Filed Pursuant
to Rule 424(b)(5)
Registration No. 333-213965
PROSPECTUS SUPPLEMENT NO. 2
(To prospectus dated October 19,
2016)
$5,000,000
Naked Brand
Group Inc.
Common
Stock
We have entered into an at the market offering
agreement, or distribution agreement, with Maxim Group LLC, or Maxim, relating to shares of our common stock offered by this prospectus
supplement and the accompanying prospectus. In accordance with the terms of the distribution agreement, we may offer and sell shares
of our common stock having an aggregate offering price of up to $5,000,000 from time to time through Maxim as our sales agent.
Our common stock
trades on The NASDAQ Capital Market under the symbol “NAKD.” On February 9, 2017, the last reported sales price of
our common stock on The NASDAQ Capital Market was $2.85 per share.
Sales of common
shares, if any, under this prospectus supplement and the accompanying prospectus, may be made by means of ordinary brokers' transactions
on the Nasdaq Capital Market, in negotiated transactions or transactions that are deemed to be "at the market offerings”
as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made to or through a market maker other than
on an exchange, at prices related to the prevailing market prices or at negotiated prices.
The aggregate market
value of our outstanding common shares held by non-affiliates as of February 9, 2017 was approximately $24,426,452, based on 8,152,313
common shares outstanding, of which 6,729,050 are held by non-affiliates, and a closing price on the Nasdaq Capital Market of $3.63
(the closing price on February 7, 2017). Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities
registered on this registration statement in a public primary offering with a value exceeding more than one-third of the aggregate
market value of our voting and non-voting common equity held by non-affiliates in any 12-month period so long our public float
remains below $75 million. As of the date hereof, excluding the securities offered hereby, $1,955,000 of our securities have been
sold pursuant to General Instruction I.B.6 of Form S-3 during the preceding 12 months.
Investing in
our common stock involves risks. Before buying any shares, you should read the discussion of material risks of investing in our
common stock in “
Risk Factors
” beginning on page S-3 of this prospectus supplement, and in the risks discussed
in the documents incorporated by reference in this prospectus supplement.
Neither the
Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The compensation
to the sales agent for sales of common shares will be 3.5% of the gross sales price of all common shares sold through the sales
agent from time to time under the distribution agreement. Subject to the terms and conditions of the distribution agreement, the
sales agent will use its commercially reasonable efforts to sell on our behalf any common shares to be offered by us under the
distribution agreement. The net proceeds from any sales under this prospectus supplement will be used as described under "Use
of Proceeds" in this prospectus supplement.
Maxim
Group LLC
Prospectus Supplement
dated February 10, 2017.
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PROSPECTUS
You should rely
only on the information contained in or incorporated by reference into this prospectus supplement, the accompanying prospectus,
or any free writing prospectus that we have authorized for use in connection with this offering. We have not authorized any other
person to provide you with different or additional information. If anyone provides you with different or additional information,
you should not rely on it. We take no responsibility for, and can provide no assurances as to the reliability of, any other information
that others may give you. This prospectus supplement and the accompanying prospectus are not offers to sell, nor are they seeking
an offer to buy, the shares offered by this prospectus supplement or the accompanying prospectus in any jurisdiction where the
offer or sale is not permitted. The information contained in this prospectus supplement, the accompanying prospectus and the documents
incorporated by reference herein is accurate only as of the dates of the respective documents in which such information is included,
regardless of the time of delivery of this prospectus supplement or any sale of the shares of common stock offered hereby. Our
business, financial condition, liquidity, results of operations and prospects may have changed since those dates. You should read
this prospectus supplement, the accompanying prospectuses, the documents incorporated by reference in the accompanying prospectuses,
and any free writing prospectus that we have authorized for use in connection with this offering, in their entirety before making
an investment decision. You should also read and consider the information in the documents to which we have referred you in the
sections of this prospectus supplement and the accompanying prospectus entitled “Where You Can Find More Information”
and “Incorporation of Certain Information by Reference.”
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus
supplement and the accompanying prospectus, are part of a “shelf” registration statement on Form S-3 (File No. 333-213965)
that we filed with the Securities and Exchange Commission (SEC) on October 5, 2016 and that was declared effective on October 19,
2016.
Unless the context
otherwise indicates, references in this Prospectus Supplement to the “accompanying prospectus” refer to the prospectus.
This document consists
of two parts. The first part is this prospectus supplement, including the documents incorporated by reference, which describes
the specific terms of this offering. The second part, the accompanying prospectus, including the documents incorporated by reference,
gives more general information, some of which does not apply to this offering. Generally, when we refer only to the “prospectus,”
we are referring to both parts combined. This prospectus supplement may add to, update or change information contained in the accompanying
prospectus, as supplemented, and the documents incorporated by reference into this prospectus supplement or the accompanying prospectus.
You should read
this prospectus supplement, the accompanying prospectus, the documents incorporated by reference in this prospectus supplement
and the accompanying prospectus before making an investment decision. You should also read and consider the information in the
documents referred to in the sections of this prospectus supplement entitled “Where You Can Find More Information”
and “Incorporation of Certain Documents by Reference.” If information in this prospectus supplement is inconsistent
with the accompanying prospectus or with any document incorporated by reference in this prospectus supplement or the accompanying
prospectus that was filed with the SEC before the date of this prospectus supplement, you should rely on this prospectus supplement.
We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any
document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including,
in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made.
Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state
of our affairs.
All references
in this prospectus supplement or the accompanying prospectus to “we,” “us,” “our” and “our
company” mean Naked Brand Group Inc. and our wholly-owned subsidiary, Naked Inc., as applicable, unless the context clearly
indicates otherwise unless we state otherwise or the context otherwise indicates.
SUMMARY
This summary
highlights selected information about us and this common stock offering. This summary is not complete and may not contain all of
the information that is important to you. We encourage you to read this prospectus supplement and the accompanying prospectus,
including the information under the caption “Risk Factors” and the information we incorporate by reference, in its
entirety.
About
Our Company
We are an apparel and lifestyle brand company
that is currently focused on innerwear products for women and men. Under our flagship brand name and registered trademark “Naked
®
”,
we design, manufacture and sell men’s and women’s underwear, intimate apparel, loungewear and sleepwear through retail
partners and direct to consumer through our online retail store www.wearnaked.com. We have a growing retail footprint for our men’s
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, Soma.com, Saksfifthavenue.com, barenecessities.com and others.
Our products are sold in North America;
however, we believe our products appeal to men and women around the globe. We are currently exploring international distribution
relationships for our Naked and Wade X Naked products and we anticipate that we will commence selling a limited number of products
in markets such as Europe, Asia, and Central and South America starting in 2017.
In the future, we intend to expand the Naked
brand on our own and through licensing partnerships into other apparel and product categories that can exemplify the mission of
the brand, such as athleisure and activewear, swimwear, sportswear, hosiery, bedding and home products, and more.
CORPORATE INFORMATION
Naked Brand Group
Inc. was incorporated in the State of Nevada on May 17, 2005 under the name of Search By Headlines.com Corp. Immediately prior
to the transaction with Naked Inc. described below, we were a public reporting “shell company,” as defined in Rule
12b-2 under the Exchange Act.
On July 30, 2012,
we completed a reverse acquisition of Naked Inc., whereby we acquired all of the issued and outstanding common shares of Naked
Inc. in exchange for the issuance of 337,500 shares of common stock in the capital of our company to the Naked Inc. shareholders
on a pro-rata basis, representing 50% of the capital stock of our company at the time. As a result of this reverse acquisition
transaction, Naked Inc. became a wholly-owned subsidiary of our company and our business became the manufacture and sale of direct
and wholesale men’s innerwear and intimate apparel products in Canada and the United States to consumers and retailers.
Effective August
29, 2012, we changed our name from “Search By Headlines.com Corp.” to “Naked Brand Group Inc.” This change
in our corporate name was effectuated by merging a wholly owned subsidiary of our company, which was formed solely to effect the
name change, with and into our company.
Naked Inc., our
wholly owned subsidiary, was originally incorporated under the federal laws of Canada on May 21, 2009 as “In Search of Solutions
Inc.” Naked changed its corporate name to “Naked Boxer Brief Clothing Inc.” on May 17, 2010 and to “Naked
Inc.” on February 20, 2013. Naked Inc. continued from the federal jurisdiction of Canada to the jurisdiction of the State
of Nevada on July 27, 2012. As part of the continuation, all classes of shares of Naked, including Class C, D, E and F common shares,
were converted into one class of common stock of the continuing corporation.
On August 10,
2015, we effected a 1-for-40 reverse split of our authorized, issued and outstanding shares of common stock.
On December 19,
2016, we entered into a letter of intent with Bendon Limited (the “LOI”), an intimate apparel company based in New
Zealand (“Bendon”), for a proposed business combination of the companies. The LOI became binding on us on January 12,
2017 upon entry into a Securities Purchase Agreement, dated January 12, 2017, by and among us and certain investors. The business
combination is subject to the parties entering into a definitive agreement governing such transaction and the satisfaction of various
closing conditions that will be contained therein. There is no assurance that the parties will enter into the definitive agreement
or that the transaction will be consummated.
On February 9,
2017, we entered into entered into Amendment No. 1 (the “Amendment”) to the LOI with Bendon. The Amendment (i) extends
the date, from February 10, 2017 to March 10, 2017, by which the parties shall have entered a definitive agreement regarding the
business combination before certain penalties may be incurred; (ii) adjusts the Net Asset Amount (as defined in the Amendment)
to $1.359 million, which amount will be adjusted as a result of any additional capital transactions as agreed to by us and Bendon,
and is used to determine, in part, the extent to which the number of shares of our common stock proposed to be issued to Bendon
in the business combination would be adjusted; and (iii) amends certain other terms and conditions of the LOI.
Our principal
executive offices are located at 95 Madison Avenue, 10th Floor, New York, New York, USA 10016. Our telephone number is (212) 851-8050.
Our corporate website address is www.nakedbrands.com and our online store is www.wearnaked.com. Our websites and the information
contained on, or that can be accessed through, our websites will not be deemed to be incorporated by reference in, and are not
considered part of, this prospectus. You should not rely on our websites or any such information in making your decision whether
to purchase our securities.
THE OFFERING
|
|
|
|
|
Common stock outstanding as of the date of this prospectus supplement
|
|
8,152,313 shares
|
|
|
|
|
|
Common stock offered by us
|
|
Shares of common stock with an aggregate sale price of up to $5,000,000.
|
|
|
|
|
Common stock to be outstanding immediately after this offering
|
|
9,906,699 shares (as more fully described in the notes following this table), assuming sales at a price of $2.85 per share, which was the closing price of our common stock on The NASDAQ Capital Market on February 9, 2017. The actual number of shares issued will vary depending on the sales price under this offering and the amount raised.
|
|
|
|
|
|
Manner of offering
|
|
Negotiated transactions or transactions deemed to be
"at the market offerings" (including sales made to or through a market maker other than on an exchange) that may be
made from time to time through Maxim, as sales agent, using commercially reasonable efforts. See "Plan of Distribution."
|
|
|
|
|
Use of proceeds
|
|
We intend to use the net proceeds from the sale of the securities offered by us pursuant to this prospectus for general corporate and working capital purposes. See “Use of Proceeds” on page S-6.
|
|
|
|
|
Risk factors
|
|
In analyzing an investment in the shares of common stock being offered pursuant to this prospectus supplement, you should carefully consider, along with other matters included or incorporated by reference in this prospectus supplement or the accompanying prospectus, the information set forth under “Risk Factors” in this prospectus supplement and the risks discussed in the documents incorporated by reference in this prospectus supplement.
|
|
|
|
|
NASDAQ Capital Market symbol
|
|
NAKD
|
The number of shares of common stock
to be outstanding after this offering is based on 8,152,313 shares of common stock outstanding on February 9, 2017 and excludes:
|
•
|
|
2,287,399 shares of common stock issuable upon the exercise of outstanding options at a weighted average exercise price of $4.78 per share, of which 1,767,673 options are vested as of February 9, 2017;
|
|
•
|
|
1,645,198 shares of common stock issuable upon the exercise of outstanding warrants at a weighted average exercise price of $5.27 per share, of which 1,608,629 warrants are exercisable as of February 9, 2017; and
|
|
|
|
|
|
•
|
|
509,601 shares of our common stock available for future issuance under our 2014 Equity Incentive Plan as of February 9, 2017.
|
RISK FACTORS
An investment
in our shares of common stock involves a high degree of risk. Prior to making a decision about investing in our shares of common
stock, you should carefully consider the risks, uncertainties and assumptions discussed under Item 1A, “Risk Factors,”
in our Annual Report on Form 10-K for the fiscal year ended January 31, 2016 and any subsequent updates described in our Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K, all of which are incorporated herein by reference and may be amended, supplemented
or superseded from time to time by other reports we file with the SEC in the future, together with information in this prospectus
and any other information incorporated by reference into this prospectus, including the risk factors set forth below. See the sections
of this prospectus supplement entitled “Where You Can Find More Information” and “Incorporation of Certain Information
by Reference.” Additional risks and uncertainties not presently known to us, or that we currently see as immaterial, may
also harm our business. If any of these risks occur, our business, financial condition and operating results could be harmed, the
trading price of our common stock could decline and you could lose part or all of your investment.
This prospectus
supplement also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially
from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described
below and elsewhere in this prospectus. See “Cautionary Note Regarding Forward-Looking Statements” for information
relating to these forward-looking statements.
Risks Related to this Offering
Our common stock may be delisted from The NASDAQ Capital
Market if we cannot satisfy NASDAQ’s continued listing requirements in the future.
On September 23, 2016, we received written
notice from the Listing Qualifications Staff of NASDAQ notifying us that we no longer comply with NASDAQ Listing Rule 5550(b)(1)
due to our failure to maintain a minimum of $2,500,000 in stockholders’ equity (the “Minimum Stockholders’ Equity
Requirement”) or any alternatives to such requirement. In November 2016, we submitted a compliance plan to NASDAQ. On December
16, 2016, NASDAQ granted us an extension to March 22, 2017 to evidence compliance with the Minimum Stockholders’ Equity Requirement.
If we are unable to comply with the Minimum
Stockholders’ Equity Requirement by the March 22, 2017 deadline or any other NASDAQ continued listing requirement, our common
stock may be delisted, which could make trading our common stock more difficult for investors, potentially leading to declines
in our share price and liquidity. Without a NASDAQ listing, stockholders may have a difficult time getting a quote for the sale
or purchase of our stock, the sale or purchase of our stock would likely be made more difficult and the trading volume and liquidity
of our stock could decline. Delisting from NASDAQ could also result in negative publicity and could also make it more difficult
for us to raise additional capital. Further, if we are delisted, we would also incur additional costs under state blue sky laws
in connection with any sales of our securities. These requirements could severely limit the market liquidity of our common stock
and the ability of our stockholders to sell our common stock in the secondary market. If our common stock is delisted by NASDAQ,
our common stock may be eligible to trade on an over-the-counter quotation system, such as the OTCQB market, where an investor
may find it more difficult to sell our stock or obtain accurate quotations as to the market value of our common stock. We cannot
assure you that our common stock, if delisted from NASDAQ, will be listed on another national securities exchange or quoted on
an over-the counter quotation system.
Investors should be aware that the value
of an investment in our company may go down as well as up. In addition, there can be no certainty that the market value of an investment
in our company will fully reflect its underlying value.
Even if an active trading market
for our common stock develops, the market price of our common stock may be significantly volatile.
Even if an active
market for our common stock develops, of which no assurances can be given, the market price for our common stock may be volatile
and subject to wide fluctuations in response to factors including the following:
|
|
•
|
|
actual or anticipated fluctuations in our quarterly or annual operating results;
|
|
|
•
|
|
announcement or expectation of additional financing efforts;
|
|
|
•
|
|
issuances of debt or equity securities;
|
|
|
•
|
|
sales of our shares of common stock by us, or our shareholders in the future;
|
|
|
•
|
|
trading volume of our shares of common stock on the Nasdaq Capital Market;
|
|
|
•
|
|
changes in financial or operational estimates or projections;
|
|
|
•
|
|
developments or disputes concerning our product’s intellectual property rights;
|
|
|
•
|
|
additions or departures of key management, scientific or other personnel;
|
|
|
•
|
|
changes in accounting practices;
|
|
|
•
|
|
conditions in markets generally and our industry specifically;
|
|
|
•
|
|
changes in the economic performance or market valuations of companies similar to ours; and
|
|
|
•
|
|
general economic or political conditions in the United States or elsewhere.
|
The securities
market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance
of particular companies. These market fluctuations may also materially and adversely affect the market price of shares of our common
stock.
Because we do not intend to pay
any cash dividends on our shares of common stock in the near future, our stockholders will not be able to receive a return on their
shares unless they sell them.
We
intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any
cash dividends on our common stock in the near future. The declaration, payment and amount of any future dividends will be made
at the discretion of the board of directors, and will depend upon, among other things, the results of operations, cash flows and
financial condition, operating and capital requirements, and such other factors as the board of directors considers relevant. There
is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount
of any such dividend. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they
sell them.
Future sales of shares by existing
stockholders could cause our stock price to decline and investors in this offering may experience dilution by exercises of outstanding
options and warrants.
Sales of a substantial
number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market
that the holders of a large number of shares of common stock intend to sell shares, could reduce the market price of our common
stock.
As of October
31, 2016, we had outstanding options to purchase an aggregate of 2,037,399 shares of our common stock at a weighted average exercise
price of $5.10 per share and warrants to purchase an aggregate of 1,645,198 shares of our common stock at a weighted average exercise
price of $5.27 per share. The exercise of such outstanding options and warrants will result in further dilution of your investment.
If our existing stockholders sell substantial amounts of our common stock in the public market, or if the public perceives that
such sales could occur, this could have an adverse impact on the market price of our common stock, even if there is no relationship
between such sales and the performance of our business.
If you purchase shares of common
stock sold in this offering, you will experience immediate and substantial dilution in your investment.
Purchasers of common stock in this offering
will experience immediate dilution to the extent of the difference between the public offering price per share of common stock
and the net tangible book value per share of common stock immediately after this offering. After giving effect to the sale of shares
of our common stock at the public offering price of $2.85 per share, and after deducting estimated offering expenses, you will
experience immediate dilution of $2.20 per share, representing the difference between our as adjusted net tangible book value per
share as of October 31, 2016 after giving effect to this offering and the public offering price. See “Dilution” for
a more detailed discussion of the dilution you will incur if you purchase shares of common stock in this offering.
The actual number of shares we will issue under the distribution
agreement, at any one time or in total, is uncertain.
Subject to certain
limitations in the distribution agreement and compliance with applicable law, we have the discretion to deliver placement notices
to Maxim Group LLC at any time throughout the term of the distribution agreement. The number of shares that are sold by Maxim Group
LLC after delivering a placement notice will fluctuate based on the market price of the common shares during the sales period and
limits we set with Maxim Group LLC.
We have broad discretion in how we use the net proceeds
of this offering and we may not use these proceeds effectively or in ways with which you agree.
Our management will have broad discretion
as to the application of the net proceeds of this offering and could use them for purposes other than those contemplated at the
time of this offering. Our stockholders may not agree with the manner in which our management chooses to allocate and spend the
net proceeds. Moreover, our management may use the net proceeds for corporate purposes that may not increase the market price of
our common stock.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus
supplement, the accompanying prospectus and the information incorporated herein by reference contain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. Forward-looking statements are projections in respect of future events or our future financial performance. In
some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “would,”
“intend,” “expect,” “plan,” “anticipate,” “believe,” “estimate,”
“predict,” “potential” or “continue” or the negative of these terms or other comparable terminology
and include, but are not limited to, statements regarding: our product line; our business plan; the enforceability of our intellectual
property rights; projections of market prices and costs; supply and demand for our products; future capital expenditures; our collaboration
with Dwyane Wade; relationships with retailers, wholesalers and other business partners; ability to add new customer accounts;
and future borrowings under the Joint Factoring Agreement with Wells Fargo, statements relating to the structure, timing and completion
of the proposed business combination with Bendon; our continued listing on the NASDAQ Capital Market until closing of the proposed
business combination; the combined company’s listing on the NASDAQ Capital Market after closing of the proposed business
combination; when we expect to seek shareholder approval of the business combination; expectations regarding the capitalization,
resources and ownership structure of the combined company; the adequacy of the combined company’s capital to support its
future operations; our, Bendon’s and combined company’s plans, objectives, expectations and intentions; the nature,
strategy and focus of the combined company; anticipated growth rates; potential future acquisitions; the executive and board structure
of the combined company; and expectations regarding voting by our stockholders. The material assumptions supporting these forward-looking
statements include, among other things: our ability to obtain any necessary financing on acceptable terms; timing and amount of
capital expenditures; the enforcement of our intellectual property rights; our ability to launch new product lines; retention of
skilled personnel; continuation of current tax and regulatory regimes; current exchange rates and interest rates; and general economic
and financial market conditions. Management believes that these forward-looking statements are reasonable as and when made. However,
caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as
of the date when made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject
to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our
present expectations or projections. These risks and uncertainties include: (1) a downturn in international economic conditions;
(2) any adverse occurrence with respect to the development or marketing of our apparel products; (3) any adverse occurrence with
respect to any of our licensing or endorsement agreements; (4) our ability to successfully bring apparel products to market; (5)
our ability to successfully collaborate with Dwayne Wade; (6) product development or other initiatives by our competitors; (7)
fluctuations in the availability and cost of materials required to produce our products; (8) any adverse occurrence with respect
to distribution of our products; (9) potential negative financial impact from claims, lawsuits and other legal proceedings or challenges;
(10) our ability to enforce our intellectual property rights; (11) our ability to hire and retain senior management and key employees;
and (12) other factors beyond our control. Additional risks also include those described under “Risk Factors” in this
prospectus supplement, the accompanying prospectus, in our Annual Report on Form 10-K for the fiscal year ended January 31, 2016
in Item 1A. under “Risk Factors,” and the risks described from time to time in our future reports filed with the SEC.
USE OF PROCEEDS
We intend to use
the net proceeds from the sale of the securities offered by us pursuant to this prospectus supplement, if any, for general corporate
and working capital purposes. We have not determined the amount of net proceeds to be used specifically for such purposes and,
as a result, management will retain broad discretion over the allocation of net proceeds. The occurrence of unforeseen events
or changed business conditions could result in the application of the net proceeds from this offering in a manner other than as
described in this prospectus supplement. Pending their uses, we intend to invest the net proceeds of this offering in interest-bearing
bank accounts or in short-term, interest-bearing, investment-grade securities.
DILUTION
Purchasers of
common stock in this offering will experience immediate dilution to the extent of the difference between the public offering price
per share of common stock purchasers pay in this offering and the net tangible book value per share of common stock immediately
after this offering.
Our net tangible
book value as of October 31, 2016 was approximately $340,067, or $0.06 per share of common stock. Net tangible book value per share
is determined by dividing the net of total tangible assets, which excludes intangible assets, less total liabilities, by the aggregate
number of shares of common stock outstanding as of October 31, 2016. After giving effect to our sale in this offering of shares
of our common stock in the aggregate amount of $5,000,000 at an assumed public offering price of $2.85 per share (the last reported
sale price of our common stock on the NASDAQ Capital Market on February 9, 2017), and after deducting the estimated offering expenses
payable by us, our net tangible book value as of October 31, 2016 would have been approximately $5,115,067, or $0.65 per share
of common stock. This represents an immediate increase in net tangible book value of $0.59 per share to our existing stockholders
and an immediate dilution of $2.20 per share of common stock issued to the new investors purchasing securities in this offering.
The following table illustrates this
dilution on a per-share basis:
|
|
|
|
|
|
|
|
|
Public offering price per share of common stock
|
|
|
|
|
|
$
|
2.85
|
|
|
Net tangible book value per share as of October 31, 2016
|
|
$
|
0.06
|
|
|
|
|
|
|
Pro forma increase per share attributable to new investors participating in this offering
|
|
$
|
0.59
|
|
|
|
|
|
|
Net tangible book value per share after this offering
|
|
|
|
|
|
$
|
0.65
|
|
|
Dilution per share to new investors
|
|
|
|
|
|
$
|
2.20
|
|
The above table excludes:
|
•
|
|
The effect of the sale by us of 1,879,811 shares of common stock at the public offering price of $1.04 per share of common stock, pursuant to a prospectus supplement dated January 12, 2017 and filed with the SEC on January 18, 2017 (the “January Offering”);
|
|
|
|
|
|
•
|
|
The effect of the automatic conversion of 9% secured
convertible debentures into 202,520 shares of common stock upon closing of the January Offering;
|
|
|
|
|
|
•
|
|
2,037,399 shares of common stock issuable upon the exercise of outstanding options at a weighted average exercise price of $5.10 per share, of which 1,431,758 options are vested as October 31, 2016;
|
|
•
|
|
1,645,198 shares of common stock issuable upon the exercise of outstanding warrants at a weighted average exercise price of $5.27 per share, of which 1,608,629 warrants are exercisable as of October 31, 2016; and
|
|
•
|
|
759,601 shares of our common stock available for future issuance under our 2014 Equity Incentive Plan as of October 31, 2016.
|
To the extent
that options or warrants are exercised, new options are issued under our 2014 Equity Incentive Plan, or we issue additional shares
of common stock in the future, there may be further dilution to investors participating in this offering. In addition, we may choose
to raise additional capital because of market conditions or strategic considerations, even if we believe that we have sufficient
funds for our current or future operating plans. If we raise additional capital through the sale of equity or convertible debt
securities, the issuance of these securities could result in further dilution to our stockholders.
Because there
is no minimum offering amount required as a condition to the closing of this offering, the dilution per share to purchasers in
the offering may be more than that indicated above in the event that the actual number of shares sold, if any, is less than the
maximum number of shares of our common stock we are offering.
DESCRIPTION
OF SECURITIES
The material terms
and provisions of our common stock are described under the heading “Description of Capital Stock” starting on page
5 of the accompanying prospectus.
PLAN OF DISTRIBUTION
We have entered into a distribution agreement
with the sales agent pursuant to which we may issue and sell up to an aggregate of $5,000,000 of our common shares from time to
time solely through the sales agent. A copy of the distribution agreement is being filed as an exhibit to a Report on Form 8-K
filed with the Commission on February 10, 2017 and incorporated by reference herein.
Upon delivery of a placement notice and
subject to the terms and conditions of the distribution agreement, the sales agent may sell our common shares by any method permitted
by law deemed to be an "at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933,
as amended, or the Securities Act, including sales made directly on the Nasdaq Capital Market, on any other existing trading market
for our common stock or to or through a market maker. The sales agent may also sell our common stock by any other method permitted
by law, including in negotiated transactions. We or the sales agent may terminate the distribution agreement and the offering of
our common stock upon notice.
We will pay the sales agent in cash, upon
each sale of our common shares pursuant to the distribution agreement, a commission equal to 3.5% of the aggregate gross proceeds
from the sale of our common stock. Because there is no minimum offering amount required as a condition to this offering, the actual
total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. We have agreed to reimburse
the sales agent upon request for its reasonable costs and out-of-pocket expenses incurred in connection with the at the market
offering in an amount up to $5,000, and the fees and out-of-pocket expenses of its legal counsel, in an amount up to $45,000.
Additionally, we have agreed to reimburse the sales agent $5,000 for its legal fees on each bringdown date (as defined in the distribution
agreement) while this offering is open.
Settlement for sales of common stock will
occur on the third business day following the date on which any sales are made, or on some other date that is agreed upon by us
and the sales agent in connection with a particular transaction. There is no arrangement for funds to be received in an escrow,
trust or similar arrangement. Sales of our common stock as contemplated in this prospectus supplement will be settled through the
facilities of The Depository Trust Company or by such other means as we and the sales agent may agree upon.
Maxim Group LLC will act as sales agent
on a commercially reasonable efforts basis consistent with its normal trading and sales practices and applicable state and federal
laws, rules and regulations and the rules of the Nasdaq Capital Market. In connection with the sale of the common stock on our
behalf, the sales agent will be deemed to be an "underwriter" within the meaning of the Securities Act and the compensation
of the sales agent will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution
to the sales agent against certain civil liabilities, including liabilities under the Securities Act.
The offering of our common stock pursuant
to the distribution agreement will terminate upon the earlier of the (i) sale of all of our common stock provided for in this prospectus
supplement, or (ii) termination of the distribution agreement as permitted therein. We may terminate the distribution agreement
with five days of prior written notice. The sales agent may terminate the distribution agreement at any time upon written notice.
The sales agent and its affiliates may in
the future provide various investment banking, commercial banking and other financial services for us and our affiliates, for which
services they may in the future receive customary fees. To the extent required by Regulation M, the sales agent will not engage
in any market making activities involving our common stock while the offering is ongoing under this prospectus supplement.
This prospectus
supplement in electronic format may be made available on a web site maintained by the sales agent and the sales agent may distribute
this prospectus supplement electronically.
LEGAL MATTERS
The validity of
the common stock being offered will be passed upon for us by Duane Morris LLP, New York, New York. Ellenoff Grossman & Schole
LLP, New York, New York will advise on certain legal matters in connection with the offering on behalf of Maxim Group LLC.
EXPERTS
The consolidated
financial statements of our company as of January 31, 2016 and 2015 and each of the years then ended have been incorporated by
reference herein in reliance upon the report of BDO USA, LLP, an independent registered public accounting firm, incorporated by
reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit report covering the January
31, 2016 consolidated financial statements contains an explanatory paragraph that states that our company has incurred recurring
losses from operations and has limited cash resources, which raise substantial doubt about its ability to continue as a going concern.
The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty.
WHERE YOU CAN
FIND MORE INFORMATION
We file annual,
quarterly and current reports, proxy statements and other information with the SEC. Such filings are available to the public over
the internet at the SEC’s website at http://www.sec.gov. You may review and copy any document we file with the SEC at the
SEC’s public reference room at 100 F Street, N.E. Washington, D.C. 20549 on official business days during the hours of 10
a.m. to 3 p.m. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate
by reference” into this prospectus supplement the information we file with the SEC, which means that we can disclose important
information to you by referring you to those documents. Any information referenced this way is considered to be part of this prospectus
supplement, and any information that we file later with the SEC will automatically update and, where applicable, supersede this
information. We incorporate by reference the following documents that we have filed with the SEC (other than, in each case, documents
or information deemed to have been furnished and not filed in accordance with the SEC’s rules):
(a) Our Annual Report on Form 10-K for the
year ended January 31, 2016, as filed with the SEC on April 29, 2016, as amended by Amendment No. 1 on Form 10-K, as filed with
the SEC on May 31, 2016;
(b) Our Quarterly Reports on Form 10-Q for
the quarter ended April 30, 2016, as filed with the SEC on June 14, 2016, for the quarter ended July 31, 2016, as filed with the
SEC on September 14, 2016 and for the quarter ended October 31, 2016, as filed with the SEC on December 14, 2016;
(c) Our Current Reports on Form 8-K filed
with the SEC on March 23, 2016, July 26, 2016 (as amended by our Current Report on Form 8-K/A filed with the SEC on July 27, 2016),
August 9, 2016 (as amended by our Current Report on Form 8-K filed with the SEC on October 7, 2016), August 12, 2016, September
27, 2016, October 27, 2016, November 9, 2016, December 16, 2016, January 18, 2017, January 31, 2017; and
(d) The description of our common stock
set forth under the heading “Description of Securities” in our Registration Statement on Form S-1 (File No. 333-207110)
originally filed with the SEC on September 24, 2015, as amended, and in the prospectus dated December 17, 2015 which forms a part
of such registration statement, as modified by our reports we file under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
We also incorporate by reference into this
prospectus supplement additional documents that we may file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act on or after the date of this prospectus supplement and prior to the completion or termination of the offering of the securities
described in this prospectus supplement, but excluding any information deemed furnished and not filed with the SEC. We undertake
to provide without charge to each person (including any beneficial owner) who receives a copy of this prospectus, upon written
or oral request, a copy of all of the preceding documents that are incorporated by reference (other than exhibits, unless the exhibits
are specifically incorporated by reference into these documents). We will provide to each person, including any beneficial owner,
to whom a prospectus supplement is delivered, a copy of any or all of the reports or documents that we incorporate by reference
in this prospectus supplement contained in the registration statement (except exhibits to the documents that are not specifically
incorporated by reference) at no cost to you, by writing or calling us at: Naked Brand Group Inc., Attn: Corporate Secretary, 10th
Floor - 95 Madison Avenue, New York, New York 10016, telephone number: (212) 851-8050.
Any
statements contained in a document incorporated by reference in this prospectus supplement shall be deemed to be modified, superseded
or replaced for purposes of this prospectus supplement and the accompanying prospectus to the extent that a statement contained
in this prospectus supplement (or in any other subsequently filed document which also is incorporated by reference in this prospectus
supplement) modifies, supersedes or replaces such statement. Any statement so modified, superseded or replaced shall not be deemed,
except as so modified, superseded or replaced, to constitute a part of this prospectus supplement and the accompanying prospectus.
Statements contained in this prospectus supplement, the accompanying prospectus and any document incorporated by reference as to
the contents of any contract, agreement or other document referred to are not necessarily complete, and in each instance reference
is made to the copy of the contract, agreement or other document filed as an exhibit to the registration statement or any incorporated
document, each statement being so qualified by this reference.
PROSPECTUS
Naked Brand Group Inc.
$7,500,000
Common Stock, Preferred Stock
Warrants, Subscription Rights,
Stock Purchase Contracts and Units
________________________________________
This prospectus covers our offer and sale
from time to time of our common stock, preferred stock, warrants to purchase common stock and/or preferred stock, subscription
rights to purchase preferred stock, common stock and/or other securities, stock purchase contracts to purchase shares of our common
stock and/or preferred stock, and units in one or more offerings. The aggregate offering price of all securities sold by us under
this prospectus may not exceed $7,500,000.
This prospectus describes some of the general
terms that may apply to an offering of these securities and the general manner in which these securities may be offered. Each time
we offer and sell these securities we will provide specific terms of such offering in a supplement to this prospectus. A prospectus
supplement may also add, update or change information contained in this prospectus or in documents we have incorporated by reference
into this prospectus and, accordingly, to the extent inconsistent, information in or incorporated by reference in this prospectus
is superseded by the information in the prospectus supplement and any other offering material related to such securities.
We may offer and sell these securities from
time to time at fixed prices, at market prices or at negotiated prices, and such securities may be offered and sold to or through
one or more underwriters, dealers or agents or directly to purchasers on a continuous or delayed basis.
Our common stock is traded on the NASDAQ
Capital Market under the symbol “NAKD.” On October 3, 2016, the last reported sale price of our common stock on the
NASDAQ Capital Market was $1.50 per share.
As of October 3, 2016, the aggregate market
value of our outstanding common stock held by non-affiliates was approximately $7,273,859, which was calculated based on 4,849,239
shares of outstanding common stock held by non-affiliates and on a price per share of $1.50. Pursuant to General Instruction I.B.6
of Form S-3, in no event will we sell the shelf securities in a public primary offering with a value exceeding more than one-third
of the aggregate market value of our voting and non-voting common equity held by non-affiliates in any 12-month period as long
as the aggregate market value of our outstanding voting and non-voting common equity held by non-affiliates is less than $75 million.
During the 12 calendar months prior to and including the date of this prospectus, we have not offered or sold any securities pursuant
to General Instruction I.B.6 of Form S-3.
INVESTING IN OUR SECURITIES INVOLVES
A HIGH DEGREE OF RISK. YOU SHOULD REVIEW CAREFULLY THE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING “RISK FACTORS”
CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT WE HAVE AUTHORIZED FOR USE IN CONNECTION WITH A SPECIFIC OFFERING, AND UNDER
SIMILAR HEADINGS IN THE DOCUMENTS THAT ARE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE
A SALE OF ANY SECURITIES UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
________________________________________
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of
this prospectus. Any representation to the contrary is a criminal offense.
________________________________________
The date of this prospectus is October 19,
2016
TABLE OF CONTENTS
About
This Prospectus
This prospectus is part of a registration
statement that we filed with the United States Securities and Exchange Commission (the “SEC”), using a “shelf”
registration process. Under this shelf registration process, we may, from time to time, offer and sell, either separately or together,
any combination of the securities described in this prospectus in one or more offerings for cash. We may also issue any of the
common stock, preferred stock, warrants, subscription rights, stock purchase contracts or units upon conversion, exchange or exercise
of any of the securities mentioned above. The aggregate amount of securities that we may offer under the registration statement
is $7,500,000, denominated in U.S. dollars or the equivalent in foreign currencies, currency units or composite currencies. We
are subject to the provisions of General Instruction I.B.6. of the General Instructions to Form S-3, which provide that as long
as the aggregate market value of our outstanding voting and non-voting common equity held by non-affiliates of our company is less
than $75 million, then the aggregate market value of securities sold by us or on our behalf on Form S-3, during the period of 12
calendar months immediately prior to, and including, the sale, is no more than one-third of the aggregate market value of the voting
and non-voting common equity held by non-affiliates of our company. We have no outstanding non-voting common equity.
This prospectus describes some of the general
terms that may apply to an offering of our securities and the general manner in which they may be offered. Each time we sell any
securities under this prospectus, we will provide a prospectus supplement that will contain more specific information about the
terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus or in
documents we have incorporated by reference into this prospectus and, accordingly, to the extent inconsistent, information in or
incorporated by reference in this prospectus is superseded by the information in the prospectus supplement and any other offering
material related to such securities.
This prospectus may not be used to sell
any securities unless accompanied by a prospectus supplement. You should carefully read this prospectus, the applicable prospectus
supplement, the information and documents incorporated herein by reference and the additional information described under the heading
“Where You Can Find More Information” in this prospectus, before you invest in any of the securities offered hereunder.
You should rely only on the information
contained in this prospectus or any accompanying prospectus supplement to this prospectus. We have not authorized anyone to provide
you with any information other than that contained in this prospectus and any accompanying prospectus supplement to this prospectus.
We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give
you. This prospectus and any accompanying supplement to this prospectus do not constitute an offer to sell or the solicitation
of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus and any accompanying
supplement to this prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction
to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
For investors outside the United States:
We have not done anything that would permit this offering or possession or distribution of this prospectus or any accompanying
prospectus supplement to this prospectus in any jurisdiction where action for that purpose is required, other than in the United
States. Persons outside the United States who come into possession of this prospectus or any accompanying prospectus supplement
to this prospectus must inform themselves about, and observe any restrictions relating to, the offering of securities and the distribution
of this prospectus outside the United States.
As used in this prospectus, the terms “we,”
“us,” “our” and “our company” mean Naked Brand Group Inc. and our wholly-owned subsidiary,
Naked Inc., as applicable, unless the context clearly indicates otherwise.
Where
You Can Find More Information
We file annual, quarterly and current reports,
proxy statements and other information with the SEC. Such filings are available to the public over the internet at the SEC’s
website at http://www.sec.gov. You may review and copy any document we file with the SEC at the SEC’s public reference room
at 100 F Street, N.E. Washington, D.C. 20549 on official business days during the hours of 10 a.m. to 3 p.m. You may obtain information
on the operation of the public reference room by calling the SEC at 1-800-SEC-0330.
Incorporation
of Information by Reference
The SEC allows us to “incorporate
by reference” into this prospectus the information we file with the SEC, which means that we can disclose important information
to you by referring you to those documents. Any information referenced this way is considered to be part of this prospectus, and
any information that we file later with the SEC will automatically update and, where applicable, supersede this information. We
incorporate by reference the following documents that we have filed with the SEC (other than, in each case, documents or information
deemed to have been furnished and not filed in accordance with the SEC’s rules):
(a) Our Annual Report on Form 10-K for the
year ended January 31, 2016, as filed with the SEC on April 29, 2016, as amended by Amendment No. 1 on Form 10-K, as filed with
the SEC on May 31, 2016;
(b) Our Quarterly Reports on Form 10-Q for
the quarter ended April 30, 2016, as filed with the SEC on June 14, 2016, and for the quarter ended July 31, 2016, as filed with
the SEC on September 14, 2016;
(c) Our Current Reports on Form 8-K filed
with the SEC on March 23, 2016, July 26, 2016 (as amended by our Current Report on Form 8-K/A filed with the SEC on July 27, 2016),
August 9, 2016, August 12, 2016 and September 27, 2016; and
(d) The description of our common stock
set forth under the heading “Description of Securities” in our Registration Statement on Form S-1 (File No. 333-207110)
originally filed with the SEC on September 24, 2015, as amended, and in the prospectus dated December 17, 2016 which forms a part
of such registration statement, as modified by our reports we file under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
We also incorporate by reference into this
prospectus additional documents that we may file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or
after the date of this prospectus and prior to the completion or termination of the offering of the securities described in this
prospectus, including all such documents filed by us pursuant to the Exchange Act after the date of the initial registration statement
and prior to the effectiveness of the registration statement, but excluding any information deemed furnished and not filed with
the SEC.
Any statement contained in a document incorporated
or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a statement contained
herein, or in a subsequently filed document also incorporated or deemed to be incorporated herein by reference, modifies or supersedes
such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
This prospectus is part of a registration
statement on Form S-3 we have filed with the SEC relating to the securities. As permitted by SEC rules, this prospectus does not
contain all of the information included in the registration statement and the accompanying exhibits and schedules we file with
the SEC. We have filed or incorporated by reference certain legal documents that control the terms of the shares of common stock
offered under this prospectus as exhibits to the registration statement. We may file certain other legal documents that control
the terms of the shares of common stock offered by this prospectus as exhibits to reports we file with the SEC. You may refer to
the registration statement and the exhibits and schedules thereto for more information about us and our securities. The registration
statement and exhibits and schedules are also available at the SEC’s Public Reference Room or through its website.
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 we incorporate by
reference in this prospectus contained in the registration statement (except exhibits to the documents that are not specifically
incorporated by reference) at no cost to you, by writing or calling us at: Naked Brand Group Inc., Attn: Corporate Secretary, 10th
Floor - 95 Madison Avenue, New York, New York 10016, telephone number: (212) 851-8050. Information about us is also available at
our website at www.nakedbrand.com. Except for the specific incorporated reports and documents listed above, no information available
on or through our website shall be deemed to be incorporated in this prospectus or the registration statement of which it forms
a part.
Cautionary
Note Regarding Forward-Looking StatementS
This prospectus and any accompanying prospectus
supplements contain or incorporate by reference forward-looking statements within the meaning of Section 27A of the Securities
Act, and Section 21E of the Exchange Act. Forward-looking statements are projections in respect of future events or our future
financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,”
“would,” “intend,” “expect,” “plan,” “anticipate,” “believe,”
“estimate,” “predict,” “potential” or “continue” or the negative of these terms
or other comparable terminology and include, but are not limited to, statements regarding: our product line; our business plan;
the enforceability of our intellectual property rights; projections of market prices and costs; supply and demand for our products;
future capital expenditures; our collaboration with Dwyane Wade; relationships with retailers, wholesalers and other business partners;
ability to add new customer accounts; and future borrowings under the Joint Factoring Agreement with Wells Fargo. The material
assumptions supporting these forward-looking statements include, among other things: our ability to obtain any necessary financing
on acceptable terms; timing and amount of capital expenditures; the enforcement of our intellectual property rights; our ability
to launch new product lines; retention of skilled personnel; continuation of current tax and regulatory regimes; current exchange
rates and interest rates; and general economic and financial market conditions. Management believes that these forward-looking
statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking
statements because such statements speak only as of the date when made. We undertake no obligation to publicly update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ
materially from our historical experience and our present expectations or projections. These risks and uncertainties include: (1)
a downturn in international economic conditions; (2) any adverse occurrence with respect to the development or marketing of our
apparel products; (3) any adverse occurrence with respect to any of our licensing or endorsement agreements; (4) our ability to
successfully bring apparel products to market; (5) our ability to successfully collaborate with Dwayne Wade; (6) product development
or other initiatives by our competitors; (7) fluctuations in the availability and cost of materials required to produce our products;
(8) any adverse occurrence with respect to distribution of our products; (9) potential negative financial impact from claims, lawsuits
and other legal proceedings or challenges; (10) our ability to enforce our intellectual property rights; (11) our ability to hire
and retain senior management and key employees; and (12) other factors beyond our control. Additional risks also include those
described under “Risk Factors” in this prospectus, in our Annual Report on Form 10-K for the fiscal year ended January
31, 2016 in Item 1A. under “Risk Factors,” and the risks described from time to time in our future reports filed with
the SEC.
About
Our Company
We are an apparel and lifestyle brand company
that is currently focused on innerwear products for women and men. Under our flagship brand name and registered trademark “Naked
®
”,
we design, manufacture and sell men’s and women’s underwear, intimate apparel, loungewear and sleepwear through retail
partners and direct to consumer through our online retail store www.wearnaked.com. We have a growing retail footprint for our men’s
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, Soma.com, Saksfifthavenue.com, barenecessities.com and others.
Our products are sold in North America;
however, we believe our products appeal to men and women around the globe. We are currently exploring international distribution
relationships for our Naked and Wade X Naked products and we anticipate that we will commence selling a limited number of products
in markets such as Europe, Asia, and Central and South America starting in 2017.
In the future, we intend to expand the Naked
brand on our own and through licensing partnerships into other apparel and product categories that can exemplify the mission of
the brand, such as athleisure and activewear, swimwear, sportswear, hosiery, bedding and home products, and more.
Our common stock is traded on the NASDAQ
Capital Market under the symbol “NAKD.” On October 3, 2016, the last reported sale price of our common stock on the
NASDAQ Capital Market was $1.50 per share.
Additional information regarding our company,
including our audited financial statements and descriptions of our business, is contained in the documents incorporated by reference
in this prospectus. See “Where You Can Find Additional Information” on page 1 and “Information Incorporated by
Reference” beginning on page 1.
Risk
Factors
Investing in our common stock involves a
high degree of risk. Before making an investment decision, you should carefully consider the risks and uncertainties set forth
in the “Risk Factors” section of our most recent Annual Report on Form 10-K, as revised or supplemented by our Quarterly
Reports on Form 10-Q filed with the SEC since the filing of our most recent Annual Report on Form 10-K, each of which is incorporated
by reference into this prospectus, and you should also carefully consider any other information we include or incorporate by reference
in this prospectus or include in any applicable prospectus supplement, including our financial statements and the related notes
thereto. The risks and uncertainties described in our filings with the SEC and incorporated by reference into this prospectus are
not the only ones we face. Additional risks and uncertainties not presently known to us, or that we currently believe are not material,
also may become important factors that affect us and impair our business operations. The occurrence of any of the events or developments
discussed in the risk factors described in our filings with the SEC could have a material and adverse impact on our business, results
of operations, financial condition and cash flows, and in such case, our future prospects would likely be materially and adversely
affected. If any of such events or developments were to happen, you could lose part or all of your investment. Further, our actual
results could differ materially and adversely from those anticipated in our forward-looking statements as a result of certain factors.
Use
of Proceeds
Unless otherwise indicated in a prospectus
supplement or in any free writing prospectuses we have authorized for use in connection with a specific offering, we anticipate
that the net proceeds from our sale of any securities offered hereunder, if any, will be used for general corporate purposes, which
may include, among other things, working capital, acquisitions, capital expenditures, repayment of debt and other business opportunities.
There is no guarantee that we will sell
the securities described in this prospectus and, in the event that we do, there is no guarantee as to the total number of securities
that we would sell, nor is there any guarantee as to the amount of net proceeds to be used specifically for the foregoing purposes.
Our management will have significant discretion and flexibility in applying the net proceeds from the sale of these securities.
Our plans to use the estimated net proceeds from the sale of these securities may change and, if they do, we will update this information
in a prospectus supplement.
DESCRIPTIONS
OF THE SECURITIES WE MAY OFFER
We may sell from time to time, in one or
more offerings, shares of our common stock and/or preferred stock, warrants to purchase common stock and/or preferred stock, subscription
rights to purchase preferred stock, common stock and/or other securities, stock purchase contracts to purchase shares of our common
stock and/or preferred stock, and units in one or more offerings, and/or units consisting of one or more of the foregoing securities.
The descriptions of the securities contained
in this prospectus, together with the additional information we include in any applicable prospectus supplement or in any free
writing prospectuses we have authorized for use in connection with a specific offering, summarize some of the terms and other provisions
of the various types of securities that we may offer under this prospectus. These summary descriptions are not meant to be complete
descriptions of each security. We will describe in the applicable prospectus supplement relating to a particular offering the specific
terms of the securities offered under that prospectus supplement. The applicable prospectus supplement for a particular security
may specify different or additional terms.
DESCRIPTION
OF CAPITAL STOCK
General
The following description of our common
stock and preferred stock, together with the additional information we include in any applicable prospectus supplement or in any
free writing prospectuses we have authorized for use in connection with a specific offering, summarizes some of the terms and provisions
of the shares of our common stock and preferred stock that we may offer under this prospectus. These summary descriptions of our
common stock and preferred stock are not meant to be complete descriptions of each security. For the complete terms of our common
stock and preferred stock, please refer to our articles of incorporation, as may be amended from time to time, any certificates
of designation for our preferred stock that may be authorized from time to time, and our bylaws, as amended from time to time.
The Nevada Revised Statutes may also affect the terms of these securities. While the terms we have summarized below will apply
generally to any future common stock or preferred stock that we may offer under this prospectus, we will describe the specific
terms of any series of these securities in more detail in the applicable prospectus supplement. The applicable prospectus supplement
for a particular offering of our common stock or preferred stock may specify different or additional terms.
As of October 3, 2016, our authorized capital
stock consists of 18,000,000 shares of common stock having a par value of $0.001 per share, of which there were 6,069,982 shares
are issued and outstanding as of such date, and 2,000,000 shares of preferred stock having a par value of $0.001 per share, of
which there were no shares issued and outstanding as of such date. As of October 3, 2016, the outstanding shares of our common
stock were held by 247 holders of record. The actual number of stockholders is greater than this number of record holders and includes
beneficial owners of our common stock whose shares are held in street name by brokers and other nominees.
Common Stock
Voting Rights
Each share of common stock entitles the
holder to one vote on all matters submitted to a vote of the stockholders including the election of directors. According to our
bylaws, if a quorum is present, action on a matter by the stockholders is approved if the votes cast by the stockholders favoring
the action exceed the votes cast opposing the action, unless the vote of a greater number of affirmative votes is required by statute
or the articles of incorporation, in which case such greater number of votes shall be required. Our bylaws provide that one third
(33.3%) of the votes entitled to be cast on a matter by the stockholders constitutes a quorum of the stockholders for action on
that matter. Our bylaws also provide that any action required or permitted to be taken at a meeting of the stockholders may be
taken without a meeting, if one or more written consents setting forth the action so taken shall be signed, either manually or
in facsimile, by stockholders holding at least a majority of the votes entitled to be cast at a meeting, unless the vote of a greater
number of affirmative votes is required by statute or the articles of incorporation, in which case the consent of the stockholders
holding such greater number of votes shall be required.
The holders of our common stock do not have
cumulative voting rights, which means that the holders of more than 50% of our outstanding common stock, voting for the election
of directors, can elect all of the directors to be elected, if they so choose. In such event, the holders of the remaining shares
will not be able to elect any of our directors.
Dividend Rights
The holders of our common stock are entitled
to receive the dividends as may be declared by our board of directors out of funds legally available for dividends. Our board of
directors is not obligated to declare a dividend. Any future dividends will be subject to the discretion of our board of directors
and will depend upon, among other things, future earnings, the operating and financial condition of our company, its capital requirements,
general business conditions and other pertinent factors. We have not paid any dividends since our inception and we do not anticipate
that dividends will be paid in the foreseeable future.
Miscellaneous Rights and Provisions
In the event of our liquidation or dissolution,
whether voluntary or involuntary, each share of our common stock is entitled to share ratably in any assets available for distribution
to holders of our common stock after satisfaction of all liabilities.
Our common stock is not convertible or redeemable
and has no preemptive, subscription or conversion rights. There are no conversions, redemption, sinking fund or similar provisions
regarding our common stock.
Our common stock, after the fixed consideration
thereof has been paid or performed, is not subject to assessment, and the holders of our common stock are not individually liable
for the debts and liabilities of our company.
Our bylaws provide that our bylaws may be
amended or repealed, or new bylaws may be adopted, by the affirmative vote of a majority of the board of directors at any regular
or special meeting of the board, unless the articles of incorporation or statute reserves this power to the stockholders.
Preferred Stock
Our board of directors is authorized, subject
to the limitations prescribed in our articles of incorporation and Nevada law, to provide for the issuance of shares of blank check
preferred stock in series, and to establish from time to time the number of shares to be included in each such series, and to fix
the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations and restrictions
thereof. The authority of our board of directors with respect to each series of preferred stock includes, but is not limited to,
the rights to determine the following:
|
|
·
|
the number of shares constituting that series of preferred stock and the distinctive designation of that series, which may be a distinguishing number, letter or title;
|
|
|
|
|
|
|
·
|
the dividend rate on the shares of that series of preferred stock, whether dividends will be cumulative, and if so, from which date(s), and the relative rights of priority, if any, of payment of dividends on shares of that series;
|
|
|
·
|
whether that series of preferred stock will have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;
|
|
|
·
|
whether that series of preferred stock will have conversion privileges and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors determines;
|
|
|
·
|
whether or not the shares of that series of preferred stock will be redeemable and, if so, the terms and conditions of such redemption, including the date or date upon or after which they are redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;
|
|
|
·
|
whether that series of preferred stock will have a sinking fund for the redemption or purchase of shares of that series and, if so, the terms and amount of such sinking fund;
|
|
|
·
|
the rights of the shares of that series of preferred stock in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series; and
|
|
|
·
|
any other relative rights, preferences and limitations of that series of preferred stock.
|
Our board of directors may designate and
issue series of our preferred stock with dividend, liquidation, conversion, voting or other rights that may be superior to those
of our common stock. The effects of the issuance of preferred stock upon holders of our common stock may include, among other things:
(1) a preference in the payment of dividends to holders of preferred stock, which may restrict our ability to declare dividends
on our common stock; (2) dilution of voting power if holders of preferred stock are given voting rights; (3) dilution of equity
interests and voting power if the preferred stock is convertible, and converted into, common stock; or (4) a preference in payments
upon liquidation to holders of preferred stock, which may limit liquidation payments on our common stock.
We will fix the designations, voting powers,
preferences and rights of the preferred stock of each series we issue under this prospectus, as well as the qualifications, limitations
or restrictions thereof, in the certificate of designation relating to that series. We will file as an exhibit to the registration
statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form
of any certificate of designation that contains the terms of the series of preferred stock we are offering. We will describe in
the applicable prospectus supplement the terms of the series of preferred stock being offered.
Anti-Takeover Provisions
Some features of the Nevada Revised Statutes,
which are further described below, may have the effect of deterring third parties from making takeover bids for control of our
company or may be used to hinder or delay a takeover bid. This would decrease the chance that our stockholders would realize a
premium over market price for their shares of common stock as a result of a takeover bid.
Acquisition of Controlling Interest
The Nevada Revised Statutes contain provisions
governing acquisition of a controlling interest of a Nevada corporation. These provisions provide generally that any person or
entity that acquires a certain percentage of the outstanding voting shares of a Nevada corporation may be denied voting rights
with respect to the acquired shares, unless the holders of a majority of the voting power of the corporation, excluding shares
as to which any of such acquiring person or entity, an officer or a director of the corporation, or an employee of the corporation
exercises voting rights, elect to restore such voting rights in whole or in part. These provisions apply whenever a person or entity
acquires shares that, but for the operation of these provisions, would bring voting power of such person or entity in the election
of directors within any of the following three ranges:
|
|
·
|
20% or more but less than 33 1/3%;
|
|
|
·
|
33 1/3% or more but less than or equal to 50%; or
|
The stockholders or board of directors of
a corporation may elect to exempt the stock of the corporation from these provisions through adoption of a provision to that effect
in the articles of incorporation or bylaws of the corporation. Our articles of incorporation and bylaws do not exempt our common
stock from these provisions.
These provisions are applicable only to
a Nevada corporation, which:
|
|
·
|
has 200 or more stockholders of record, at least 100 of whom have addresses in Nevada appearing on the stock ledger of the corporation; and
|
|
|
·
|
does business in Nevada directly or through an affiliated corporation.
|
At this time, we do not have 100 stockholders
of record who have addresses in Nevada appearing on the stock ledger of our company, nor do we believe that we do business in Nevada
directly or through an affiliated corporation. Therefore, we believe that these provisions do not apply to acquisitions of our
shares and will not until such time as these requirements have been met. At such time as they may apply to us, these provisions
may discourage companies or persons interested in acquiring a significant interest in or control of our company, regardless of
whether such acquisition may be in the interest of our stockholders.
Combination with Interested Stockholder
The Nevada Revised Statutes contain provisions
governing combination of a Nevada corporation that has 200 or more stockholders of record with an interested stockholder. As of
October 3, 2016, we had 247 stockholders of record. Therefore, these provisions apply to us as of such date.
A corporation affected by these provisions
may not engage in a combination within three years after the interested stockholder acquires his, her or its shares, unless the
combination or purchase is approved by the board of directors before the interested stockholder acquires such shares. Generally,
if approval is not obtained, then after the expiration of the three-year period, the business combination may be consummated with
the approval of the board of directors before the person became an interested stockholder or a majority of the voting power held
by disinterested stockholders, or if the consideration to be received per share by disinterested stockholders is at least equal
to the highest of:
|
|
·
|
the highest price per share paid by the interested stockholder within the three years immediately preceding the date of the announcement of the combination or within three years immediately before, or in the transaction in which he, she or it became an interested stockholder, whichever is higher;
|
|
|
·
|
the market value per share on the date of announcement of the combination or the date the person became an interested stockholder, whichever is higher; or
|
|
|
·
|
if higher for the holders of preferred stock, the highest liquidation value of the preferred stock, if any.
|
Generally, these provisions define an interested
stockholder as a person who is the beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding
voting shares of a corporation. Generally, these provisions define combination to include any merger or consolidation with an interested
stockholder, or any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions,
with an interested stockholder of assets of the corporation having:
|
|
·
|
an aggregate market value equal to 5% or more of the aggregate market value of the assets of the corporation;
|
|
|
·
|
an aggregate market value equal to 5% or more of the aggregate market value of all outstanding shares of the corporation; or
|
|
|
·
|
representing 10% or more of the earning power or net income of the corporation.
|
Articles of Incorporation and Bylaws
Pursuant to our Articles of Incorporation,
the existence of authorized but unissued common stock and undesignated preferred stock may enable our board of directors to make
more difficult or to discourage an attempt to obtain control of our Company by means of a merger, tender offer, proxy contest or
otherwise, and thereby to protect the continuity of management. If, in the due exercise of its fiduciary obligations,
the board of directors were to determine that a takeover proposal was not in our best interest, such shares could be issued by
the board of directors without stockholder approval in one or more transactions that might prevent or render more difficult or
costly the completion of the takeover transaction by diluting the voting or other rights of the proposed acquirer or insurgent
stockholder group, by putting a substantial voting block in institutional or other hands that might undertake to support the position
of the incumbent board of directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise.
In addition, our Articles of Incorporation
grants our board of directors broad power to establish the rights and preferences of authorized and unissued shares of preferred
stock. The issuance of shares of preferred stock could decrease the amount of earnings and assets available for distribution
to holders of shares of common stock. The issuance also may adversely affect the rights and powers, including voting
rights, of those holders and may have the effect of delaying, deterring or preventing a change in control of our Company.
Stock Options and Warrants
As of October 3, 2016, we have reserved
the following shares of common stock for issuance pursuant to stock option and warrant agreements:
|
|
·
|
2,129,899 shares of our common stock are reserved for issuance under various outstanding option agreements, at a weighted average exercise price of $5.10 per share;
|
|
|
·
|
1,645,198 shares of our common stock, at a weighted average exercise price of $5.27 per share, are reserved for issuance under various outstanding warrant agreements; and
|
|
|
·
|
667,101 shares of our common stock have been reserved for the issuance of awards under our 2014 Long-Term Incentive Plan.
|
Transfer Agent and Registrar
The transfer agent and registrar for our
common stock is Standard Registrar and Transfer Co, Inc. Its address is 12528 South 1840 Street, Draper, Utah 84020, and its
telephone number is (801) 571-8844.
Listing
Our common stock is registered and is listed
on the NASDAQ Capital Market under the symbol “NAKD.” The applicable prospectus supplement will contain information,
where applicable, as to any other listing, if any, on the NASDAQ Capital Market or any securities market or other exchange of any
other securities covered by such prospectus supplement.
DESCRIPTION
OF WARRANTS
The following description, together with
the additional information we include in any applicable prospectus supplement or in any free writing prospectuses we have authorized
for use in connection with a specific offering, summarizes some of the terms and other provisions of the warrants to purchase our
common stock and/or preferred stock that we may offer under this prospectus. We may issue warrants in one or more series independently
or together with other securities. Each warrant will entitle the holder to purchase for cash a number of shares of our common stock
and/or preferred stock at the exercise price as will in each case be described in, or can be determined from, the applicable prospectus
supplement relating to the offered warrants. We will issue warrants under one or more warrant agreements between us and a warrant
agent that we will name in the prospectus supplement.
This summary description of some of the
terms and other provisions of the warrants that may be offered under this prospectus is not complete and is qualified in its entirety
by reference to the form of warrant and/or the warrant agreement and warrant certificate and any supplemental agreements applicable
to a particular series of warrants that we may offer under this prospectus. We will file with the SEC the form of warrant and/or
the warrant agreement and warrant certificate, as applicable, that contain the terms of the particular series of warrants we are
offering, and any supplemental agreements, before the issuance of such warrants. The following summary description of some of the
terms and other provisions of the warrants are subject to, and qualified in their entirety by reference to, all the provisions
of the form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements applicable
to a particular series of warrants that we may offer under this prospectus.
While the terms we have summarized below
will apply generally to any warrants that we may offer under this prospectus, we will describe the particular terms of any series
of offered warrants in more detail in the applicable prospectus supplement. The following description of warrants will apply to
the warrants offered under this prospectus unless we provide otherwise in the applicable prospectus supplement. The applicable
prospectus supplement for a particular series of warrants may specify different or additional terms.
We urge you to read the applicable prospectus
supplement related to the particular series of warrants that we may offer under this prospectus, as well as any related free writing
prospectuses, and the complete form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental
agreements, that contain the terms of the warrants.
The applicable prospectus supplement relating
to a series of warrants offered under this prospectus will describe the following terms, where applicable, of such offered warrants:
|
|
·
|
the offering price and aggregate number of warrants offered;
|
|
|
·
|
the currency for which the warrants may be purchased;
|
|
|
·
|
if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security;
|
|
|
·
|
the number of shares of common stock or preferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which these shares may be purchased upon such exercise;
|
|
|
·
|
the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreements and the warrants;
|
|
|
·
|
the terms of any rights to redeem or call the warrants;
|
|
|
·
|
the terms of any right of ours to accelerate the exercisability of the warrants;
|
|
|
·
|
any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;
|
|
|
·
|
the dates on which the right to exercise the warrants will commence and expire;
|
|
|
·
|
the manner in which the warrant agreements and warrants may be modified;
|
|
|
·
|
where the warrant certificates may be transferred and exchanged;
|
|
|
·
|
the date, if any, on and after which the warrants and the related shares of common stock or debt securities or other securities will be separately transferable;
|
|
|
·
|
the terms of the securities issuable upon exercise of the warrants; and
|
|
|
·
|
any other specific terms, preferences, rights or limitations of or restrictions on the warrants.
|
The applicable prospectus supplement relating
to a series of warrants offered under this prospectus may also include, if applicable, a discussion of certain U.S. federal income
tax and ERISA considerations.
Each warrant will entitle the holder to
purchase common stock and/or preferred stock as specified in the applicable prospectus supplement and warrant agreement at the
exercise price set forth in, or calculable as set forth in, the applicable prospectus supplement and warrant agreement. The warrants
may be exercised as set forth in the prospectus supplement and warrant agreement. Warrants will be exercisable for U.S. dollars
only. Unless we otherwise specify in the applicable prospectus supplement and warrant agreement, warrants may be exercised at any
time up to the close of business on the expiration date set forth in the applicable prospectus supplement and warrant agreement.
We will specify the place or places where, and the manner in which, warrants may be exercised in the applicable prospectus supplement
and warrant agreement. After the close of business on the expiration date, unexercised warrants will become void.
Upon receipt of payment and the warrant
or warrant certificate, as applicable, properly completed and duly executed at the corporate trust office of the warrant agent,
if any, or any other office, including ours, indicated in the applicable prospectus supplement, we will, as soon as practicable,
issue and deliver the common stock and/or preferred stock purchasable upon such exercise. If less than all of the warrants (or
the warrants represented by such warrant certificate) are exercised, a new warrant or a new warrant certificate, as applicable,
will be issued for the remaining warrants.
Prior to the exercise of any warrants to
purchase common stock and/or preferred stock, holders of the warrants will not have any of the rights of holders of the common
stock or preferred stock purchasable upon exercise, including, the right to vote or to receive any payments of dividends on the
common stock or preferred stock purchasable upon exercise.
DESCRIPTION
OF SUBSCRIPTION RIGHTS
The following description, together with
the additional information we include in any applicable prospectus supplement or in any free writing prospectuses we have authorized
for use in connection with a specific offering, summarizes some of the terms and other provisions of the subscription rights to
purchase our common stock, preferred stock or other securities that we may offer under this prospectus. We may issue subscription
rights in one or more series independently or together with other securities. In connection with any offering of subscription rights,
we may enter into a standby arrangement with one or more underwriters or other purchasers pursuant to which the underwriters or
other purchasers may be required to purchase any securities remaining unsubscribed for after such offering.
This summary description of some of the
terms and other provisions of the subscription rights that may be offered under this prospectus is not complete and is qualified
in its entirety by reference to the form of subscription rights certificate and any supplemental agreements applicable to a particular
series of subscription rights that we may offer under this prospectus. We will file with the SEC the form of subscription rights
certificate that contains the terms of the particular series of subscription rights we are offering, and any supplemental agreements,
before the issuance of such subscription rights. The following summary description of some of the terms and other provisions of
the subscription rights are subject to, and qualified in their entirety by reference to, all the provisions of the form of subscription
rights certificate and any supplemental agreements applicable to a particular series of subscription rights that we may offer under
this prospectus.
While the terms we have summarized below
will apply generally to any subscription rights that we may offer under this prospectus, we will describe the particular terms
of any series of offered subscription rights in more detail in the applicable prospectus supplement. The following description
of subscription rights will apply to the subscription rights offered under this prospectus unless we provide otherwise in the applicable
prospectus supplement. The applicable prospectus supplement for a particular series of subscription rights may specify different
or additional terms.
We urge you to read the applicable prospectus
supplement related to the particular series of subscription rights that we may offer under this prospectus, as well as any related
free writing prospectuses, and the complete form of subscription rights certificate and any supplemental agreements, that contain
the terms of the subscription rights.
The applicable prospectus supplement relating
to a series of subscription rights offered under this prospectus will describe the following terms, where applicable, of such offered
subscription rights:
|
|
·
|
the price, if any, for the subscription rights;
|
|
|
·
|
the exercise price payable for each share of preferred stock, common stock or other securities upon the exercise of the subscription rights;
|
|
|
·
|
the number of subscription rights issued to each stockholder;
|
|
|
·
|
the number and terms of the shares of preferred stock, common stock, or other securities which may be purchased per each subscription right;
|
|
|
·
|
the extent to which the subscription rights are transferable;
|
|
|
·
|
any other terms of the subscription rights, including the terms, procedures and limitations relating to the exchange and exercise of the subscription rights;
|
|
|
·
|
the date on which the right to exercise the subscription rights shall commence, and the date on which the subscription rights shall expire;
|
|
|
·
|
the extent to which the subscription rights may include an over-subscription privilege with respect to unsubscribed securities; and
|
|
|
·
|
if applicable, the material terms of any standby underwriting or purchase arrangement entered into by us in connection with the offering of subscription rights.
|
DESCRIPTION
OF STOCK PURCHASE CONTRACTS
We may issue stock purchase contracts representing
contracts obligating holders to purchase from us, and us to sell to the holders, a specified or varying number of shares of our
common or preferred stock at a future date or dates. Alternatively, the stock purchase contracts may obligate us to purchase from
holders, and obligate holders to sell to us, a specified or varying number of shares of our common or preferred stock at a future
date or dates. The price per share and the number of shares may be fixed at the time the stock purchase contracts are entered into
or may be determined by reference to a specific formula set forth in the stock purchase contracts. The stock purchase contracts
may require us to make periodic payments to the holders of the common or preferred stock or require the holders of the common or
preferred stock to make periodic payments to us. These payments may be unsecured or prefunded and may be paid on a current or on
a deferred basis. The stock purchase contracts may require holders to secure their obligations under the contracts in a specified
manner. The applicable prospectus supplement will describe the terms of any stock purchase contract and will contain a summary
of certain United States federal income tax consequences applicable to the stock purchase contracts.
DESCRIPTION
OF UNITS
We may issue units comprised of one or more
of the other securities described in this prospectus or in any prospectus supplement in any combination. Each unit will be issued
so that the holder of the unit is also the holder, with the rights and obligations of a holder, of each security included in the
unit. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred
separately, at any time or at any time before a specified date or upon the occurrence of a specified event or occurrence.
The applicable prospectus supplement relating
to units offered under this prospectus will describe the following terms, where applicable, of such units:
|
|
·
|
the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;
|
|
|
·
|
any unit agreement under which the units will be issued;
|
|
|
·
|
any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and
|
|
|
·
|
whether the units will be issued in fully registered or global form.
|
Plan
of Distribution
We may sell the securities described in
this prospectus separately or together from time to time in one or more transactions on a continuous or delayed basis through one
or more underwriters or dealers, through agents, or directly to one or more purchasers, in private transactions, at a fixed price
or prices, which may be changed, or from time to time at market prices prevailing at the time of sale, at prices related to the
prevailing market prices, or at negotiated prices. The securities may be sold through a rights offering, forward contracts or similar
arrangements. In any distribution of subscription rights to stockholders, if all of the underlying securities are not subscribed
for, we may then sell the unsubscribed securities directly to third parties or may engage the services of one or more underwriters,
dealers or agents, including standby underwriters, to sell the unsubscribed securities to third parties. We may also sell and distribute
the securities offered under this prospectus from time to time in one or more transactions, including in “at the market offerings”
within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker or into an existing trading market, on
an exchange or otherwise.
Each time that we use this prospectus to
sell the securities described herein, we will describe the method of distribution and the terms of the offering of the securities
offered hereunder in a prospectus supplement, information incorporated by reference or other offering material, including:
|
|
·
|
the name or names of the underwriters, dealers or agent, if any;
|
|
|
·
|
the purchase price of the securities and the proceeds we will receive from the sale;
|
|
|
·
|
any over-allotment options under which underwriters may purchase additional securities from us;
|
|
|
·
|
any underwriting discounts and other items constituting compensation to underwriters, dealers or agents;
|
|
|
·
|
any initial public offering price;
|
|
|
·
|
any discounts or concessions allowed or reallowed or paid to dealers; and
|
|
|
·
|
any securities exchange or market on which the common stock may be listed.
|
Only underwriters we name in the prospectus
supplement, information incorporated by reference or other offering material are underwriters of the securities offered thereunder.
Any underwritten offering may be on a best efforts or a firm commitment basis.
If we use underwriters in the sale, they
will acquire the securities for their own account and may resell them from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations
of the underwriters to purchase securities will be subject to the conditions set forth in the applicable underwriting agreement.
We may offer the securities to the public through underwriting syndicates represented by managing underwriters or by underwriters
without a syndicate. Subject to certain conditions, the underwriters will be obligated to purchase all the securities offered by
the prospectus supplement, information incorporated by reference or other offering material. In connection with the sale of securities,
underwriters may receive compensation from us or from purchasers of securities for whom they may act as agents. This compensation
may be in the form of discounts, concessions or commissions.
Underwriters may sell securities to or through
dealers, and these dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters
and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the
distribution of securities could be considered underwriters, and any discounts or commissions received by them from us and any
profit on the resale of securities by them could be considered underwriting discounts and commissions, under the Securities Act.
Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may change from time to time.
If we sell securities to a dealer, we will
sell the securities to the dealer, as principal. The name of the dealer and the terms of the transaction will be set forth in the
prospectus supplement, information incorporated by reference or other offering material. The dealer may then resell the securities
to the public at varying prices to be determined by the dealer at the time of resale.
We may sell securities directly or through
agents we designate from time to time. We will name any agent involved in the offering and sale of securities, and we will describe
any commissions we will pay the agent, in the prospectus supplement, information incorporated by reference or other offering material.
Unless the prospectus supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment.
Unless otherwise specified in the applicable
prospectus supplement, each series of securities will be a new issue with no established trading market, other than shares of our
common stock, which are listed on the NASDAQ Capital Market. Any common stock sold pursuant to a prospectus supplement will be
listed on the NASDAQ Capital Market, subject to official notice of issuance. We may elect to list any series of preferred stock,
warrants, subscription rights, stock purchase contracts, or units on an exchange, but we are not obligated to do so. It is possible
that one or more underwriters may make a market in the securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. No assurance can be given as to the liquidity of, or the trading market
for, any offered securities.
In connection with an offering, the underwriters
may purchase and sell securities in the open market. These transactions may include short sales, stabilizing transactions and purchases
to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of securities than
they are required to purchase in an offering. Stabilizing transactions consist of bids or purchases made for the purpose of preventing
or retarding a decline in the market price of the securities while an offering is in progress. The underwriters also may impose
a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received
by it because the underwriters have repurchased securities sold by or for the account of that underwriter in stabilizing or short-covering
transactions. These activities by the underwriters may stabilize, maintain or otherwise affect the market price of the securities.
As a result, the price of the securities may be higher than the price that otherwise might exist in the open market. If these activities
are commenced, they may be discontinued by the underwriters at any time. Underwriters may engage in overallotment. If any underwriters
create a short position in the securities in an offering in which they sell more securities than are set forth on the cover page
of the applicable prospectus supplement, the underwriters may reduce that short position by purchasing the securities in the open
market.
Under agreements entered into by us for
the purchase or sale of securities, underwriters and their controlling persons, dealers and agents may be entitled to indemnification
by us against certain liabilities, including liabilities under the Securities Act, or to contribution with respect to payments
which they may be required to make in respect thereof. Underwriters, dealers or agents that participate in the offer of securities,
or their affiliates or associates, may have engaged or engage in transactions with and perform services for, us or our affiliates
in the ordinary course of business for which they may have received or receive customary fees and reimbursement of expenses.
Legal
Matters
Unless otherwise specified in the applicable
prospectus supplement, the validity of the securities being offered under this prospectus has been passed upon for us by Duane
Morris LLP, New York, New York, and for any underwriters or agents by counsel named in the applicable prospectus supplement.
$5,000,000
Naked Brand Group Inc.
COMMON STOCK
|
PROSPECTUS SUPPLEMENT
Dated February 10, 2017
|
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
