evolve e-commerce platforms and other systems.
|
|
|
|
|
|
|
●
|
People
and culture – refocus on our vision, mission and values driven by the senior leadership team.
|
Recent
Developments
Financing
Transactions
On
August 19, 2019, we closed on the following transactions:
|
|
●
|
We
sold 571,429 Ordinary Shares in a registered direct offering to certain of our suppliers at a price of US$7.00 per share.
The purchase price was paid through the cancellation of trade payables due to the suppliers in an amount equal to the aggregate
purchase price, or US$4,000,000.
|
|
|
|
|
|
|
●
|
We
sold 285,714 Ordinary Shares in a registered direct offering to certain institutional and accredited investors at a price
of US$7.00 per share. The investors also received, in a concurrent private placement, warrants to purchase up to 285,714 Ordinary
Shares, representing 100% of the aggregate number of Ordinary Shares purchased by such investors, at an exercise price of
US$7.00 per share. H.C. Wainwright & Co., LLC acted as the placement agent for the offering and the private placement
to the institutional and accredited investors. We paid H.C. Wainwright & Co., LLC an aggregate cash fee of US$160,000
and issued to its designees warrants to purchase an aggregate of 22,857 Ordinary Shares at an exercise price of US$8.75 per
share.
|
|
|
|
|
|
|
●
|
Effective
as of the closing of these offerings, the exercise prices of certain outstanding warrants to purchase 185,500 Ordinary Shares
held by certain of the institutional and accredited investors were reduced to US$7.00 per share. The exercise prices had previously
ranged from US$10.00.
|
In
October, November and December 2019, we completed the Placements, as further described elsewhere in this prospectus. In addition
through January 2, 2020, the holder of the May Note (as defined below) exchanged $2,805,000 of the note for 1,372,542 Ordinary
Shares, at negotiated prices.
At
the annual general meeting of our shareholders held on December 16, 2019, it was resolved to complete a reverse stock split of
our Ordinary Shares, pursuant to which every 100 Ordinary Shares outstanding as of the effective time of the reverse stock split
were combined into one Ordinary Share. Pursuant to a resolution of our Board of Directors, the reverse stock split became effective
on December 20, 2019. All share and per share information in this prospectus is presented on a post-reverse split basis.
Other
Developments
On
February 5, 2019, we received a notice from the Listing Qualifications Department of Nasdaq stating that, for the last 30 consecutive
business days, the closing bid price for our Ordinary Shares had been below the minimum of US$1.00 per share required for continued
inclusion on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). We will be afforded until February 3, 2020 to regain
compliance with the minimum bid price requirement. In order to regain compliance, the bid price for shares of our Ordinary Shares
must close at US$1.00 per share or more for a minimum of ten consecutive business days.
The
senior secured credit facility with the Bank of New Zealand has been extended from August 31, 2019 to January 31, 2020, with discussions
underway to extend for a further period beyond 12 months. The bank covenants were breached throughout the 6 months ended July
31, 2019, and were reset, with a minimum inventory to bank debt ratio required to be maintained from May 1, 2019. This new ratio
has been breached every month to the date of signing of the accounts, creating an event of review, but the bank has taken no further
action in relation to these breaches.
A
restructure or operations was commenced in October 2019 with initiatives to close the US wholesale business as well as the Australian
office and to reduce the number of employees by 67 globally by the end of the year, subject to consultation with employees.
Background
of the Offering
October
Placement
On
October 4, 2019, we completed the October Placement to Iliad Research and Trading, L.P. of the October Note and a warrant to purchase
Ordinary Shares, for a purchase price of $2,000,000, pursuant to a Securities Purchase Agreement of even date (the “October
NSPA”). The October Note was sold with an original issue discount of the $100,000 and we paid US$20,000 of the investor’s
expenses, which amount was added to the principal balance of the October Note. Accordingly, the October Note had an initial principal
balance of US$2,120,000.
Until
November 7, 2019, the investor had the right to exchange the warrant for a 5% increase in the balance of the October Note. On
October 9, 2019, the investor exercised this right, and as result the warrant was cancelled and the balance of the October Note
was increased by approximately US$106,000.
Under
the October NSPA, we had agreed to complete a financing for an additional US$5,000,000, through the sale of equity or the issuance
of debt, by November 18, 2019. We did not complete the financing by such date, and as a result the balance of the October Note
was increased by approximately an additional US$228,000.
The
October Note accrues interest at a rate of 20% per annum, compounded daily, and matures on October 4, 2021. Commencing April 7,
2020 (or earlier in certain circumstances), the investor has the right to convert the outstanding balance of the October Note
into Ordinary Shares at a conversion price of US$5.00 per share, subject to adjustment for stock dividends or subdivisions or
combinations of the Ordinary Shares. The investor also has the right, beginning on April 7, 2020, to cause us to redeem any portion
of the October Note, up to a maximum of US$400,000 per month.
November
Placement
On
November 13, 2019, we completed the November Placement to Iliad Research and Trading, L.P. of the November Note and a warrant
to purchase Ordinary Shares, for a purchase price of US$3,000,000, pursuant to a Securities Purchase Agreement dated November
12, 2019 (the “November NSPA”). The November Note was sold with an original issue discount of the US$150,000 and we
paid US$20,000 of the investor’s expenses, which amount was added to the principal balance of the November Note. Accordingly,
the November Note had an initial principal balance of US$3,170,000.
Until
December 13, 2019, the investor had the right to exchange the warrant for a 5% increase in the balance of the November Note. On
November 15, 2019, the investor exercised this right, and as result the warrant was cancelled and the balance of the November
Note was increased by approximately US$159,000.
Under
the November NSPA, we agreed to complete a financing for an additional US$5,000,000, through the sale of Ordinary Shares and/or
securities exercisable or exchangeable for or convertible into Ordinary Shares, by December 27, 2019, and to ensure the registration
statement of which this prospectus forms a part is declared effective by February 11, 2019. Upon any failure by us to comply with
the covenants set forth in the preceding sentence, the November Note will be subjected to a 10% premium. We did not complete the
additional financing by the applicable date, and as a result the balance of the November Note was increased by approximately an
additional US$325,000.
The
November Note accrues interest at a rate of 20% per annum, compounded daily, and matures on November 12, 2021. Commencing May
13, 2020 (or earlier in certain circumstances), the investor has the right to convert the outstanding balance of the November
Note into Ordinary Shares at a conversion price of US$4.00 per share, subject to adjustment for stock dividends or subdivisions
or combinations of the Ordinary Shares. The investor also has the right, beginning on May 13, 2020, to cause us to redeem any
portion of the November Note, up to a maximum of US$600,000 per month.
December
Placement
On
December 19, 2019, we completed the December Placement to St. George Investments LLC of the December Note and a warrant to purchase
Ordinary Shares, for a purchase price of US$3,000,000, pursuant to a Securities Purchase Agreement of even date (the “December
NSPA”). The December Note was sold with an original issue discount of the US$150,000 and we paid US$20,000 of the investor’s
expenses, which amount was added to the principal balance of the December Note. Accordingly, the December Note had an initial
principal balance of US$3,170,000.
Until
January 18, 2020, the investor had the right to exchange the warrant for a 5% increase in the balance of the December
Note. On January 2, 2020, the investor exercised this right, and as result the warrant was cancelled and the balance of the
December Note was increased by approximately US$160,000.
Under
the December NSPA, we agreed to ensure the registration statement of which this prospectus forms a part is declared effective
by February 10, 2020, and to complete a financing for an additional $5,000,000, through the sale of equity securities (not including
securities with price reset features or with a price that varies with market price), by February 2, 2020. Upon any failure by
us to comply with one of the covenants set forth in the preceding sentence, the December Note will be subjected to a 10% premium.
The
December Note accrues interest at a rate of 20% per annum, compounded daily, and matures on December 19, 2021. Commencing June
19, 2020 (or earlier in certain circumstances), the investor has the right to convert the outstanding balance of the December
Note into Ordinary Shares at a conversion price of US$4.00 per share, subject to adjustment for stock dividends or subdivisions
or combinations of the Ordinary Shares. The investor also has the right, beginning on June 19, 2020, to cause us to redeem any
portion of the November Note, up to a maximum of US$600,000 per month.
We
are registering the Ordinary Shares underlying the Notes for resale pursuant to this prospectus. See “Private Placements
of the Notes” for more information about the Placements.
Corporate
Information
Our
principal and registered office is located at Building 7C, Huntley Street, Alexandria, NSW 2015, Australia, and our telephone
number is +61 2 9384 2400. Our agent for service of process in the United States is Graubard Miller, our U.S. counsel, located
at The Chrysler Building, 405 Lexington Avenue, New York, New York 10174. Our corporate website is located at www.nakedbrands.com.
The information on our website shall not be deemed part of this prospectus.
Emerging
Growth Company
We
are an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act ( the “JOBS Act”).
As an emerging growth company, we are eligible, and have elected, to take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not
limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of
2002 and reduced disclosure obligations regarding executive compensation (to the extent applicable to a foreign private issuer).
We
could remain an emerging growth company until the last day of our fiscal year following the fifth anniversary of the consummation
of our initial public offering. However, if our annual gross revenue is US$1.07 billion or more, or our non-convertible debt issued
within a three year period exceeds US$1 billion, or the market value of our Ordinary Shares that are held by non-affiliates exceeds
US$700 million on the last day of the second fiscal quarter of any given fiscal year, we would cease to be an emerging growth
company as of the last day of that fiscal year.
Foreign
Private Issuer
We
are a “foreign private issuer” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). As a foreign private issuer under the Exchange Act, we are exempt from certain rules under the Exchange Act, including
the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations. Moreover, we are not required
to file periodic reports and financial statements with Securities and Exchange Commission (the “SEC”) as frequently
or as promptly as domestic U.S. companies with securities registered under the Exchange Act, and we are not required to comply
with Regulation FD, which imposes certain restrictions on the selective disclosure of material information. In addition, our officers,
directors, and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions
of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our Ordinary
Shares.
The
Nasdaq Listing Rules allow foreign private issuers, such as us, to follow home country corporate governance practices (in our
case Australian) in lieu of the otherwise applicable Nasdaq corporate governance requirements. In accordance with this exception,
we follow Australian corporate governance practices in lieu of certain of the Nasdaq corporate governance standards, as more fully
described in our Annual Report on Form 20-F for the fiscal year ended January 31, 2019, as amended, which is incorporated herein
by reference. See “Where You Can Find Additional Information” on page 22.
Risks
Affecting Our Company
In
evaluating an investment in our securities, you should carefully read this prospectus and especially consider the factors incorporated
by reference in the section titled “Risk Factors” commencing on page 9.
THE
OFFERING
|
Ordinary
Shares being offered by the selling shareholders
|
|
3,355,382
shares(1)
|
|
|
|
|
|
Ordinary
Shares outstanding
|
|
3,604,124
Ordinary Shares as of January 2, 2020, which does
not include the shares underlying the Notes and does not include 614,997 shares underlying our outstanding warrants
as of such date and 671,067 shares estimated to be underlying our other outstanding convertible promissory notes as
of such date (assuming that the balance of the notes is converted on such date).
|
|
|
|
|
|
Listing
of Securities and trading symbols
|
|
Our
Ordinary Shares trade on the Nasdaq Capital Market under the symbol “NAKD”.
|
|
|
|
|
|
Plan
of distribution
|
|
The
Ordinary Shares
covered by this prospectus may be sold by the Selling Shareholders in the manner described under the section entitled “Plan
of Distribution.”
|
|
|
|
|
|
Use
of proceeds
|
|
We
will not receive any proceeds from the sale of the securities by the Selling Shareholders under this prospectus. See the section
titled “Use of Proceeds” for further information on our use of proceeds from this offering.
|
|
|
|
|
|
Risk
factors
|
|
See
the section titled “Risk Factors” and the other information included in this prospectus for a discussion
of risk factors you should carefully consider before deciding to invest in our securities.
|
|
|
(1)
|
This
amount represents a good faith estimate of the number of Ordinary Shares underlying the Notes, assuming that the balance of
each Note (including all compounded interest) is converted in full into Ordinary Shares on its maturity date.
|
RISK
FACTORS
An
investment in our securities involves a high degree of risk. Before investing in our Ordinary Shares, you should carefully consider
the risk factors set forth below and those described under “Risk Factors” in the documents incorporated by reference
herein, including in our most recent Annual Report on Form 20-F filed with the SEC, as amended, together with the other information
included in this prospectus and incorporated by reference herein from our filings with the SEC. If any of such risks or uncertainties
occurs, our business, financial condition, and operating results could be materially and adversely affected. Additional risks
and uncertainties not currently known to us or that we currently deem immaterial also may materially and adversely affect our
business operations. As a result, the trading price of our Ordinary Shares could decline and you could lose all or a part of your
investment.
Risks
Related to the Offering
Sales
by the Selling Shareholders of the Ordinary Shares covered by this prospectus could adversely affect the trading price of our
Ordinary Shares.
We
are registering for resale up to 3,355,382 Ordinary Shares underlying the Notes, which represent approximately 40.7%
of our outstanding Ordinary Shares, on a fully-diluted basis as of January 2, 2020. This amount represents a good faith
estimate of the number of Ordinary Shares underlying the Notes, assuming that the balance of each Note (including all compounded
interest) is converted in full into Ordinary Shares on its maturity date. The actual number of Ordinary Shares issued upon conversion
of the Notes may be more or less than our estimate. The resale of all or a substantial portion of the Ordinary Shares registered
hereby in the public market, or the perception that these sales might occur, could cause the market price of our Ordinary Shares
to decrease and may make it more difficult for us to sell Ordinary Shares in the future at a time and upon terms that we deem
appropriate.
We
do not intend to pay any dividends on our Ordinary Shares at this time.
We
have not paid any cash dividends on our Ordinary Shares to date. The payment of cash dividends on our Ordinary Shares in the future
will be dependent upon our revenue and earnings, if any, capital requirements, and general financial condition, as well as the
limitations on dividends and distributions that exist under the laws and regulations of Australia, and will be within the discretion
of our board of directors. It is the present intention of our board of directors to retain all earnings, if any, for use in our
business operations and, accordingly, our board of directors does not anticipate declaring any dividends on our Ordinary Shares
in the foreseeable future. As a result, any gain you will realize on our Ordinary Shares will result solely from the appreciation of such shares.
We
may issue additional securities in the future, which may result in dilution to our shareholders.
As
of January 2, 2020, in addition to the shares underlying the Notes, we had 614,997 Ordinary Shares underlying our
outstanding warrants and 671,067 Ordinary Shares underlying our other outstanding convertible notes (assuming that the
balance of the notes is converted on such date). Assuming that the Notes are converted in full on the maturity date, the Notes
would be convertible into an estimated 3,355,382 Ordinary Shares. In addition, we are not restricted from issuing additional
Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares. Because we may need to raise additional capital
in the future to operate and/or expand our business, we may conduct additional equity offerings. There is no limit on the number
of Ordinary Shares we may issue under our constitution. To the extent our outstanding warrants are exercised, our outstanding
convertible promissory notes are converted or we conduct additional equity offerings, additional Ordinary Shares will be issued,
which may result in dilution to our shareholders. Sales of substantial numbers of such shares in the public market could adversely
affect the market price of our Ordinary Shares.
Nasdaq
may delist our Ordinary Shares from quotation on its exchange, which could limit investors’ ability to sell and purchase
our securities and subject us to additional trading restrictions.
Our
Ordinary Shares are currently listed on the Nasdaq Capital Market under the trading symbol “NAKD.” However, on February
5, 2019, we received a notice from the Listing Qualifications Department of Nasdaq stating that, for the last 30 consecutive business
days, the closing bid price for our Ordinary Shares had been below the minimum of US$1.00 per share required for continued inclusion
on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). We will be afforded until February 3, 2020 to regain compliance
with the minimum bid price requirement. In order to regain compliance, the bid price for shares of our Ordinary Shares must close
at US$1.00 per share or more for a minimum of ten consecutive business days. There can be no assurance that we will regain compliance
with the minimum bid price requirement within the allotted period, or that we will be able to maintain compliance with the other
continued listing requirements under the Nasdaq Listing Rules.
If
our Ordinary Shares are not listed on Nasdaq at any time after this offering, we could face significant material adverse consequences,
including:
|
|
●
|
a
limited availability of market quotations for our securities;
|
|
|
|
|
|
|
●
|
reduced
liquidity;
|
|
|
|
|
|
|
●
|
a
determination that our common stock is “penny stock” which will require brokers trading in our shares to adhere
to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our
common stock;
|
|
|
|
|
|
|
●
|
a
limited amount of news and analyst coverage for our company; and
|
|
|
|
|
|
|
●
|
a
decreased ability to issue additional securities or obtain additional financing in the future.
|
As
a foreign private issuer, we are permitted and expect to follow certain home country corporate governance practices (in our case
Australian) in lieu of certain Nasdaq requirements applicable to domestic issuers and we are permitted to file less information
with the SEC than a company that is not a foreign private issuer. This may afford less protection to holders of our securities.
As
a foreign private issuer under the Exchange Act, Nasdaq allows us to follow home country governance practices (in our case Australian)
in lieu of the otherwise applicable Nasdaq corporate governance requirements. In accordance with this exception, we follow Australian
corporate governance practices in lieu of certain of the Nasdaq corporate governance standards, as more fully described in our
Annual Report on Form 20-F for the fiscal year ended January 31, 2019, as amended, which is incorporated herein by reference.
See “Where You Can Find Additional Information.” In particular, we will follow Australian law and corporate
governance practices with respect to the composition of our board and audit committee, and with respect to quorum requirements
applicable to shareholder meetings. These differences may result in a board that is more difficult to remove as well as less shareholder
approvals required generally. We will also follow Australian law instead of the Nasdaq requirement to obtain shareholder approval
prior to the issuance of securities in connection with a change of control, certain acquisitions, private placements of securities,
or the establishment or amendment of certain stock option, purchase, or other equity compensation plans or arrangements. These
differences may result in less shareholder oversight and requisite approvals for certain acquisition or financing related decisions
or for certain company compensation related decisions. The Australian home country practices described above may afford less protection
to holders of our securities than that provided under the Nasdaq Listing Rules.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
The
statements contained in this prospectus that are not purely historical are forward-looking statements. Forward-looking statements
include, but are not limited to, statements regarding expectations, hopes, beliefs, intentions, or strategies regarding the future.
In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,”
“might,” “plan,” “possible,” “potential,” “predicts,” “project,”
“should,” “would,” and similar expressions may identify forward-looking statements, but the absence of
these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include,
for example, statements about our:
|
|
●
|
ability
to achieve profitability;
|
|
|
|
|
|
|
●
|
expectations
regarding industry trends and the size and growth rates of addressable markets;
|
|
|
|
|
|
|
●
|
reliance
on third parties for production and distribution;
|
|
|
|
|
|
|
●
|
our
business plan and growth strategies, including plans for expansion to new markets and new products;
|
|
|
|
|
|
|
●
|
expectations
for seasonal trends;
|
|
|
|
|
|
|
●
|
results
of operations;
|
|
|
|
|
|
|
●
|
ability
to manage growth;
|
|
|
|
|
|
|
●
|
ability
to complete strategic acquisitions;
|
|
|
|
|
|
|
●
|
ability
to minimize our production and distribution costs by utilizing funding sources provided by others;
|
|
|
|
|
|
|
●
|
regulatory
or operational risks;
|
|
|
|
|
|
|
●
|
success
in retaining or recruiting, or changes required in, our officers, key employees, or directors;
|
|
|
|
|
|
|
●
|
capital
structure;
|
|
|
|
|
|
|
●
|
ability
to obtain additional financing when and if needed;
|
|
|
|
|
|
|
●
|
liquidity
and trading of our securities; and
|
|
|
|
|
|
|
●
|
status
as an emerging growth company under the JOBS Act.
|
The
forward-looking statements contained in this prospectus are based on current expectations, assumptions, and beliefs concerning
future developments and their potential effects on us. There can be no assurance that future developments will be those that have
been assumed or anticipated. These forward-looking statements are subject to a number of risks and uncertainties (some of which
are beyond our control) that may cause actual results or performance to be materially different from those expressed or implied
by these forward-looking statements. These risks and uncertainties include, but are not limited to, those risks described from
time to time in our SEC filings and those risk factors described under the heading “Risk Factors.” Should one
or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary
in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise
any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required
under applicable securities laws.
USE
OF PROCEEDS
All
the Ordinary Shares sold under this prospectus will be sold or otherwise disposed of for the account of the Selling Shareholders.
We will not receive any proceeds from the sale of the Ordinary Shares under this prospectus.
CAPITALIZATION
AND INDEBTEDNESS
The
following table sets forth our capitalization at July 31, 2019 on an historical basis and on a pro forma basis, after giving effect
to the transactions described in the notes to the table. The pro forma capitalization in the table below does not give effect
to transactions occurring after December 31, 2019. The information presented in the capitalization table below is unaudited.
|
|
|
Historical
|
|
|
Pro
Forma
|
|
|
As
at July 31, 2019
|
|
NZ$
‘000
|
|
|
US$
‘000(8)
|
|
|
NZ$
‘000
|
|
|
US$
‘000(8)
|
|
|
Borrowings(3)(4)(5)(6)
|
|
|
25,975
|
|
|
|
17,923
|
|
|
|
36,009
|
|
|
|
24,846
|
|
|
Share Capital(1)(2)(5)
|
|
|
155,536
|
|
|
|
107,320
|
|
|
|
167,619
|
|
|
|
115,657
|
|
|
Accumulated Losses
|
|
|
(151,019
|
)
|
|
|
(104,203
|
)
|
|
|
(151,019
|
)
|
|
|
(104,203
|
)
|
|
Reserves
|
|
|
(499
|
)
|
|
|
(344
|
)
|
|
|
(499
|
)
|
|
|
(344
|
)
|
|
Total
Capitalization(7)
|
|
|
4,018
|
|
|
|
2,772
|
|
|
|
16,101
|
|
|
|
11,109
|
|
|
|
(1)
|
The
pro forma information reflects NZ$8.3 million/US$5.7 million related the issue, on August 19, 2019, of (i) 571,429
Ordinary Shares in a registered direct offering to certain of our suppliers at a price of US$7.00 per share, the purchase
price of which was paid through the cancellation of trade payables due to the suppliers in an amount equal to the aggregate
purchase price, or $4,000,000, and (ii) 285,714 Ordinary Shares in a registered direct offering to certain institutional and
accredited investors at a price of US$7.00 per share. The institutional and investors also received, in a concurrent private
placement, warrants to purchase up to 285,714 Ordinary Shares, representing 100% of the aggregate number of Ordinary Shares
purchased by such investors, at an exercise price of US$7.00 per share. H.C. Wainwright & Co., LLC acted as the placement
agent for the offering and the private placement to the institutional and accredited investors. We paid H.C. Wainwright &
Co., LLC an aggregate cash fee of US$160,000 and issued to its designees warrants to purchase an aggregate of 22,857 Ordinary
Shares at an exercise price of US$8.75 per share. Effective as of the closing of these offerings, the exercise prices of certain
outstanding warrants to purchase 185,500 Ordinary Shares held by certain of the institutional and accredited investors were
reduced to US$7.00 per share.
|
|
|
|
|
|
|
(2)
|
The pro forma information reflects the exercise,
on August 7 and September 29, 2019, of the warrants issued by us in a private placement in March 2019 as to 46,254
Ordinary Shares, on a cashless basis using a modified Black-Scholes value of the warrant, resulting in the issuance of 172,115
Ordinary Shares.
|
|
|
|
|
|
|
(3)
|
The
pro forma information reflects NZ$3.7 million/US$2.6 million related to the completion, on October 4, 2019, of the October
Placement of the October Note. The October Note accrues interest at 20% per annum and matures on October 4, 2021.
|
|
|
|
|
|
|
(4)
|
The
pro forma information reflects NZ$5.2 million/US$3.6 million related to the completion, on November 13, 2019, of the November
Placement of the November Note. The November Note accrues interest at 20% per annum and matures on November 12, 2021.
|
|
|
|
|
|
|
(5)
|
The
pro forma information reflects the exchange, between November 15, 2019 and December 31, 2019, of US$2,605,000 in principal
balance of the May Note for 1,202,311 Ordinary Shares.
|
|
|
|
|
|
|
(6)
|
The
pro forma information reflects NZ$4.6 million/US$3.2 million related to the completion,
on December 19, 2019, of the December Placement of the December Note. The December Note
accrues interest at 20% per annum and matures on December 19, 2021.
|
|
|
|
|
|
|
(7)
|
Capitalization
does not include the fair value of warrants issued since January 31, 2019, as their impact cannot be determined as of the
date hereof.
|
|
|
|
|
|
|
(8)
|
In
this prospectus certain New Zealand dollar amounts have been translated into United States dollars at the rate of NZ$1 = US$0.69.
Such translations should not be construed as representations that the New Zealand dollar amounts represent, or have been or
could be converted into, United States dollars at that or any other rate.
|
You
should read this table in conjunction with our consolidated financial statements as at and for the 6 months ended July 31, 2019,
which are incorporated by reference in this prospectus.
PRIVATE
PLACEMENTS OF THE NOTES
October
Placement
On
October 4, 2019, we completed the October Placement to Iliad Research and Trading, L.P. of the October Note and a warrant to purchase
Ordinary Shares, for a purchase price of $2,000,000, pursuant to the October NSPA. The October Note was sold with an original
issue discount of the $100,000 and we paid $20,000 of the investor’s expenses, which amount was added to the principal balance
of the October Note. Accordingly, the October Note had an initial principal balance of $2,120,000.
Until
November 7, 2019, the investor had the right to exchange the warrant for a 5% increase in the balance of the October Note. On
October 9, 2019, the investor exercised this right, and as result the warrant was cancelled and the balance of the October Note
was increased by approximately $106,000.
The
October NSPA includes certain customary representations and warranties and covenants. In addition, we 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. We did not complete the
financing by such date, and as a result the balance of the October Note was increased by approximately an additional US$228,000.
We also agreed to use commercially reasonable efforts to ensure the registration statement of which this prospectus forms a part
is declared effective by April 4, 2020.
The
October Note
The
October Note accrues interest at a rate of 20% per annum, compounded daily, and matures on October 4, 2021. We have the right
to prepay the October Note, subject to a 25% premium. The October Note is subordinated to our existing senior secured credit facility
with the Bank of New Zealand, pursuant to a Deed of Subordination between us, the investor and Bank of New Zealand.
Commencing
April 7, 2020 (or earlier upon the effectiveness of the registration statement of which this prospectus forms a part), the investor
has the right to convert the outstanding balance of the October Note into the Ordinary Shares at a conversion price of US$5.00
per share, subject to adjustment for stock dividends or subdivisions or combinations of the Ordinary Shares. If, after April 7,
2020, we are unable to issue conversion shares as a result of a lock-up or similar agreement, the amount due under the October
Note will be increased by 3% every 30 days at the investor’s option. The investor is prohibited from converting the October
Note to the extent the investor (together with its affiliates) would beneficially own more than 4.99% of the outstanding Ordinary
Shares (subject to increase to 9.99% if our market capitalization is less than US$10,000,000).
The
investor also has the right, beginning on April 7, 2020, to cause us to redeem any portion of the Note, up to a maximum of US$400,000
per month.
The
October 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 October Note; the failure to timely deliver Ordinary Shares upon conversion
of the October Note; the occurrence of certain events related to our bankruptcy or insolvency; the inaccuracy of our representations
and warranties in the October NSPA, the October Note and ancillary documents; the occurrence of a Fundamental Transaction (as
defined in the October Note) without the investor’s consent; the effectuation of a reverse stock split without notice to
the investor; 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 of our covenants in the October NSPA, the October Note and ancillary documents, and in our other
material debt documents. Upon the occurrence of an event of default, the investor may accelerate the October Note, such that all
amounts due under the October Note, plus up to an additional 25%, will become immediately due and payable. The investor may also
increase the interest rate to 22%. Acceleration of the October Note is automatic in the case of events of default relating to
our bankruptcy or insolvency.
November
Placement
On
November 13, 2019, we completed the November Placement to Iliad Research and Trading, L.P. of the November Note and a warrant
to purchase Ordinary Shares, for a purchase price of $3,000,000, pursuant to the November NSPA. The November Note was sold
with an original issue discount of the $150,000 and we paid $20,000 of the investor’s expenses, which amount was added to
the principal balance of the November Note. Accordingly, the November Note had an initial principal balance of $3,170,000.
Until
December 13, 2019, the investor had the right to exchange the warrant for a 5% increase in the balance of the November Note. On
November 15, 2019, the investor exercised this right, and as result the warrant was cancelled and the balance of the November
Note was increased by approximately US$159,000.
The
November NSPA includes certain customary representations and warranties and covenants. In addition, we agreed to complete a financing
for an additional $5,000,000, through the sale of Ordinary Shares and/or securities exercisable or exchangeable for or convertible
into Ordinary Shares, by December 27, 2019, and to ensure the registration statement of which this prospectus forms a part is
declared is effective by February 11, 2019. Upon any failure by us to comply with one of the covenants set forth in the preceding
sentence, the November Note will be subjected to a 10% premium. We did not complete the additional financing by the applicable
date, and as a result the balance of the November Note was increased by approximately an additional US$325,000.
The
November Note
The
November Note accrues interest at a rate of 20% per annum, compounded daily, and matures on November 12, 2021. We have the right
to prepay the November Note, subject to a 25% premium. The November Note is subordinated to our existing senior secured credit
facility with the Bank of New Zealand, pursuant to a Deed of Subordination between us, the investor and Bank of New Zealand.
Commencing
May 13, 2020 (or earlier upon the effectiveness of the registration statement of which this prospectus forms a part), the investor
has the right to convert the outstanding balance of the November Note into Ordinary Shares at a conversion price of US$4.00 per
share, subject to adjustment for stock dividends or subdivisions or combinations of the Ordinary Shares. If, after May 13, 2020,
we are unable to issue conversion shares as a result of a lock-up or similar agreement, the amount due under the November Note
will be increased by 3% every 30 days at the investor’s option. The investor is prohibited from converting the November
Note to the extent the investor (together with its affiliates) would beneficially own more than 4.99% of the outstanding Ordinary
Shares (subject to increase to 9.99% if our market capitalization is less than $10,000,000).
The
investor also has the right, beginning on May 13, 2020, to cause us to redeem any portion of the November Note, up to a maximum
of $600,000 per month.
The
November 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 November Note; the failure to timely deliver Ordinary Shares upon
conversion of the November Note; the occurrence of certain events related to our bankruptcy or insolvency; the inaccuracy of our
representations and warranties in the November NSPA, the November Note and ancillary documents; the occurrence of a Fundamental
Transaction (as defined in the November Note) without the investor’s consent; the effectuation of a reverse stock split
without notice to the investor; the entry of certain judgments and similar orders; the failure of the Ordinary Shares to be DWAC
eligible; the failure to comply with certain of our covenants in the November NSPA, the November Note and ancillary documents,
and in our other material debt documents. Upon the occurrence of an event of default, the investor may accelerate the November
Note, such that all amounts due under the November Note, plus up to an additional 25%, will become immediately due and payable.
The investor may also increase the interest rate to 22%. Acceleration of the November Note is automatic in the case of events
of default relating to our bankruptcy or insolvency.
December
Placement
On
December 19, 2019, we completed the December Placement to St. George Investments LLC of the December Note and a warrant to
purchase Ordinary Shares, for a purchase price of $3,000,000, pursuant to the December NSPA. The December Note was sold with
an original issue discount of the $150,000 and we paid $20,000 of the investor’s expenses, which amount was added to the
principal balance of the December Note. Accordingly, the December Note had an initial principal balance of $3,170,000.
Until
January 18, 2020, the investor had the right to exchange the warrant for a 5% increase in the balance of the December
Note. On January 2, 2020, the investor exercised this right, and as result the warrant was cancelled and the balance of the
December Note was increased by approximately US$160,000.
The
December SPA includes certain customary representations and warranties and covenants. In addition, we have agreed to ensure registration
statement of which this prospectus forms a part is declared effective by February 10, 2020, and to complete a financing for an
additional $5,000,000, through the sale of equity securities (not including securities with price reset features or with a price
that varies with market price), by February 2, 2020. Upon each failure by us to comply with one of the covenants set forth in
the preceding sentence, the December Note will be subjected to a 10% premium.
We
also granted the investor, for any financing through the sale of equity securities, a right of first offer to complete the financing
on substantially the terms contained in the December NSPA and related documents. We further agreed not to engage in sales of equity
securities in excess of $3 million per calendar month or $15 million cumulatively. The right of first offer and the restriction
on sales of equity securities expire under certain conditions as set forth in the December NSPA, and do not apply to sales of
up to $12 million of equity securities, provided the securities are not registered for resale within six months and certain other
conditions are met.
The
investor is also the holder of a Convertible Promissory Note issued on May 13, 2019 (the “May Note”), as previously
disclosed in a Report of Foreign Private Issuer on Form 6-K filed on May 17, 2019.
The
December Note
The
December Note accrues interest at a rate of 20% per annum, compounded daily, and matures on December 19, 2021. We have the right
to prepay the December Note, subject to a 25% premium. The December Note is subordinated to our existing senior secured credit
facility with the Bank of New Zealand, pursuant to a Deed of Subordination between us, the investor and Bank of New Zealand.
Commencing
June 19, 2020 (or earlier upon the effectiveness of the registration statement of which this prospectus forms a part), the investor
has the right to convert the outstanding balance of the December Note into Ordinary Shares at a conversion price of $4.00 per
share, subject to adjustment for stock dividends or subdivisions or combinations of the Ordinary Shares. If, after June 19, 2020,
we are unable to issue conversion shares as a result of a lock-up or similar agreement, the amount due under the December Note
will be increased by 3% every 30 days at the investor’s option. The investor is prohibited from converting the December
Note to the extent the investor (together with its affiliates) would beneficially own more than 4.99% of the outstanding Ordinary
Shares (subject to increase to 9.99% if our market capitalization is less than $10,000,000).
The
investor also has the right, beginning on June 19, 2020, to cause us to redeem any portion of the December Note, up to a maximum
of $600,000 per month.
The
December 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 December Note; the failure to timely deliver Ordinary Shares upon
conversion of the December Note; the occurrence of certain events related to our bankruptcy or insolvency; the inaccuracy of our
representations and warranties in the December NSPA, the December Note and ancillary documents; the occurrence of a Fundamental
Transaction (as defined in the December Note) without the investor’s consent; the effectuation of a reverse stock split
without notice to the investor, other than the reverse split effected on December 20, 2019; the entry of certain judgments and
similar orders; the failure of the Ordinary Shares to be DWAC eligible; the failure to comply with certain of our covenants in
the December NSPA, the December Note and ancillary documents, and in our other material debt documents. Upon the occurrence of
an event of default, the investor may accelerate the December Note, such that all amounts due under the December Note, plus up
to an additional 25%, will become immediately due and payable. The investor may also increase the interest rate to 22%. Acceleration
of the December Note is automatic in the case of events of default relating to our bankruptcy or insolvency.
SELLING
SHAREHOLDERS
The
Ordinary Shares being offered by the Selling Shareholders are those issuable to the Selling Shareholders upon conversion of the
Notes. When we refer to the “Selling Shareholders” in this prospectus, we mean the person listed in the table below,
and the pledgees, donees, permitted transferees, assignees, successors, and others who later come to hold any of the Selling Shareholders’
interests in our securities other than through a public sale. For additional information regarding the issuance of the Notes,
see “Private Placements of the Notes” above.
We
are registering the Ordinary Shares in order to permit the Selling Shareholders to offer the Ordinary Shares for resale from time
to time. Except for the ownership of the Notes, or as set forth in the table below, the Selling Shareholders have not had any
material relationship with us within the past three years. The Selling Shareholders are not a broker-dealer or an affiliate of
a broker-dealer.
The
table below lists the Selling Shareholders and other information regarding their beneficial ownership (as determined under Section
13(d) of the Exchange Act and the rules and regulations thereunder) of the Ordinary Shares.
The
second column lists the number of Ordinary Shares beneficially owned by the Selling Shareholders, based on their ownership of
the May Note (and Ordinary Shares issued in exchange therefor) and the Notes as of January 2, 2020, assuming conversion
in full of the May Note and the Notes on that date, but taking account of the limitations on conversion set forth
therein. Under the terms of the May Note and the Notes, a Selling Shareholder may not convert such notes to the extent the Selling Shareholder (together with its affiliates) would beneficially own more than 4.99% of the outstanding
Ordinary Shares (subject to increase to 9.99% if our market capitalization is less than $10,000,000). The number of shares in
the second column reflects these limitations.
The
third column lists the Ordinary Shares being offered by this prospectus by the Selling Shareholders and does not take into account
any limitations on conversion of the Notes set forth therein. The number of Ordinary Shares set forth in the third column represents
a good faith estimate of the number of Ordinary Shares underlying the Notes, assuming that the balance of each Note (including
all compounded interest) is converted in full into Ordinary Shares on its maturity date. The number of Ordinary Shares that will
actually be issued may be more or less than the number of shares being offered by this prospectus. Because the number of shares
in the second column is calculated as of January 2, 2020 taking into account the limitations on conversion described above, while the number of shares being offered by this prospectus is estimated as of the maturity date without taking
into account such limitations, the number of shares being offered by this prospectus as set forth in the third column exceeds
the number of shares beneficially owned by the Selling Shareholders as set forth in the second column.
The
fourth column assumes the conversion in full of the Notes as to all of the shares offered hereby and the sale of all such
shares by the Selling Shareholders pursuant to this prospectus, and further assumes conversion in full of the May Note on
that date, but taking account of the limitations on conversion set forth therein. The Selling Shareholders may sell all,
some or none of its shares in this offering. See “Plan of Distribution.”
|
|
|
Prior
to the Offering
|
|
|
Offered
Hereby
|
|
|
After
the Offering
|
|
|
Shareholder(1)
|
|
|
Ordinary
Shares
Beneficially Owned
|
|
|
|
Ordinary
Shares
|
|
|
|
Ordinary
Shares Beneficially Owned(2)
|
|
|
|
Beneficial
Ownership
Percentage(2)
|
|
|
Iliad
Research and Trading, L.P.(3)(5)
|
|
|
190,560
|
|
|
|
2,106,562
|
|
|
|
–
|
|
|
|
0.00
|
%
|
|
St.
George Investments LLC(4)(5)
|
|
|
190,560
|
|
|
|
1,248,820
|
|
|
|
178,216
|
|
|
|
2.56
|
%
|
|
|
(1)
|
Unless
otherwise indicated, the business address of each of the individuals and entities is Naked Brand Group Limited, c/o Bendon
Limited, Building 7C, Huntley Street, Alexandria NSW 2015, Australia.
|
|
|
|
|
|
|
(2)
|
Based
on 3,604,124 Ordinary Shares outstanding as of January 2, 2020, and assuming the conversion in full of the Notes
as to all of the shares offered hereby and the sale of all such shares by the Selling Shareholders pursuant to this prospectus.
|
|
|
|
|
|
|
(3)
|
Iliad
Research and Trading, L.P. (“IRT”) beneficial ownership consists entirely of the October Note and the November
Note. As of January 2, 2020, the Notes were convertible into 1,454,965 Ordinary Shares. The beneficial ownership
of IRT as of January 2, 2020 as set forth in the table above reflects limitations on conversion contained
in the October Note and the November Note, which provide that IRT may not convert such notes to the extent IRT (together
with its affiliates) would beneficially own more than 4.99% of the outstanding Ordinary Shares (subject to increase to 9.99%
if our market capitalization is less than $10,000,000). The number of Ordinary Shares offered by IRT pursuant to this prospectus
as set forth in the table above, on the other hand, is estimated as of the maturity date and does not reflect the limitations
on conversion contained in the October Note and the November Note. Accordingly, the number of Ordinary Shares offered by IRT
pursuant to this prospectus exceeds its beneficial ownership as of January 2, 2020. John M. Fife, as the President
of Fife Trading, Inc., which is the manager of Iliad Management, LLC, which is the general partner of IRT, has voting
and dispositive power over the Ordinary Shares held by IRT. The business address of IRT is 303 East Wacker Drive, Suite
1040, Chicago, IL 60601.
|
|
|
|
|
|
|
(4)
|
St.
George Investments LLC (“St. George”) beneficial ownership consists entirely of the May Note (and Ordinary Shares
issued in exchange therefor) and the December Note. As of January 2, 2020, St. George held 170,231 Ordinary
Shares directly, the May Note was convertible into 7,985 Ordinary Shares and the December Note was convertible into
838,598 Ordinary Shares. The beneficial ownership of St. George as of January 2, 2020 as set forth in the table
above reflects limitations on conversion contained in the May Note and the December Note, which provide
that St. George may not convert such notes to the extent St. George (together with its affiliates) would beneficially own
more than 4.99% of the outstanding Ordinary Shares (subject to increase to 9.99% if our market capitalization is less than
$10,000,000). The number of Ordinary Shares offered by St. George pursuant to this prospectus as set forth in the table above,
on the other hand, is estimated as of the maturity date and does not reflect the limitations on conversion contained in the
December Note. Accordingly, the number of Ordinary Shares offered by St. George pursuant to this prospectus exceeds its beneficial
ownership as of January 2, 2020. John M. Fife, as the President of Fife Trading, Inc., which is the manager of St.
George, has voting and dispositive power over the Ordinary Shares held by St. George. The business address of St. George is
303 East Wacker Drive, Suite 1040, Chicago, IL 60601.
|
|
|
|
|
|
|
(5)
|
Because
IRT and St. George are under common control, the limitation on conversion contained in the Notes and the May Note would apply
to IRT and St. George collectively. For the purposes of the presentation in the beneficial ownership table, the limit on beneficial
ownership has been split evenly between the entities.
|
PLAN
OF DISTRIBUTION
We
are registering the Ordinary Shares issuable upon conversion of the Notes to permit the resale of these Ordinary Shares by the
Selling Shareholders from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale
by the Selling Shareholders of the Ordinary Shares. We will bear all fees and expenses incident to our obligation to register
the Ordinary Shares.
The
Selling Shareholders may sell all or a portion of the Ordinary Shares held by them and offered hereby from time to time directly
or through one or more underwriters, broker-dealers or agents. If the Ordinary Shares are sold through underwriters or broker-dealers,
the Selling Shareholders will be responsible for underwriting discounts or commissions or agent’s commissions. The Ordinary
Shares may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying
prices determined at the time of sale or at negotiated prices. These sales may be effected in transactions, which may involve
crosses or block transactions, pursuant to one or more of the following methods:
|
|
●
|
on
any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
|
|
|
|
|
|
|
●
|
in
the over-the-counter market;
|
|
|
|
|
|
|
●
|
in
transactions otherwise than on these exchanges or systems or in the over-the-counter market;
|
|
|
|
|
|
|
●
|
through
the writing or settlement of options, whether such options are listed on an options exchange or otherwise;
|
|
|
|
|
|
|
●
|
ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
|
|
|
|
|
●
|
block
trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction;
|
|
|
|
|
|
|
●
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for its account;
|
|
|
|
|
|
|
●
|
an
exchange distribution in accordance with the rules of the applicable exchange;
|
|
|
|
|
|
|
●
|
privately
negotiated transactions;
|
|
|
|
|
|
|
●
|
short
sales made after the date the registration statement of which this prospectus forms a part is declared effective by the SEC;
|
|
|
|
|
|
|
●
|
broker-dealers
may agree with a selling securityholder to sell a specified number of such shares at a stipulated price per share;
|
|
|
|
|
|
|
●
|
a
combination of any such methods of sale; and
|
|
|
|
|
|
|
●
|
any
other method permitted pursuant to applicable law.
|
The
Selling Shareholders may also sell Ordinary Shares under Rule 144 promulgated under the Securities Act of 1933, as amended, if
available, rather than under this prospectus. In addition, the Selling Shareholders may transfer the Ordinary Shares by other
means not described in this prospectus. If the Selling Shareholders effect such transactions by selling Ordinary Shares to or
through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form
of discounts, concessions or commissions from the Selling Shareholders or commissions from purchasers of the Ordinary Shares for
whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular
underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). The Selling
Shareholders may also loan or pledge Ordinary Shares to broker-dealers that in turn may sell such shares.
The
Selling Shareholders may pledge or grant a security interest in some or all of the Ordinary Shares owned by it and,
if a Selling Shareholders defaults in the performance of its secured obligations, the pledgees or secured parties may offer and
sell the Ordinary Shares from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3)
or other applicable provision of the Securities Act amending, if necessary, the list of Selling Shareholders to include the pledgee,
transferee or other successors in interest as Selling Shareholders under this prospectus. The Selling Shareholders also may transfer
and donate the Ordinary Shares in other circumstances in which case the transferees, donees, pledgees or other successors in interest
will be the selling beneficial owners for purposes of this prospectus.
To
the extent required by the Securities Act and the rules and regulations thereunder, the Selling Shareholders and any broker-dealer
participating in the distribution of the Ordinary Shares may be deemed to be “underwriters” within the meaning of
the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed
to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the Ordinary Shares
is made, a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of Ordinary Shares
being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions
and other terms constituting compensation from the Selling Shareholders and any discounts, commissions or concessions allowed
or re-allowed or paid to broker-dealers.
Under
the securities laws of some states, the Ordinary Shares may be sold in such states only through registered or licensed brokers
or dealers. In addition, in some states the Ordinary Shares may not be sold unless such shares have been registered or qualified
for sale in such state or an exemption from registration or qualification is available and is complied with.
There
can be no assurance that the Selling Shareholders will sell any or all of the Ordinary Shares registered pursuant to the registration
statement of which this prospectus forms a part.
The
Selling Shareholders and any other person participating in such distribution will be subject to applicable provisions of the Exchange
Act, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange
Act, which may limit the timing of purchases and sales of any of the Ordinary Shares by the Selling Shareholders and any other
participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution
of the Ordinary Shares to engage in market-making activities with respect to the Ordinary Shares. All of the foregoing may affect
the marketability of the Ordinary Shares and the ability of any person or entity to engage in market-making activities with respect
to the Ordinary Shares.
We
will pay all expenses of the registration of the Ordinary Shares pursuant to the registration rights agreement, estimated to be
$24,814 in total, including, without limitation, SEC filing fees and expenses of compliance with state securities or “blue
sky” laws; provided, however, a Selling Shareholder will pay all underwriting discounts and selling commissions, if any.
Once
sold under the registration statement, of which this prospectus forms a part, the Ordinary Shares will be freely tradable in the
hands of persons other than our affiliates.
Our
Ordinary Shares are registered under the Exchange Act and trade on Nasdaq under the symbol “NAKD”.
Our
Ordinary Shares are issued in registered form. The transfer agent for our Ordinary Shares is Continental Stock Transfer &
Trust Company.
EXPENSES
The
following table sets forth the costs and expenses payable by us in connection with registering the common stock that may be sold
by Selling Shareholders under this prospectus. All amounts listed below are estimates except the SEC registration fee.
|
Itemized
expense
|
|
Amount
|
|
|
SEC registration fee
|
|
$
|
814
|
|
|
Legal fees and expenses
|
|
$
|
15,000
|
|
|
Accounting fees and expenses
|
|
$
|
2,000
|
|
|
Transfer agent and registrar fees
|
|
$
|
5,000
|
|
|
Miscellaneous
|
|
$
|
2,000
|
|
|
Total
|
|
$
|
24,814
|
|
LEGAL
MATTERS
Graubard
Miller, New York, New York, is acting as counsel in connection with the registration of our securities under the Securities Act.
HWL Ebsworth Lawyers, Syndey, Australia, will pass upon the validity of the Ordinary Shares offered in this prospectus and on
matters of Australia law.
EXPERTS
The
financial statements as of January 31, 2019, 2018 and 2017 and for the years ended January 31, 2019 and 2018 and the seven months
ended January 31, 2017, incorporated by reference in this registration statement, have been so included in reliance on the report
(which contains an explanatory paragraph relating to our ability to continue as a going concern as described in Note 2 to the
financial statements) of BDO Audit Pty Ltd, an independent registered public accounting firm, given on the authority of said firm
as experts in auditing and accounting.
The
financial statements as of June 30, 2016 and for the year ended June 30, 2016, incorporated by reference in this registration
statement, have been so included in reliance on the report (which contains an explanatory paragraph relating to our ability to
continue as a going concern as described in Note 2 to the financial statements) of PricewaterhouseCoopers, an independent registered
public accounting firm, given on the authority of said firm as experts in auditing and accounting.
SERVICE
OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
We
are an Australian company and our executive offices are located outside of the United States. Certain of our directors and officers
and some of the experts in this prospectus reside outside the United States. In addition, a substantial portion of our assets
and the assets of our directors, officers and experts are located outside of the United States. As a result, you may have difficulty
serving legal process within the United States upon us or any of these persons. You may also have difficulty enforcing, both in
and outside of the United States, judgments you may obtain in U.S. courts against us or these persons in any action, including
actions based upon the civil liability provisions of U.S. federal or state securities laws. Furthermore, there is substantial
doubt that the courts of Australia would enter judgments in original actions brought in those courts predicated on U.S. federal
or state securities laws.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We
have filed with the SEC a registration statement on Form F-3 with respect to the Ordinary Shares offered hereby. This prospectus,
which forms a part of the registration statement, does not contain all of the information set forth in the registration statement
and the exhibits thereto. The registration statement includes and incorporates by reference additional information and exhibits.
Statements made in this prospectus concerning the contents of any contract, agreement or other document filed as an exhibit to
the registration statement are summaries of the material terms of such contracts, agreements or documents, but do not repeat all
of their terms. Reference is made to each such exhibit for a more complete description of the matters involved and such statements
shall be deemed qualified in their entirety by such reference. The registration statement and the exhibits and schedules thereto
filed with the SEC are available without charge on the website maintained by the SEC at http://www.sec.gov that contains periodic
reports and other information regarding registrants that file electronically with the SEC.
We
are subject to the information and periodic reporting requirements of the Exchange Act and we file periodic reports and other
information with the SEC. These periodic reports and other information are available on the website of the SEC referred to above.
As a “foreign private issuer,” we are exempt from the rules under the Exchange Act prescribing the furnishing and
content of proxy statements to shareholders. Those proxy statements are not expected to conform to Schedule 14A of the proxy rules
promulgated under the Exchange Act. In addition, as a “foreign private issuer,” we are exempt from the rules under
the Exchange Act relating to short swing profit reporting and liability.
INCORPORATION
BY REFERENCE OF CERTAIN DOCUMENTS
The
SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important information
to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus.
This prospectus incorporates by reference our documents listed below:
|
|
●
|
our
Annual Report on Form 20-F filed with the SEC on June 14, 2019, as amended on January 3, 2020;
|
|
|
|
|
|
|
●
|
our
reports on Form 6-K filed with the SEC on February 11, 2019, February 15, 2019, March 28, 2019, April 3, 2019, May 17, 2019,
June 14, 2019, June 27, 2019, July 10, 2019, July 23, 2019, July 25, 2019, August 6, 2019, August 16, 2019, August 20, 2019,
October 9, 2019, October 16, 2019, November 15, 2019, December 3, 2019, December 6, 2019, December 12, 2019, December 16,
2019 (two reports), December 19, 2019, December 20, 2019 (two reports) and January 3, 2020; and
|
|
|
|
|
|
|
●
|
the
description of our Ordinary Shares contained in our registration statement on Form 8-A (No. 001-38544) filed with the SEC
pursuant to Section 12(b) of the Exchange Act.
|
We
are also incorporating by reference all subsequent Annual Reports on Form 20-F that we file with the SEC and certain reports on
Form 6-K that we furnish to the SEC after the date of the initial filing of and prior to the effectiveness of the registration
statement of which this prospectus forms a part, and all such Annual Reports and reports on Form 6-K that we file after the date
of this prospectus (in each case, if such Form 6-K states that it is incorporated by reference into this prospectus), until we
file a post-effective amendment indicating that the offering of the securities made by this prospectus has been terminated.
Any
statement contained in a document filed before the date of this prospectus and incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this prospectus. Any information that we file after the date of this prospectus with the SEC and incorporated by reference
herein will automatically update and supersede the information contained in this prospectus and in any document previously incorporated
by reference in this prospectus.
You
should assume that the information appearing in this prospectus and any accompanying prospectus supplement, as well as the information
we previously filed with the SEC and incorporated by reference, is accurate as of the dates on the front cover of those documents
only.
We
will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the reports
or documents that have been incorporated by reference in the prospectus contained in the registration statement not delivered
with the prospectus. We will provide these reports or documents upon written or oral request at no cost to the requester. Requests
for such documents should be made to Naked Brand Group Limited, Attn: Mr. Justin Davis-Rice, c/o Bendon Limited, Building 7C,
Huntley Street, Alexandria, NSW 2015, Australia. Such documents may also be accessed free of charge on our website at www.bendon.com.
PART
II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
Item
8. Indemnification of Directors and Officers.
We
must indemnify current and past directors and other executive officers of the Company on a full indemnity basis and to the fullest
extent permitted by law against all liabilities incurred by the director or officer as a result of their holding office in the
Company or a related body corporate.
We
may also, to the extent permitted by law, purchase and maintain insurance, or pay or agree to pay a premium for insurance, for
each director and officer against any liability incurred by the director or officer as a result of their holding office in the
Company or a related body corporate.
Under
the Corporations Act, a company or a related body corporate must not indemnify a person against any liabilities incurred as an
officer or auditor of the company if it is a liability:
|
|
(a)
|
owed
to the company or a related body corporate;
|
|
|
|
|
|
|
(b)
|
for
a pecuniary penalty or compensation order made in accordance with the Corporations Act; or
|
|
|
|
|
|
|
(c)
|
that
is owed to someone other than the company or a related body corporate and did not arise out of conduct in good faith.
|
In
addition, a company or related body corporate must not indemnify a person against legal costs incurred in defending an action
for a liability incurred as an officer or auditor of the company if the costs are incurred in:
|
|
(a)
|
defending
or resisting proceedings in which the person is found to have a liability of the type described above;
|
|
|
|
|
|
|
(b)
|
in
defending or resisting criminal proceedings in which the person is found guilty;
|
|
|
|
|
|
|
(c)
|
in
defending or resisting proceedings brought by the Australian corporate regulator or a liquidator for a court order if the
grounds for making the order are found to have been established; or
|
|
|
|
|
|
|
(d)
|
in
connection with proceedings for relief to the person under the Corporations Act in which the Court denies the relief.
|
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling
us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
Item
9. Exhibits.
The
exhibits filed herewith or incorporated by reference herein are listed in the Exhibit Index below.
Item
10. Undertakings.
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective
Registration Statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement.
provided,
however, that paragraphs (i), (ii) and (iii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or
is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4)
To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of
Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise
required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus,
by means of a post-effective amendment, financial statements required pursuant to this paragraph and other information necessary
to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding
the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial
statements and information required by Section 10(a)(3) of the Act or Item 8.A of Form 20-F if such financial statements and information
are contained in periodic reports filed with or furnished to the Commission pursuant to section 13 or section 15(d) of the Exchange
Act that are incorporated by reference in the Form F-3.
(5)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant
to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule
430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to the date of first
use.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(h)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, that registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Sydney, Australia, on the 3rd day of January, 2020.
|
|
NAKED
BRAND GROUP LIMITED
|
|
|
|
|
|
|
By:
|
/s/
Justin Davis-Rice
|
|
|
|
Justin
Davis-Rice
|
|
|
|
Executive
Chairman
|
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Justin Davis-Rice and
David Adams as his true and lawful attorney-in-fact, with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities to sign any and all amendments including post-effective amendments to this proxy statement/prospectus
and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully
do or cause to be done by virtue thereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/
Justin Davis-Rice
|
|
Executive
Chairman and Director (Principal Executive Officer)
|
|
January
3, 2020
|
|
Justin
Davis-Rice
|
|
|
|
|
|
|
|
/s/
David Adams
|
|
Interim
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
|
|
January
3, 2020
|
|
David
Adams
|
|
|
|
|
|
|
|
/s/
Paul Hayes
|
|
Director
|
|
January
3, 2020
|
|
Paul
Hayes
|
|
|
|
|
|
|
|
/s/
Andrew Shape
|
|
Director
|
|
January
3, 2020
|
|
Andrew
Shape
|
|
|
|
|
|
|
|
/s/
Kelvin Fitzalan
|
|
Director
|
|
January
3, 2020
|
|
Kelvin
Fitzalan
|
Authorized
Representative in the United States
|
GRAUBARD
MILLER
|
|
|
|
|
|
|
By:
|
/s/
Jeffrey M. Gallant
|
|
|
Name:
|
Jeffrey
M. Gallant
|
|
|
Title:
|
Partner
|
|
|
Date:
|
January
3, 2020
|
|
EXHIBIT
INDEX
|
Exhibit
No.
|
|
Description
|
|
|
|
|
|
3.1
|
|
Constitution
of Naked Brand Group Limited (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form F-4/A, File No.
333-223786, filed with the SEC on April 11, 2018).
|
|
|
|
|
|
4.1
|
|
Specimen
Ordinary Share Certificate (incorporated by reference to Exhibit 4.1 filed with the Company’s Registration Statement
on Form F-4/A, File No. 333-223786, filed with the SEC on April 11, 2018).
|
|
|
|
|
|
4.2
|
|
Convertible
Promissory Note dated as of October 4, 2019 (incorporated by reference to Exhibit 4.1 to the Company’s Form 6-K filed
on October 9, 2019).
|
|
|
|
|
|
4.3
|
|
Convertible
Promissory Note dated as of November 12, 2019 (incorporated by reference to Exhibit 4.1 to the Company’s Form 6-K filed
on November 15, 2019).
|
|
|
|
|
|
4.4
|
|
Convertible
Promissory Note dated as of December 19, 2019 (incorporated by reference to Exhibit 4.1 to the Company’s Form 6-K filed
on December 20, 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. incorporated by reference to Exhibit 10.1 to the Company’s Form 6-K filed on October 9, 2019).
|
|
|
|
|
|
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. (incorporated by reference to Exhibit 10.2 to the Company’s Form 6-K filed on October 9, 2019).
|
|
|
|
|
|
10.3
|
|
Securities
Purchase Agreement, dated as of November 12, 2019, by and between Naked Brand Group Limited and Iliad Research and Trading,
L.P. (incorporated by reference to Exhibit 10.1 to the Company’s Form 6-K filed on November 15, 2019).
|
|
|
|
|
|
10.4
|
|
Deed
of Subordination, dated as of November 12, 2019, by and among Naked Brand Group Limited, Bank of New Zealand and Iliad Research
and Trading, L.P. (incorporated by reference to Exhibit 10.2 to the Company’s Form 6-K filed on November 15, 2019).
|
|
|
|
|
|
10.5
|
|
Securities
Purchase Agreement, dated as of December 19, 2019, by and between Naked Brand Group Limited and St. George Investments LLC
(incorporated by reference to Exhibit 10.1 to the Company’s Form 6-K filed on December 20, 2019).
|
|
|
|
|
|
10.6
|
|
Deed
of Subordination, dated as of December 19, 2019, by and among Naked Brand Group Limited, Bank of New Zealand and St. George
Investments LLC (incorporated by reference to Exhibit 10.2 to the Company’s Form 6-K filed on December 20, 2019).
|
|
|
|
|
|
5.1
|
|
Opinion
of HWL Ebsworth Lawyers.*
|
|
|
|
|
|
23.1
|
|
Consent
of BDO Audit Pty Ltd.
|
|
|
|
|
|
23.2
|
|
Consent
of PricewaterhouseCoopers.
|
|
|
|
|
|
23.3
|
|
Consent
of HWL Ebsworth Lawyers (included in Exhibit 5.1).
|
|
|
|
|
|
24.1
|
|
Power
of attorney (included on signature page).
|
*
To be filed by amendment.
Cenntro Electric (NASDAQ:NAKD)
Historical Stock Chart
From Mar 2024 to Apr 2024
Cenntro Electric (NASDAQ:NAKD)
Historical Stock Chart
From Apr 2023 to Apr 2024
