AND EXCHANGE COMMISSION
OF FOREIGN PRIVATE ISSUER
TO RULE 13a-16 OR 15d-16 UNDER THE
EXCHANGE ACT OF 1934
the month of: February 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-___________.
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On February 12,
2020, Naked Brand Group Limited (the “Company”) completed a private placement to St. George Investments
LLC (the “Holder”) of a Convertible Promissory Note (the “Note”) and a Warrant to Purchase
Ordinary Shares (the “Warrant”), for a purchase price of $3,000,000, pursuant to a Securities Purchase Agreement
(the “SPA”) dated as of February 11, 2020.
Company intends to use approximately $790,000 of the net proceeds from the sale of the Note to repay a portion of the loans under
the Company’s existing senior secured credit facility with the Bank of New Zealand.
to the SPA, the Note was sold with an original issue discount of the $150,000 and the Company paid $20,000 of the Holder’s
expenses, which amount was added to the principal balance of the Note. Accordingly, the Note had an initial principal balance
March 13, 2020, the Holder has the right to exchange the Warrant for a 5% increase in the outstanding balance of the Note.
SPA includes certain customary representations and warranties and covenants. In addition, the Company has agreed to (i) file a
registration statement registering the shares issuable upon conversion of the Note by May 11, 2020; (ii) ensure the registration
statement declared is effective by June 10, 2020; and (iii) 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 March
27, 2020. Upon each failure by the Company to comply with one of the covenants set forth in the preceding sentence, the Note will
be subjected to a 10% premium.
The Company also granted
the Holder, 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 SPA and related documents. The Company further agreed not to engage in sales of equity securities in
excess of $3 million per calendar month (except such limit shall be $1.5 million for March and April 2020) 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 SPA, and do not apply to one financing of up to $12 million, provided the securities are not registered for resale
within six months and certain other conditions are met.
Holder and its affiliates are also the holders of Convertible Promissory Notes issued by the Company on October 4, 2019, November
12, 2019, December 19, 2019 and January 9, 2020, as previously disclosed in the Reports of Foreign Private Issuer on Form 6-K
filed on October 9, 2019, November 15, 2019, December 20, 2019 and January 10, 2020, respectively.
Note accrues interest at a rate of 20% per annum, compounded daily, and matures on February 11, 2022. The Company has the right
to prepay the Note, subject to a 25% premium. The Note is subordinated to the Company’s existing senior secured credit facility
with the Bank of New Zealand, pursuant to a Deed of Subordination (the “Subordination Agreement”) between the
Company, the Holder and Bank of New Zealand.
August 12, 2020 (or earlier upon the effectiveness of the registration statement mentioned above), the Holder has the right
to convert the outstanding balance of the Note into the Company’s ordinary shares at a conversion price of $4.00 per share,
subject to adjustment for stock dividends or subdivisions or combinations of the Company’s ordinary shares. If, after August
12, 2020, the Company is unable to issue conversion shares as a result of a lock-up or similar agreement, the amount due
under the Note will be increased by 3% every 30 days at the Holder’s option. The Holder is prohibited from converting the
Note to the extent the Holder (together with its affiliates) would beneficially own more than 4.99% of the Company’s outstanding
ordinary shares (subject to increase to 9.99% if the Company’s market capitalization is less than $10,000,000).
Holder also has the right, beginning on August 12, 2020, to cause the Company to redeem any portion of the Note, up to
a maximum of $600,000 per month.
Note includes certain customary events of default, including, without limitation the following (subject to grace periods in certain
cases): the failure to pay amounts due under the Note; the failure to timely deliver ordinary shares upon conversion of the Note;
the occurrence of certain events related to bankruptcy or insolvency of the Company; the inaccuracy of the Company’s representations
and warranties in the SPA, the Note and ancillary documents; the occurrence of a Fundamental Transaction (as defined in the Note)
without the Holder’s consent; the effectuation of a reverse stock split without notice to the Holder; the entry of certain
judgments and similar orders; the failure of the ordinary shares to be DWAC eligible; the failure to comply with certain covenants
of the Company in the SPA, the Note and ancillary documents, and in other material debt documents of the Company. Upon the occurrence
of an event of default, the Holder may accelerate the Note, such that all amounts due under the Note, plus up to an additional
25%, will become immediately due and payable. The Holder may also increase the interest rate to 22%. Acceleration of the Note
is automatic in the case of events of default relating to bankruptcy or insolvency of the Company.
Warrant entitles the Holder to purchase a number of ordinary shares equal to the number of ordinary shares issued under the Note.
The Warrant has an exercise price of $5.00 per share, subject to adjustment for stock dividends or subdivisions or combinations
of the Company’s ordinary shares, and expires on February 28, 2022. If there is no current and effective registration statement
available for the resale of the warrant shares after August 11, 2020, the Holder may exercise the Warrant on a cashless basis.
The Holder is prohibited from exercising the Warrant to the extent the Holder (together with its affiliates) would beneficially
own more than 4.99% of the Company’s outstanding ordinary shares (subject to increase to 9.99% if the Company’s market
capitalization is less than $10,000,000).
of the SPA, Note, Warrant and Subordination Agreement are attached to this Report of Foreign Private Issuer on Form 6-K as Exhibit
10.1, 4.1, 4.2 and 10.2, respectively, and are incorporated herein by reference. The foregoing description of the SPA, Note, Warrant
and Subordination Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibits.
copies of the SPA, Note, Warrant and Subordination Agreement have been included to provide investors and security holders with
information regarding its terms. The copies are not intended to provide any other factual information about the Company. The representations,
warranties and covenants contained in the agreements were made only for purposes of such agreement and as of specific dates, were
solely for the benefit of the parties to the agreements, may have been made in some cases solely for the allocation of risk between
the parties and may be subject to limitations agreed upon by the parties.
Sales of Equity Securities.
Note, the Warrant and the ordinary shares issuable upon conversion of the Note or exercise of the Warrant were offered and sold,
or are being offered and sold, in a private placement to accredited investors pursuant to the exemption from registration contained
in Section 4(a)(2) of the Securities Act.
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
Statements and Exhibits.
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.
BRAND GROUP LIMITED