AND EXCHANGE COMMISSION
OF FOREIGN PRIVATE ISSUER
TO RULE 13a-16 OR 15d-16 UNDER THE
EXCHANGE ACT OF 1934
the month of: January 2020
File Number: 001-38544
BRAND GROUP LIMITED
of registrant’s name into English)
Bendon Limited, Building 7C, Huntley Street, Alexandria, NSW 2015, Australia
of Principal Executive Offices)
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F [X] Form 40-F
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [ ] No [X]
“Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-___________.
January 23, 2020, Naked Brand Group Limited (the “Company”) and St. George Investments LLC (the “Lender”)
agreed to amend that certain Convertible Promissory Note issued by the Company to the Lender on December 19, 2019 (the “Note”),
in order to temporarily reduce the conversion price of the Note from $4.00 to $0.8325, subject to adjustment as provided therein.
During the period from January 23, 2020 through and including January 30, 2020, the Lender will be entitled to convert up to $400,000
of the outstanding balance of the Note at the reduced conversion price. The conversion price will revert to $4.00 immediately
after January 30, 2020, or earlier if the maximum amount is converted prior to such date.
information contained in this Form 6-K, including the exhibits hereto, shall be incorporated by reference in the Company’s
registration statements on Form F-3 (File Nos. 333- 226192, 333-230757, 333-232229 and 333-235801) and the prospectuses included
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
January 24, 2020
BRAND GROUP LIMITED