Small Company Offering and Sale of Securities Without Registration (d)
August 30 2019 - 8:31AM
Edgar (US Regulatory)
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NoneEntity Type | 0001707919 | Bendon Group Holdings Limited BENDON GROUP HOLDINGS LTD |
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Corporation
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Limited Partnership
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Limited Liability Company
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General Partnership
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Business Trust
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Other |
| Name of Issuer |
NAKED BRAND GROUP Ltd |
| Jurisdiction of Incorporation/Organization |
| AUSTRALIA |
| |
| Year of Incorporation/Organization |
| |
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| Over Five Years Ago |
| |
x
| Within Last Five Years (Specify Year) | 2017 |
| |
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| Yet to Be Formed | |
| 2. Principal Place of Business and Contact Information |
| Name of Issuer | |
| NAKED BRAND GROUP Ltd | |
| Street Address 1 | Street Address 2 |
| C/O BENDON LIMITED | BUILDING 7B, HUNTLEY STREET |
| City | State/Province/Country | ZIP/Postal Code | Phone No. of Issuer |
| ALEXANDRIA, NSW | AUSTRALIA | 2015 | +61 2 9384 2400 |
| Last Name | First Name | Middle Name |
| Davis-Rice | Justin | |
| Street Address 1 | Street Address 2 |
| c/o Bendon Limited | Building 7B, Huntley Street |
| City | State/Province/Country | ZIP/Postal Code |
| Alexandria, NSW | AUSTRALIA | 2015 |
| Relationship: |
x
| Executive Officer |
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| Director |
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| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Johnson | Anna | |
| Street Address 1 | Street Address 2 |
| c/o Bendon Limited | Building 7B, Huntley Street |
| City | State/Province/Country | ZIP/Postal Code |
| Alexandria, NSW | AUSTRALIA | 2015 |
| Relationship: |
x
| Executive Officer |
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| Director |
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| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Adams | David | |
| Street Address 1 | Street Address 2 |
| c/o Bendon Limited | Building 7B, Huntley Street |
| City | State/Province/Country | ZIP/Postal Code |
| Alexandria, NSW | AUSTRALIA | 2015 |
| Relationship: |
x
| Executive Officer |
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| Director |
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| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Hayes | Paul | |
| Street Address 1 | Street Address 2 |
| c/o Bendon Limited | Building 7B, Huntley Street |
| City | State/Province/Country | ZIP/Postal Code |
| Alexandria, NSW | AUSTRALIA | 2015 |
| Relationship: |
o
| Executive Officer |
x
| Director |
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| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Shape | Andy | |
| Street Address 1 | Street Address 2 |
| c/o Bendon Limited | Building 7B, Huntley Street |
| City | State/Province/Country | ZIP/Postal Code |
| Alexandria, NSW | AUSTRALIA | 2015 |
| Relationship: |
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| Executive Officer |
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| Director |
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| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Fitzalan | Kelvin | |
| Street Address 1 | Street Address 2 |
| c/o Bendon Limited | Building 7B, Huntley Street |
| City | State/Province/Country | ZIP/Postal Code |
| Alexandria, NSW | AUSTRALIA | 2015 |
| Relationship: |
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| Executive Officer |
x
| Director |
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| Promoter |
| Clarification of Response (if Necessary) |
| | |
|
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| Agriculture | | Health Care |
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| Retailing |
| | Banking & Financial Services | |
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| Biotechnology |
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| Restaurants |
| |
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| Commercial Banking | |
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| Health Insurance | | Technology |
| |
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| Insurance | |
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| Hospitals & Physicians | |
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| Computers |
| |
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| Investing | |
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| Pharmaceuticals | |
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| Telecommunications |
| |
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| Investment Banking | |
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| Other Health Care | |
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| Other Technology |
| |
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| Pooled Investment Fund
| | | | | Travel |
| |
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| Other Banking & Financial Services |
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| Manufacturing | |
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| Airlines & Airports |
| | Real Estate | |
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| Lodging & Conventions |
| |
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| Commercial | |
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| Tourism & Travel Services |
| |
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| Construction | |
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| Other Travel |
| |
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| REITS & Finance |
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| Other |
| |
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| Residential | |
| |
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| Other Real Estate | |
|
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| Business Services | |
| | Energy | |
| |
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| Coal Mining | |
| |
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| Electric Utilities | |
| |
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| Energy Conservation | |
| |
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| Environmental Services | |
| |
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| Oil & Gas | |
| |
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| Other Energy | |
| Revenue Range | Aggregate Net Asset Value Range |
|
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| No Revenues |
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| No Aggregate Net Asset Value |
|
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| $1 - $1,000,000 |
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| $1 - $5,000,000 |
|
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| $1,000,001 - $5,000,000 |
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| $5,000,001 - $25,000,000 |
|
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| $5,000,001 - $25,000,000 |
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| $25,000,001 - $50,000,000 |
|
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| $25,000,001 - $100,000,000 |
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| $50,000,001 - $100,000,000 |
|
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| Over $100,000,000 |
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| Over $100,000,000 |
|
x
| Decline to Disclose |
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| Decline to Disclose |
|
o
| Not Applicable |
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| Not Applicable |
| 6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply) |
|
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| Rule 504(b)(1) (not (i), (ii) or (iii)) |
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| Rule 505 |
|
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| Rule 504 (b)(1)(i) |
x
| Rule 506(b) |
|
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| Rule 504 (b)(1)(ii) |
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| Rule 506(c) |
|
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| Rule 504 (b)(1)(iii) |
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| Securities Act Section 4(a)(5) |
| |
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| Investment Company Act Section 3(c) |
|
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| New Notice | Date of First Sale | 2019-08-19 |
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| First Sale Yet to Occur |
| Does the Issuer intend this offering to last more than one year? |
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| Yes |
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| No |
| 9. Type(s) of Securities Offered (select all that apply) |
|
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| Pooled Investment Fund Interests |
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| Equity |
|
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| Tenant-in-Common Securities |
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| Debt |
|
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| Mineral Property Securities |
x
| Option, Warrant or Other Right to Acquire Another Security |
|
x
| Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security |
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| Other (describe) |
| | |
| 10. Business Combination Transaction |
| Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? |
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| Yes |
x
| No |
| |
| Clarification of Response (if Necessary) | |
| |
| Minimum investment accepted from any outside investor | $ 0 USD |
| Recipient | Recipient CRD Number |
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| None |
| H.C.WAINWRIGHT & CO., LLC | 375 |
| (Associated) Broker or Dealer |
x
| None | (Associated) Broker or Dealer CRD Number |
x
| None |
| | |
| Street Address 1 | Street Address 2 |
| 430 PARK AVENUE | 4TH FLOOR |
| City | State/Province/Country | ZIP/Postal Code |
| NEW YORK | NEW YORK | 10022 |
| State(s) of Solicitation |
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| All States |
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| Foreign/Non-US |
ILLINOIS
NEW YORK
|
| 13. Offering and Sales Amounts |
| Total Offering Amount | $ 2000000 USD |
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Indefinite |
| Total Amount Sold | $ 2000000 USD | |
| Total Remaining to be Sold | $ 0 USD |
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Indefinite |
| |
| Clarification of Response (if Necessary) |
| The company issued warrants for 28,571,431 ordinary shares to institutional accredited investors in a private placement simultaneously with the sale of 28,571,431 ordinary shares to such investors, at a price of $0.07 per share, in a registered offering. |
|
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| Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
| |
| | Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: | 4 |
| 15. Sales Commissions & Finders' Fees Expenses |
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
|
| Sales Commissions | $ 160000 USD |
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| Estimate |
| Finders' Fees | $ 0 USD |
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| Estimate |
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| Clarification of Response (if Necessary) |
| The company paid the broker a cash fee of $160,000 and issued to its designees warrants for 2,285,714 ordinary shares. The Company also reimbursed the broker for accountable expenses of $35,000. |
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
|
| | $ 0 USD |
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