UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 24, 2012
Naked Brand Group Inc.
(Exact name of registrant as specified in its charter)
Nevada | 000-52381 | N/A |
(State or other jurisdiction | (Commission | (IRS Employer |
of incorporation) | File Number) | Identification No.) |
2 34346 Manufacturers Way, Abbotsford, BC V2S
7M1
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code 877.592.4767
Not Applicable
(Former name or former address,
if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.02 Unregistered Sales of Equity Securities.
On September 24, 2012, we sold an aggregate of 200,000 units at a price of $0.50 per unit for gross proceeds of $100,000. Each unit consists of one share of common stock and one share purchase warrant. Each warrant is exercisable into one share of common stock at a price of $0.75 per share for a period of two years. We paid a cash finders fee of $3,000 in connection with the financing to a non-U.S. person (as that term is defined in Regulation S of the Securities Act of 1933, as amended). We issued the units to one non-U.S. person (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction in which we relied on the exemptions from the registration requirements provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NAKED BRAND GROUP INC.
By:
/s/ Joel Primus
Joel Primus
President and
Director
Date: September 28, 2012