Naked Brand Group Inc. (NASDAQ:NAKD) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01.

Entry Into a Material Definitive Agreement.

On April 10, 2017, Naked Brand Group Inc. (the Company) and

Bendon Limited (Bendon) entered into Amendment No. 3 (the

Amendment) to the Letter of Intent, dated December 19, 2016, as

amended February 10, 2017 and March 9, 2017 (the LOI), previously

executed by the Company and Bendon in connection with a proposed

business combination (the Business Combination).

The Amendment, among other things, (i) extends the date by which

the parties shall have entered into a definitive agreement

regarding the Business Combination before certain penalties may

be incurred from April 10, 2017 to May 26, 2017; (ii) revises the

the Net Assets (as defined in the Amendment) level to $5.8

million, which amount will be adjusted as a result of any

subsequent capital transactions agreed to by the Company and

Bendon; and (iii) amends certain other terms and conditions of

the LOI. Except as amended by the Amendment, the material terms

of the LOI remain in full force and effect.

Completion of the Business Combination remains subject to the

negotiation of a definitive merger agreement (the Merger

Agreement), satisfaction of the conditions negotiated therein and

approval of the Business Combination by the Companys

stockholders. Accordingly, there can be no assurance that a

Merger Agreement will be entered into or that the proposed

Business Combination will be consummated. Those portions of the

LOI, as amended, that describe the proposed Business Combination,

including the consideration to be issued therein, are

non-binding.

The foregoing summary of the Amendment does not purport to be

complete and is qualified in its entirety by reference to the

Amendment, a copy of which is filed as Exhibit 10.1 to this

Current Report.

Item 7.01. Regulation FD

On April 11, 2017, the Company issued a press release relating to

the Amendment and the completion of the Companys $5.5 million at

the market offering. A copy of the press release is attached

hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No. Description 10.1 Amendment No. 3 to Letter of Intent, dated April 10, 2017* 99.1 Press Release, dated April 11, 2017**

*Filed herewith

**Furnished herewith

Additional Information and Where to Find It

This Current Report on Form 8-K shall not constitute an offer to

sell or the solicitation of an offer to sell or the solicitation

of an offer to buy any securities, nor shall there be any sale of

securities in any jurisdiction in which such, solicitation or

sale would be unlawful prior to registration or qualification

under the securities laws of any such jurisdiction. This Current

Report on Form 8-K does not constitute the solicitation of any

vote or approval. The proposed Business Combination will be

submitted to the stockholders of the Company for their

consideration. In connection therewith, the to be formed

Australian holding company (NewCo), Bendon and the Company intend

to file relevant materials with the Securities and Exchange

Commission (SEC), including a Registration Statement on Form F-4

to be filed by NewCo that will include a proxy statement of Naked

that also constitutes a prospectus of NewCo and a definitive

proxy statement/prospectus (when they become available) will be

sent to Naked stockholders. Such documents are not currently

available. Before making any voting or investment decision with

respect to the Business Combination, investors and security

holders of the Company are urged to read the definitive proxy

statement/prospectus and the other relevant materials filed or to

be filed with the SEC carefully and in their entirety when they

become available because they will contain important information

about NewCo, the Company, Bendon and the proposed Business

Combination. The definitive proxy statement/prospectus and other

relevant materials (when they become available), and any other

documents filed by NewCo or the Company with the SEC, may be

obtained free of charge at the SEC web site at www.sec.gov. In

addition, investors and security holders of the Company may

obtain free copies of the documents filed with the SEC by the

Company by directing a written request to: Naked Brand Group

Inc., 95 Madison Avenue, 10th Floor, New York, New York 10016,

Attention: Investor Relations.

Participants in the Solicitation

Naked and its directors, executive officers and certain other

members of management and employees may be deemed to be

participants in the solicitation of proxies from the stockholders

of Naked in connection with the proposed Business Combination.

Information regarding the participants in the proxy solicitation

of the stockholders of Naked and a description of their direct

and indirect interests, by security holdings or otherwise, will

be contained in the definitive proxy statement/prospectus

regarding the proposed Business Combination and other relevant

materials to be filed with the SEC by Naked when they become

available. Additional information regarding the directors and

executive officers of Naked is also included in Nakeds Annual

Report on Form 10-K for the year ended January 31, 2016 and the

proxy statement for Nakeds 2016 Annual Meeting of Stockholders.

These documents are available free of charge at the SECs web site

(www.sec.gov) and from Investor Relations at Naked at the address

described above.

Forward-Looking Statements

Certain statements either contained in or incorporated by

reference into this Current Report on Form 8-K, other than purely

historical information, including estimates, projections and

statements relating to the Companys or Bendons business plans,

objectives and expected operating results, and the assumptions

upon which those statements are based, are forward-looking

statements within the meaning of Section 27A of the Securities

Act of 1933, as amended, and Section 21E of the Securities

Exchange Act of 1934, as amended. All statements, other than

statements of historical facts, included in or incorporated by

reference into this Current Report regarding strategy, future

operations, future transactions, future financial position,

future revenue, projected expenses, prospects, plans and

objectives of management are forward-looking statements. Examples

of such statements include, but are not limited to, statements;

the structure, timing and completion of the proposed Business

Combination; , the transactions contemplated thereby or any other

actions to be taken in connection therewith; the Companys

continued listing on the NASDAQ Capital Market until closing of

the proposed Business Combination; the Companys continued

compliance with the minimum shareholders equity requirements at

the time of the Companys next periodic report; NewCos anticipated

listing on the NASDAQ Capital Market in connection with the

closing of the proposed Business Combination; expectations

regarding the capitalization, resources and ownership structure

of the combined company; the adequacy of the combined companys

capital to support its future operations; the Companys and

Bendons plans, objectives, expectations and intentions; the

nature, strategy and focus of the combined company; the executive

and board structure of the combined company; and expectations

regarding voting by the Companys stockholders. The Company and/or

Bendon may not actually achieve the plans, carry out the

intentions or meet the expectations disclosed in the

forward-looking statements and you should not place undue

reliance on these forward-looking statements. Such statements are

based on managements current expectations and involve risks and

uncertainties. Actual results and performance could differ

materially from those projected in the forward-looking statements

as a result of many factors, including, without limitation, risks

and uncertainties associated with stockholder approval of and the

ability to consummate the proposed Business Combination through

the process being conducted by the Company, NewCo and Bendon, the

ability of the Company, NewCo and Bendon to enter into a

definitive agreement and consummate such transaction, the risk

that one or more of the conditions to closing of the Business

Combination may not be satisfied, including, without limitation,

the effectiveness of the registration statement to be filed with

the SEC or the listing of NewCos ordinary shares on the NASDAQ

Capital Market, the lack of a public market for ordinary shares

of NewCo and the possibility that a market for such shares may

not develop, the ability to project future cash utilization and

reserves needed for contingent future liabilities and business

operations, the availability of sufficient resources of the

combined company to meet its business objectives and operational

requirements, the ability to realize the expected synergies or

savings from the proposed Business Combination in the amounts or

in the timeframe anticipated, the risk that competing offers or

acquisition proposals will be made, the ability to integrate

Nakeds and Bendons businesses in a timely and cost-efficient

manner, the inherent uncertainty associated with financial

projections, and the potential impact of the announcement or

closing of the proposed Business Combination on customer,

supplier, employee and other relationships. The Company disclaims

any intent or obligation to update these forward-looking

statements to reflect events or circumstances that exist after

the date on which they were made.

About Naked Brand Group Inc. (NASDAQ:NAKD)

Naked Brand Group Inc. is an apparel and lifestyle brand company. The Company is focused on innerwear products for women and men. The Company designs, manufactures and sells men’s and women’s underwear, intimate apparel, loungewear and sleepwear under Naked brand name. The Company sells its products through retail partners and direct to consumer through its online retail store www.wearnaked.com. The Company offers a range of innerwear products for men, including boxer briefs, trunks, briefs, undershirts, t-shirts, lounge pants, lounge shorts and robes. Its primary men’s collections include Luxury, Active and Essential. Its women’s collections include a range of products, such as boyshorts, hipsters, lounge pants and tops, camisoles, tank tops, pajamas, chemises and sleepshirts. The Company also makes French Terry robes, as well as Double Gauze woven cotton sleepwear. Naked Brand Group Inc. (NASDAQ:NAKD) Recent Trading Information

Naked Brand Group Inc. (NASDAQ:NAKD) closed its last trading session up +0.21 at 2.47 with shares trading hands.