UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) August 11, 2016

 

Naked Brand Group Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   001-37662   99-0369814
(State or other   (Commission   (IRS Employer
jurisdiction
of incorporation) 		  File Number)   Identification No.)

  

10 th Floor – 95 Madison Avenue, New York, NY 10016

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code 212.851.8050

 

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

 

As previously disclosed in the Current Report on Form 10-K filed by Naked Brand Group Inc. (the “Company”) with the U.S. Securities and Exchange Commission on August 9, 2016, the Company held its 2016 annual meeting of stockholders on August 3, 2016 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved amendments to the Company’s Articles of Incorporation to (i) increase the number of authorized shares of common stock from 11,250,000 shares to 18,000,000; and (ii) to provide authority to issue up to 2,000,000 shares of blank check preferred stock (collectively, the “Amendments”). The Amendments became effective August 11, 2016 upon the Company’s filing of a Certificate of Amendment to the Company’s Articles of Incorporation with the Nevada Secretary of State (the “Certificate of Amendment”). A copy of the full text of the Amendments is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure.

 

On August 12, 2016, the Company posted an updated corporate presentation on its website at nakedbrands.com. A copy of the presentation is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

  

The information in Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. The information in Item 7.01 of this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing or document.

 

Item 9.01 Financial Statements

 

(d) Exhibits

 

3.1* Full Text of Amendments effective August 11, 2016.
99.1** Updated Presentation dated August 2016.

* Filed electronically herewith.

** Furnished herewith.

 

 

 

 

SIGNATURES

 

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.

 

  NAKED BRAND GROUP INC.  
     
  By: /s/ Kai-Hsiang Lin  
    Kai-Hsiang Lin  
    Vice President of Finance  
     
     
  Date:  August 12, 2016  

 

 

 

 

EXHIBIT INDEX

 

3.1* Full Text of Amendments effective August 11, 2016.
99.1** Updated Presentation dated August 2016.

* Filed electronically herewith.

**Furnished herewith.

 

 

 

 

Exhibit 3.1

 

NAKED BRAND GROUP INC.

 

FULL TEXT OF CERTIFICATE OF AMENDMENT

 

1.           Article III, Section 1.01 is hereby amended and restated in its entirety as follows:

 

“ Section 1.01 Number and Classes .           The aggregate number of shares of capital stock that the Corporation will have the authority to issue is twenty million (20,000,000) shares, of which eighteen million (18,000,000) shares will be designated common stock, par value of $0.001 per share (the “Common Stock”), and two million (2,000,000) shares will be blank check preferred stock, par value of $0.001 per share (the “Preferred Stock”).”

 

2.           Article III, Section 1.02 is hereby amended and restated in its entirety as follows:

 

“ Section 1.02 Blank Check Preferred Stock .           The Board of Directors of the Corporation (the “Board of Directors”) is authorized, subject to the limitations prescribed in this Article III, to provide for the issuance of the shares of blank check preferred stock in series, and by filing a certificate pursuant to the applicable law of the State of Nevada, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations and restrictions thereof. The authority of the Board of Directors with respect to each series of Preferred Stock will include, but not be limited to, the rights to determine the following:

 

(i) The number of shares constituting that series of Preferred Stock and the distinctive designation of that series, which may be a distinguishing number, letter or title;

 

(ii) The dividend rate on the shares of that series of Preferred Stock, whether dividends will be cumulative, and if so, from which date(s), and the relative rights of priority, if any, of payment of dividends on shares of that series;

 

(iii) Whether that series of Preferred Stock will have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

 

(iv) Whether that series of Preferred Stock will have conversion privileges and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors determines;

 

(v) Whether or not the shares of that series of Preferred Stock will be redeemable and, if so, the terms and conditions of such redemption, including the date or date upon or after which they are redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

 

(vi) Whether that series of Preferred Stock will have a sinking fund for the redemption or purchase of shares of that series and, if so, the terms and amount of such sinking fund;

 

 

 

 

(vii) The rights of the shares of that series of Preferred Stock in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series; and

 

(viii) Any other relative rights, preferences and limitations of that series of Preferred Stock.

 

Each series of serial Preferred Stock, in preference to the Common Stock, will be entitled to dividends from funds or other assets legally available therefore, at such rates, payable at such times and cumulative to the extent as may be fixed by the Board of Directors pursuant to the authority herein conferred upon it. In the event of dissolution or liquidation of the Corporation, voluntary or involuntary, the holders of serial Preferred Stock, in preference to the Common Stock, will be entitled to receive such amount or amounts as may be fixed by the Board of Directors pursuant to the authority herein conferred upon it. Preferred Stock of any series redeemed, converted, exchanged, purchased or otherwise acquired by the Corporation shall be canceled by the Corporation and returned to the status of authorized but unissued Preferred Stock. All shares of any series of serial Preferred Stock, as between themselves, shall rank equally and be identical; and all series of serial Preferred Stock, as between themselves, shall rank equally and be identical, except as set forth in resolutions of the Board of Directors authorizing the issuance of the series.”

 

 

2  

 

Exhibit 99.1

 

1 NASDAQ: NAKD The Freedom to be You August 2016 NASDAQ: NAKD

 

 

2 NASDAQ: NAKD This presentation contains forward - looking statements, which reflect the expectations of management of Naked with respect to potential future events . Forward - looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future . Such forward - looking statements include, but are not limited to comments regarding : ( i ) expanding into women’s sleepwear and intimates in 2015 and 2016 ; (ii) Naked’s marketing plans, including integrated social media campaign and the Naked Truth™ campaign ; ( iii) Naked’s 2015 and future outlook, including launching Naked’s women’s sleepwear and loungewear as well as men’s loungewear in 2015 and Naked’s women’s intimates program for 2016 . ; (iv) the launch of Naked’s WADE x NAKED collection in 2016 ; and (v) Naked’s plans to grow distribution and sales and to expand into additional product areas such as socks, hosiery, swimwear, athleisure apparel or home products . These forward - looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements . Actual results and the timing of events could differ materially from those anticipated in the forward - looking statements as a result of such risks and uncertainties, which include, without limitation : Naked’s ability to generate additional financing in the future ; general economic conditions and economic uncertainty in the global markets ; current and continuing fashion trends ; continued demand for and success of Naked’s brand image and reputation ; unexpected increases in the price of raw materials or their reduced availability ; Naked’s ability to sustain its past growth or manage its future growth ; Naked’s ability to retain its key management personnel ; continued protection of Naked’s trademark and other proprietary intellectual property rights ; legal, regulatory, political and economic risks ; the highly competitive market for innerwear and other products proposed to be developed and launched by Naked ; Naked’s inability to deliver its products to the market and to meet customer expectations due to problems with its distribution system or other unanticipated problems ; Naked’s failure to obtain the financing it requires to grow its business ; Naked’s inability to expand its sales or product lines ; Naked’s inability to generate growth of the sales of its current and future products ; Naked’s inability to penetrate and generate successful operations in global markets ; and other risk factors detailed in Naked’s reports filed with the Securities and Exchange Commission and available at www . sec . gov . You are urged to consider these factors carefully in evaluating the forward - looking statements contained herein and are cautioned not to place undue reliance on such forward - looking statements, which are qualified in their entirety by these cautionary statements and the risk factors set forth in Naked’s quarterly and annual reports filed with the Securities and Exchange Commission and available at www . sec . gov . Readers are cautioned that the foregoing factors are not exhaustive . Forward - looking statements in this presentation are made as of the date hereof and Naked disclaims any intent or obligation to update publicly such forward - looking statements, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws . FORWARD LOOKING STATEMENTS

 

 

3 NASDAQ: NAKD Growing Distribution Powerful Brand Outstanding Product & Impactful Marketing Proven Leadership We H ave Built the Foundation for Growth… Strong Operations & Capital Markets Platform

 

 

4 NASDAQ: NAKD We are Naked We are a Men’s and Women’s lifestyle brand based in New York that aspires to greatness. Our initial focus is on the $23B U.S. Innerwear market where we see enormous white space for our brand. We are committed to growth through product innovation and impactful customer engagement. We are led by industry veterans with successful track records. Right Brand – Right Market – Right Time

 

 

5 NASDAQ: NAKD Our Mission To create a new standard for how products worn close to the skin fit, feel and function.

 

 

6 NASDAQ: NAKD Our Manifesto Our products empower personal freedom. We believe that as every new day begins or ends, the foundation you wear closest to your skin should let the real you shine through. Because the real you is all that really matters.

 

 

7 NASDAQ: NAKD In a Large Market Ripe for Innovation… *2014 – NPD Group, Inc. • $23.1 Billion U.S . Innerwear Market in F2015* • Women are the key target customer • Intimates & sleepwear >75% of the market • Women drive >50% of men’s product spend • White Space Market Opportunities • Innovation @ premium prices • Superior quality & design @ mid - tier prices • Underserved segments  plus size women $4.3 Billion Men’s Underwear* $17.8 Billion Women’s Intimates & S leepwear *

 

 

8 NASDAQ: NAKD Carole Hochman CEO & Chief Creative Officer Renowned designer and sleepwear pioneer, Carole is considered one of the single most influential women in the intimate apparel and sleepwear business in the United States. Proven Leadership

 

 

9 NASDAQ: NAKD Martha Olson Paul Hayes, CPA Accomplished Board of Directors Jesse Cole Andrew Kaplan Investor & Capital Markets Strategy David Hochman Vice Chairman

 

 

10 NASDAQ: NAKD Strong Sales Growth Q1 2017 (Calendar ‘16) Year - End Jan 31, 2016 (unaudited) Year - End Jan 31, 2015 (unaudited) Net Sales (1) $1,389,414 $557,212 Q1 Ending April 30, 2016 $447,627 $259,366 ① 149% YTD growth over 2015; 72% growth from Q1 2016 ② Positive margin vs. negative margin for previous year; ③ Achieved 32% Gross Margin Q1 ④ Positive contribution from sales on wearnaked.com

 

 

11 NASDAQ: NAKD Progress Highlights - Quarter Ending April 30 th 2016 26.2% 31.2% Gross Margin ↑ production efficiencies ↑ B2C sales $30K $105K Direct Online Sales 55% 45% Men's Women's New Men’s Distribution $250K Test Order $6 Million Joint Factoring Agreement Women’s Revenue Impact Women’s mid - tier sub - brand targeting high volume stores

 

 

12 NASDAQ: NAKD New, Highly Experienced Sales Team Pat Larkin VP of Sales Rocco Damiano National Sales Manager Jenn Gossweiler In - House Account Manager Iris Arenson In - House Account Manager Sara Belon In - House Account Manager Independent Reps Key Focus: grow women’s sales and expand distribution channels • Department Stores • Online & Specialty • Boutiques • Mid - tier, high volume stores

 

 

13 NASDAQ: NAKD For Her Women’s Intimates

 

 

14 NASDAQ: NAKD For Her Women’s Sleep & Loungewear

 

 

15 NASDAQ: NAKD For Him Men’s Underwear & Loungewear

 

 

16 NASDAQ: NAKD NAKED KUDOS "Versatile and seamless, the lightweight Microfiber Brief from Naked will leave you feeling as if you aren’t wearing anything at all. It gives you minimal coverage with just the right amount of support." "Sony Pictures ordered 75 pairs [of Naked Microfiber] for Andrew Garfield to wear during production on The Amazing Spider - Man 2, which may explain why the web - slinger makes zooming around downtown New York seem so effortless — there’s no chance anything is riding up." - E Online "These Naked boxer briefs are smooth and sleek for your confident beau. He'll adore them because they're luxuriously soft and seamless, it's like wearing nothing at all." My new favorite underwear!!! These are amazingly comfortable. I truly forgot I was wearing underwear all day long . – David THE NAKED KUDOS “Socially responsible, incredibly comfortable and not bad looking at all.” "Versatile and seamless, the lightweight Microfiber Brief from Naked will leave you feeling as if you aren’t wearing anything at all. It gives you minimal coverage with just the right amount of support." “Comfortable underwear designed for exercise.” "Sony Pictures ordered 75 pairs [of Naked Microfiber] for Andrew Garfield to wear during production on The Amazing Spider - Man 2, which may explain why the web - slinger makes zooming around downtown New York seem so effortless — there’s no chance anything is riding up." “Restock your underwear drawer and shop the entire site.”

 

 

17 NASDAQ: NAKD Exclusive Endorsement • Dwyane will promote Naked brand and spearhead Naked Truth campaign Collaboration • Dwyane joined Advisory Board to help grow Naked business by sharing insights, contacts and relationships Exclusive License • Multi - year worldwide for innerwear • WADE x NAKED – Launching October 2016 Dwyane Wade Partnership

 

 

18 NASDAQ: NAKD WADE x NAKED SEPTEMBER 2016

 

 

19 NASDAQ: NAKD Core Distribution is Expanding Established Channels Key Targets in Discussion

 

 

20 NASDAQ: NAKD New Growth Drivers: naked comfort Sub - Brand Positioning • Targeting Mid - Tier Price Point • 30 - 40% below current retail price Product Differentiation • High quality at affordable prices • Attractive prints & patterns • Size range up to 3XL Distribution Strategy • High Volume Channels • JC Penney, Belk, Dillard’s, TJ Maxx, Marshalls, Costco, Sam’s Club, Target

 

 

21 NASDAQ: NAKD Growing Direct Internet Business • Launched new site in May 2016 • Sales grew from 30K to 105K in Q1 • Facebook and email blast key drivers

 

 

22 NASDAQ: NAKD Current Cap Table – Pro Forma As of May 25th, 2016 Total Shares Public Float ( non - affiliate) Issued & Outstanding 6,069,982 5,102,240 Value @ $1.65 $10 Million $8.4 Million (1) Management, Board & Affiliate Hold ~28% of Fully Diluted Ownership As of February 29, 2015 Total Shares Exercise Price Added Cash Callable Cash Warrants 784,852 $6.00 $4,709,112 Vesting Cash Warrants 464,757 $4.80 - 5.11 $2,025,209 >$8 Warrants 395,589 $4.00 - 10.00 Vested Options 908,405 $4.40 - 30.00 Unvested Options 1,282,869 $4.40 - 10.00 Fully Diluted (1) 9,966,454 $6,734,321

 

 

23 NASDAQ: NAKD Key Objectives Achieved Leverage Capital Markets Platform Improve Margins & Efficiency Focus on Revenue Growth Key Accomplishments & 2016 Outlook • Focus on increasing blended margin while maintaining quality • Shorten production lead times • Establish operational foundation for growth • Launch women’s intimates, sleep & loungewear lines • Grow distribution for men’s and establish women’s distribution \ • Uplist to Nasdaq and secure capital for continued growth • Establish and grow women’s business in retail, online and direct - to - consumer • Accelerate growth of men’s business by refining collections and making prices more competitive • Leverage Wade x Naked launch to expand direct , retail and online distribution channels • Pursue targeted acquisitions to accelerate growth and create financial synergy Right brand, right market, right time.

 

 

24 NASDAQ: NAKD THANK YOU! www. wearnaked .com