Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
March 12 2021 - 9:00AM
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: March 2021
Commission
File Number: 001-38544
NAKED
BRAND GROUP LIMITED
(Translation
of registrant’s name into English)
c/o
Bendon Limited, 8 Airpark Drive, Airport Oaks, Auckland 2022, New Zealand
(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-___________.
Other
Events
On
March 11, 2021, Naked Brand Group Limited (the “Company”) consummated the offer and sale of an aggregate of
117,647,059 units (“Units”), each Unit consisting of one ordinary share, no par value (“Ordinary Shares”)
and one warrant (“Warrant”) to certain accredited investors (“Investors”) pursuant to the
previously disclosed Securities Purchase Agreement between the Company and Investors, dated as of February 24, 2021 (as amended,
the “SPA”). The Company received estimated net proceeds of US$94,898,827 from the sale of the Units,
after offering expenses.
The
Units, Ordinary Shares, and Warrants issued pursuant to the SPA were offered and sold, and the Ordinary Shares issuable upon the
exercise of the Warrants are being offered, in private placements to accredited investors pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such sales.
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 and F-1 (File Nos. 333-226192, 333-230757, 333-232229, 333-235801, 333-243751, 333-249490,
and 333-249547) 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.
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NAKED
BRAND GROUP LIMITED
|
|
|
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By:
|
/s/
Justin Davis-Rice
|
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Name:
|
Justin
Davis-Rice
|
|
Title:
|
Executive
Chairman and
|
|
|
Chief
Executive Officer
|
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