Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
October 06 2020 - 4:15PM
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: October 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-___________.
Other
Events
On
October 6, 2020, Naked Brand Group Limited (the “Company”) issued a press release announcing that it had received
a letter from the Listing Qualifications Department of The Nasdaq Capital Market (“Nasdaq”) notifying the Company
that it has regained compliance with minimum stockholder’s equity requirement for continued listing on the Nasdaq Capital
Market under Nasdaq Listing Rule 5550(b). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
The
Company remains out of compliance with the requirement to have a minimum bid price of at least US$1.00 per share for continued
listing under Nasdaq Listing Rule 5550(a)(2). The Company initially has until November 23, 2020 to regain compliance with the
minimum bid price requirement. In the event the Company does not regain compliance by such date, the Company may be eligible for
an additional 180 calendar days.
The
information contained in this Form 6-K, including the exhibits hereto, and in the two Reports of Foreign Private Issuers on Form
6-K filed by the Company on October 5, 2020, which are incorporated herein by reference, shall be incorporated by reference in
the Company’s registration statements on Form F-3 (File Nos. 333-226192, 333- 230757, 333-232229, 333-235801 and 333-243751)
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:
October 6, 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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