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Item 1.01.
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Entry Into a Material Definitive Agreement.
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Entry into Securities Purchase Agreement.
On January 12, 2017,
Naked Brand Group Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”)
with certain investors providing for the issuance and sale by the Company of 1,879,811 shares of the Company’s common stock,
par value $0.001 per share (the “Shares”), in a registered direct offering (the “Offering”). The
Shares were offered at a price of $1.04 per Share.
The gross proceeds
from the Offering are $1.955 million. The
Company intends to use the proceeds from the Offering to provide working capital for general corporate purposes and to support
Naked's ongoing operations through the estimated timeframe to completion of its proposed merger with Bendon Limited, the Letter
of Intent for which was announced January 13, 2017.
The Shares were offered
by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-213965), which was declared effective by the
Securities and Exchange Commission (the “SEC”) on October 19, 2016. The Shares may be offered only by means
of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A prospectus
supplement relating to the Offering will be filed with the SEC and will be available on the SEC’s website at http://www.sec.gov.
Attached as Exhibit
5.1 to this Current Report is the opinion of Duane Morris LLP relating to the legality of the issuance and sale of the Shares.
The Purchase Agreement
contains customary representations, warranties and covenants by the Company and the investors including representations and warranties
that the respective parties made to, and solely for the benefit of, the other parties thereto in the context of all of the terms
and conditions of that agreement and in the context of the specific relationship between the parties. The provisions of the Purchase
Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the
parties to the Purchase Agreement or as stated therein and is not intended as a document for investors and the public to obtain
factual information about the current state of affairs of the parties to those documents and agreements. Rather, investors and
the public should look to other disclosures contained in the Company’s filings with the SEC.
The foregoing summary
of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement,
a copy of which is filed as Exhibit 10.1 to this Current Report.
This Current Report
does not constitute an offer to sell the Shares or a solicitation of an offer to buy these Shares, nor shall there be any sale
of these Shares in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction.
Entry into Letter of Intent
On December
19, 2016, the Company entered into a letter of intent with Bendon Limited (the “LOI”), an intimate apparel company based in New
Zealand (“Bendon”), for a proposed merger of the companies, pursuant to which a newly-formed, wholly-owned
subsidiary of the Company would merge with and into Bendon (the “Merger”). The LOI became binding on the Company
on January 12, 2017 upon entry into the Purchase Agreement. Upon consummation of the proposed Merger, Bendon would be the
surviving corporation, continuing in existence as a wholly-owned subsidiary of the Company. As contemplated by the LOI, the
Company would issue the holders of ordinary shares of Bendon an aggregate of 118,812,163 shares of common stock of the
Company. Completion of the proposed Merger is subject to the negotiation of a definitive merger agreement (the
“Merger Agreement”), satisfaction of the conditions negotiated therein and approval of the proposed Merger by
the Company’s stockholders. Pursuant to the terms of the LOI, the Company’s management, as well as certain
insiders, will agree to sign voting agreements pursuant to which each stockholder will grant a proxy and/or agree to vote
for the proposed Merger at any meeting of stockholders. In addition, key employees of Bendon will be offered employment with
the Company, to be effective upon completion of the proposd Merger and Ms. Carole Hochman, the Company’s current
Chief Executive Officer, Chief Creative Officer, and Chairwoman of its board of directors, will be offered continued
employment pursuant to an employment agreement. Further, the Company is required to (i) appoint two new directors to the
Company’s board of directors, (ii) adhere to a no-shop provision until the earlier of the date the Merger Agreement is
executed or the LOI is terminated, and (iii) issue 2.5 million shares of common stock to Bendon in the event the Merger
Agreement is not executed by February 10, 2017 or the Merger is not consummated within six months thereafter (each a
“Merger Milestone”); provided, however, that the Company shall not be required to issue Bendon such shares if
Bendon’s action(s) or lack thereof has been the principal cause of or resulted in the failure of the parties to achieve a
Merger Milestone.
In accordance with
the terms of the LOI, Bendon agreed to introduce investors to the Company, which are not affiliated with Bendon, to participate
in a financing resulting in aggregate gross proceeds of up to $2.5 million, subject to adjustment as set forth in the LOI.
Such investors are participating in the Offering.
The foregoing summary
of the LOI does not purport to be complete and is qualified in its entirety by reference to the LOI, a copy of which is filed as
Exhibit 10.3 to this Current Report.
Voting Agreements
In
connection with the LOI, the Company has entered into voting agreements (each, a “Voting Agreement”) with all
directors and officers of the Company and will enter into agreements with certain stockholders of the Company, representing
approximately 22% of the issued and outstanding shares of common stock following the offering. Pursuant to the Voting Agreements,
among other things, the signatories thereto have agreed to vote all of their shares of common stock, as well as any
additional shares acquired after the date of the Voting Agreements, if any, in support of the Merger.
The foregoing description
of the Voting Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the
form of Voting Agreement, which is filed as Exhibit 10.2 hereto.