Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
October 27 2021 - 9:12AM
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 2021
Commission
File Number: 001-38544
NAKED
BRAND GROUP LIMITED
(Translation
of registrant’s name into English)
Level
61, MLC Centre, 25 Martin Place, Sydney, NSW 2000, Australia
(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 ☒
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): ☐
Other
Events
On
October 26, 2021, Naked Brand Group Limited (the “Company”) received a notification from The Nasdaq Stock Market (“Nasdaq”)
stating that the Company will be afforded an additional 180 calendar day period (or until April 25, 2022) to regain compliance with Nasdaq’s
minimum bid price requirement.
As
previously disclosed, on April 26, 2021, the Company received a notice from Nasdaq stating that, for the 30 consecutive business days
ending April 23, 2021, the closing bid price for the Company’s ordinary shares had been below the minimum of $1.00 per share required
for continued inclusion on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). The notification letter stated that the Company
would be afforded an initial 180-day period to regain compliance with the minimum bid price requirement. The notification letter also
stated that in the event the Company did not regain compliance within the initial 180-day period, the Company could be eligible for additional
time.
The
Company did not regain compliance with the minimum bid price requirement during the initial 180-day period. However, Nasdaq determined
that the Company was eligible for the additional 180-day period within which to regain compliance. In order to regain compliance, the
bid price for shares of the Company’s ordinary shares must close at $1.00 per share or more for a minimum of ten consecutive business
days. The Company intends to cure the deficiency during the additional 180-day period by effecting a reverse stock split, if necessary.
Exhibits
The
information contained in this Form 6-K, including the exhibits hereto, shall be incorporated by reference in the Company’s registration
statements on Form F-3 and F-1 (File Nos. 333-226192, 333-230757, 333-232229, 333-235801, 333-243751, 333-249490, 333-249547, 333-254245
and 333-256258) and the prospectuses included therein.
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 27, 2021
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NAKED
BRAND GROUP LIMITED
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By:
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/s/
Justin Davis-Rice
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Name:
|
Justin
Davis-Rice
|
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Title:
|
Executive
Chairman and Chief Executive Officer
|
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