UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June, 2020
Commission File Number: 001-38409
| Mogo Inc. |
| (formerly Mogo Finance Technology Inc.) |
2100-401 West Georgia St.
Vancouver, British Columbia
V6B 5A1, Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
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| ☒ Form 20-F | ☐ Form 40-F |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
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, thereunto duly authorized.
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| Mogo Inc. | ||
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| Date: June 8, 2020 | By: | /s/ Gregory Feller | |
| Name: | Gregory Feller | ||
| Title: | President & Chief Financial Officer | ||
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Form 6-K Exhibit Index
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EXHIBIT 99.1
Mogo Announces Shares For Debt Issuance
Vancouver, British Columbia, June 5, 2020 – Mogo Inc. (TSX:MOGO) (NASDAQ:MOGO) (“Mogo” or the “Company”), one of Canada’s leading financial technology companies, today announced that it has agreed to issue an aggregate of 426,944 common shares (each, a “Common Share”) at a deemed price of $1.2566 per Common Share (the “Issue Price”) to settle the payment of certain fees and indebtedness owing by Mogo for services provided to the Company.
198,949 Common Shares are being issued to each of Raymond James Ltd. and Eight Capital (the “Financial Advisors”) in payment of a $250,000 success fee payable to each of them with respect to the successful approval of certain amendments to the Company’s 10.0% senior secured convertible debentures (the “Amendments”). The Issue Price was determined with reference to the volume-weighted average price of the common shares of the Company on the Toronto Stock Exchange (the “TSX”) during the five-day period ending on May 22, 2020, being the date on which the Amendments were approved. 29,046 Common Shares are being issued to a creditor of the Company (the “Creditor”) owing in connection with services provided by the Creditor. Issuance of the Common Shares is subject to approval of the TSX.
The Common Shares are being qualified by a prospectus supplement (the “Supplement”) to Mogo’s short form base shelf prospectus (the “Shelf Prospectus”) dated December 5, 2019, which is being filed today with the applicable securities regulatory authorities in Canada. No securities will be issued to any person other than the Financial Advisors and the Creditor pursuant to the Supplement. Copies of the Supplement and the Shelf Prospectus will be available on SEDAR at www.sedar.com.
Postmedia Amendment
The Company also announced that the amendment to the Common Share purchase warrants held by Postmedia Network Inc. (“Postmedia”) that was announced on June 3, 2020 will result in the exercise price of all such warrants being amended to $1.292. This amendment, as well as the extension of the term of certain warrants issued to Postmedia in 2016 that was announced on February 6, 2020, will be effective on or around June 17, 2020. Upon effectiveness of these amendments, Postmedia will hold an aggregate of 1,196,120 Common Share purchase warrants of Mogo exercisable at a price of $1.292, 1,546,120 of which will expire on January 25, 2023 and 350,000 of which will expire on August 24, 2023.
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Forward-Looking Statements
This news release may contain “forward-looking statements” within the meaning of applicable securities legislation, including statements regarding the issuance of the Common Shares and the effectiveness of the amendments to the warrants held by Postmedia. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management at the time of preparation, are inherently subject to significant business, economic and competitive uncertainties and contingencies, and may prove to be incorrect. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual financial results, performance or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. Mogo’s growth, its ability to expand into new products and markets and its expectations for its financial performance for 2020 are subject to a number of conditions, many of which are outside of Mogo’s control. For a description of the risks associated with Mogo’s business please refer to the “Risk Factors” section of Mogo’s current annual information form, which is available at www.sedar.com and www.sec.gov. Except as required by law, Mogo disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise
About Mogo
Mogo — a financial technology company — offers a finance app that empowers consumers with simple solutions to help them get in control of their financial wellness. Financial wellness continues to be the #1 source of stress across all demographics and highest among millennials. At Mogo, users can sign up for a free account in only three minutes and begin to learn the 4 habits of financial health and get convenient access to products that can help them achieve their financial goals. The Mogo platform has been purpose-built to deliver a best-in-class digital experience, with best-in-class products all through one account. With more than one million members and a marketing partnership with Canada’s largest news media company, Mogo continues to execute on its vision of becoming the go-to financial app for the next generation of Canadians. To learn more, please visit mogo.ca or download the mobile app (iOS or Android).
For further information:
Craig Armitage
Investor Relations
craiga@mogo.ca
(416) 347-8954
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EXHIBIT 99.2
Form 51-102F3
Material Change Report
Item 1. Name and Address of Company
Mogo Inc. (the "Company" or "Mogo")
2100 – 401 West Georgia Street
Vancouver, British Columbia
V6B 5A1
Item 2. Date of Material Change
May 27, 2020
Item 3. News Release
A news release was disseminated on May 25, 2020 via Canada Newswire.
Item 4. Summary of Material Change
The Company announced that holders (the "Convertible Debentureholders") of its 10.0% convertible senior secured debentures due May 31, 2020 (TSX: MOGO.DB) (the “Convertible Debentures“) passed, at a meeting of Convertible Debentureholders held on Friday, May 22, 2020 (the “Meeting”), an extraordinary resolution approving certain amendments to the indenture governing the Convertible Debentures, including the extension of the maturity date to May 31, 2022.
Item 5. Full Description of Material Change
5.1 Full Description of Material Change
The Company announced that Convertible Debentureholders passed, at the Meeting, an extraordinary resolution approving certain amendments to the indenture governing the Convertible Debentures, including the extension of the maturity date to May 31, 2022.
Convertible Debentureholders voted over 94% in favour of the extraordinary resolution, with over 78% of the outstanding aggregate principal amount of Convertible Debentures being voted.
The Convertible Debentures will continue to trade under the same trading symbol as the original Convertible Debentures subject to the following amendments as approved at the Meeting (collectively, the “Amendments”):
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| ● | Extension of the maturity date of the Convertible Debentures from May 31, 2020 to May 31, 2022; |
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| ● | Reduction of the conversion price of the principal by 45% from $5.00 to $2.75 per common share; |
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| ● | Increase in the frequency of interest payments from semi-annually to quarterly; |
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| ● | Increase in the early conversion trigger from 115% to 125% (such price now equaling $3.4375 per common share based on the amended conversion price) to allow investors greater opportunity to take advantage of a rising share price and thus an extended period to benefit from the coupon payment; |
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| ● | Amendment of the provisions relating to payment of interest upon early conversion so as to ensure that payment of interest through the issuance of common shares is permitted by and complies with applicable securities regulations and stock exchange policies; and |
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| ● | Amendment of the definition of change of control provision to provide the Company with greater flexibility to pursue or enter into a strategic transaction. |
The Company entered into a second supplemental convertible debenture indenture with Computershare Trust Company of Canada to implement the Amendments on May 27, 2020, at which time the Amendments to the Convertible Debentures became effective.
5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Not applicable.
Item 7. Omitted Information
Not applicable.
Item 8. Executive Officer
Gregory Feller, the President and Chief Financial Officer of the Company is knowledgeable about the material change described above. His business telephone number is 1-800-980-6646.
Item 9. Date of Report
June 8, 2020.
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