AND EXCHANGE COMMISSION
OF FOREIGN PRIVATE ISSUER
TO RULE 13a-16 OR 15d-16 UNDER THE
EXCHANGE ACT OF 1934
the month of: March 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 Failure to Satisfy a Continued Listing Rule or Standard.
March 11, 2020, Naked Brand Group Limited (the “Company”) received a notice from the Listing Qualifications
Department of The Nasdaq Stock Market (“Nasdaq”) stating that, for the last 30 consecutive business days, the
closing bid price for the Company’s ordinary shares had been below the minimum of $1.00 per share required for continued
inclusion on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). The notification letter stated that the Company would
be afforded 180 calendar days (until September 8, 2020) to regain compliance with the minimum bid price requirement. In order
to regain compliance, the closing bid price for the Company’s ordinary shares must be at least $1.00 per share for a minimum
of ten consecutive business days. The notification letter also stated that in the event the Company does not regain compliance
within the 180-day period, the Company may be eligible for additional time.
Nasdaq notification has no effect at this time on the listing of the Company’s ordinary shares, and the ordinary shares
will continue to trade uninterrupted under the symbol “NAKD.” The Company intends to actively monitor the bid price
for its common stock between now and September 8, 2020 and will consider all available options to regain compliance with the Nasdaq
minimum bid price requirement.
March 11, 2020, the Company issued a press release announcing receipt of the notice from Nasdaq. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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.
NAKED BRAND GROUP LIMITED