Report of Foreign Issuer (6-k)
January 13 2020 - 8:31AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES
EXCHANGE ACT OF 1934
For
the month of: January 2020
Commission
File Number: 001-38544
NAKED
BRAND GROUP LIMITED
(Translation
of registrant’s name into English)
c/o
Bendon Limited, Building 7C, Huntley Street, Alexandria, NSW 2015, Australia
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F [X] Form
40-F [ ]
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
Indicate
by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [ ] No [X]
If
“Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-___________.
Unregistered
Sales of Equity Securities.
Effective
on May 13, 2019, Naked Brand Group Limited (the “Company”) completed a private placement of a Secured Convertible
Promissory Note (the “Note”) to St. George Investments LLC (the “Holder”) in an initial
principal amount of $3,320,000, as more fully described in the Report of Foreign Private Issuer filed on May 17, 2019.
On
January 10, 2020, the Company agreed to exchange the remaining $369,866 of the Note for 314,813 of the Company’s ordinary
shares. As a result, the Note has been repaid in full. The exchange was completed pursuant to the exemption from registration
provided by Section 3(a)(9) of the Securities Act of 1933, as amended.
The
information contained in this Form 6-K, including the exhibits hereto, shall be incorporated by reference in the Company’s
registration statements on Form F-3 (File Nos. 333- 226192, 333-230757, 333-232229 and 333-235801) and the prospectuses included
therein.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated:
January 13, 2020
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NAKED BRAND GROUP LIMITED
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By:
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/s/
Justin Davis-Rice
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Name:
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Justin
Davis-Rice
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Title:
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Executive
Chairman
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