AND EXCHANGE COMMISSION
OF FOREIGN PRIVATE ISSUER
TO RULE 13a-16 OR 15d-16 UNDER THE
EXCHANGE ACT OF 1934
the month of:
BRAND GROUP LIMITED
of registrant’s name into English)
Bendon Limited, Building 7B, Huntley Street, Alexandria, NSW 2015, Australia
of Principal Executive Offices)
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 [ ]
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
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]
“Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-___________.
1.01. Entry Into a Material Definitive Agreement.
July 21, 2019, Naked Brand Group Limited (the “
”) entered into a securities purchase agreement (the
Securities Purchase Agreement
”) with certain institutional and accredited investors (the “
for the sale in a registered direct offering of 15,750,000 ordinary shares, no par value, of the Company (“
at a purchase price of $0.10 per share (the “
the Securities Purchase Agreement, the Investors agreed to purchase all 15,750,000 of the Ordinary Shares offered in the Cash
Offering. Each of the Investors also will receive, in a concurrent private placement, a warrant (a “
to purchase up to 100% of the aggregate number of shares purchased by such Investor in the Cash Offering (the “
Securities Purchase Agreement contains customary representations and warranties and covenants of the Company and is subject to
customary closing conditions. The Company also has agreed it will not issue, or enter into an agreement to issue, or announce
the issuance or proposed issuance of any Ordinary Shares, or any securities which would entitle the holder thereof to acquire
Ordinary Shares, until 90 days after the closing of the Cash Offering (or 30 days thereafter, in the case of any such securities
that are “restricted securities” as defined under the securities laws), subject to certain exceptions. In addition,
the Company has agreed to indemnify the Investors for liabilities arising out of or relating to (i) any breach of any of the representations,
warranties, covenants or agreements made by the Company in the Securities Purchase Agreement or related documents or (ii) any
action instituted against an Investor by any of the Company’s stockholders (other than stockholders who are affiliated with
such Investor) with respect to the transactions contemplated by the Securities Purchase Agreement, subject to certain exceptions.
Warrants will be immediately exercisable and will expire five and one-half years from the date of issuance. The Warrants have
an exercise price per share equal to $0.10, and may be exercised on a cashless basis commencing six months after the closing of
the Cash Offering. The exercise price and the number of Ordinary Shares issuable upon exercise of the Warrants (the “
”) are subject to adjustment for stock dividends, stock splits, stock combinations, stock dividends and stock
reclassifications. A holder of a Warrant also will be have certain rights to participate in rights offerings and pro rata distributions
to the holders of the Ordinary Shares. If the Company completes certain fundamental transactions that entitle the Company’s
shareholders to receive stock, securities or assets with respect to or in exchange for their Ordinary Shares, then upon any subsequent
exercise of the Warrant, a holder of the Warrant will have the right to receive, in lieu of or in addition to, as the case may
be, the Ordinary Shares then issuable upon exercise of the Warrant, the stock, securities or assets that would have been receivable
if the Warrant had been exercised immediately before the fundamental transaction.
H.C. Wainwright &
Co., LLC (“
”) acted as the placement agent for the Cash Offering and the Private Placement.
The Company has agreed to pay H.C. Wainwright a cash fee in an amount equal to 8% of the aggregate proceeds of the Cash Offering
and to issue to H.C. Wainwright or its designees warrants (the “
Placement Agent Warrants
”) to purchase a number
of Ordinary Shares equal to 8% of the aggregate shares sold in the Cash Offering at an exercise price of $0.125 per share (such
shares, the “
Placement Agent Warrant Shares
”), in each case excluding sales to certain specified investors.
The Placement Agent Warrants will be immediately exercisable and will expire five years from the effective date of the Cash Offering.
The Company estimates that it will pay H.C. Wainwright an aggregate cash fee of $126,000 and will issue to H.C. Wainwright or
its designees Placement Agent Warrants to purchase an aggregate of 1,260,000 Ordinary Shares. In addition, the Company has agreed
to pay up to $40,000 of H.C. Wainwright’s expenses and $10,000 for the clearing expenses in connection with the
with execution of the Securities Purchase Agreement, the Company agreed to reduce the exercise price of certain warrants (the
”) held by one of the Investors, effective as of the closing of the Cash Offering. The
Outstanding Warrants consist of a warrant to purchase up to 2,000,000 Ordinary Shares at an exercise price of $1.55 per share
that expires in October 2021 and a warrant to purchase up to 800,000 Ordinary Shares at an exercise price of $3.75 per share that
expires in June 2023. The Company has agreed to amend each of the Outstanding Warrants to reduce the exercise price to $0.10.
The remaining terms of the Outstanding Warrants, including the expiration date, will continue in effect.
July 21, 2019, the Company also entered into subscription agreements (the “
”) with certain
of its suppliers (the “
”) for the sale in a registered direct offering of 25,068,250 Ordinary Shares
at a price of $0.10 per share (the “
”). Under the Subscription Agreements, the Suppliers agreed
to purchase all 25,068,250 of the Ordinary Shares offered in the Supplier Offering, with the purchase price to be paid through
the cancellation of trade payables due to them in an amount equal to the purchase price. The Subscription Agreements contain customary
representations and warranties and are subject to customary closing conditions.
Company anticipates that the Cash Offering, the Private Placement and the Supplier Offering will close on or about July 24,
2019, subject to satisfaction or waiver of customary closing conditions. After deducting the placement agent’s fees and
estimated expenses payable by the Company in connection with the offerings, the net cash proceeds to the Company are expected
to be approximately $1.36 million (which does not include the cancellation of approximately $2.5 million in trade
payables in the Supplier Offering).
of the Cash Offering and the Supplier Offering are being made pursuant to a prospectus supplement dated July 21, 2019 and an accompanying
base prospectus, which are part of the Company’s “shelf” Registration Statement on Form F-3 (File No. 333-232229),
declared effective by the Securities and Exchange Commission on July 1, 2019. The Warrants, the Placement Agent Warrants, the
Warrant Shares and the Placement Agent Warrant Shares are not being registered under the Securities Act of 1933, as amended (the
”) and are not being offered pursuant to the Registration Statement. The Warrants, the Placement
Agent Warrants, the Warrant Shares and the Placement Agent Warrant Shares are being offered pursuant to the exemption provided
in Section 4(a)(2) of the Securities Act and Rule 506(b) thereunder.
of the Warrant, Placement Agent Warrants, Securities Purchase Agreement and Subscription Agreement are attached to this Report
of Foreign Private Issuer on Form 6-K as Exhibit 4.1, 4.2, 10.1 and 10.2, respectively, and are incorporated herein by reference.
The foregoing description of the Warrant, Placement Agent Warrant, Securities Purchase Agreement and Subscription Agreement does
not purport to be complete and is qualified in its entirety by reference to such exhibits. A copy of the opinion of HWL Ebsworth
Lawyers relating to the legality of the issuance and sale of the securities in the Cash Offering and the Supplier Offering is
attached hereto as Exhibit 5.1.
form of Securities Purchase Agreement and the form of Subscription Agreement have been included to provide investors and security
holders with information regarding its terms. The form is not intended to provide any other factual information about the Company.
The representations, warranties and covenants contained in the form of Securities Purchase Agreement and the form of Subscription
Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to
the Securities Purchase Agreement and the Subscription Agreements, respectively, may have been made in some cases solely for the
allocation of risk between the parties and may be subject to limitations agreed upon by the contracting parties.
information contained in Item 1.01 of this Report of Foreign Private Issuer on Form 6-K shall be incorporated by reference in
the Company’s registration statements on Form F-3 (File Nos. 333-226192, 333-230757 and 333-232229) and the prospectuses
3.02. Unregistered Sales of Equity Securities.
information contained in Item 1.01 of this Report of Foreign Private Issuer on Form 6-K in relation to the Warrants, the Placement
Agent Warrants, the Warrant Shares and the Placement Agent Warrant Shares is incorporated herein by reference.
8.01. Other Events.
as Exhibit 99.1 to this report is a press release dated July 22, 2019, issued by the Company, announcing the Cash Offering, the
Private Placement and the Supplier Offering.
9.01. Financial Statements and Exhibits.
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.
July 23, 2019
NAKED BRAND GROUP LIMITED
/s/ Justin Davis-Rice