Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
April 29 2021 - 4:31PM
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: April 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-___________.
Notice
of Failure to Satisfy a Continued Listing Rule or Standard.
On
April 26, 2021, Naked Brand Group Limited (the “Company”) received a notice from the Listing Qualifications
Department of The Nasdaq Stock Market (“Nasdaq”) stating that, for the 30 consecutive business days ending
April 23, 2021, the closing bid price for the Company’s ordinary shares had been below the minimum of $1.00 per share required
for continued inclusion on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). The notification letter stated that
the Company would be afforded 180 calendar days (until October 25, 2021) to regain compliance with the minimum bid price requirement.
In order to regain compliance, the closing bid price for the Company’s ordinary shares must be at least $1.00 per share
for a minimum of ten consecutive business days. The notification letter also stated that in the event the Company does not regain
compliance within the 180-day period, the Company may be eligible for additional time.
The
Nasdaq notification has no effect at this time on the listing of the Company’s ordinary shares, and the ordinary shares
will continue to trade uninterrupted under the symbol “NAKD.” The Company intends to actively monitor the bid price
for its common stock between now and October 25, 2021 and will consider all available options to regain compliance with the Nasdaq
minimum bid price requirement.
On
April 29, 2021, the Company issued a press release announcing receipt of the notice from Nasdaq. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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,
333-249547 and 333-254245) and the prospectuses included therein.
Exhibits
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:
April 29, 2021
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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 and Chief Executive Officer
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