PROSPECTUS
SUMMARY
This
summary highlights key information contained elsewhere in this prospectus and in the documents incorporated in this prospectus
by reference, including our Annual Report on Form 20-F for the fiscal year ended January 31, 2020 (the “Annual Report”),
and is qualified in its entirety by the more detailed information herein and therein. This summary may not contain all of the
information that is important to you. You should read the entire prospectus and the documents incorporated by reference
in this prospectus, including the information in “Risk Factors” and our financial statements and the related notes
thereto, before making an investment decision.
Unless
otherwise stated in this prospectus,
|
●
|
“Bendon”
refers to Bendon Limited, one of our operating subsidiaries;
|
|
|
|
|
●
|
“FOH”
refers to FOH Online Corp., one of our operating subsidiaries;
|
|
|
|
|
●
|
“Ordinary
Shares” refers to our ordinary shares, no par value;
|
|
|
|
|
●
|
“Selling
Shareholders” refers to the persons listed in the table set forth in the section “Selling Shareholders,”
and the pledgees, donees, permitted transferees, assignees, successors, and others who later come to hold any of the Selling
Shareholders’ interests in the Ordinary Shares offered hereby other than through a public sale; and
|
|
|
|
|
●
|
“we,”
“us,” “our,” or “our company,” refers to Naked Brand Group Limited, our subsidiaries,
and our predecessor operations.
|
Unless
otherwise stated in this prospectus, references to dollar amounts mean United States Dollars. On December 20, 2019, we completed
a reverse stock split of our Ordinary Shares, pursuant to which every 100 Ordinary Shares outstanding as of the effective time
of the reverse stock split were combined into one Ordinary Share. All share and per share information in this prospectus is presented
on post-reverse split basis.
Overview
We
operate in the highly competitive specialty retail business. We are a designer, distributor, wholesaler, and retailer of women’s
and men’s intimate apparel, as well as women’s swimwear. Our merchandise is sold through company-owned retail stores
in Australia and New Zealand; through online channels in Australia, New Zealand and the U.S.; and through wholesale partners in
Australia and New Zealand and, on a more limited basis, through wholesale partners and distributors in the United Kingdom and
the European Union (collectively, the “E.U.”).
We
previously sold our merchandise through wholesale partners in the U.S., as well. However, in order to improve our profitability,
we have exited the U.S. wholesale market, although we continue to sell in the U.S. through online channels. We also substantially
reduced the size of our operations in the E.U. wholesale market.
Our
Brands
Bendon
Our
brands include our flagship Bendon brand, as well as our Bendon Man, Davenport, Fayreform, Lovable, Pleasure State, VaVoom, Evollove,
and Hickory brands. We sell products under these brands at 60 Bendon stores in Australia and New Zealand and online at www.bendonlingerie.com.
Additionally, we sell products under these brands in approximately 325 wholesale stores in Australia, New Zealand and the E.U.,
and through distributors in the E.U.
Frederick’s
of Hollywood
Since
1946, Frederick’s of Hollywood has set the standard for innovative apparel, introducing the push-up bra and the padded bra
to the U.S. market. The brand’s rich history has led it to become one of the most recognized in the world. Through FOH,
we are the exclusive licensee of the Frederick’s of Hollywood online license for the U.S., Australia and New Zealand, under
which we sell Frederick’s of Hollywood intimates products, sleepwear and loungewear products, swimwear and swimwear accessories
products, and costume products. We sell our Frederick’s of Hollywood products online at www.fredericks.com.
Former
Brands
We
previously sold products under the Stella McCartney, Heidi Klum and Naked brands. Our license to the Stella McCartney brand terminated
on June 30, 2018. On January 31, 2020, we entered into a termination agreement with Heidi Klum and Heidi Klum Company, LLC, which
provides for the termination of the license agreement between the parties. On January 28, 2020, we sold all of our right, title
and interest in the Naked brands to Gogogo SRL. We may continue selling existing Heidi Klum branded products, as well as Heidi
Klum branded products manufactured on or prior to June 30, 2020 under existing contracts. The right to continue selling such products
will continue until six months after the date of the termination agreement in the Northern Hemisphere and until 12 months after
the date of the termination agreement in the Southern Hemisphere. We also may continue selling any inventory bearing the Naked
brand that was in existence as of the closing.
Our
Strengths
We
believe the following competitive strengths contribute to our leading market position and differentiate us from our competition:
Distinct,
Well-Recognized Brands
Our
iconic brands, including Bendon, Pleasure State, Fayreform and Frederick’s of Hollywood, have come to represent a unique
lifestyle across its targeted customers. Our brands allow us to target markets across the economic spectrum, across demographics
and across the world. We believe our flagship brands and prominent, highly recognized creative directors provide us with a competitive
advantage.
In-Store
Experience and Store Operations
We
view our customers’ in-store experience as an important vehicle for communicating the image of each brand. We utilize visual
presentation of merchandise, in-store marketing and our sales associates to reinforce the image represented by the brands. Our
in-store marketing is designed to convey the principal elements and personality of each brand. The store design, furniture, fixtures
and music are all carefully planned and coordinated to create a unique shopping experience. Every brand displays merchandise uniformly
to ensure a consistent store experience, regardless of location. Store managers receive detailed plans designating fixture and
merchandise placement to ensure coordinated execution of the company-wide merchandising strategy. Our sales associates and managers
are a central element in creating the atmosphere of the stores by providing a high level of customer service.
Product
Development, Sourcing and Logistics
We
believe a large part of our success comes from frequent and innovative product launches, as well as launches of new collections
from our existing brands. Our merchant, design and sourcing teams have a long history of bringing innovative products to our customers.
Our key vendor partners are industry leaders in both innovation and social responsibility. We work closely together to form a
world class supply chain that is dynamic and efficient.
Highly
Experienced Leadership Team
Our
management team is led by Justin Davis-Rice, Executive Chairman, who joined Bendon in 2011 and is responsible for leading our
revenue growth. Prior to joining Bendon, Mr. Davis-Rice co-founded Pleasure State. Anna Johnson, Chief Executive Officer, brings
to us a track record of over 25 years’ experience driving growth across a number of industries, including consumer electronics,
outdoor adventure and intimate apparel. The rest of our senior management team has a wealth of retail and business experience
at The Warehouse Group, Cotton On Group and Hewlett Packard. We have developed a strong and collaborative culture aligned around
our goals to create the most beautiful, innovative lingerie that is designed to enhance comfort and fit for women all over the
world.
Recent
Developments
COVID-19
As
of the time of this prospectus supplement, the impacts of the COVID-19 pandemic have been broad reaching, including impacts to
our retail and wholesale businesses. We temporarily closed our bricks and mortar stores for eight weeks across March to May 2020.
In addition, due to a state of emergency being declared, the Australian stores in the state of Victoria have been closed temporarily
from August 3, 2020 and the Auckland stores in New Zealand are trading again after being closed for two weeks. However, we have
been able to continue to sell merchandise through our two online stores and fulfil online orders from the New Zealand and U.S.
warehouses.
To
mitigate the significant impact on cashflow we worked with suppliers to get support with delayed payments and reached agreements
with certain key suppliers to push back payments. In addition, we continue to negotiate support from landlords to provide rent
abatements through the period of closure and until revenue levels return to previous levels. Employees agreed to work reduced
hours and we have applied for government wage subsidies from the New Zealand and Australian governments. At the date of this prospectus
supplement, we have received NZ$2.0 million in subsidies from the New Zealand government and AU$0.7 million in subsidies from
the Australian government. We have also been in discussion with the Bank of New Zealand (“BNZ”) to defer loan repayments
(see “Senior Secured Credit Facility” below). We are investigating other government funding packages for which we
may be eligible. The impact of COVID-19 in Asia delayed stock flow due to temporary factory closures. We are working with suppliers
who are now back operating to prioritize and reschedule orders and inventory flow has resumed.
The
full impact of the COVID-19 pandemic continues to evolve, and, as such, it is uncertain as to the full magnitude that the pandemic
will have on our financial condition, liquidity, and future results of operations. Management and the directors are monitoring
the situation on a daily basis and forward planning to minimize the total impact to the group.
For
more information, see Item 5 of our Annual Report.
Senior
Secured Credit Facility
Effective
March 12, 2020, we entered into a Deed of Amendment and Restatement (the “Restated Facility Agreement”) that amended
and restated that certain Facility Agreement, originally dated June 27, 2016, as amended from time to time, by and among Bendon,
as borrower, us and certain subsidiaries and affiliates of ours, as guarantors, and BNZ, as lender. Under the Restated Facility
Agreement, BNZ will continue to make available (i) a revolving credit facility (the “Revolving Facility”), for which
the facility limit, as amended, currently is NZ$16.5 million, and (ii) an instrument facility (the “Instrument Facility”),
for which the facility limit is NZ$1.345 million. The Revolving Facility has an outstanding principal balance of NZ$16.5 million
as of the date of this prospectus. We will reduce our indebtedness under the Restated Facility Agreement by an aggregate of NZ$7
million in periodic installments through November 30, 2021, which will also reduce the facility limit under the Revolving Facility.
The facilities terminate on March 12, 2022. As at January 31, 2020, we were compliant under the facility covenants then in effect.
However, we have not been compliant with the financial covenants under the Restated Facility Agreement, due to the impact of COVID-19,
and we are currently in negotiations with BNZ to revise these temporarily. For more information, see Item 5.B of our Annual Report.
ATM
We are party to an equity distribution agreement (the “Sales
Agreement”) with Maxim Group LLC (“Maxim”), dated as of August 20, 2020 and amended as of September 25, 2020,
pursuant to which we may sell, from time to time, through Maxim, Ordinary Shares having an aggregate offering price of up to US$18,500,000.
Sales of the Shares, if any, will be made by any method permitted that is deemed an “at the market offering” as defined
in Rule 415 under the Securities Act. Pursuant to the Sales Agreement, through October 12, 2020, we have sold an aggregate of 133,087,150
Ordinary Shares for gross proceeds of US$17,335,810 (NZ$26,266,379) and net proceeds of US$16,815,736 (NZ$25,478,387), after payment
to Maxim of an aggregate of US$520,074 (NZ$787,991) in commissions.
Convertible
Promissory Notes
Notes
Issued in October, November, and December 2019 and January, February, and April 2020
In
each of October, November and December 2019 and January, February, and April 2020, we completed a private placement of a convertible
promissory note (each, a “Prior Note”) and a warrant to purchase Ordinary Shares to either St. George Investments
LLC or Iliad Research and Trading L.P., which are affiliates of one another (together, the “Affiliated Holders”).
Each private placement of a Note was made pursuant to a Securities Purchase Agreement with the applicable Affiliated Holder. The
aggregate purchase price of the Notes was US$15,500,000 (NZ$23,485,000). Each of the Notes was issued with an original issue discount
of 5%, and certain expenses of the Affiliated Holder were added to the balance of each Note. In addition, the applicable Affiliated
Holder had the right to exchange each warrant for a 5% increase in the outstanding balance of the related Note, a right the Affiliated
Holder exercised in each case. Because we did not timely complete an equity financing as required by each of the Notes and did
not timely file a registration statement as required by the Notes issued in February and April 2020, the outstanding balance of
each applicable Note was increased by 10% for each such occurrence.
Each
of the Notes issued in October, November and December 2019 and January 2020 had an initial fixed conversion price of US$5.00 per
share (in the case of the October 2019 note) or US$4.00 per share (in the case of the other notes). Pursuant to amendments in
January 2020, on three occasions, we temporarily reduced the conversion price of the Note issued in December 2019. Furthermore,
pursuant to amendments in April and June 2020, we modified the Notes issued in October, November and December 2019 and January
2020 so that they could be converted at a floating conversion price, provided we approved each such conversion. Subject to our
approval, the holders of such Notes could convert the outstanding balance of the notes into Ordinary Shares at a conversion price
per share that was 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 a specified floor price. As of October
12, 2020, the entire outstanding balance of the Notes issued in October, November and December 2019 and January 2020, or approximately
US$15,000,000 (NZ$22,700,000), had been converted into 35,746,486 Ordinary Shares.
In
August 2020, we entered into a similar amendment with respect the Note issued in February 2020, so that it also may be converted
at a floating conversion price, provided we approve each such conversion, on the same terms as described above. The Note issued
in April 2020 remains convertible only at its initial fixed conversion price. As of October 12, 2020, US$350,000 (NZ$530,000)
of the Note issued in February 2020 had been converted into 1,875,670 Ordinary Shares.
Each
of the remaining Notes issued in February and April 2020 bears interest at 20% per annum, compounded daily, and matures two years
after its issuance. As of October 12, 2020, the aggregate outstanding principal balance of the remaining Notes was approximately
US$6,478,000 (NZ$9,815,000).
Note
and Purchase Warrant Issued in July 2020
In
July 2020, we completed a private placement of a convertible promissory note (the “July Note”) and a warrant to purchase
Ordinary Shares (the “July Purchase Warrant”) to one of the Affiliated Holders, Iliad Research Trading L.P., pursuant
to a Securities Purchase Agreement, for an aggregate purchase price of US$8,000,000 (NZ$12,100,000). The July Note was issued
with an original issue discount of 5%, and certain expenses of the Affiliated Holder were added to the balance of the July Note,
for an original principal balance of US$8,420,000. We also granted a financing rebate to the Affiliated Holder, resulting in net
proceeds to us of approximately US$7,200,000 (NZ$10,900,000) from the sale of the July Note. The July 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 July Note matures on the second anniversary of its issuance.
The
July Note is convertible at the election of the Affiliated Holder into Ordinary Shares at a conversion price equal to the lower
of US$0.2424 (80% of the closing bid price of the Ordinary Shares on the trading day immediately prior to August 24, 2020, the
date the resale registration statement for the Ordinary Shares underlying the July Note was declared effective). In addition,
during the ten-day period following August 24, 2020, we had the right to require the Affiliated Holder to convert the entire principal
amount of the July Note in excess of US$2,100,000, and all accrued interest on the July Note, into Ordinary Shares. Between August
25 and September 2, 2020, the Affiliated Holder exercised its right to convert US$1,780,960 in principal amount of the July Note,
resulting in the issuance of 7,347,195 Ordinary Shares. On September 3, 2020, we exercised our right in full to require conversion
of the July Note. To the extent the Affiliated Holder would have beneficially owned more than 9.9% of our outstanding Ordinary
Shares after such required conversion, we issued to the Affiliated Holder “pre-funded” warrants (the “July Pre-Funded
Warrants”) in lieu of such shares. As a result, we issued 3,316,521 Ordinary Shares and a July Pre-Funded Warrant to purchase
15,492,344 Ordinary Shares to the Affiliated Holder on September 3, 2020. As of October 12, 2020, the Affiliated Holder had exercised
the July Pre-Funded Warrant in full. As of such date, the outstanding balance of the July Note was approximately US$2,105,000
(NZ$3,189,000).
The
July Purchase Warrant entitles the Affiliated Holder to purchase Ordinary Shares at an exercise price of US$0.6707 per share.
In addition, if the exercise price of the July Purchase Warrants is higher than the last closing bid price of the Ordinary Shares,
the July Purchase Warrants may be exercised on a cashless basis for a number of shares equal to the Black-Scholes value per share
underlying the July Purchase Warrant, multiplied by the number of shares as to which the July Purchase Warrant is being exercised,
divided by the closing bid price as of two business days prior to the exercise date, but in any event not less than the floor
price specified in the July Purchase Warrant. For this purpose, the Black-Scholes value per share underlying the July Purchase
Warrant is a fixed value as set forth in the July Purchase Warrant. The July Purchase Warrant expires on July 24, 2025. As of
October 12, 2020, the July Purchase Warrant had been exercised as to 7,251,581 Ordinary Shares on a cashless exercise basis using
the Black-Scholes value, resulting in the issuance of 31,253,032 Ordinary Shares, and 11,884,783 Ordinary Shares remain subject
to the July Purchase Warrant.
Nasdaq
Noncompliance
On
March 11, 2020, we received a notice from the Nasdaq Listing Qualifications Department stating that, for the previous 30 consecutive
business days, the closing bid price for the Ordinary Shares had been below the minimum of US$1.00 per share required for continued
listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). The notification letter stated that we would be afforded
180 calendar days to regain compliance with the minimum bid price requirement. In addition, Nasdaq has tolled the compliance period
from April 16, 2020 through June 30, 2020, due to the impact of COVID-19. Accordingly, we have until November 23, 2020 to regain
compliance with the minimum bid price requirement. In order to regain compliance, the closing bid price for the Ordinary Shares
must be at least US$1.00 per share for a minimum of ten consecutive business days. The notification letter also stated that in
the event we do not regain compliance within the initial 180-day period, we may be eligible for an additional 180 calendar days.
The
Nasdaq notifications have no effect at this time on the listing of the Ordinary Shares, and the Ordinary Shares continue to trade
under the symbol “NAKD.”
Background
of the Offering
On
October 5, 2020, we entered into a Settlement Agreement with each of (i) Timothy D. Connell and (ii) William Gibson and Ivory
Castle Limited (collectively, the “Lenders”). The Lenders had alleged that specific repayment terms of loans made
by them were not met as promised and sought repayment of the loans. Pursuant to the Settlement Agreements, the Lenders agreed
to settle the dispute in consideration for our issuance to them of Bendon Conversion Shares with an aggregate value of US$3,789,654.
The Bendon Conversion Shares are convertible into our Ordinary Shares at a conversion price equal to the closing market price
of our Ordinary Shares on the trading day immediately preceding the date that the Lenders or Bendon, as applicable, delivers a
notice of conversion, subject to a floor of $0.05 per share (which minimum amount is subject to adjustment for any share dividend,
subdivision, or combination of share capital or any similar transaction), provided that Nasdaq has completed its review of the
offering and not raised any objection thereto. We are registering for resale pursuant to this prospectus the Ordinary Shares issuable
upon conversion of the Bendon Conversion Shares. See “The Private Placement” below.
Corporate
Information
Our
principal office is located at 8 Airpark Drive, Airport Oaks, Auckland 2022, New, Zealand, and our telephone number is +64 9 275
0000. Our registered office is located at 1/23 Court Road, Double Bay, New South Wales 2028, Australia. Our agent for service
of process in the United States is Graubard Miller, our U.S. counsel, located at The Chrysler Building, 405 Lexington Avenue,
New York, New York 10174. Our corporate website is located at www.nakedbrands.com. The information on our website shall not be
deemed part of this prospectus.
Emerging
Growth Company
We
are an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”).
As an emerging growth company, we are eligible, and have elected, to take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not
limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of
2002 and reduced disclosure obligations regarding executive compensation (to the extent applicable to a foreign private issuer).
We
could remain an emerging growth company until the last day of our fiscal year following the fifth anniversary of the consummation
of our initial public offering. However, if our annual gross revenue is US$1.07 billion or more, or our non-convertible debt issued
within a three year period exceeds US$1 billion, or the market value of our Ordinary Shares that are held by non-affiliates exceeds
US$700 million on the last day of the second fiscal quarter of any given fiscal year, we would cease to be an emerging growth
company as of the last day of that fiscal year.
Foreign
Private Issuer
We
are a “foreign private issuer” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). As a foreign private issuer under the Exchange Act, we are exempt from certain rules under the Exchange Act, including
the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations. Moreover, we are not required
to file periodic reports and financial statements with Securities and Exchange Commission (the “SEC”) as frequently
or as promptly as domestic U.S. companies with securities registered under the Exchange Act, and we are not required to comply
with Regulation FD, which imposes certain restrictions on the selective disclosure of material information. In addition, our officers,
directors, and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions
of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our Ordinary
Shares.
The
Nasdaq Listing Rules allow foreign private issuers, such as us, to follow home country corporate governance practices (in our
case Australian) in lieu of the otherwise applicable Nasdaq corporate governance requirements. In accordance with this exception,
we follow Australian corporate governance practices in lieu of certain of the Nasdaq corporate governance standards, as more fully
described in our Annual Report on Form 20-F for the fiscal year ended January 31, 2020, as amended, which is incorporated herein
by reference. See “Where You Can Find Additional Information” on page 22.
Risks
Affecting Our Company
In
evaluating an investment in our securities, you should carefully read this prospectus and especially consider the factors incorporated
by reference in the section titled “Risk Factors” commencing on page 9.
THE
OFFERING
Ordinary
Shares being offered by the Selling Shareholders
|
|
47,370,675
shares(1)
|
|
|
|
Ordinary
Shares outstanding
|
|
158,751,906
shares(2)
|
|
|
|
Listing
of Ordinary Shares and trading symbols
|
|
Our
Ordinary Shares trade on the Nasdaq Capital Market under the symbol “NAKD”.
|
|
|
|
Plan
of distribution
|
|
The
Ordinary Shares covered by this prospectus may be sold by the Selling Shareholders in the manner described under the section
entitled “Plan of Distribution.”
|
|
|
|
Use
of proceeds
|
|
We
will not receive any proceeds from the sale of the securities by the Selling Shareholders under this prospectus.
|
|
|
|
Risk
factors
|
|
See
the section titled “Risk Factors” and the other information included in this prospectus for a discussion
of risk factors you should carefully consider before deciding to invest in our securities.
|
(1)
|
This
amount equals 150% of the number of shares issuable upon conversion of Bendon Conversion Shares (based on a closing sale price
of the Ordinary Shares of $0.12 on October 6, 2020), which represents a good faith estimate of the maximum number of Ordinary
Shares underlying such securities. The number of Ordinary Shares actually issued upon conversion of the Bendon Conversion
Shares may be substantially more or less than this amount as described elsewhere in this prospectus.
|
|
|
(2)
|
Based
on the number of shares issued and outstanding as of as of October 12, 2020. The number of Ordinary Shares issued and outstanding
excludes 75,250,000 shares that have been sold under the Sales Agreement but not yet issued through October 12, 2020,
excludes the shares underlying the Bendon Conversion Shares and excludes the following:
|
|
●
|
approximately
8,683,000 Ordinary Shares estimated to be issuable upon conversion of the July Note (assuming that the balance of the note
and all accrued interest thereon as of October 12, 2020 was converted in full at the current conversion price) and 11,884,783
Ordinary Shares underlying the July Purchase Warrant. However, the actual number of shares issuable upon exercise of the July
Purchase Warrant may be substantially more than the foregoing amount, depending, among other things, on whether the July Purchase
Warrant is exercised through a Black-Scholes cashless exercise. In such event, the number of shares issuable upon exercise
of the July Purchase Warrant would depend on the market price of the Ordinary Shares at the time of exercise. We cannot predict
the market price of our Ordinary Shares at any future date, and therefore, we are unable to accurately forecast or predict
the total amount of shares that ultimately may be issued;
|
|
|
|
|
●
|
approximately
1,620,000 Ordinary Shares estimated to be issuable upon the conversion of the Prior Notes issued in February and April 2020
(assuming that the balance of each such note as of October 12, 2020 was converted in full at the fixed conversion price provided
in each such note). However, the actual number of shares issuable upon conversion of such notes may be substantially more
than the foregoing amount, because the Prior Note issued in February 2020 may be converted at a floating conversion price
based on the current market price of our Ordinary Shares, provided we approve such conversion. Subject to our approval, the
holder of such note may convert the outstanding balance of such note into the Ordinary Shares at a floating 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 a specified floor price. Based
on the outstanding balance of approximately US$4,249,000 as of October 12, 2020, and an assumed floating conversion price
of US$0.15 (which is the floor price), the Prior Note issued in February 2020 would be convertible into approximately 28,323,000
Ordinary Shares. We cannot predict the market price of our Ordinary Shares at any future date, and therefore, we are unable
to accurately forecast or predict the total amount of shares that ultimately may be issued under the Note issued in February
2020; and
|
|
|
|
|
●
|
592,900
Ordinary Shares underlying our outstanding warrants (other than the July Purchase Warrant).
|
RISK
FACTORS
An
investment in our securities involves a high degree of risk. Before investing in our Ordinary Shares, you should carefully consider
the risk factors set forth below and those described under “Risk Factors” in the documents incorporated by reference
herein, including in our most recent Annual Report on Form 20-F filed with the SEC, together with the other information included
in this prospectus and incorporated by reference herein from our filings with the SEC. If any of such risks or uncertainties occurs,
our business, financial condition, and operating results could be materially and adversely affected. Additional risks and uncertainties
not currently known to us or that we currently deem immaterial also may materially and adversely affect our business operations.
As a result, the trading price of our Ordinary Shares could decline and you could lose all or a part of your investment.
Risks
Relating to Our Business
Our
business, results of operations, and financial condition may be impacted by the recent coronavirus (COVID-19) outbreak.
Our
business has been and may continue to be adversely affected by a widespread outbreak of contagious disease, including the recent
COVID-19 pandemic, resulting in business closures and a limit on consumer and employee travel across the globe. Any outbreak of
contagious diseases, or other adverse public health developments, could have a material and adverse effect on our business operations.
These could include disruptions or restrictions on our ability to travel, reduced traffic in our stores and the stores of our
wholesale customers, temporary closures of our stores and/or office buildings or the facilities of our wholesale customers or
suppliers. We may also see disruptions or delays in shipments and negative impacts to pricing of certain components of our products.
Further, any disruption of our customers or suppliers would likely impact our sales and operating results. In addition, a significant
outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect
the economies and financial markets of many countries, resulting in an economic downturn that could affect demand for our products
and likely impact our operating results. The resulting economic downturn can also negatively impact our share price.
As
of the time of this filing, the impacts of the COVID-19 pandemic have been broad reaching, including impacts to our retail and
wholesale businesses. The pandemic has had an impact on our business globally, with significant temporary store closures. The
COVID-19 pandemic is also impacting the Asia region where we source most of our inventory. Temporary factory closures and the
pace of workers returning to work has impacted our suppliers’ ability to source certain raw materials and to produce and
fulfill finished goods orders in a timely manner. As of the date of this filing, we have also experienced impacts on deliveries,
driven primarily by factory labor shortages and port congestion. However, the ability of our distribution and logistics providers
to operate may be further impacted depending on the continued severity and duration of the pandemic and may have a significant
impact on the cost and timing of receipts for future seasons. The occurrence of any of these events could further negatively impact
our future consolidated financial position, results of operations and cash flows. There could be a prolonged impact on our business
due to slow economic recovery or changes in consumer behavior. If we experience a sustained decrease in consumer demand related
to the COVID-19 pandemic, it may exacerbate our need for additional financing. There is no guarantee that we will be able to obtain
such additional financing, on acceptable terms or at all. The results for the full fiscal 2021 could also be impacted in ways
we are not able to predict today, including, but not limited to, non-cash write-downs and asset impairment charges (including
impairments on property and equipment, operating lease right-of use assets and intangible assets); unrealized gains or losses related to
investments; foreign currency fluctuations; and collections of accounts receivables.
We
are continuing to monitor the potential impact of the COVID-19 pandemic. As of the date of this prospectus, the Australian stores
in the state of Victoria remain temporarily closed since August 3, 2020 and the Auckland stores in New Zealand are trading again
following a two week closure due to a state of emergency being declared.
The
two online stores are trading, and we are able to fulfil orders from the New Zealand and U.S. warehouses. In order to mitigate
the significant impact on cash inflow we are working with our suppliers and lenders to extend payment terms. We are in discussions
with BNZ to extend loan repayment dates and with our landlords to provide abatements through the period of closure. We have reduced
staff hours and applied for government subsidies for the New Zealand and Australian employees. At the date of this prospectus,
we had received NZ$2.0m in subsidies from the New Zealand government and AU$0.7m from the Australian government.
We
are and may become the subject of various claims, threats of litigation, litigation or investigations which could have a material
adverse effect on our business, financial condition, results of operations or price of our ordinary shares.
We
are and may become subject to various claims, threats of litigation (including, from current and former shareholders of our company),
litigation or investigations, including commercial disputes and employee claims, and from time to time may be involved in governmental
or regulatory investigations or similar matters. Any claims asserted against us or our management, regardless of merit or eventual
outcome, could harm our reputation and have an adverse impact on our relationship with our clients, distribution partners and
other third parties and could lead to additional related claims. Furthermore, there is no guarantee that we will be successful
in defending ourselves in pending or future litigation or similar matters under various laws. Any judgments or settlements in
any pending litigation or future claims, litigation or investigation could have a material adverse effect on our business, financial
condition, results of operations and price of our Ordinary Shares.
Risks
Related to the Offering
Sales
by the Selling Shareholders of the Ordinary Shares covered by this prospectus could adversely affect the trading price of our
Ordinary Shares.
We
are registering for resale up to 47,370,675 Ordinary Shares underlying the Bendon Conversion Shares, or approximately 14% of our
outstanding Ordinary Shares on a fully-diluted basis as of October 12, 2020. This amount represents 150% of the number of shares
issuable upon conversion of Bendon Conversion Shares (based on a closing sale price of the Ordinary Shares of $0.12 on October
6, 2020), which represents a good faith estimate of the maximum number of Ordinary Shares underlying such securities. The actual
number of shares issued upon such conversion may be substantially more or less than this estimate, depending, among other things,
the future market price of our Ordinary Shares. We cannot predict the market price of our Ordinary Shares at any future date,
and therefore, we are unable to accurately forecast or predict the total amount of shares that ultimately may be issued under
the Bendon Conversion Shares. The resale of all or a substantial portion of the shares offered hereby in the public market, or
the perception that these sales might occur, could cause the market price of our Ordinary Shares to decrease and may make it more
difficult for us to sell Ordinary Shares in the future at a time and upon terms that we deem appropriate.
We
may issue additional securities in the future, which may result in dilution to our shareholders.
We
are not restricted from issuing additional Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares.
Because we anticipate we will need to raise additional capital to operate and/or expand our business, we expect to conduct equity
offerings in future. We also may issue additional Ordinary Shares under the Sales Agreement, upon conversion of our outstanding
convertible promissory notes and upon exercise of our outstanding warrants.
As
of October 12, 2020, there were approximately 8,683,000 Ordinary Shares estimated to be issuable upon conversion of the July Note
(assuming that the balance of the note and all accrued interest thereon as of such date was converted in full at the current conversion
price) and 11,884,783 Ordinary Shares underlying the July Purchase Warrant. However, the actual number of shares issuable upon
exercise of the July Purchase Warrant may be substantially more than the foregoing amount, depending, among other things, on whether
the July Purchase Warrant is exercised through a Black-Scholes cashless exercise. In such event, the number of shares issuable
upon exercise of the July Purchase Warrant would depend on the market price of the Ordinary Shares at a future date. We cannot
predict the market price of our Ordinary Shares at any future date, and therefore, we are unable to accurately forecast or predict
the total amount of shares that ultimately may be issued.
In
addition, as of October 12, 2020, there were approximately 1,620,000 Ordinary Shares estimated to be issuable upon the conversion
of the Prior Notes issued in February and April 2020 (assuming that the balance of each such note as of such date was converted
in full at the fixed conversion price provided in each such note). However, the actual number of shares issuable upon conversion
of the Prior Notes issued in February and April 2020 may be substantially more than the foregoing amount, because the Prior Note
issued in February 2020 may be converted at a floating conversion price based on the current market price of our Ordinary Shares,
provided we approve such conversion. Subject to our approval, the holder of such note may convert the outstanding balance of such
note into the Ordinary Shares at a floating 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 a specified floor price. Based on the outstanding balance of approximately US$4,249,000 as of October
12, 2020, and an assumed floating conversion price of US$0.15 (which is the floor price), the Prior Note issued in February 2020
would be convertible into approximately 28,323,000 Ordinary Shares. We cannot predict the market price of our Ordinary Shares
at any future date, and therefore, we are unable to accurately forecast or predict the total amount of shares that ultimately
may be issued under the Prior Note issued in February 2020.
Furthermore,
as of October 12, 2020, there were 592,900 Ordinary Shares underlying our outstanding warrants (other than the July Purchase Warrant).
There
is no limit on the number of Ordinary Shares we may issue under our constitution. To the extent our outstanding warrants are exercised,
our outstanding convertible promissory notes are converted or we conduct additional equity offerings, additional Ordinary Shares
will be issued, which may result in dilution to our shareholders. Sales of substantial numbers of shares in the public market
could adversely affect the market price of our Ordinary Shares. In addition, issuances of a substantial number of shares will
reduce the equity interest of our existing investors and could cause a change in control of our company.
Nasdaq
may delist our Ordinary Shares from quotation on its exchange, which could limit investors’ ability to sell and purchase
our securities and subject us to additional trading restrictions.
The
Ordinary Shares are currently listed on the Nasdaq Capital Market under the trading symbol “NAKD”. However, on March
11, 2020, we received a notice from the Nasdaq Listing Qualifications Department stating that, for the previous 30 consecutive
business days, the closing bid price for the 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 we would be afforded
180 calendar days to regain compliance with the minimum bid price requirement. In addition, Nasdaq has tolled the compliance period
from April 16, 2020 through June 30, 2020, due to the impact of COVID-19. Accordingly, we have until November 23, 2020 to regain
compliance with the minimum bid price requirement. In order to regain compliance, the closing bid price for the Ordinary Shares
must be at least US$1.00 per share for a minimum of ten consecutive business days. The notification letter also stated that in
the event we do not regain compliance within the initial 180-day period, we may be eligible for an additional 180 calendar days.
There
can be no assurance that we will regain compliance with the minimum bid price requirement within the allotted period, or that
we will be able to maintain compliance with the other continued listing requirements under the Nasdaq Listing Rules.
If
the Ordinary Shares are not listed on Nasdaq at any time after this offering, we could face significant material adverse consequences,
including:
|
●
|
a
limited availability of market quotations for our securities;
|
|
|
|
|
●
|
reduced
liquidity;
|
|
|
|
|
●
|
a
determination that the Ordinary Shares are a “penny stock” which will require brokers trading in our shares to
adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market
for the Ordinary Shares;
|
|
|
|
|
●
|
a
limited amount of news and analyst coverage for our company; and
|
|
|
|
|
●
|
a
decreased ability to issue additional securities or obtain additional financing in the future.
|
We
do not intend to pay any dividends on our Ordinary Shares at this time.
We
have not paid any cash dividends on our Ordinary Shares to date. The payment of cash dividends on our Ordinary Shares in the future
will be dependent upon our revenue and earnings, if any, capital requirements, and general financial condition, as well as the
limitations on dividends and distributions that exist under the laws and regulations of Australia, and will be within the discretion
of our board of directors. It is the present intention of our board of directors to retain all earnings, if any, for use in our
business operations and, accordingly, our board of directors does not anticipate declaring any dividends on our Ordinary Shares
in the foreseeable future. As a result, any gain you will realize on our Ordinary Shares will result solely from the appreciation
of such shares.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
The
statements contained in this prospectus that are not purely historical are forward-looking statements. Forward-looking statements
include, but are not limited to, statements regarding expectations, hopes, beliefs, intentions, or strategies regarding the future.
In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,”
“might,” “plan,” “possible,” “potential,” “predicts,” “project,”
“should,” “would,” and similar expressions may identify forward-looking statements, but the absence of
these words does not mean that a statement is not forward-looking. Forward-looking statements contained in this Annual Report
include, among other things, statements relating to:
|
●
|
expectations
regarding industry trends and the size and growth rates of addressable markets;
|
|
|
|
|
●
|
our
business plan and our growth strategies, including plans for expansion to new markets and new products; and
|
|
|
|
|
●
|
expectations
for seasonal trends.
|
These
statements are not assurances of future performance. Instead, they are based on current expectations, assumptions, and beliefs
concerning future developments and their potential effects on us. There can be no assurance that future developments will be those
that have been assumed or anticipated. These forward-looking statements are subject to a number of risks and uncertainties (some
of which are beyond our control) that may cause our expectations, assumptions or beliefs to be inaccurate or otherwise cause our
actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to, those risk factors described or incorporated by reference under
the heading “Risk Factors” and those risks described from time to time in our filings with the SEC, as well
as the following risks:
|
●
|
our
ability to raise any necessary capital;
|
|
|
|
|
●
|
our
ability to maintain the strength of our brand or to expand our brand to new products and geographies;
|
|
|
|
|
●
|
our
ability to protect or preserve our brand image and proprietary rights;
|
|
|
|
|
●
|
our
ability to satisfy changing consumer preferences;
|
|
|
|
|
●
|
an
economic downturn affecting discretionary consumer spending;
|
|
|
|
|
●
|
our
ability to compete in our markets effectively;
|
|
|
|
|
●
|
our
ability to manage our growth effectively;
|
|
|
|
|
●
|
poor
performance during our peak season affecting our operating results for the full year;
|
|
|
|
|
●
|
our
indebtedness adversely affecting our financial condition;
|
|
|
|
|
●
|
our
ability to maintain relationships with our select number of suppliers;
|
|
|
|
|
●
|
our
ability to manage our product distribution through our retail partners and international distributors;
|
|
|
|
|
●
|
the
success of our marketing programs;
|
|
|
|
|
●
|
business
interruptions because of a disruption at our headquarters;
|
|
|
|
|
●
|
fluctuations
in raw materials costs or currency exchange rates;
|
|
|
|
|
●
|
the
success of our business restructuring; and
|
|
|
|
|
●
|
the
impact of the COVID-19 pandemic.
|
Should
one or more of these risks or uncertainties materialize, or should any of our expectations, assumptions or beliefs otherwise prove
incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake
no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise,
except as may be required under applicable securities laws.
USE
OF PROCEEDS
All
the Ordinary Shares sold under this prospectus will be sold or otherwise disposed of for the account of the Selling Shareholders.
We will not receive any proceeds from the sale of the Ordinary Shares under this prospectus.
CAPITALIZATION
AND INDEBTEDNESS
The
following table sets forth our capitalization at January 31, 2020 on an historical basis and on a pro forma basis, after giving
effect to the transactions described in the notes table.
You
should read this table together with our financial statements and the related notes thereto, as well as “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and the other financial information, incorporated
by reference in this prospectus supplement or the accompanying base prospectus from our SEC filings, including our Annual Report.
The information presented in the capitalization table below is unaudited.
In Thousands of NZ$ and US$
|
|
As at January 31, 2020
(Historical)
|
|
|
As at January 31, 2020
(Pro Forma)(1)
|
|
|
|
NZ$
|
|
|
US$ (2)
|
|
|
NZ$
|
|
|
US$ (2)
|
|
Borrowings
|
|
|
38,913
|
|
|
|
25,683
|
|
|
|
27,814
|
|
|
|
18,357
|
|
Share Capital
|
|
|
170,913
|
|
|
|
112,327
|
|
|
|
230,668
|
|
|
|
152,241
|
|
Accumulated Losses
|
|
|
(176,595
|
)
|
|
|
(116,553
|
)
|
|
|
(176,595
|
)
|
|
|
(116,553
|
)
|
Reserves
|
|
|
118
|
|
|
|
78
|
|
|
|
118
|
|
|
|
78
|
|
Total Capitalization
|
|
|
(6,284
|
)
|
|
|
(4,147
|
)
|
|
|
54,191
|
|
|
|
35,766
|
|
|
(1)
|
The
pro forma information reflects the following transactions:
|
|
●
|
On
February 12, 2020, we completed a private placement of a Prior Note and a warrant to purchase Ordinary Shares, for a purchase
price of US$3.0m, with a principal balance before discount and expenses of US$3.17m. The holder exercised the right to exchange
the warrant for a 5% increase in the balance of the February Note, and as a result the warrant was cancelled, and the balance
of the Note was increased by approximately US$0.2m. We also did not timely complete an equity financing and did not timely
file a registration statement as required by the Prior Note, and as a result the outstanding balance of the note was subjected
to a 10% premium for each such occurrence, or an aggregate of approximately US$0.7m. The Prior Note accrues interest at a
rate of 20% per annum, compounded daily.
|
|
|
|
|
●
|
On
April 15, 2020, we completed a private placement of a Prior Note and a warrant to purchase Ordinary Shares, for a purchase
price of US$1.5m, with a principal balance before discount and expenses of US$1.595m. The holder exercised the right to exchange
the warrant for a 5% increase in the balance of the February Note, and as a result the warrant was cancelled, and the balance
of the Note was increased by approximately US$0.1m. We also did not timely complete an equity financing and did not timely
file a registration statement as required by the Prior Note, and as a result the outstanding balance of the note was subjected
to a 10% premium for each such occurrence, or an aggregate of approximately US$0.4m. The Prior Note accrues interest at a
rate of 20% per annum, compounded daily.
|
|
|
|
|
●
|
On
July 3, 2020, we agreed to exchange one of our outstanding promissory notes, with an outstanding balance of approximately
US$1.36m, for 1,666,667 of our Ordinary Shares.
|
|
|
|
|
●
|
From
February 1, 2020 through October 12, 2020, an aggregate of US$14.5 million (NZ$22.0 million) of the outstanding balance of
the Notes issued in October, November and December 2019 and January 2020, representing all of the outstanding balance of such
notes, and US$350,000 (NZ$530,000) of the outstanding balance of the Note issued in February 2020 was converted into 37,141,646
Ordinary Shares.
|
|
●
|
On
July 24, 2020, we completed a private placement of the July Note and the July Purchase Warrant, for a purchase price of US$8.0
million, with an original issue discount of 5%, certain expenses added to the principal balance, and a financing rebate granted
to the investor, resulting an initial balance of the July Note of US$8,420,000 (NZ$12,758,000) and net proceeds to us of approximately
US$7,200,000 (NZ$10,900,000). The July 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 July
Note has a conversion price of US$0.2424 per share. Between August 25 and September 2, 2020, the Affiliated Holder exercised
its right to convert US$1,780,960 in principal amount of the July Note, resulting in the issuance of 7,347,195 Ordinary Shares.
On September 3, 2020, we exercised our right to require conversion of the principal amount of the July Note in excess of $2,100,000
and all accrued interest on the July Note. To the extent the Affiliated Holder would have beneficially owned more than 9.9%
of our outstanding Ordinary Shares after such required conversion, we issued to the Affiliated Holder “pre-funded”
warrants (the “July Pre-Funded Warrants”) in lieu of such shares. As a result, we issued 3,316,521 Ordinary Shares
and a July Pre-Funded Warrant to purchase 15,492,344 Ordinary Shares to the Affiliated Holder on September 3, 2020. As of
October 12, 2020, the Affiliated Holder had exercised the July Pre-Funded Warrant in full. As of such date, the outstanding
balance of the July Note was approximately US$2,105,000 (NZ$3,189,000).
|
|
|
|
|
●
|
Through October 12, 2020, pursuant to the Sales Agreement with Maxim,
we have sold an aggregate of 133,087,150 Ordinary Shares for gross proceeds of US$17,335,810 (NZ$26,266,379) and net proceeds of
US$16,815,736 (NZ$25,478,387), after payment to Maxim of an aggregate of US$520,074 (NZ$797,991) in commissions.
|
|
(2)
|
In
this prospectus certain New Zealand dollar amounts have been translated into United States
dollars at the rate as at January 31, 2020 of NZ$1 = US$0.66. Such translations should
not be construed as representations that the New Zealand dollar amounts represent, or
have been or could be converted into, United States dollars at that or any other rate.
|
The
foregoing table does not take into account the conversion or exercise of the convertible securities and warrants set forth in
footnote 2 in “Prospectus Supplement Summary – The Offering.”
You
should read this table in conjunction with our consolidated financial statements as at and for the fiscal year ended January 31,
2020, which are incorporated by reference in this prospectus.
THE
PRIVATE PLACEMENT
On
October 5, 2020, we entered into a Settlement Agreement with each of the Lenders. Pursuant to the Settlement Agreements, we settled
a dispute with the Lenders, in which the Lenders alleged that specific repayment terms of loans made by them were not met as promised
and sought repayment of the loans.
The
Lenders agreed to finally settle the dispute, and granted a general release and waiver of all claims in favor of us and our affiliates,
in consideration for Bendon’s issuance to the Lenders of Bendon Conversion Shares with an aggregate value of US$3,789,654.
The Bendon Conversion Shares constitute a separate share class in Bendon, confer no voting rights on the Lenders, have no rights
to dividends or distributions by Bendon, have the right to receive any dividends declared and paid by our company on an as-converted
basis, are redeemable by Bendon at any time at a price of NZ$1,000 (US$662.90) per share and are redeemable by Bendon at a price
of NZ$0.01 per share if a Lender’s Settlement Agreement is terminated.
The
Bendon Conversion Shares are convertible into our Ordinary Shares at a conversion price equal to the closing market price of our
Ordinary Shares on the trading day immediately preceding the date that the Lender or Bendon, as applicable, delivers a notice
of conversion, subject to a floor of $0.05 per share (which minimum amount is subject to equitable adjustment for any share dividend,
any subdivision or combination of share capital or any similar transaction), provided that Nasdaq has completed its review of
the offering and not raised any objection thereto. Bendon’s right to require a Lender to convert its Bendon Conversion Shares
into our Ordinary Shares commences three months after the date that the registration statement of which this prospectus forms
a part becomes effective. Bendon may not require more than US$100,000 Bendon Conversion Shares be converted on any day.
The
Bendon Conversion shares are not convertible by a Lender or Bendon to the extent that, after giving effect to the issuance of
our Ordinary Shares issuable upon such conversion, the Lender or any of its affiliates would beneficially own in excess of 4.9%
of the total number of our outstanding Ordinary Shares (the “Maximum Percentage”).
Pursuant
to the Settlement Agreements, we agreed to file a registration statement of covering the resale of the Ordinary Shares issuable
upon conversion of the Bendon Conversion Shares. The registration statement is required to cover 150% of the number of shares
issuable upon conversion of Bendon Conversion Shares, assuming for such purpose that a conversion notice had been delivered on
the fifth business day prior to the initial filing of the registration statement. We filed the registration statement of which
this prospectus forms a part in order to satisfy our requirements under the Settlement Agreements. We must use our best efforts
to have the registration statement declared effective as promptly as practicable.
SELLING
SHAREHOLDERS
The
Ordinary Shares being offered by the Selling Shareholder are those issuable to the Selling Shareholders upon conversion of the
Bendon Conversion Shares. For additional information regarding the issuance of the Bendon Conversion Shares, see “The
Private Placement” above.
As
described elsewhere in this prospectus, the Selling Shareholders made certain loans to us and alleged that specific repayment
terms of such loans were not met. Except as set forth in this paragraph, and except for the ownership of the Bendon Conversion
Shares, the Selling Shareholders have not had any material relationship with us within the past three years. None of the Selling
Shareholders is a broker-dealer or an affiliate of a broker-dealer. When we refer to the “Selling Shareholders” in
this prospectus, we mean the persons listed in the table below, and the pledgees, donees, permitted transferees, assignees, successors,
and others who later come to hold any of the Selling Shareholders’ interests in our securities other than through a public
sale.
The
table below sets forth certain information regarding the Selling Shareholders and their beneficial ownership (as determined under
Section 13(d) of the Exchange Act and the rules and regulations thereunder) of our Ordinary Shares.
The
first column lists the name of each Selling Shareholder. The second column lists the number of Ordinary Shares beneficially owned
by the Selling Shareholder as of October 12, 2020, based on its beneficial ownership of the Bendon Conversion Shares, and assuming
conversion of the Bendon Conversion Shares in full on that date. The Bendon Conversion Shares may not be converted to the extent
the Selling Shareholder or any of its affiliates would beneficially own more than the Maximum Percentage after giving effect to
such conversion or exercise. The number of shares in the second column reflects these limitations. The third column lists the
Ordinary Shares being offered by this prospectus by the Selling Shareholders and does not take into account the limitations on
conversion of the Bendon Conversion Shares. The number of Ordinary Shares set forth in the third column equals 150% of the number
of shares issuable upon conversion of Bendon Conversion Shares (based on a closing sale price of the Ordinary Shares of $0.12
on October 6, 2020), which represents a good faith estimate of the maximum number of Ordinary Shares underlying such securities.
The number of Ordinary Shares that will actually be issued may be substantially more or less than the number of shares being offered
by this prospectus. Because the number of shares in the second column is calculated assuming conversion of the Bendon Conversion
Shares based on the price of Ordinary Shares as of October 6, 2020, and taking into account the limitations on conversion described
above, while the number of shares being offered by this prospectus is a good faith estimate of the maximum number of Ordinary
Shares underlying such securities, without taking into account such limitations, the number of shares being offered by this prospectus
as set forth in the third column exceeds the number of shares beneficially owned by the Selling Shareholder as set forth in the
second column. The fourth column lists the number of Ordinary Shares beneficially owned by the Selling Shareholders, assuming
the issuance and resale of all the shares offered by the Selling Shareholders pursuant to this prospectus.
We
are registering the Ordinary Shares in order to permit the Selling Shareholders to offer the Ordinary Shares for resale from time
to time. However, the Selling Shareholders may sell all, some or none of its shares in this offering. See “Plan of Distribution.”
|
|
Prior
to the
Offering
|
|
|
Offered
Hereby
|
|
|
After
the Offering
|
|
Shareholder
|
|
Ordinary
Shares
Beneficially
Owned
|
|
|
Ordinary
Shares
|
|
|
Ordinary
Shares
Beneficially
Owned(1)
|
|
|
Beneficial
Ownership
Percentage(1)
|
|
Timothy
D. Connell(2)
|
|
|
8,150,489
|
|
|
|
13,750,000
|
|
|
|
27,728
|
|
|
|
*
|
|
William
Gibson(3)
|
|
|
8,179,586
|
|
|
|
33,620,675
|
|
|
|
1,171
|
|
|
|
*
|
|
(1)
|
Based
on 158,751,906 Ordinary Shares outstanding as of October 12, 2020, and assuming the issuance
and resale of all of the shares offered by the Selling Shareholder pursuant to this prospectus.
The number of shares outstanding excludes 75,250,000 shares that have been sold under
the Sales Agreement but not yet issued through October 12, 2020, and excludes
the shares underlying the convertible securities and warrants set forth in footnote 2
in “Prospectus Supplement Summary – The Offering.”
|
|
|
(2)
|
The
beneficial ownership of Mr. Connell prior to the offering includes (i) 27,728 Ordinary
Shares and (ii) the Ordinary Shares underlying the Bendon Conversion Shares held by Mr.
Connell, taking into account the limitations on conversion contained therein. As described
elsewhere in this prospectus, the actual number of shares issuable upon conversion of
the Bendon Conversion Shares held by Mr. Connell may be substantially more or less than
the amounts set forth in the table above, because the Bendon Conversion Shares are convertible
at a floating conversion price based on the current market price of our Ordinary Shares.
The business address of Mr. Connell is 25 Ti Point Road, 0985 Leigh, New Zealand.
|
|
|
(3)
|
The
beneficial ownership of Mr. Gibson prior to the offering includes (i) 1,171 Ordinary
Shares and (ii) the Ordinary Shares underlying the Bendon Conversion Shares held by Mr.
Gibson and Ivory Castle Limited, an entity controlled by Mr. Gibson, taking into account
the limitations on conversion contained therein. As described elsewhere in this prospectus,
the actual number of shares issuable upon conversion of the Bendon Conversion Shares
held by Mr. Gibson and Ivory Castle may be substantially more or less than the amounts
set forth in the table above, because the Bendon Conversion Shares are convertible at
a floating conversion price based on the current market price of our Ordinary Shares.
The business address of Mr. Gibson is 25a Neal Street, London WC2H 9PR United Kingdom.
The business address of Ivory Castle Limited is c/o John Gibson, 73 Bluebird Crescent,
Unsworth Heights, 0632 Auckland, New Zealand.
|
PLAN
OF DISTRIBUTION
We
are registering the Ordinary Shares issuable upon conversion of the Bendon Conversion Shares to permit the resale of these Ordinary
Shares by the Selling Shareholders from time to time after the date of this prospectus. We will not receive any of the proceeds
from the sale by the Selling Shareholders of the Ordinary Shares. We will bear all fees and expenses incident to our obligation
to register the Ordinary Shares.
The
Selling Shareholders may sell all or a portion of the Ordinary Shares held by them and offered hereby from time to time directly
or through one or more underwriters, broker-dealers or agents. If the Ordinary Shares are sold through underwriters or broker-dealers,
the Selling Shareholders will be responsible for underwriting discounts or commissions or agent’s commissions. The Ordinary
Shares may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying
prices determined at the time of sale or at negotiated prices. These sales may be effected in transactions, which may involve
crosses or block transactions, pursuant to one or more of the following methods:
|
●
|
on
any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
|
|
|
|
|
●
|
in
the over-the-counter market;
|
|
|
|
|
●
|
in
transactions otherwise than on these exchanges or systems or in the over-the-counter market;
|
|
|
|
|
●
|
through
the writing or settlement of options, whether such options are listed on an options exchange or otherwise;
|
|
|
|
|
●
|
ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
|
|
|
●
|
block
trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction;
|
|
|
|
|
●
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for its account;
|
|
|
|
|
●
|
an
exchange distribution in accordance with the rules of the applicable exchange;
|
|
|
|
|
●
|
privately
negotiated transactions;
|
|
|
|
|
●
|
short
sales made after the date the registration statement of which this prospectus forms a part is declared effective by the SEC;
|
|
|
|
|
●
|
broker-dealers
may agree with a selling securityholder to sell a specified number of such shares at a stipulated price per share;
|
|
|
|
|
●
|
a
combination of any such methods of sale; and
|
|
|
|
|
●
|
any
other method permitted pursuant to applicable law.
|
We
will pay all expenses of the registration of the Ordinary Shares, estimated to be $46,672 in total, including, without limitation,
SEC filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, a Selling
Shareholder will pay all underwriting discounts and selling commissions, if any.
The
Selling Shareholders may also sell Ordinary Shares under Rule 144 promulgated under the Securities Act of 1933, as amended, if
available, rather than under this prospectus. In addition, the Selling Shareholders may transfer the Ordinary Shares by other
means not described in this prospectus. If the Selling Shareholders effect such transactions by selling Ordinary Shares to or
through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form
of discounts, concessions or commissions from the Selling Shareholders or commissions from purchasers of the Ordinary Shares for
whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular
underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). The Selling
Shareholders may also loan or pledge Ordinary Shares to broker-dealers that in turn may sell such shares.
The
Selling Shareholders may pledge or grant a security interest in some or all of the Ordinary Shares owned by them and, if a Selling
Shareholder defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the Ordinary
Shares from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable
provision of the Securities Act amending, if necessary, the list of selling shareholders to include the pledgee, transferee or
other successors in interest as a selling shareholder under this prospectus. The Selling Shareholders also may transfer and donate
the Ordinary Shares in other circumstances in which case the transferees, donees, pledgees or other successors in interest will
be the selling shareholders for purposes of this prospectus.
To
the extent required by the Securities Act and the rules and regulations thereunder, the Selling Shareholders and any broker-dealer
participating in the distribution of the Ordinary Shares may be deemed to be “underwriters” within the meaning of
the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed
to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the Ordinary Shares
is made, a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of Ordinary Shares
being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions
and other terms constituting compensation from the Selling Shareholder and any discounts, commissions or concessions allowed or
re-allowed or paid to broker-dealers.
Under
the securities laws of some states, the Ordinary Shares may be sold in such states only through registered or licensed brokers
or dealers. In addition, in some states the Ordinary Shares may not be sold unless such shares have been registered or qualified
for sale in such state or an exemption from registration or qualification is available and is complied with.
There
can be no assurance that the Selling Shareholders will sell any or all of the Ordinary Shares registered pursuant to the registration
statement of which this prospectus forms a part.
The
Selling Shareholders and any other person participating in such distribution will be subject to applicable provisions of the Exchange
Act, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange
Act, which may limit the timing of purchases and sales of any of the Ordinary Shares by the Selling Shareholders and any other
participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution
of the Ordinary Shares to engage in market-making activities with respect to the Ordinary Shares. All of the foregoing may affect
the marketability of the Ordinary Shares and the ability of any person or entity to engage in market-making activities with respect
to the Ordinary Shares.
Once
sold under the registration statement, of which this prospectus forms a part, the Ordinary Shares will be freely tradable in the
hands of persons other than our affiliates.
Our
Ordinary Shares are registered under the Exchange Act and trade on Nasdaq under the symbol “NAKD.”
Our
Ordinary Shares are issued in registered form. The transfer agent for our Ordinary Shares is Continental Stock Transfer &
Trust Company.
EXPENSES
The
following table sets forth the costs and expenses payable by us in connection with registering the common stock that may be sold
by the Selling Shareholders under this prospectus. All amounts listed below are estimates except the SEC registration fee.
Itemized expense
|
|
Amount
|
|
SEC registration fee
|
|
$
|
672
|
|
Legal fees and expenses
|
|
$
|
25,000
|
|
Accounting fees and expenses
|
|
$
|
15,000
|
|
Transfer agent and registrar fees
|
|
$
|
1,000
|
|
Miscellaneous
|
|
$
|
5,000
|
|
Total
|
|
$
|
46,672
|
|
LEGAL
MATTERS
Graubard
Miller, New York, New York, is acting as counsel in connection with the registration of our securities under the Securities Act.
HWL Ebsworth Lawyers, Sydney, Australia, will pass upon the validity of the Ordinary Shares offered in this prospectus and on
matters of Australia law.
EXPERTS
The
financial statements as of January 31, 2020 and 2019 and for each of the three years in the period ended January 31, 2020, incorporated
by reference in this registration statement, have been so included in reliance on the report (which contains an explanatory paragraph
relating to our ability to continue as a going concern as described in Note 2 to the financial statements) of BDO Audit Pty Ltd,
an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
SERVICE
OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
We
are an Australian company and our executive offices are located outside of the United States. Certain of our directors and officers
and some of the experts in this prospectus reside outside the United States. In addition, a substantial portion of our assets
and the assets of our directors, officers and experts are located outside of the United States. As a result, you may have difficulty
serving legal process within the United States upon us or any of these persons. You may also have difficulty enforcing, both in
and outside of the United States, judgments you may obtain in U.S. courts against us or these persons in any action, including
actions based upon the civil liability provisions of U.S. federal or state securities laws. Furthermore, there is substantial
doubt that the courts of Australia would enter judgments in original actions brought in those courts predicated on U.S. federal
or state securities laws.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We
have filed with the SEC a registration statement on Form F-3 with respect to the Ordinary Shares offered hereby. This prospectus,
which forms a part of the registration statement, does not contain all of the information set forth in the registration statement
and the exhibits thereto. The registration statement includes and incorporates by reference additional information and exhibits.
Statements made in this prospectus concerning the contents of any contract, agreement or other document filed as an exhibit to
the registration statement are summaries of the material terms of such contracts, agreements or documents, but do not repeat all
of their terms. Reference is made to each such exhibit for a more complete description of the matters involved and such statements
shall be deemed qualified in their entirety by such reference. The registration statement and the exhibits and schedules thereto
filed with the SEC are available without charge on the website maintained by the SEC at http://www.sec.gov that contains periodic
reports and other information regarding registrants that file electronically with the SEC.
We
are subject to the information and periodic reporting requirements of the Exchange Act and we file periodic reports and other
information with the SEC. These periodic reports and other information are available on the website of the SEC referred to above.
As a “foreign private issuer,” we are exempt from the rules under the Exchange Act prescribing the furnishing and
content of proxy statements to shareholders. Those proxy statements are not expected to conform to Schedule 14A of the proxy rules
promulgated under the Exchange Act. In addition, as a “foreign private issuer,” we are exempt from the rules under
the Exchange Act relating to short swing profit reporting and liability.
INCORPORATION
BY REFERENCE OF CERTAIN DOCUMENTS
The
SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important information
to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus.
This prospectus incorporates by reference our documents listed below:
|
●
|
our
Annual Report on Form 20-F filed with the SEC on May 8, 2020;
|
|
|
|
|
●
|
our
reports on Form 6-K filed with the SEC on February 6, 2020, February 13, 2020, March 11, 2020, March 12, 2020, April 16, 2020,
April 30, 2020, May 15, 2020, June 10, 2020, July 8, 2020, July 27, 2020, July 31, 2020, August 19, 2020, August 20, 2020,
August 21, 2020, August 31, 2020, September 25, 2020, October 5, 2020 (two reports) and October 6, 2020; and
|
|
|
|
|
●
|
the
description of our Ordinary Shares contained in our registration statement on Form 8-A (No. 001-38544) filed with the SEC
pursuant to Section 12(b) of the Exchange Act.
|
We
are also incorporating by reference (i) all subsequent Annual Reports on Form 20-F that we file with the SEC and certain reports
on Form 6-K that we furnish to the SEC after the date of the initial filing of and prior to the effectiveness of the registration
statement of which this prospectus forms a part, and (ii) all such Annual Reports and reports on Form 6-K that we file after the
effectiveness of the registration statement of which this prospectus forms a part, until we file a post-effective amendment indicating
that the offering of the securities made by this prospectus has been terminated (in each case, if such Form 6-K states that it
is incorporated by reference into this prospectus).
Any
statement contained in a document filed before the date of this prospectus and incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this prospectus. Any information that we file after the date of this prospectus with the SEC and incorporated by reference
herein will automatically update and supersede the information contained in this prospectus and in any document previously incorporated
by reference in this prospectus.
You
should assume that the information appearing in this prospectus and any accompanying prospectus supplement, as well as the information
we previously filed with the SEC and incorporated by reference, is accurate as of the dates on the front cover of those documents
only.
We
will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the reports
or documents that have been incorporated by reference in the prospectus contained in the registration statement not delivered
with the prospectus. We will provide these reports or documents upon written or oral request at no cost to the requester. Requests
for such documents should be made to Naked Brand Group Limited, Attn: Mr. Justin Davis-Rice, c/o Bendon Limited, 8 Airpark Drive,
Airport Oaks, Auckland 2022, New Zealand. Such documents may also be accessed free of charge on our website at www.nakedbrands.com.
NAKED
BRAND GROUP LIMITED
47,370,675
of Ordinary Shares
,
2020
No
dealer, salesperson or any other person is authorized to give any information or make any representations in connection with this
offering other than those contained in this prospectus and, if given or made, the information or representations must not be relied
upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy
any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any
securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.
PART
II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
Item
8. Indemnification of Directors and Officers.
We
must indemnify current and past directors and other executive officers of the Company on a full indemnity basis and to the fullest
extent permitted by law against all liabilities incurred by the director or officer as a result of their holding office in the
Company or a related body corporate.
We
may also, to the extent permitted by law, purchase and maintain insurance, or pay or agree to pay a premium for insurance, for
each director and officer against any liability incurred by the director or officer as a result of their holding office in the
Company or a related body corporate.
Under
the Corporations Act, a company or a related body corporate must not indemnify a person against any liabilities incurred as an
officer or auditor of the company if it is a liability:
|
(a)
|
owed
to the company or a related body corporate;
|
|
|
|
|
(b)
|
for
a pecuniary penalty or compensation order made in accordance with the Corporations Act; or
|
|
|
|
|
(c)
|
that
is owed to someone other than the company or a related body corporate and did not arise out of conduct in good faith.
|
In
addition, a company or related body corporate must not indemnify a person against legal costs incurred in defending an action
for a liability incurred as an officer or auditor of the company if the costs are incurred in:
|
(a)
|
defending
or resisting proceedings in which the person is found to have a liability of the type described above;
|
|
|
|
|
(b)
|
in
defending or resisting criminal proceedings in which the person is found guilty;
|
|
|
|
|
(c)
|
in
defending or resisting proceedings brought by the Australian corporate regulator or a liquidator for a court order if the
grounds for making the order are found to have been established; or
|
|
|
|
|
(d)
|
in
connection with proceedings for relief to the person under the Corporations Act in which the Court denies the relief.
|
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling
us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
Item
9. Exhibits.
The
exhibits filed herewith or incorporated by reference herein are listed in the Exhibit Index below.
Item
10. Undertakings.
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective
Registration Statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement.
provided,
however, that paragraphs (i), (ii) and (iii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or
is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4)
To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of
Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise
required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus,
by means of a post-effective amendment, financial statements required pursuant to this paragraph and other information necessary
to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding
the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial
statements and information required by Section 10(a)(3) of the Act or Item 8.A of Form 20-F if such financial statements and information
are contained in periodic reports filed with or furnished to the Commission pursuant to section 13 or section 15(d) of the Exchange
Act that are incorporated by reference in the Form F-3.
(5)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant
to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule
430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to the date of first
use.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(h)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, that registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Sydney, Australia, on the 15th day of October,
2020.
|
NAKED
BRAND GROUP LIMITED
|
|
|
|
|
By:
|
/s/
Justin Davis-Rice
|
|
|
Justin
Davis-Rice
|
|
|
Executive
Chairman
|
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Justin Davis-Rice and
Cheryl Durose as his true and lawful attorney-in-fact, with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities to sign any and all amendments including post-effective amendments to this proxy statement/prospectus
and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully
do or cause to be done by virtue thereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Justin Davis-Rice
|
|
Executive
Chairman and Director (Principal Executive Officer)
|
|
October
15, 2020
|
Justin
Davis-Rice
|
|
|
|
|
|
/s/
Cheryl Durose
|
|
Chief
Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
|
October
15, 2020
|
Cheryl
Durose
|
|
|
|
|
|
/s/
Paul Hayes
|
|
Director
|
|
October
15, 2020
|
Paul
Hayes
|
|
|
|
|
|
/s/
Andrew Shape
|
|
Director
|
|
October
15, 2020
|
Andrew
Shape
|
|
|
|
|
|
/s/
Kelvin Fitzalan
|
|
Director
|
|
October
15, 2020
|
Kelvin
Fitzalan
|
Authorized
Representative in the United States
GRAUBARD
MILLER
|
|
|
|
|
By:
|
/s/
Jeffrey M. Gallant
|
|
Name:
|
Jeffrey
M. Gallant
|
|
Title:
|
Partner
|
|
Date:
|
October
15, 2020
|
|
EXHIBIT
INDEX
Cenntro Electric (NASDAQ:NAKD)
Historical Stock Chart
From Mar 2024 to Apr 2024
Cenntro Electric (NASDAQ:NAKD)
Historical Stock Chart
From Apr 2023 to Apr 2024