Business Context and Reporting Period
This Form 6-K filing by Naked Brand Group Limited (the "Company") covers the month of January 2020, with the report dated January 24, 2020. The filing discloses an "Other Event" regarding a temporary amendment to a Convertible Promissory Note issued to St. George Investments LLC.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, or overall liquidity positions. The only specific financial figures disclosed relate to the debt instrument amendment:
- Convertible Note Principal: Up to $400,000 of the outstanding balance is eligible for conversion under the amendment.
- Original Conversion Price: $4.00 per share.
- Amended Conversion Price: $0.8325 per share (temporary reduction).
Material Changes
On January 23, 2020, the Company and St. George Investments LLC agreed to amend a Convertible Promissory Note originally issued on December 19, 2019. The material change involves a temporary reduction of the conversion price from $4.00 to $0.8325. This reduced price is effective from January 23, 2020, through January 30, 2020, or until the maximum $400,000 conversion amount is reached, whichever occurs first. The price will revert to $4.00 immediately thereafter.
Guidance, Outlook, and Risks
The filing contains no management commentary, forward-looking guidance, or specific risk factors beyond the terms of the note amendment. The document notes that the information is incorporated by reference into the Company's registration statements on Form F-3 (File Nos. 333-226192, 333-230757, 333-232229, and 333-235801).
Investor Verification Checklist
- Verify the total outstanding balance of the Convertible Promissory Note issued on December 19, 2019, to determine the proportion of debt subject to the $400,000 conversion cap.
- Confirm the number of shares that would be issued if the full $400,000 is converted at the reduced price of $0.8325 versus the original price of $4.00 to assess potential dilution.
- Review the referenced Form F-3 registration statements for broader context on the Company's capital structure and liquidity.
- Check subsequent filings to confirm whether the conversion occurred and if the price reverted to $4.00 as scheduled.