UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K/A
(Amendment No.
1)
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES
EXCHANGE ACT OF 1934
For
the month of: July 2020
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-___________.
Explanatory
Note
This
Amendment No. 1 amends and restates the Report of Foreign Private Issuer on Form 6-K originally filed on July 27, 2020 (the “Original
Form 6-K”) solely to include a statement regarding the net proceeds of the transaction completed on July 24, 2020 and previously
disclosed in the Original Form 6-K, and make certain other immaterial corrections. No other changes have been made to the Original
Form 6-K. This Amendment No. 1 does not update the Original Form 6-K to reflect events occurring after the date of the Original
Form 6-K.
Entry
Into a Material Definitive Agreement
The
information set forth under “Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant” is incorporated herein by reference.
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On
July 24, 2020, Naked Brand Group Limited (the “Company”) completed a private placement to an accredited investor
(the “Investor”) of a convertible promissory note (the “Note”) and a warrant (the “Purchase
Warrant”) to purchase ordinary shares, no par value, of the Company (“Ordinary Shares”), pursuant
to a Securities Purchase Agreement (the “SPA”) of even date. Under the SPA, the Company sold the Note and Purchase
Warrant to the Investor for a purchase price of US$8.0 million.
The
Note was issued with an original issue discount equal to 5% of the purchase price. In addition, the Company paid US$20,000 of
the Investor’s expenses, which amount was added to the principal balance of the Note. Accordingly, the Note had an original
principal balance of US$8.42 million. The Company also granted a financing rebate, resulting in net proceeds to the Company
of approximately US$7.2 million.
The
SPA
The
SPA includes certain customary representations, warranties, covenants and indemnification obligations of the Company. The Company
also granted the Investor, for any financing through the sale of equity securities, a right of first offer to complete the financing
on substantially the terms contained in the SPA and related agreements. The right of first offer expires under certain conditions
as set forth in the SPA, and does not apply to any financings through the sale of Ordinary Shares only, or to one financing of
up to $12 million, provided, in the latter case, that the securities are not registered for resale within six months and certain
other conditions are met.
The
Note
The
Note accrues interest at the following rate: (i) for a period of 90 days starting on its issuance date, 2.0% per annum, (ii) for
the next 90 days, 10.0% per annum and (iii) thereafter, 15.0% per annum. The Note matures on July 24, 2022, the second anniversary
of its issuance.
Conversion
The
Note is convertible at the election of the Investor into Ordinary Shares at a conversion price equal to the lower of (x) US$0.44,
and (y) 80% of the closing bid price of the Ordinary Shares on the trading day immediately prior to the earlier of (A) the date
the initial Registration Statement (as defined below) is declared effective and (B) October 30, 2020, but in any event
the conversion price will not be less than the floor price specified in the Note (the “Floor Price”).
In
addition, during the ten-day period following the earlier of the date the initial Registration Statement is declared effective
and October 30, 2020, the Company will have the right to require the Investor to convert the entire principal amount of
the Note in excess of $2,100,000, and all accrued interest on the Note, into Ordinary Shares. To the extent the Investor would
beneficially own more than 9.9% of the Company’s outstanding Ordinary Shares after a conversion required by the Company,
the Company may issue to the Investor “pre-funded” Warrants (the “Pre-Funded Warrants”) in lieu
of such shares, or alternatively may extend the period during which it can require conversion.
Conversion
Limitations
The
Note may not be converted to the extent the Investor or any of its affiliates would beneficially own more than 9.9% of the Company’s
outstanding Ordinary Shares (the “Maximum Percentage”) after giving effect to such conversion.
Events
of Default
The
Note includes certain customary events of default. Upon the occurrence of an event of default, the Investor may require the Company
to redeem the Note, in whole or in part, at price equal to 110% of the amount to be redeemed. In addition, during the continuance
of an event of default, the interest rate will be increased to 20.0% per annum.
Covenants
The
Company is subject to certain customary affirmative and negative covenants under the Note regarding repayment of other indebtedness,
payment of cash dividends, distributions or redemptions, transfer of assets and modification of the maturity of other indebtedness,
among other matters.
Subordination
The
Note is subordinated to the Company’s existing senior secured credit facility with the Bank of New Zealand, pursuant to
a Deed of Subordination between the Company, the Investor and Bank of New Zealand (the “Deed of Subordination”).
The
Warrants
The
Purchase Warrant entitles the Investor to purchase up to 19,136,364 Ordinary Shares at an exercise price of US$0.6707 per share.
The Pre-Funded Warrants, if issued, will have an exercise price of US$0.0001 per share. The Purchase Warrant and any Pre-Funded
Warrants will expire on July 24, 2025.
Cashless
Exercise
If
the exercise price of the Purchase Warrants is higher than the last closing bid price of the Ordinary Shares, at any time starting
on the earlier of 15 days after the effective date of the initial Registration Statement and January 24, 2021, the Purchase
Warrants may be exercised on a cashless basis for a number of shares equal to the Black-Scholes value per share underlying the
Purchase Warrant, multiplied by the number of shares as to which the Warrant is being exercised, divided by the closing bid price
as of two business days prior to the exercise date (the “Market Price”), but in any event not less than the
Floor Price. For this purpose, the Black-Scholes value per share underlying the Warrants is a fixed value as set forth in the
Purchase Warrants.
If
the last closing bid price of the Ordinary Shares is higher than the exercise price of the Purchase Warrants or the Pre-Funded
Warrants, at any time after January 24, 2021 when there is no effective registration statement registering, or no current
prospectus available for, the resale of the underlying shares, the Purchase Warrants and the Pre-Funded Warrants may be exercised
on a cashless basis for a number of shares equal to the difference between the Market Price and the exercise price, divided by
the Market Price, multiplied by the number of shares as to which the Warrant is being exercised.
Exercise
Limitations
None
of the Warrants may be exercised to the extent the holder or any of its affiliates would beneficially own more than the Maximum
Percentage after giving effect to such exercise.
Adjustments
and Other Rights Under the Note and Warrants
The
conversion price of the Note and the exercise price and number of shares covered by the Warrants are subject to adjustment for
stock splits, stock combinations and certain other transactions affecting the share capital as a whole.
The
holders of the Note and the Warrants also will have certain rights to participate in any dividend or other distribution of its
assets (or rights to acquire its assets) to holders of Ordinary Shares, by way of return of capital or otherwise, and to acquire
any options, convertible securities or rights to purchase stock, warrants, securities or other property granted, issued or sold
pro rata to the record holders of the Ordinary Shares.
The
Company will not enter into a Fundamental Transaction (as defined in the Note and the Warrants) unless the Company’s successor
entity assumes all the obligations under the Note and the Purchase Warrants, and the shares of capital stock of the Company’s
successor entity are listed or quoted on a qualified market. Notwithstanding the foregoing, upon conversion of the Note or exercise
of the Warrants following a Fundamental Transaction, the holders of the Note and the Purchase Warrants may instead elect to receive,
and the holders of the Pre-Funded Warrants will receive, the same consideration that was payable to the holders of the Ordinary
Shares in the Fundamental Transaction. In addition, in connection with a Fundamental Transaction, the holder of the Purchase Warrant
will have the right to require the Company (or any successor) to purchase the Purchase Warrant at a price in cash equal
to the Black-Scholes value. For this purpose, the Black-Scholes value is calculated using an underlying price per share equal
to the market value per share or the value of the consideration paid in the Fundamental Transaction, each as determined in accordance
with the Purchase Warrant; a strike price equal to the exercise price; a risk-free interest rate corresponding to the U.S.
Treasury rate for the period specified in the Purchase Warrant; and an expected volatility equal to the greater of 135%
and the 100 day volatility determined in accordance with the Purchase Warrant.
The
RRA
In
connection with the closing of the private placement, the Company entered into a registration rights agreement (the “RRA”)
with the Investor. Pursuant to the RRA, the Company must register for resale the Ordinary Shares issuable pursuant to the Note
and the Warrants, on a registration statement (the “Registration Statement”) filed with the Securities and
Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”).
The Company also granted the Investor customary “piggyback” registration rights.
Pursuant
to the RRA, the Company must file the Registration Statement within 15 days of the closing and must obtain effectiveness of the
Registration Statement within 60 days of the closing. If the Company does not file the Registration Statement or obtain effectiveness
of the Registration Statement by such dates, or if on any day sales of the Ordinary Shares underlying the Note and the Warrants
cannot be made pursuant to the Registration Statement (subject to certain grace periods and limitations), or if the Registration
Statement is not available or does not cover all of the shares, and the Company fails to file reports with the SEC such that current
public information is not available in compliance with Rule 144 under the Securities Act, then the Company generally will be required
to pay the Investor an amount equal to 2% of the purchase price for the securities affected by such failure upon such failure
and on each 30 day anniversary thereof until the failure is cured. No such payments will be due for any period when the Ordinary
Shares may be sold pursuant to Rule 144. In addition, except in the case where there is no Registration Statement available and
no current public information available in accordance with Rule 144 under the Securities Act, the Company will be required to
make no more than 12 such payments.
The
Company agreed to indemnify the Investor against certain liabilities, including certain liabilities under the Securities Act,
in accordance with the RRA (or, if such indemnification is not available, the Investor will be entitled to contribution). The
Investor agreed to indemnify the Company against certain liabilities, including certain liabilities under the Securities Act,
that may arise from any written information furnished to the Company by the Investor specifically for use in the Registration
Statement, in accordance with the RRA (or, if such indemnification is not available, the Company will be entitled to contribution).
Unregistered
Sales of Equity Securities
The
information set forth under “Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant” is incorporated herein by reference. The Note, the Warrants and the Ordinary Shares issuable upon conversion
of the Note or exercise of the Warrants were offered and sold, or are being offered and sold, in a private placement to accredited
investors pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act and Rule 506 of Regulation
D thereunder.
Additional
Information
As
previously disclosed, the Company sold Convertible Promissory Notes to the Investor and an affiliate of the Investor (together,
the “Affiliated Holders”), on October 4, 2019, November 12, 2019, December 19, 2019, January 9, 2020, February
11, 2020 and April 15, 2020 (the “Prior Notes”). Also as previously disclosed, on April 9, 2020 and June 10,
2020, the Company entered into amendments with the Affiliated Holders, which amended the Prior Notes issued on October 4, 2019,
November 12, 2019, December 19, 2019 and January 9, 2020 (the “Amended Notes”). The amendments gave the Affiliated
Holders the ability, subject to the Company’s approval, to convert the outstanding balance of the Amended Notes into the
Ordinary Shares at a conversion price per share that is equal to (i) a percentage of not less than 75%, multiplied by (ii) the
lowest daily volume weighted average price of the Ordinary Shares in the preceding 20 trading days, but in any event not less
than the floor price specified in the amendments. Pursuant to the amendments, and pursuant to prior temporary reductions in the
conversion price, as of July 24, 2020, the Affiliated Holder had converted the entire outstanding balance of the Prior Notes issued
in October, November and December 2019 and US$2,000,000 of the outstanding balance of the Prior Note issued in January 2020 (or
an aggregate outstanding balance of approximately US$12,900,000) into approximately 30,588,000 Ordinary Shares. As of July 24,
2020, the aggregate remaining outstanding balance of the Prior Notes was approximately US$8,875,000.
Copies
of the SPA, the Note, the Purchase Warrant, the Pre-Funded Warrant, the RRA and the Deed of Subordination are attached
to this Report of Foreign Private Issuer on Form 6-K as Exhibit 10.1, 4.1, 4.2, 4.3, 10.2 and 10.3, respectively, and are incorporated
herein by reference. The foregoing description of such documents does not purport to be complete and is qualified in its entirety
by reference to such exhibits.
The
copies of the SPA, the Note, the Purchase Warrant, the Pre-Funded Warrant, the RRA and the Deed of Subordination have been
included to provide investors and security holders with information regarding its terms. The copies are not intended to provide
any other factual information about the Company. The representations, warranties and covenants contained in the agreements were
made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the agreements,
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 parties.
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.
Financial
Statements and Exhibits.
Exhibit
No.
|
|
Description
|
|
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4.1
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Convertible Promissory Note issued as of July 24, 2020.*
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4.2
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Purchase Warrant issued as of July 24, 2020.*
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4.3
|
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Form of Pre-Funded Warrant.*
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10.1
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Securities Purchase Agreement, dated as of July 24, 2020, by and between Naked Brand Group Limited and the investors listed on the Buyer Schedules attached thereto.*
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10.2
|
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Registration Rights Agreement, dated as of July 24, 2020, by and between Naked Brand Group Limited and the undersigned buyers.*
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10.3
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Deed of Subordination, dated as of July 24, 2020, by and among Naked Brand Group Limited, Bank of New Zealand and Iliad Research and Trading, L.P.*
|
* Previously
filed.
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:
August 10, 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:
|
Justin
Davis-Rice
|
|
Title:
|
Executive
Chairman
|
Cenntro Electric (NASDAQ:NAKD)
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