Business Context and Reporting Period
This Form 6-K filing by Naked Brand Group Limited (not Cenntro Inc.) covers the month of August 2020, specifically reporting on a material definitive agreement entered into on August 18, 2020. The registrant is a foreign private issuer based in Auckland, New Zealand.
Key Financial Metrics
The filing does not provide comprehensive financial statements, revenue, profit, or cash flow data. The only specific financial metric disclosed is the aggregate outstanding balance of the Amended Convertible Promissory Note, which was approximately $4,468,000 as of August 17, 2020. The closing price of the Company's ordinary shares on that date was $0.31.
Material Changes
The primary material change is the execution of a Global Amendment to a Convertible Promissory Note issued on February 11, 2020, with St. George Investments LLC. Key terms of the amendment include:
- Conversion Price: Subject to Company approval, the holder may convert the note at a price equal to at least 75% of the lowest daily volume-weighted average price of the Company's shares over the preceding 20 trading days, subject to a floor price.
- Affiliated Holder Rights: The amendment does not affect the right of an Affiliated Holder to convert at a fixed price of $4.00 per share without Company approval.
- Prior Notes: The Company previously issued notes to the Holder and an affiliate (Iliad Research and Trading, L.P.) between October 2019 and April 2020. These prior notes have been fully converted into 35,746,486 ordinary shares.
Guidance, Outlook, and Risks
The filing contains no management guidance, outlook, or discussion of general business risks. It includes a standard disclaimer stating that the agreement's representations and warranties were made solely for the benefit of the parties to the agreement and may not reflect current conditions. The document notes that the information is incorporated by reference into the Company's registration statements on Form F-3.
Investor Verification Checklist
- Verify the exact floor price specified in the attached Global Amendment (Exhibit 10.1), as the text states a floor exists but does not list the specific value.
- Confirm the current status of the $4,468,000 Amended Note to determine if conversion has occurred since August 2020.
- Review the impact of the 35,746,486 shares issued from prior note conversions on current share count and dilution.
- Check subsequent filings for any further amendments to the conversion terms or additional debt issuances.