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

Item1.01.

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.

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.

(d)Exhibits.

*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.

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