PROSPECTUS
SUMMARY
This
summary highlights key information contained elsewhere in this prospectus and in the documents incorporated in this prospectus
by reference, and is qualified in its entirety by the more detailed information herein and therein. This summary may not contain
all of the information that is important to you. You should read the entire prospectus and the documents incorporated by reference
in this prospectus, including the information in “Risk Factors” and our financial statements and the related notes
thereto, before making an investment decision.
Overview
We
operate in the highly competitive specialty retail business. We are a designer, distributor, wholesaler, and retailer of women’s
and men’s intimate apparel, as well as women’s swimwear. Our merchandise is sold through company-owned retail stores
in Australia and New Zealand; through online channels; and through wholesale partners in Australia, New Zealand, the United States
and Europe.
We
have seven reportable segments:
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Australia
Retail
: This segment covers retail and outlet stores located in Australia.
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New
Zealand Retail
: This segment covers retail and outlet stores located in New Zealand.
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Australia
Wholesale
: This segment covers the wholesale of intimates apparel to customers based in Australia.
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New
Zealand Wholesale
: This segment covers the wholesale of intimates apparel to customers based in New Zealand.
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U.S.
Wholesale
: This segment covers the wholesale of intimates apparel to customers based in the United States.
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Europe
Wholesale
: This segment covers the wholesale of intimates apparel to customers based in Europe.
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E-commerce
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This segment covers the Company’s online retail activities.
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In
addition, we continually explore new ways to expand its business, including through the use of new technologies, such as blockchain
technology. We are presently evaluating how these new technologies may be leveraged in the retail fashion industry. For instance,
blockchain technology might be used in the future to create highly efficient end-to-end operations from suppliers to consumers
and also to provide low cost trade finance for market participants through blockchain trading platforms. However, we have not
yet established the feasibility of, or taken any steps to progress the use of, blockchain technology in our business.
Our
Brands
Heidi
Klum
Heidi
Klum is the face and Creative Director of our flagship brands, Heidi Klum Intimates, Heidi Klum Swim, Heidi Klum Man, and Heidi
Klum Intimates Solutions. Our flagship brand, Heidi Klum Intimates collection exudes femininity, elegance and sophistication,
each piece designed with the modern woman in mind. We sell our Heidi Klum products at 63 Bendon stores in Australia, New Zealand
and Ireland and online at www.bendonlingerie.com and www.heidiklumintimates.com. Additionally, Heidi Klum products are sold in
approximately 5,000 wholesale doors in 43 countries across regions in Australia, New Zealand, United States, Europe and United
Kingdom under wholesale arrangements.
Frederick’s
of Hollywood
Since
1946, Frederick’s of Hollywood has set the standard for innovative apparel, introducing the push-up bra, the padded bra,
and black lingerie to the United States market. The brand’s rich history has led it to become one of the most recognized
in the world. Through our wholly-owned subsidiary FOH Online Corp. (“FOH”), we are the exclusive licensee of the Frederick’s
of Hollywood global online license, under which we sell Frederick’s of Hollywood intimates products, sleepwear and loungewear
products, swimwear and swimwear accessories products, and costume products. We sell our Frederick’s of Hollywood products
online at www.bendonlingerie.com and www.fredericks.com.
Naked
Naked
is an apparel and lifestyle brand company that is currently focused on innerwear products for women and men. Under its flagship
brand name and registered trademark “Naked®”, Naked designs, manufactures and sells men’s and women’s
underwear, intimate apparel, loungewear and sleepwear through retail partners and direct to consumer through its online retail
store www.wearnaked.com. Naked has a growing retail footprint for its innerwear products in premium department and specialty stores
and internet retailers in North America, including accounts such as Nordstrom, Dillard’s, Bloomingdale’s, Amazon.com
and others.
Other
Brands
Our
other brands are Bendon, Bendon Man, Davenport, Fayreform, Hickory, Lovable and Pleasure State. We sell our products at 63 Bendon
stores in Australia and New Zealand and online at www.bendonlingerie.com. Additionally, our products are sold in approximately
3,293 wholesale stores in 43 countries across regions in Australia, New Zealand, United States, Europe and United Kingdom under
wholesale arrangements.
Until
June 30, 2018, we sold Stella McCartney Lingerie and Stella McCartney Swimwear products at Bendon stores in Australia and New
Zealand and online at www.bendonlingerie.com. Additionally, Stella McCartney products were sold in wholesale doors in numerous
countries across regions in Australia, New Zealand, United States, Europe and United Kingdom under wholesale arrangements.
Our
Strengths
We
believe the following competitive strengths contribute to our leading market position and differentiate us from our competition:
Distinct,
Well-Recognized Brands
Our
iconic brands, including Heidi Klum Intimates and Swimwear and Frederick’s of Hollywood Intimates and Swimwear, have come
to represent a unique lifestyle across its targeted customers. Our brands allow us to target markets across the economic spectrum,
across demographics and across the world. We believe our flagship brands and prominent, highly-recognized creative directors provide
us with a competitive advantage.
In-Store
Experience and Store Operations
We
view our customers’ in-store experience as an important vehicle for communicating the image of each brand. We utilize visual
presentation of merchandise, in-store marketing and our sales associates to reinforce the image represented by the brands. Our
in-store marketing is designed to convey the principal elements and personality of each brand. The store design, furniture, fixtures
and music are all carefully planned and coordinated to create a unique shopping experience. Every brand displays merchandise uniformly
to ensure a consistent store experience, regardless of location. Store managers receive detailed plans designating fixture and
merchandise placement to ensure coordinated execution of the company-wide merchandising strategy. Our sales associates and managers
are a central element in creating the atmosphere of the stores by providing a high level of customer service.
Product
Development, Sourcing and Logistics
We
believe a large part of our success comes from frequent and innovative product launches, as well as launches of new collections
from our existing brands. Our merchant, design and sourcing teams have a long history of bringing innovative products to our customers.
Our key vendor partners are industry leaders in both innovation and social responsibility. We work closely together to form a
world class supply chain that is dynamic and efficient.
Highly
Experienced Leadership Team
Our
management team is led by Justin Davis-Rice, Executive Chairman, who joined Bendon in 2011 and is responsible for leading our
revenue growth. Prior to joining Bendon, Mr. Davis-Rice co-founded Pleasure State. Anna Johnson, Chief Executive Officer, brings
to us a track record of over 25 years’ experience driving growth across a number of industries, including consumer electronics,
outdoor adventure and intimate apparel. The rest of our senior management team has a wealth of retail and business experience
at Gazal, Specialty Fashion Group, and Pleasure State. We have developed a strong and collaborative culture aligned around our
goals to create the most sensual, functional and comfortable lingerie and underwear for women and men all over the world.
Growth
Strategy
Our
growth strategy involves seeking to take advantage of the following opportunities across brands and channels:
Channel
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Opportunity
for an additional 50+ retail stores across Australia and New Zealand
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Additional
25 Bendon outlet stores across Australia and New Zealand in the next 5 years
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Leveraging
e-commerce to attract and educate new and existing customers
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Targeting
e-commerce sales penetration of 40% over the medium term
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Improving
productivity in existing wholesale accounts by gaining additional floor space
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Selectively
adding new wholesale doors, with a focus on US markets
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Enhancing
margins by increasing the proportion of the business derived from direct-to-consumer channels
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Brands
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Expanding
the brand and product offering via organic innovation and new license partnerships
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Expanding
brand reach by leveraging our brand portfolio to extend globally, particularly in the US and EU
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Continuing
to build our license portfolio and add new licenses in existing and tangential categories
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Recent
Developments
On
February 14, 2019, Carole Hochman resigned from the board of directors and as our Executive Chairman, and from all other positions
she held with our subsidiaries. Ms. Hochman’s resignation was for personal reasons, and was not due to any disagreement
with us or our management on any matter relating to our operations, policies or practices (financial or otherwise).
In
March 2019, we issued 1,400,000 Consultant Shares and 1,400,000 Consultant Warrants to a service provider in exchange for services
(the “March Consultant Issuance”). The Consultant Warrants have an exercise price of US$0.50 and expire two years
from the date of issuance. The exercise price and the number of shares covered by the Consultant Warrants are subject to adjustment
for stock splits, stock combinations and certain other transactions affecting the share capital as a whole.
On
March 27, 2019, we closed on the following share issuances (the “March Financing Issuances”).
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(1)
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NZ$6.60
million/US$4.50 million related to the issue of 11,248,415 Vendor Shares to trade creditors in satisfaction of trade payables
due to them, at an effective per share price of US$0.40.
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NZ$1.25
million/US$0.85 million related to the issue of 2,119,178 Ordinary Shares to the holder of one of our outstanding promissory
notes in the amount of US$847,671, at an effective per share price of US$0.40 per share.
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NZ$1.69
million/US$1.15 million related to the issue of 4,510,588 Ordinary Shares to investors in a private placement at a share price
of US$0.255. The investors also received warrants (the “Other March Warrants”) to purchase 100% of the number
of Ordinary Shares for which they had subscribed. The Other March Warrants have an exercise price of US$0.306 and expire two
years from the date of issuance. The exercise price and the number of shares covered by the Other March Warrants are subject
to adjustment for stock splits, stock combinations and certain other transactions affecting the share capital as a whole.
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NZ$4.05
million/US$2.75 million relating to the issue of 10,784,313 March Placement Shares to certain accredited investors at an agreed
per share price of US$0.255, except that, to the extent an investor would beneficially own more than 9.9% of our outstanding
Ordinary Shares after the closing, we agreed to issue the investors a March Pre-Funded Warrant in lieu of such shares. Each
investor also received a March Investment Warrants to purchase 100% of the number of Ordinary Shares for which it had agreed
to subscribe. As a result, we issued 3,914,846 March Placement Shares, March Pre-Funded Warrants to purchase 6,869,467 Ordinary
Shares and March Investment Warrants to purchase 10,784,313 Ordinary Shares to the investors at the closing. The March Investment
Warrants have an exercise price of US$0.306 per share and expire five years from the date of issuance. The March Pre-Funded
Warrants have an exercise price of US$0.01 per share and expire five years from the date of issuance. The exercise price and
number of shares covered by the March Warrants are subject to adjustment for stock splits, stock combinations and certain
other transactions affecting the share capital as a whole, as well as for subsequent equity issuances occurring prior to July
16, 2019, subject to certain exceptions. If the exercise price of the March Warrants is higher than the last closing bid price
of the Ordinary Shares, at any time starting on June 16, 2019, the March Warrants may be exercised on a cashless basis for
a number of shares equal to the Black-Scholes value of the portion of the warrant being exercised (as calculated in accordance
with the March Warrants), divided by the closing bid price as of two business days prior to the exercise date (but not less
than US$0.10). The March Warrants may not be exercised to the extent the holder and its affiliates would beneficially own
more than 9.9% of our outstanding Ordinary Shares after such exercise.
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On
April 2, 2019, the board of directors appointed Anna Johnson as our Chief Executive Officer. Previously Ms Johnson was Chief Executive
Officer of Bendon Limited, the main operating entity within the Company. In connection with Ms. Johnson’s appointment, Justin
Davis-Rice was appointed as Executive Chairman and resigned as our Chief Executive Officer.
Effective
on May 13, 2019, we completed a private placement of a Secured Convertible Promissory Note (the “Note”) to St. George
Investments LLC (the “Noteholder”) for a purchase price of US$3,000,000, pursuant to a Securities Purchase Agreement
(the “NSPA”) of even date (the “May Note Issuance”). Pursuant to the NSPA, the Note was sold with an original
issue discount of the US$300,000 and we paid US$20,000 of the Noteholder’s expenses, which amount was added to the principal
balance of the Note. Accordingly, the Note had an initial principal balance of US$3,320,000. The NSPA includes certain customary
representations and warranties and covenants. In addition, we agreed that, so long as the Note is outstanding, we will not issue
any debt instrument or incur any debt, subject to certain exceptions, including an exception for any debt incurred from a bank.
The Note accrues interest at a rate of 10% per annum, compounded daily, and matures on November 13, 2020. We have the right to
prepay the Note, subject to a 15% premium. The Note is secured by a second priority security interest in all our assets and is
subordinated to the Company’s existing senior secured credit facility with the Bank of New Zealand (the “Bank”
or “BNZ”). The Noteholder has the right to convert the Note into Naked Ordinary Shares at a conversion price of US$0.90
per share, subject to adjustment for subdivisions or combinations of the Ordinary Shares. The Noteholder also has the right, beginning
on December 13, 2019, to cause us to redeem any portion of the Note, up to a maximum of US$400,000 per month.
On
May 14, 2019, we closed on NZ$2.17 million/US$1.5million share issuance of 6,000,000 Naked Ordinary Shares to an investor in a
private placement at a share price of US$0.25 (the “May Share Issuance”). The investor also received warrants to purchase
1,000,000 Naked Ordinary Shares. The warrants have an exercise price of US$0.25, subject to adjustment, and expire two years from
the date of issuance.
On
May 16, 2019, we issued 653,595 Ordinary Shares in exchange for the cancellation of US$200,000 in debt held by a shareholder,
or an effective purchase price of US$0.306 per share (the “May Debt Exchange”).
On June 11, 2019, we announced
that we had appointed David Anderson to become our new Chief Financial Officer. Previously, Mr. Anderson served as Head of Finance
for Goodman Fielder, one of the largest consumer goods companies in New Zealand, where he oversaw all financial aspects of the
business and led numerous acquisitions. Mr. Anderson succeeded Howard Herman, our former Chief Financial Officer,
on June 20, 2019. In connection with the appointment of Mr. Anderson, Mr. Herman is resigning from all positions held by
him with our company.
Our
senior secured credit facility with the Bank matures on August 31, 2019 and discussions are continuing to extend the facility
beyond that point. As at October 31, 2018, there was a breach in minimum gross EBITDA ratio. As at January 31, 2019, there was
a breach of the minimum Gross EBITDA ratio and a breach of the inventory and receivables ratio. The Bank has advised that they
are currently taking these breaches under review.
Corporate
Information
Our
principal and registered office is located at Building 7B, Huntley Street, Alexandria, NSW 2015, Australia, and our telephone
number is +61 2 9384 2400. Our agent for service of process in the United States is Graubard Miller, our U.S. counsel, located
at The Chrysler Building, 405 Lexington Avenue, New York, New York 10174. Our corporate website is located at
www.nakedbrands.com
.
The information on our website shall not be deemed part of this registration statement.
Emerging
Growth Company
We
are an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”).
As an emerging growth company, we are eligible, and have elected, to take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not
limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of
2002 and reduced disclosure obligations regarding executive compensation (to the extent applicable to a foreign private issuer).
We
could remain an emerging growth company until the last day of our fiscal year following the fifth anniversary of the consummation
of our initial public offering. However, if our annual gross revenue is US$1.07 billion or more, or our non-convertible debt issued
within a three year period exceeds US$1 billion, or the market value of our Ordinary Shares that are held by non-affiliates exceeds
US$700 million on the last day of the second fiscal quarter of any given fiscal year, we would cease to be an emerging growth
company as of the last day of that fiscal year.
Foreign
Private Issuer
We
are a “foreign private issuer” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). As a foreign private issuer under the Exchange Act, we are exempt from certain rules under the Exchange Act, including
the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations. Moreover, we are not required
to file periodic reports and financial statements with Securities and Exchange Commission (the “SEC”) as frequently
or as promptly as domestic U.S. companies with securities registered under the Exchange Act, and we are not required to comply
with Regulation FD, which imposes certain restrictions on the selective disclosure of material information. In addition, our officers,
directors, and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions
of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our Ordinary
Shares.
The
Nasdaq Listing Rules allow foreign private issuers, such as us, to follow home country corporate governance practices (in our
case Australian) in lieu of the otherwise applicable Nasdaq corporate governance requirements. In accordance with this exception,
we follow Australian corporate governance practices in lieu of certain of the Nasdaq corporate governance standards, as more fully
described in our Annual Report on Form 20-F for the fiscal year ended January 31, 2019, which is incorporated herein by reference.
See “
Where You Can Find Additional Information
” on page 19.
Risks
Affecting Our Company
In
evaluating an investment in our securities, you should carefully read this prospectus and especially consider the factors incorporated
by reference in the section titled “
Risk Factors
” commencing on page 8.
Background
of the Offering
On
June 19, 2018, we consummated the transactions contemplated by that certain Agreement and Plan of Reorganization, dated as of
May 25, 2017 and amended on July 26, 2017, February 21, 2018, March 19, 2018 and April 23, 2018 (the “Merger Agreement”),
by and among our company, Naked, Bendon, Naked Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of ours (“Merger
Sub”), and Bendon Investments Ltd., a New Zealand company that at the time was the owner of a majority of the outstanding
shares of Bendon (the “Principal Shareholder”). Pursuant to the Merger Agreement, (i) we undertook a reorganization
(the “Reorganization”) pursuant to which all of the shareholders of Bendon exchanged all of the outstanding ordinary
shares of Bendon for our Ordinary Shares, and (ii) immediately thereafter, the parties effectuated a merger of Merger Sub and
Naked, with Naked surviving as a wholly owned subsidiary of ours and the Naked stockholders receiving our Ordinary Shares in exchange
for all of the outstanding shares of common stock of Naked (the “Merger” and together with the Reorganization, the
“Transactions”).
Pursuant
to our financing plan prior to the consummation of the Transactions, we entered into securities purchase agreements with certain
investors for the purchase and sale of Ordinary Shares and warrants to purchase additional ordinary shares in a private placement
(the “PIPE Transaction”). The warrants entitle the holders to purchase Ordinary Shares at a weighted average exercise
price of US $5.62 per share. The warrants are exercisable at any time for periods of between one and five years. The number of
Ordinary Shares issuable on exercise of the outstanding warrants and exercise price of such warrants may be adjusted in certain
circumstances including in the event of a share split, bonus issue, recapitalization, reorganization, merger, or consolidation.
Additionally, if the resale of the Ordinary Shares issuable upon exercise of the warrants is not covered by an effective registration
statement or an exemption from registration at any time after December 19, 2018, the holder of such warrants shall be afforded
cashless exercise rights. With respect to warrants to purchase an aggregate of 800,000 Ordinary Shares, if certain trading and
market price conditions are met, then we may call for cancellation of all or any portion of such warrants for which a notice of
exercise has not yet been delivered to us, for consideration equal to US $0.01 per warrant.
We
agreed to register for resale 1,600,000 of the Ordinary Shares sold in the PIPE Transaction, as well as 800,000 of the Ordinary
Shares underlying the warrants sold in the PIPE Transaction. We are also registering for resale certain additional shares issued
in the PIPE Transaction and underlying warrants issued in the PIPE Transaction, as well as other additional shares held by our
shareholders from prior to the PIPE Transaction. As a result, after accounting for shares known by us to already have been sold
by the Selling Shareholders, an aggregate of 9,570,708 Ordinary Shares and an aggregate of an additional 1,293,892 Ordinary Shares
issuable upon exercise of outstanding warrants are being offered pursuant to this prospectus.
THE
OFFERING
Ordinary
Shares being offered by certain existing shareholders
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9,570,708
shares
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Ordinary
Shares underlying the October Warrants, March Warrants and Consultant Warrants
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1,293,892
shares
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Securities
Outstanding
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59,487,636
Ordinary Shares as of June 18, 2019, which does not include an aggregate of (i) 31,286,368 Ordinary Shares underlying
outstanding warrants that have not been exercised as of such date and (ii) 2,968,433 Ordinary Shares underlying outstanding
convertible promissory notes that have not been converted as of such date (assuming all outstanding principal and interest
thereon through such date is converted at the initial conversion price of $0.90 per share, without regard to any limitations
on such conversion).
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Listing
of Securities and trading symbols
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Our
Ordinary Shares trade on the Nasdaq Capital Market under the symbol “NAKD”. There is no public market for our
warrants.
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Plan
of distribution
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The
Ordinary Shares (and the Ordinary Shares issuable upon exercise of the warrants) covered by this prospectus may be sold by
the Selling Shareholders in the manner described under the section entitled “
Plan of Distribution
.”
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Use
of proceeds
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We
will not receive any proceeds from the sale of the securities by the Selling Shareholders under this prospectus. However,
we could receive up to US$4,852,095 in gross proceeds if all of the warrants held by three of the Selling Shareholders are
exercised for cash. Any amounts we receive from such exercises will be used for working capital and other general corporate
purposes. See the section titled “
Use of Proceeds
” for further information on our use of proceeds from
this offering.
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Risk
factors
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See
the section titled “
Risk Factors
” and the other information included in this prospectus for a discussion
of risk factors you should carefully consider before deciding to invest in our securities.
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RISK
FACTORS
An
investment in our securities involves a high degree of risk. Before investing in our Ordinary Shares, you should carefully consider
the risk factors set forth below and those described under “Risk Factors” in the documents incorporated by reference
herein, including in our most recent Annual Report on Form 20-F filed with the SEC, together with the other information included
in this prospectus and incorporated by reference herein from our filings with the SEC. If any of such risks or uncertainties occurs,
our business, financial condition, and operating results could be materially and adversely affected. Additional risks and uncertainties
not currently known to us or that we currently deem immaterial also may materially and adversely affect our business operations.
As a result, the trading price of our Ordinary Shares could decline and you could lose all or a part of your investment.
Risks
Related to the Offering
Sales
by the Selling Shareholders of the Ordinary Shares covered by this prospectus could adversely affect the trading price of our
Ordinary Shares.
We
are registering for resale up to 9,570,708 Ordinary Shares and up to 1,293,892 Ordinary Shares issuable upon exercise of outstanding
warrants, which together represent approximately 18.3% of our outstanding Ordinary Shares, on a fully-diluted basis. The
resale of all or a substantial portion of the Ordinary Shares registered hereby in the public market, or the perception that these
sales might occur, could cause the market price of our Ordinary Shares to decrease and may make it more difficult for us to sell
Ordinary Shares in the future at a time and upon terms that we deem appropriate.
We
do not intend to pay any dividends on our Ordinary Shares at this time.
We
have not paid any cash dividends on our Ordinary Shares to date. The payment of cash dividends on our Ordinary Shares in the future
will be dependent upon our revenue and earnings, if any, capital requirements, and general financial condition, as well as the
limitations on dividends and distributions that exist under the laws and regulations of Australia, and will be within the discretion
of our board of directors. It is the present intention of our board of directors to retain all earnings, if any, for use in our
business operations and, accordingly, our board of directors does not anticipate declaring any dividends on our Ordinary Shares
in the foreseeable future. As a result, any gain you will realize on our Ordinary Shares (including Ordinary Shares obtained
upon exercise of our warrants) will result solely from the appreciation of such shares.
We
may issue additional securities in the future, which may result in dilution to our shareholders.
As
of June 18, 2019, we had 31,286,368 Ordinary Shares subject to outstanding warrants, including 1,293,892 Ordinary
Shares underlying warrants registered hereby, and 2,968,433 Ordinary Shares subject to outstanding convertible promissory notes
(assuming all outstanding principal and interest thereon through such date is converted at the initial conversion price of $0.90
per share, without regard to any limitations on such conversion). In addition, we are not restricted from issuing additional
Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares. Because we may need to raise additional capital
in the future to operate and/or expand our business, we may conduct additional equity offerings. To the extent our outstanding
options and warrants are exercised or we conduct additional equity offerings, additional Ordinary Shares will be issued, which
may result in dilution to our shareholders. Sales of substantial numbers of such shares in the public market could adversely affect
the market price of our Ordinary Shares.
Nasdaq
may delist our Ordinary Shares from quotation on its exchange, which could limit investors’ ability to sell and purchase
our securities and subject us to additional trading restrictions.
Our
Ordinary Shares are currently listed on the Nasdaq Capital Market under the trading symbol “NAKD.” However, on February
5, 2019, we received a notice from the Listing Qualifications Department of Nasdaq stating that, for the last 30 consecutive business
days, the closing bid price for our Ordinary Shares had been below the minimum of US$1.00 per share required for continued inclusion
on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). We will be afforded 180 calendar days (until August 5, 2019)
to regain compliance with the minimum bid price requirement. In order to regain compliance, the bid price for our Ordinary
Shares must close at US$1.00 per share or more for a minimum of ten consecutive business days. The notification letter also
states that in the event we do not regain compliance within the 180 day period, we will be eligible for additional time if we
meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the
Nasdaq Capital Market, with the exception of the bid price requirement, and notify Nasdaq of our intention to cure the deficiency
during such second compliance period, including by effecting a reverse stock split, if necessary. There can be no assurance that
we will regain compliance with the minimum bid price requirement within the allotted period, or that we will be able to maintain
compliance with the other continued listing requirements under the Nasdaq Listing Rules.
If
our Ordinary Shares are not listed on Nasdaq at any time after this offering, we could face significant material adverse consequences,
including:
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a
limited availability of market quotations for our securities;
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reduced
liquidity;
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a
determination that our Ordinary Shares are a “penny stock” which will require brokers trading in our shares
to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market
for our Ordinary Shares;
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limited amount of news and analyst coverage for our company; and
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a
decreased ability to issue additional securities or obtain additional financing in the future.
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As
a foreign private issuer, we are permitted and expect to follow certain home country corporate governance practices (in our case
Australian) in lieu of certain Nasdaq requirements applicable to domestic issuers and we are permitted to file less information
with the SEC than a company that is not a foreign private issuer. This may afford less protection to holders of our securities.
As
a foreign private issuer under the Exchange Act, Nasdaq allows us to follow home country governance practices (in our case Australian)
in lieu of the otherwise applicable Nasdaq corporate governance requirements. In accordance with this exception, we follow Australian
corporate governance practices in lieu of certain of the Nasdaq corporate governance standards, as more fully described in our
Annual Report on Form 20-F for the fiscal year ended January 31, 2019, which is incorporated herein by reference. See “
Where
You Can Find Additional Information
.” In particular, we will follow Australian law and corporate governance practices
with respect to the composition of our board and quorum requirements applicable to shareholder meetings. These differences may
result in a board that is more difficult to remove as well as less shareholder approvals required generally. We will also follow
Australian law instead of the Nasdaq requirement to obtain shareholder approval prior to the issuance of securities in connection
with a change of control, certain acquisitions, private placements of securities, or the establishment or amendment of certain
stock option, purchase, or other equity compensation plans or arrangements. These differences may result in less shareholder oversight
and requisite approvals for certain acquisition or financing related decisions or for certain company compensation related decisions.
The Australian home country practices described above may afford less protection to holders of our securities than that provided
under the Nasdaq Listing Rules.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
The
statements contained in this prospectus that are not purely historical are forward-looking statements. Forward-looking statements
include, but are not limited to, statements regarding expectations, hopes, beliefs, intentions, or strategies regarding the future.
In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,”
“might,” “plan,” “possible,” “potential,” “predicts,” “project,”
“should,” “would,” and similar expressions may identify forward-looking statements, but the absence of
these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include,
for example, statements about our:
|
●
|
ability
to achieve profitability;
|
|
|
|
|
●
|
expectations
regarding industry trends and the size and growth rates of addressable markets;
|
|
|
|
|
●
|
reliance
on third parties for production and distribution;
|
|
|
|
|
●
|
our
business plan and growth strategies, including plans for expansion to new markets and new products;
|
|
|
|
|
●
|
expectations
for seasonal trends;
|
|
|
|
|
●
|
results
of operations;
|
|
|
|
|
●
|
ability
to manage growth;
|
|
|
|
|
●
|
ability
to complete strategic acquisitions;
|
|
|
|
|
●
|
ability
to minimize our production and distribution costs by utilizing funding sources provided by others;
|
|
|
|
|
●
|
regulatory
or operational risks;
|
|
|
|
|
●
|
success
in retaining or recruiting, or changes required in, our officers, key employees, or directors;
|
|
|
|
|
●
|
capital
structure;
|
|
|
|
|
●
|
ability
to obtain additional financing when and if needed;
|
|
|
|
|
●
|
liquidity
and trading of our securities; and
|
|
|
|
|
●
|
status
as an emerging growth company under the JOBS Act.
|
The
forward-looking statements contained in this prospectus are based on current expectations, assumptions, and beliefs concerning
future developments and their potential effects on us. There can be no assurance that future developments will be those that have
been assumed or anticipated. These forward-looking statements are subject to a number of risks and uncertainties (some of which
are beyond our control) that may cause actual results or performance to be materially different from those expressed or implied
by these forward-looking statements. These risks and uncertainties include, but are not limited to, those risks described from
time to time in our SEC filings and those risk factors described under the heading “
Risk Factors
.” Should one
or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary
in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise
any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required
under applicable securities laws.
USE
OF PROCEEDS
We
will not receive any proceeds from the sale of the securities under this prospectus. However, we could receive up to US$4,852,095
in gross proceeds if the warrants held by three of the Selling Shareholders are exercised for cash. Any amounts we receive from
such exercises will be used for working capital and other general corporate purposes.
CAPITALIZATION
AND INDEBTEDNESS
The
following table sets forth our capitalization at January 31, 2019 on an historical basis and on a pro forma basis, after giving
effect to the March Consultant Issuance, the March Financing Issuances, the May Note Issuance, the May Share Issuance and the
May Debt Exchange. The information presented in the capitalization table below is unaudited.
|
|
Historical
|
|
|
Pro
Forma
|
|
As
at January 31, 2019
|
|
NZ$
‘000
|
|
|
US$
‘000
(5)
|
|
|
NZ$
‘000
|
|
|
US$
‘000
(5)
|
|
Borrowings
(1)(2)
|
|
|
20,967
|
|
|
|
14,467
|
|
|
|
23,767
|
|
|
|
16,417
|
|
Share Capital
(1)(3)
|
|
|
134,183
|
|
|
|
92,586
|
|
|
|
145,895
|
|
|
|
100,536
|
|
Fair Value of Warrants
(4)
|
|
|
-
|
|
|
|
-
|
|
|
|
4,348
|
|
|
|
3,000
|
|
Accumulated Losses
|
|
|
(121,651
|
)
|
|
|
(83,939
|
)
|
|
|
(121,651
|
)
|
|
|
(83,939
|
)
|
Reserves
|
|
|
(2,013
|
)
|
|
|
(1,389
|
)
|
|
|
(2,013
|
)
|
|
|
(1,389
|
)
|
Total Capitalization
|
|
|
31,486
|
|
|
|
21,725
|
|
|
|
50,346
|
|
|
|
34,625
|
|
|
(1)
|
Reflects
the following:
|
|
a.
|
NZ$1.25
million/US$0.85 million related to the issue of 2,119,178 ordinary shares to the holder of one of the outstanding promissory
notes in the amount of $847,671 at US$0.40 per share.
|
|
|
|
|
b.
|
On
the May 16, 2019, the Group issued 635,585 ordinary shares in exchange for the cancellation of a NZ$0.3 million/US$0.2 million
debt held by a shareholder.
|
|
(2)
|
Reflects
the completion, on May 13, 2019, of a private placement of a secured convertible promissory note for a purchase price of NZ$4.35
million/US$3 million. The note accrues interest at 10% per annum and matures on November 13, 2020.
|
|
|
|
|
(3)
|
Reflects
the following:
|
|
a.
|
NZ$6.60
million/US$4.50 million related to the issue of 11,248,415 ordinary shares to trade creditors in satisfaction of trade payables
due to them, at an effective per share price of US$0.40.
|
|
|
|
|
b.
|
NZ$1.69
million/US$1.15 million related to the issue of 4,510,588 ordinary shares to investors in a private placement at a share price
of US$0.255.
|
|
|
|
|
c.
|
NZ$4.05
million/US$2.75 million relating to the issue to certain accredited investors of 10,784,313 ordinary shares at an agreed per
share price of US$0.255, except that, to the extent an investor would beneficially own more than 9.9% of our outstanding ordinary
shares after the closing, we agreed to issue the investor “pre-funded” warrants in lieu of such shares. Each investor
also received an “investment” warrant to purchase 100% of the number of ordinary shares for which it had agreed
to subscribe. As a result, we issued 3,914,846 ordinary shares, “pre-funded” warrants to purchase 6,869,467 ordinary
shares and “investment” warrants to purchase 10,784,313 ordinary shares to the investors at the closing.
|
|
|
|
|
d.
|
The
closing, on May 14, 2019, on a NZ$2.17 million/US$1.5million share issuance of 6,000,000 shares to investors in a private
placement at a share price of US$0.25. The investor also received a warrant to purchase 1,000,000 ordinary shares.
|
|
(4)
|
Capitalization
is adjusted by NZ$4.348 million/US$3million to recognize a derivative liability in relation to the issue of 31,286,368 warrants
at $0.27 per warrant on June 18, 2019.
|
|
|
|
|
(5)
|
I0n
this prospectus certain New Zealand dollar amounts have been translated into United States dollars at the rate of NZ$1 = USD$0.69.
Such translations should not be construed as representations that the New Zealand dollar amounts represent, or have been or
could be converted into, United States dollars at that or any other rate
|
You
should read this table in conjunction with our consolidated financial statements as at and for the year ended January 31, 2019,
which are incorporated by reference in this prospectus.
SELLING
SHAREHOLDERS
The
Selling Shareholders may from time to time offer and sell any or all of our securities set forth below pursuant to this prospectus.
When we refer to “Selling Shareholders” in this prospectus, we mean the persons listed in the table below, and the
pledgees, donees, permitted transferees, assignees, successors, and others who later come to hold any of the Selling Shareholders’
interests in our securities other than through a public sale.
The
Selling Shareholders acquired the Ordinary Shares offered hereby (or the warrants pursuant to which the Ordinary Shares offered
hereby are issuable) as described in “
Prospectus Summary – Background of the Offering
” above.
We
have registered the resale of the securities included in this prospectus in order to permit such Selling Shareholders to offer
the shares for resale from time to time. In accordance with the Registration Rights Agreement, this prospectus covers the resale
of (i) the Ordinary Shares held by the Selling Shareholders and (ii) the maximum number of Ordinary Shares issuable upon exercise
of the warrants held by three of the Selling Shareholders. Because the Ordinary Shares issuable upon the exercise of our warrants
are subject to adjustments under certain circumstances and permit, in certain circumstances, “cashless” exercise,
the number of shares that will actually be issuable upon any exercise thereof may be more or less than the number of shares being
offered by this prospectus.
The following table sets
forth, as of June 18, 2019:
|
●
|
the
name of each Selling Shareholder for whom we are registering Ordinary Shares;
|
|
|
|
|
●
|
the
number of Ordinary Shares beneficially owned by the Selling Shareholders prior to the offering;
|
|
|
|
|
●
|
the
number of outstanding Ordinary Shares, the number of Ordinary Shares underlying warrants, and the total number of Ordinary
Shares offered for resale to the public by each Selling Shareholder; and
|
|
|
|
|
●
|
the
number of Ordinary Shares and the percentage of Ordinary Shares to be beneficially owned by each Selling Shareholder after
the offering (assuming all of the Ordinary Shares are sold by such Selling Shareholder).
|
This
table is prepared solely based on information supplied to us by the listed Selling Shareholders and any Schedules 13D or 13G filed
by the Selling Shareholders with the SEC, and assumes the sale of all of the securities offered hereby. The Selling Shareholders
may sell all, some or none of their shares in this offering. See the disclosure under the heading “
Plan of Distribution
”
elsewhere in this prospectus. The Selling Shareholders identified in the table below may have sold, transferred or otherwise disposed
of some or all of their shares since the date of this prospectus in transactions exempt from or not subject to the registration
requirements of the Securities Act. Information concerning the Selling Shareholders may change from time to time and, if necessary
and required, we will amend or supplement this prospectus accordingly.
|
|
Prior
to the Offering
|
|
|
Offered
Hereby
|
|
|
|
|
|
After
the Offering
(2)
|
|
Shareholder
(1)
|
|
Ordinary
Shares Beneficially Owned
|
|
|
Ordinary
Shares
|
|
|
Ordinary
Shares Underlying Warrants
|
|
|
Total
Ordinary Shares
|
|
|
Ordinary
Shares Beneficially Owned
|
|
|
Beneficial
Ownership Percentage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Samantha
Sin Man Chong
(4)
|
|
|
111,394
|
|
|
|
111,394
|
|
|
|
-
|
|
|
|
111,394
|
|
|
|
-
|
|
|
|
0.0
|
%
|
Andrew
Stranberg
(5)
|
|
|
94,808
|
|
|
|
94,808
|
|
|
|
-
|
|
|
|
94,808
|
|
|
|
-
|
|
|
|
0.0
|
%
|
Bridgecorp
Consolidated Holdings Pty Ltd
(6)
|
|
|
191,953
|
|
|
|
191,953
|
|
|
|
-
|
|
|
|
191,953
|
|
|
|
-
|
|
|
|
0.0
|
%
|
SBL
Holdings Ltd
(7)
|
|
|
853,686
|
|
|
|
484,176
|
|
|
|
-
|
|
|
|
484,176
|
|
|
|
369,510
|
|
|
|
*
|
|
Paul
Vassilakos
(3)(8)
|
|
|
185,000
|
|
|
|
61,944
|
|
|
|
-
|
|
|
|
61,944
|
|
|
|
123,056
|
|
|
|
*
|
|
William
Gibson
(9)
|
|
|
113,284
|
|
|
|
56,642
|
|
|
|
-
|
|
|
|
56,642
|
|
|
|
56,642
|
|
|
|
*
|
|
Summit
Reliance International Ltd
(10)
|
|
|
945,026
|
|
|
|
571,559
|
|
|
|
|
|
|
|
571,559
|
|
|
|
373,467
|
|
|
|
*
|
|
True
Aim Ltd
(11)
|
|
|
1,949,853
|
|
|
|
536,551
|
|
|
|
|
|
|
|
536,551
|
|
|
|
1,413,302
|
|
|
|
2.3
|
%
|
High
Standard Ltd
(12)
|
|
|
1,400,812
|
|
|
|
255,246
|
|
|
|
|
|
|
|
255,246
|
|
|
|
1,145,566
|
|
|
|
1.9
|
%
|
Tryast
Management Limited
(13)
|
|
|
253,351
|
|
|
|
253,351
|
|
|
|
|
|
|
|
253,351
|
|
|
|
-
|
|
|
|
0.0
|
%
|
Novo
General Trading FZE
(14)
|
|
|
569,807
|
|
|
|
405,361
|
|
|
|
|
|
|
|
405,361
|
|
|
|
164,446
|
|
|
|
*
|
|
Daniel
Raymond Fields
(15)
|
|
|
945,480
|
|
|
|
380,348
|
|
|
|
|
|
|
|
380,348
|
|
|
|
565,132
|
|
|
|
*
|
|
Enares
Pty Ltd
(16)
|
|
|
5,870,099
|
|
|
|
1,019,010
|
|
|
|
|
|
|
|
1,019,010
|
|
|
|
4,851,089
|
|
|
|
7.7
|
%
|
TGO
Pty Ltd
(17)
|
|
|
3,766,795
|
|
|
|
416,782
|
|
|
|
|
|
|
|
416,782
|
|
|
|
3,350,013
|
|
|
|
5.3
|
%
|
AEE
Acquisitions Holdings LLC
(18)
|
|
|
165,747
|
|
|
|
117,675
|
|
|
|
|
|
|
|
117,675
|
|
|
|
48,072
|
|
|
|
*
|
|
Alpha
Capital Anstalt
(19)
|
|
|
287,894
|
|
|
|
204,395
|
|
|
|
|
|
|
|
204,395
|
|
|
|
83,499
|
|
|
|
*
|
|
Carlos
Farjallah
(20)
|
|
|
40,537
|
|
|
|
40,537
|
|
|
|
|
|
|
|
40,537
|
|
|
|
-
|
|
|
|
0.0
|
%
|
Ivory
Castle Limited
(21)
|
|
|
1,143,751
|
|
|
|
355,907
|
|
|
|
|
|
|
|
355,907
|
|
|
|
787,844
|
|
|
|
1.3
|
%
|
Van
Zyl Tripp Pty Limited
(22)
|
|
|
1,169,395
|
|
|
|
275,081
|
|
|
|
|
|
|
|
275,081
|
|
|
|
894,314
|
|
|
|
1.5
|
%
|
Kim
Bottger
(23)
|
|
|
30,403
|
|
|
|
30,403
|
|
|
|
|
|
|
|
30,403
|
|
|
|
-
|
|
|
|
0.0
|
%
|
Viya
Mikitas
(24)
|
|
|
50,898
|
|
|
|
50,898
|
|
|
|
|
|
|
|
50,898
|
|
|
|
-
|
|
|
|
0.0
|
%
|
Fields
Family Trust
(25)
|
|
|
167,943
|
|
|
|
135,121
|
|
|
|
|
|
|
|
135,121
|
|
|
|
32,822
|
|
|
|
*
|
|
Brad
Pettersson
(26)
|
|
|
218,895
|
|
|
|
218,895
|
|
|
|
|
|
|
|
218,895
|
|
|
|
-
|
|
|
|
0.0
|
%
|
Armistice
Capital Master Fund Ltd.
(27)
|
|
|
4,800,000
|
|
|
|
-
|
|
|
|
800,000
|
|
|
|
800,000
|
|
|
|
4,000,000
|
|
|
|
6.4
|
%
|
Maso
Capital Investments Limited
(28)
|
|
|
1,273,201
|
|
|
|
475,467
|
|
|
|
|
|
|
|
475,467
|
|
|
|
797,734
|
|
|
|
1.3
|
%
|
Blackwell
Partners LLC - Series A
(28)
|
|
|
1,769,840
|
|
|
|
661,200
|
|
|
|
|
|
|
|
661,200
|
|
|
|
1,108,640
|
|
|
|
1.8
|
%
|
Star
V Partners LLC
(28)
|
|
|
411,079
|
|
|
|
196,667
|
|
|
|
|
|
|
|
196,667
|
|
|
|
214,412
|
|
|
|
*
|
|
Gurravembi
Investments Pty Ltd
(29)
|
|
|
984,315
|
|
|
|
133,334
|
|
|
|
|
|
|
|
133,334
|
|
|
|
850,981
|
|
|
|
1.4
|
%
|
AKR
Investments Limited
(30)
|
|
|
1,084,314
|
|
|
|
200,000
|
|
|
|
|
|
|
|
200,000
|
|
|
|
884,314
|
|
|
|
1.4
|
%
|
Seyed
Karim Paul Salamatian
(31)
|
|
|
80,001
|
|
|
|
53,334
|
|
|
|
|
|
|
|
53,334
|
|
|
|
26,667
|
|
|
|
*
|
|
Real
Charm Group Ltd
(32)
|
|
|
128,803
|
|
|
|
85,867
|
|
|
|
|
|
|
|
85,867
|
|
|
|
42,936
|
|
|
|
*
|
|
Linrik
Investment Limited
(33)
|
|
|
137,901
|
|
|
|
137,901
|
|
|
|
|
|
|
|
137,901
|
|
|
|
-
|
|
|
|
0.0
|
%
|
Phoenix
Capital Limited
(34)
|
|
|
1,354,627
|
|
|
|
304,021
|
|
|
|
|
|
|
|
304,021
|
|
|
|
1,050,606
|
|
|
|
1.7
|
%
|
World
Wide Holdings LLC
(35)
|
|
|
179,186
|
|
|
|
29,186
|
|
|
|
|
|
|
|
29,186
|
|
|
|
150,000
|
|
|
|
*
|
|
Letters
Capital Madison Avenue Equity LLC
( 36 )
|
|
|
881,580
|
|
|
|
614,913
|
|
|
|
266,667
|
|
|
|
881,580
|
|
|
|
-
|
|
|
|
0.0
|
%
|
NAKD
Opportunity SPV LLC
(37 )
|
|
|
757,483
|
|
|
|
303,033
|
|
|
|
227,225
|
|
|
|
530,258
|
|
|
|
227,225
|
|
|
|
*
|
|
Jake
Christopher Clifford Millar
(38 )
|
|
|
3,406
|
|
|
|
3,406
|
|
|
|
-
|
|
|
|
3,406
|
|
|
|
-
|
|
|
|
0.0
|
%
|
DCM
Capital Investment
( 39 )
|
|
|
20,800
|
|
|
|
20,800
|
|
|
|
-
|
|
|
|
20,800
|
|
|
|
-
|
|
|
|
0.0
|
%
|
Don
Stanway
(40 )
|
|
|
83,542
|
|
|
|
83,542
|
|
|
|
-
|
|
|
|
83,542
|
|
|
|
-
|
|
|
|
0.0
|
%
|
*
Less than 1%.
|
(1)
|
Unless
otherwise indicated, the business address of each of the individuals and entities is Naked Brand Group Limited, c/o Bendon
Limited, Building 7C, Huntley Street, Alexandria NSW 2015, Australia
|
|
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|
(2)
|
Based
on 59,487,636 Ordinary Shares outstanding as of June 18, 2019, and assuming that the warrants to purchase Ordinary
Shares offered hereby are exercised, but no other outstanding warrants or options are exercised.
|
|
|
|
|
(3)
|
Paul
Vassilakos served as a consultant of ours from October 2016 to June 2018.
|
|
|
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|
(4)
|
The
business address of this person is 4 Shek O Headland Road – Ste 1, Shek O, Hong Kong.
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(5)
|
The
business address of this person is 2345 Lake Avenue, Miami Beach, Florida 33140.
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(6)
|
The
business address of this entity is Tower One, International Towers, 100 Bangaroo Avenue, Sydney NSW 2000, Australia. Matthew
Pethybridge has voting and dispositive power over the shares held by this entity.
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(7)
|
The
business address of this entity is 26 Ti Point Rd, Leigh 0985, New Zealand. Timothy Connell has voting and dispositive power
over the shares held by this entity.
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(8)
|
The
business address of this person is 225 5
th
Avenue, Apt. 9H, New York, New York 10010.
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(9)
|
The
business address of this person is 25A Neal St, Covent Garden, London WC2H9PR.
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(10)
|
The
business address of this entity is Unit 701, 7
th
Floor, Far East Consortium Building, 113-125 DecVoeux Road, Central.
Andy Fong has voting and dispositive power over the shares held by this entity. The number of Ordinary Shares Beneficially
Owned reflects the position prior to the intended cancellation of shares described above.
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(11)
|
The
business address of this entity is Room 3D – 3
rd
Floor Mega Cube, 8 Wang Kwong Rd, Kowloon Bay. W.Y. Fong
has voting and dispositive power over the shares held by this entity. The number of Ordinary Shares Beneficially Owned reflects
the position prior to the intended cancellation of shares described above.
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(12)
|
The
business address of this entity is Unit B, 2
nd
Floor, Cheung Hing Industrial Building, 12P Smithfield Road, Kennedy
Town. Kenneth Li has voting and dispositive power over the shares held by this entity. The number of Ordinary Shares Beneficially
Owned reflects the position prior to the intended cancellation of shares described above.
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(13)
|
The
business address of this entity is 19 Waterfront Drive, Road Town, VG1110 Tortola, British Virgin Islands. Markos Kashiouris
has voting and dispositive power over the shares held by this entity.
|
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(14)
|
The
business address of this entity is 2705 API Trio Towers, Al Barsha 1, Sheikh Zayed Road, Dubai, UAE. Venu Raman Kumar has
voting and dispositive power over the shares held by this entity.
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(15)
|
The
business address of this person is 17 Somerset Square, London W14 8EE, UK.
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(16)
|
The
business address of this entity is PO Box 491, Drummoyne, NSW 1490. Neil Raymond Sutton has voting and dispositive power over
the shares held by this entity.
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(17)
|
The
business address of this entity is 15 Kia-Ora Lane, Kangaloon, NSW, 2576, Australia. This entity is the trustee of the Onisforou
Investment Trust. Theodore Gregory Onisforou has voting and dispositive power over the shares held by this entity.
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(18)
|
The
business address of this entity is 500 East Broward Blvd., Suite 2400, Fort Lauderdale, Florida 33301. William C. Morro is
the Manager of this entity and has voting and dispositive power over the shares held by this entity.
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(19)
|
The
business address of this entity is 110 East Broward Blvd., #1900, Fort Lauderdale, Florida 33301. Konrad Ackermann has voting
and dispositive power over the shares held by this entity.
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(20)
|
The
business address of this person is c/o Missy Martin, Roche Surety and Casualty, 4017 N. Himes Avenue, Tampa, Florida 33607.
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(21)
|
The
business address of this entity is Room 1901, 19F, 33 Hysan Ave, Causeway Bay, Hong Kong. Mr. Cheung Chi Ho has voting and
dispositive power over the shares held by this entity.
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(22)
|
The
business address of this entity is 118 Booralie Road, Duffys Foresst NSW 2084, Australia. This entity is controlled by its
directors, Simon Charles Tripp and Brenda Iris Tripp. Accordingly, such individuals have voting and dispositive power over
the shares held by this entity.
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(23)
|
The
business address of this person is c/o Qapartments, Fuglevangsvej 11-13, 1962 Frederiksberg, Denmark.
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(24)
|
The
business address of this person is 18 College Road, St. Johns, Auckland 1072.
|
|
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(25)
|
The
business address of this entity is 14810 Clara St, Los Gatos, California 95032. Renee Fields and Edward Fields are the trustees
of this entity and have voting and dispositive power over the shares held by this entity.
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(26)
|
The
business address of this person is c/o Bendon, 8 Airpark Drive, Mangere, Auckland 2022, New Zealand.
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|
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(27)
|
The
business address of this entity is 510 Madison Avenue, 22
nd
Floor, New York, New York 10022. Armistice Capital,
LLC is the investment manager of this entity. Steven Boyd is the managing member of Armistice Capital, LLC. Both share voting
and dispositive power over the shares held by this entity. The beneficial ownership of this entity reflects limitations on
exercise contained in the warrants held by this entity, which provide that the warrants may not be exercised to the extent
the entity would own more than 9.9% of our outstanding Ordinary Shares.
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(28)
|
The
business address of each of these entities is 8/F Printing House, 6 Duddell Street. Maso Capital Partners Limited manages
each of these entities. Manoj Jain and Sohit Khurana control Maso Capital Partners Limited and accordingly have voting and
dispositive power over the shares held by these entities.
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(29)
|
The
business address of this entity is 107 Anthony Street, Ascot. QLD 4007. Michael Buys has voting and dispositive power over
the shares held by this entity.
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(30)
|
The
business address of this entity is Apt. 7B, Cameron House, 40 Magazine Gap Road, The Peak, Hong Kong. Andrew Kenneth Rennie
manages this entity and has voting and dispositive power over the shares held by this entity.
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(31)
|
The
business address of this person is 5341 Parker Avenue, Victoria, British Colombia V8Y 2N1.
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(32)
|
The
business address of this entity is Unit D, 5
th
Floor Charmhill Centre, 50 Hillwood Road, Tsim Sha Tsui. Adrian
Yau has voting and dispositive power over the shares held by this entity.
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(33)
|
The
business address of this entity is c/o Amicorp BVI, PO Box 2416, Road Town, Tortola, British Virgin Islands. Peter Rading
is the ultimate beneficial owner of the shares held by this entity and has voting and dispositive power over the shares held
by this entity.
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(34)
|
The
business address of this entity is c/o Cim Corporate Services Ltd, Les Cascades Building, Edith Cavell Street, Port Louis.
Syed Ali Abbas and Shaurya Doval have voting and dispositive power over the shares held by this entity.
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(35)
|
The
business address of this entity is 360 East 88th Street, Unit 2A, New York, New York 10128. Jeffrey Auerbach manages this
entity and has voting and dispositive power over the shares held by this entity.
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(36)
|
The
business address of this entity is c/o PHS Corporate Services, Inc., 1313 N. Market Street, Suite 5100, Wilmington, Delaware
19801. Faidon Triantafyllidis has voting and dispositive power over the shares held by this entity.
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(37)
|
The
business address of this entity is 111 East 26
th
Street, Apt A6, New York, New York 10010. Timothy David Bemer
has voting and dispositive power over the shares held by this entity.
|
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(38)
|
The
business address of this person is Studio 3.20, 91 St George’s Bay Road, Parnell, Auckland 1052, New Zealand.
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|
(39)
|
The
business address of this entity is Suite 1, Level 12, 53 Martin Place, Sydney 2000, Australia. John Marshall and Gail Marshall
have voting and dispositive power over the shares held by this entity.
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(40)
|
The
business address of this person is 87 Old Mill Rd, Westmere, Auckland 1022, New Zealand.
|
Other
than as described in this prospectus, the Selling Shareholders have not within the past three years had any position, office,
or other material relationship with us or any of our predecessors or affiliates other than as a holder of our securities. None
of the Selling Shareholders is a broker-dealer or an affiliate of a broker-dealer.
PLAN
OF DISTRIBUTION
We
are registering the securities held by the Selling Shareholders covered by this prospectus to permit the resale of those securities
from time to time after the date of this prospectus.
The
Selling Shareholders, which as used herein includes the pledgees, donees, permitted transferees, assignees, successors, and others
who later come to hold any of the Selling Shareholders’ interests in our securities other than through a public sale, may,
from time to time, sell, transfer, or otherwise dispose of any or all of their securities or interests in such securities on any
stock exchange, market, or trading facility on which the securities are traded, or in private transactions. These dispositions
may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at
varying prices determined at the time of sale, or at negotiated prices.
The
Selling Shareholders may use any one or more of the following methods when disposing of the securities or interests therein:
|
●
|
ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
|
|
|
●
|
block
trades in which the broker-dealer will attempt to sell the securities as agent, but may position and resell a portion of the
block as principal to facilitate the transaction;
|
|
|
|
|
●
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for its account;
|
|
|
|
|
●
|
an
exchange distribution in accordance with the rules of the applicable exchange;
|
|
|
|
|
●
|
privately
negotiated transactions;
|
|
|
|
|
●
|
settlement
of short sales;
|
|
|
|
|
●
|
in
transactions through broker-dealers that agree with the Selling Shareholders to sell a specified number of such securities
at a stipulated price per security;
|
|
|
|
|
●
|
through
the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
|
|
|
|
|
●
|
a
combination of any such methods of sale; or
|
|
|
|
|
●
|
any
other method permitted pursuant to applicable law.
|
The
Selling Shareholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act,
if available, rather than under this prospectus.
Broker-dealers
engaged by the Selling Shareholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Shareholders (or, if any broker-dealer acts as agent for the subscriber of securities, from the
subscriber) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency
transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440, and in the case of a principal
transaction a markup or markdown in compliance with FINRA IM-2440.
In
connection with the sale of our securities or interests therein, the Selling Shareholders may enter into hedging transactions
with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of
hedging the positions they assume. The Selling Shareholders may also sell securities short and deliver these securities to close
out their short positions, or loan or pledge securities to broker-dealers that in turn may sell these securities. The Selling
Shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation
of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities
offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus
(as supplemented or amended to reflect such transaction).
The
Selling Shareholders and any underwriters, broker-dealers, or agents that participate in the sale of the securities or interests
therein may be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act. Any discounts, commissions,
concessions, or profit they earn on any resale of the securities may be underwriting discounts and commissions under the Securities
Act. Selling Shareholders who are “underwriters” within the meaning of Section 2(a)(11) of the Securities Act will
be subject to the prospectus delivery requirements of the Securities Act. Each Selling Shareholder has informed the Company that
it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.
The
Company will pay the fees and expenses incurred by the Company incident to the registration of the securities. The Company has
agreed to indemnify certain of the Selling Shareholders against certain losses, claims, damages, and liabilities, including liabilities
under the Securities Act.
We
agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling
Shareholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without
the requirement for the Company to be in compliance with the current public information requirement under Rule 144 or any other
rule of similar effect, or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 or any other rule
of similar effect.
The
securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws.
In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified
for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied
with.
Under
applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not
simultaneously engage in market making activities with respect to the Ordinary Shares for the applicable restricted period, as
defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Shareholders will be subject
to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit
the timing of purchases and sales of the Ordinary Shares by the Selling Shareholders or any other person.
We
will make copies of this prospectus available to the Selling Shareholders and have informed them of the need to deliver a copy
of this prospectus to each subscriber at or prior to the time of the sale (including by compliance with Rule 172 under the Securities
Act).
Our
Ordinary Shares are registered under the Exchange Act and trade on Nasdaq under the symbol “NAKD”. Our warrants are
not currently registered under the Exchange Act and there has been no public market for our warrants. We do not intend to register
our warrants under the Exchange Act.
Our
Ordinary Shares are issued in registered form. The transfer agent for our Ordinary Shares is Continental Stock Transfer &
Trust Company.
EXPENSES
The
following table sets forth the costs and expenses payable by us in connection with registering the Ordinary Shares that
may be sold by selling stockholders under this prospectus. All amounts listed below are estimates except the SEC registration
fee.
Itemized
expense
|
|
Amount
|
|
SEC registration fee
|
|
$
|
9,802
|
|
Legal fees and expenses
|
|
$
|
10,000
|
|
Accounting fees and expenses
|
|
$
|
15,000
|
|
Transfer agent and registrar fees
|
|
$
|
5,000
|
|
Miscellaneous
|
|
$
|
5,000
|
|
Total
|
|
$
|
44,802
|
|
LEGAL
MATTERS
Graubard
Miller, New York, New York, is acting as counsel in connection with the registration of our securities under the Securities Act.
HWL Ebsworth Lawyers, Syndey, Australia, will pass upon the validity of the Ordinary Shares offered in this prospectus and on
matters of Australia law.
EXPERTS
The
financial statements incorporated in this prospectus by reference to the Annual Report on Form 20-F for the year ended January
31, 2019 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to Naked
Brand Group’s ability to continue as a going concern as described in Note 2 to the financial statements) of PricewaterhouseCoopers,
an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
SERVICE
OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
We
are an Australian company and our executive offices are located outside of the United States. Certain of our directors and officers
and some of the experts in this prospectus reside outside the United States. In addition, a substantial portion of our assets
and the assets of our directors, officers and experts are located outside of the United States. As a result, you may have difficulty
serving legal process within the United States upon us or any of these persons. You may also have difficulty enforcing, both in
and outside of the United States, judgments you may obtain in U.S. courts against us or these persons in any action, including
actions based upon the civil liability provisions of U.S. federal or state securities laws. Furthermore, there is substantial
doubt that the courts of Australia would enter judgments in original actions brought in those courts predicated on U.S. federal
or state securities laws.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We
have filed with the SEC a registration statement on Form F-1, as amended on Form F-3, with respect to the Ordinary Shares offered
hereby. This prospectus, which forms a part of the registration statement, does not contain all of the information set forth in
the registration statement and the exhibits thereto. The registration statement includes and incorporates by reference additional
information and exhibits. Statements made in this prospectus concerning the contents of any contract, agreement or other document
filed as an exhibit to the registration statement are summaries of the material terms of such contracts, agreements or documents,
but do not repeat all of their terms. Reference is made to each such exhibit for a more complete description of the matters involved
and such statements shall be deemed qualified in their entirety by such reference. The registration statement and the exhibits
and schedules thereto filed with the SEC are available without charge on the website maintained by the SEC at http://www.sec.gov
that contains reports, proxy and information statements and other information regarding registrants that file electronically with
the SEC.
We
are subject to the information and periodic reporting requirements of the Exchange Act and we file periodic reports, including
Annual Reports on Form 20-F, and other information, including reports on Form 6-K, with the SEC. These periodic reports
and other information are available on the website of the SEC referred to above. As a “foreign private issuer”, we
are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders under
Nasdaq rules. Those proxy statements are not expected to conform to Schedule 14A of the proxy rules promulgated under the Exchange
Act. In addition, as a “foreign private issuer”, we are exempt from the rules under the Exchange Act relating to short
swing profit reporting and liability.
INCORPORATION
BY REFERENCE OF CERTAIN DOCUMENTS
The
SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important information
to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus.
This prospectus incorporates by reference our documents listed below:
|
●
|
our
Annual Report on Form 20-F filed with the SEC on June 14, 2019;
|
|
|
|
|
●
|
our
reports on Form 6-K filed with the SEC on February 11, 2019, February 15, 2019, March 28, 2019, April 3, 2019, May 17, 2019
and June 14, 2019; and
|
|
|
|
|
●
|
the
description of our Ordinary Shares contained in our registration statement on Form 8-A (No. 001-38544) filed with the SEC
pursuant to Section 12(b) of the Exchange Act.
|
We are also incorporating
by reference all subsequent Annual Reports on Form 20-F that we file with the SEC and certain subsequent reports on Form 6-K that
we furnish to the SEC (if such Form 6-K states that it is incorporated by reference into this prospectus) after the effectiveness
of the registration statement of which this prospectus forms a part, until we file a post-effective amendment indicating that
the offering of the securities made by this prospectus has been terminated. In addition, we are incorporating by reference all
subsequent Annual Reports on Form 20-F that we file with the SEC and certain subsequent reports on Form 6-K that we furnish to
the SEC (if such Form 6-K states that it is incorporated by reference into this prospectus) after the initial filing of the registration
statement, until the effectiveness of the registration statement.
Any
statement contained in a document filed before the date of this prospectus and incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this prospectus. Any information that we file after the date of this prospectus with the SEC and incorporated by reference
herein will automatically update and supersede the information contained in this prospectus and in any document previously incorporated
by reference in this prospectus.
You
should assume that the information appearing in this prospectus and any accompanying prospectus supplement, as well as the information
we previously filed with the SEC and incorporated by reference, is accurate as of the dates on the front cover of those documents
only.
We
will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the reports
or documents that have been incorporated by reference in the prospectus contained in the registration statement not delivered
with the prospectus. We will provide these reports or documents upon written or oral request at no cost to the requester. Requests
for such documents should be made to Naked Brand Group Limited, Attn: Mr. Justin Davis-Rice, c/o Bendon Limited, Building 7B,
Huntley Street, Alexandria, NSW 2015, Australia. Such documents may also be accessed free of charge on our website at
www.bendon.com
.
NAKED BRAND GROUP LIMITED
10,864,600 Ordinary Shares
June 26, 2019
No dealer, salesperson
or any other person is authorized to give any information or make any representations in connection with this offering other than
those contained in this prospectus and, if given or made, the information or representations must not be relied upon as having
been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security
other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities
by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.
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