Naked Brand Group Inc. (NASDAQ:NAKD) Files An 8-K Other Events

Item 8.01

On March 17, 2017, Naked Brand Group Inc. (the Company) received
written notice from the Listing Qualifications Staff of the
Nasdaq Stock Market (Nasdaq) informing the Company that Nasdaq
has determined that the Company regained compliance with Nasdaq
Listing Rule 5550(b), which requires the Company to maintain a
minimum of $2,500,000 in stockholders equity (the Minimum
Stockholders Equity Requirement). As provided in the notice and
as previously disclosed by the Company, if the Company fails to
evidence compliance with the Minimum Stockholders Equity
Requirement upon filing its next periodic report, the Companys
common stock may be subject to delisting from the Nasdaq Capital
Market.

As previously disclosed in the Companys Current Report on Form
8-K filed with the U.S. Securities and Exchange Commission (SEC)
on September 27, 2016, the Company received written notice Nasdaq
notifying the Company that it was not in compliance with the
Minimum Stockholders Equity Requirement. As previously disclosed
in the Companys Current Report on Form 8-K filed with the SEC on
January 18, 2017, the Company provided Nasdaq with a plan to
regain compliance with the Minimum Stockholders Equity
Requirement and was subsequently granted an extension of up to
180 calendar days from the date of the initial notice, or until
March 22, 2017, to evidence compliance therewith. As previously
disclosed in the Companys Current Report on Form 8-K filed with
the SEC on March 14, 2017, the Company recently completed several
transactions which enabled it to regain compliance with the
Minimum Stockholders Equity Requirement.

On March 20, 2017, the Company issued a press release with
respect to foregoing. A copy of the press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.

(d)Exhibits.

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 offer, 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. On March 9, 2017, Naked entered into Amendment
No. 2 to the Letter of Intent, dated December 19, 2016, as
amended February 10, 2017, entered into by Naked and Bendon
Limited (Bendon) in connection with a proposed business
combination (the Business Combination). As set forth in the
amendment to the Letter of Intent, it is contemplated that Naked
will merge with and into a subsidiary of a newly formed
Australian holding company (NewCo) which will be the ultimate
parent company of Bendon and Naked. The proposed Business
Combination will be submitted to the stockholders of Naked for
their consideration. In connection therewith, the NewCo, Bendon
and Naked 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 Naked 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, Naked, 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 Naked 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 Naked may obtain free copies of the
documents filed with the SEC by Naked 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 Nakeds 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; Nakeds continued
listing on the NASDAQ Capital Market until closing of the
proposed Business Combination; Nakeds continued compliance with
the minimum shareholders equity requirements at the time of
Nakeds 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; Nakeds 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 Nakeds
stockholders. Naked 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 Naked, NewCo and Bendon, the ability of Naked, 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. Naked 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 +0.10 at 2.40 with shares trading hands.