Naked Brand Group Inc. (NASDAQ:NAKD) Files An 8-K Entry into a Material Definitive Agreement
Item1.01. Entry Into a Material Definitive Agreement.
Entry into Securities Purchase Agreement.
On February 10, 2017, Naked Brand Group Inc. (the Company)
entered into an At The Market Offering Agreement (the Agreement)
with Maxim Group LLC (Maxim) to which the Company may sell from
time to time, up to an aggregate of $5,000,000 of shares of the
Companys common stock, par value $0.001 per share (the Shares),
through Maxim, as sales agent. Any Shares offered and sold in the
Offering will be issued 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 prospectus and the prospectus supplement relating to the
Offering that forms a part of the Form S-3.
Subject to the terms and conditions of the Agreement, Maxim will
use its commercially reasonable efforts to sell the Shares from
time to time, based on the Company’s instructions. Under the
Agreement, Maxim may sell the Shares by any method permitted by
law deemed to be an at the market offering as defined in Rule 415
promulgated under the Securities Act of 1933, as amended (the
Securities Act), including, without limitation, sales made
directly on the Nasdaq Capital Market.
The Company is not obligated to make any sales of Shares under
the Agreement. The offering of the Shares of Common Stock to the
Agreement will terminate upon the earlier of (i) the sale of all
Common Stock subject to the Agreement or (ii) termination of the
Agreement in accordance with its terms.
Under the terms of the Agreement, Maxim will be entitled to a
commission at a fixed rate of 3.5% of the gross sales price of
Shares sold under the Agreement. The Company will also reimburse
Maxim for certain expenses incurred in connection with the
Agreement, and agreed to provide indemnification and contribution
to Maxim with respect to certain liabilities under the Securities
Act and the Securities Exchange Act of 1934, as amended.
The foregoing summary of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the
Agreement, a copy of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K (this Current Report).
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.
This Current Report shall not constitute an offer to sell or the
solicitation of an offer to buy any of the Shares, nor shall
there be any sale of the Shares in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such state or jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit No. | Description |
| 5.1 | Opinion of Duane Morris LLP* |
| 10.1 |
At The Market Agreement dated February 10, 2017, between Naked Brand Group Inc. and Maxim Group LLC.* |
| 23.1 | Consent of Duane Morris LLP (included in Exhibit 5.1)* |
* Filed herewith.
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 down -0.01 at 2.84 with shares trading hands.