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) January 31, 2017

Naked Brand Group Inc.

(Exact name of registrant as specified in its charter)

10^th Floor – 95 Madison Avenue, New York, NY 10016

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code 212.851.8050

N/A

(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):

Item 7.01 Regulation FD Disclosure

On January 31, 2017, Naked Brand Group Inc. (“Naked”) will be giving an investor presentation at NobleCon Thirteen, the official conference of NOBLE Capital Markets, Inc. The investor presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Additional Information and Where to Find It

The investor presentation does not constitute the solicitation of any vote or approval. On January 18, 2017, Naked announced that it had entered into a letter of intent (“LOI”) with Bendon Limited (“Bendon”), for a proposed merger of the companies (the “Merger”). Completion of the Merger is subject to the negotiation of a definitive merger agreement (the “Merger Agreement”) between the parties, satisfaction of the conditions negotiated therein and approval of the Merger by Naked’s stockholders. Accordingly, there can be no assurance that a Merger Agreement will be entered into or that the proposed Merger will be consummated. Further, those portions of the previously announced LOI that described the proposed Merger, including the consideration to be issued therein, is non-binding. Assuming Naked and Bendon enter into the Merger Agreement, the parties will look to seek shareholder approval from Naked’s shareholders. In connection therewith, Naked intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a definitive proxy statement. Such documents are not currently available. Before making any voting or investment decision with respect to the Merger, investors and security holders of Naked are urged to read the definitive proxy statement 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 Naked, Bendon and the proposed Merger. The definitive proxy statement and other relevant materials (when they become available), and any other documents filed by 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.

This Current Report on Form 8-K and the investor presentation furnished as an exhibit hereto 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.

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 Merger. 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 regarding the proposed Merger 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 Naked’s Annual Report on Form 10-K for the year ended January 31, 2016, and the proxy statement for Naked’s 2016 Annual Meeting of Stockholders. These documents are available free of charge at the SEC’s web site (www.sec.gov) and from Investor Relations at Naked at the address described above.

Note About Financial Information

Certain of Bendon’s financial information contained in the investor presentation is unaudited and/or was prepared by Bendon as a private company and do not necessarily conform to Regulation S-X. Accordingly, such financial information will be adjusted and presented differently in Naked’s filings with the SEC.

Additionally, certain financial projections of Bendon contained in the investor presentation, such as those relating to revenue and gross margins on net sales, are forward-looking statements (see note below on forward-looking statements) that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Bendon’s control. There will be differences between actual and projected results, and actual results may be materially greater or materially less than those contained in the investor presentation. The inclusion of the projections in the investor presentation should not be regarded as an indication that Bendon or its representatives considered or consider the projections to be a reliable prediction of future events, and reliance should not be placed on the projections.

Bendon has not warranted the accuracy, reliability, appropriateness or completeness of the projections to anyone, including to Naked. Neither Bendon’s management nor any of its representatives has made or makes any representation to any person regarding the ultimate performance of Bendon compared to the information contained in the projections, and none of them intends to or undertakes any obligation to update or otherwise revise the projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events in the event that any or all of the assumptions underlying the projections are shown to be in error. Accordingly, they should not be looked upon as “guidance” of any sort.

Forward-Looking Statements

Certain statements contained in this Current Report on Form 8-K and in the investor presentation, other than purely historical information, including estimates, projections and statements relating to Naked’s, Bendon’s and/or the combined company’s 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 on Form 8-K and/or the investor presentation regarding strategy, future operations, 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 relating to the structure, timing and completion of the proposed Merger; Naked’s continued listing on the NASDAQ Capital Market until closing of the proposed Merger; the combined company’s listing on the NASDAQ Capital Market after closing of the proposed Merger; when Naked expects to seek shareholder approval of the Merger; expectations regarding the capitalization, resources and ownership structure of the combined company; the adequacy of the combined company’s capital to support its future operations; Naked’s, Bendon’s and combined company’s plans, objectives, expectations and intentions; the nature, strategy and focus of the combined company; anticipated growth rates; potential future acquisitions; the executive and board structure of the combined company; and expectations regarding voting by Naked’s 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 management’s 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 Merger through the process being conducted by Naked and Bendon, the ability of Naked to enter into a definitive agreement regarding the Merger and to consummate such transaction, 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 Merger in the amounts or in the timeframe anticipated, the risk that competing offers or acquisition proposals will be made, the ability to integrate Naked’s and Bendon’s 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 Merger 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.

The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.

EXHIBIT INDEX