mogo_6k.htm

0001477932-21-000620.txt : 20210203 0001477932-21-000620.hdr.sgml : 20210203 20210203144231 ACCESSION NUMBER: 0001477932-21-000620 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210203 FILED AS OF DATE: 20210203 DATE AS OF CHANGE: 20210203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Mogo Inc. CENTRAL INDEX KEY: 0001602842 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38409 FILM NUMBER: 21585801 BUSINESS ADDRESS: STREET 1: 2100-401 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6B 5A1 BUSINESS PHONE: 604-659-4380 MAIL ADDRESS: STREET 1: 2100-401 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6B 5A1 FORMER COMPANY: FORMER CONFORMED NAME: Mogo Finance Technology Inc. DATE OF NAME CHANGE: 20140317 FORMER COMPANY: FORMER CONFORMED NAME: Mogo Finance Technology, Inc. DATE OF NAME CHANGE: 20140317 6-K 1 mogo_6k.htm FORM 6-K mogo_6k.htm

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 February 2021

Commission File Number: 001-38409

Mogo Inc.

(Name of registrant)

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.

x Form 20-F

o 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): o

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): o

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.

	Mogo Inc.

Date: February 3, 2021	By:	/s/ Gregory Feller
	Name:	Gregory Feller
	Title:	President & Chief Financial Officer

Form 6-K Exhibit Index

Exhibit Number		Document Description

99.1		Material change report dated February 3, 2021 announcing the closing of its acquisition of Carta Solutions Holding Corporation.

EX-99.1 2 mogo_ex991.htm MATERIAL CHANGE REPORT mogo_ex991.htm

Exhibit 99.1

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

January 25, 2021

Item 3. News Release

A news release was disseminated on January 26, 2021 via BusinessWire.

Item 4. Summary of Material Change

The Company announced the closing of its acquisition (the "Acquisition") of Carta Solutions Holding Corporation ("Carta"). Under the terms of the Acquisition, Mogo acquired all of the issued and outstanding securities of Carta in exchange for the issuance of 10,000,000 common shares of Mogo ("Mogo Shares").

Item 5. Full Description of Material Change

5.1 Full Description of Material Change

Under the terms of the Acquisition, Mogo acquired all of the issued and outstanding securities of Carta in exchange for the issuance of 10,000,000 Mogo Shares. The Mogo Shares have been issued to an intermediary limited partnership and will not begin to be distributed to former holders of Carta securities, including management, until the earlier of (i) the date on which the 10-day volume-weighted average price of Mogo Shares on the Toronto Stock Exchange equals $7.45 per Mogo Share or higher, and (ii) September 30, 2022 (or December 31, 2021, in the case of former holders of certain Carta notes issued in 2019). Upon completion of the Acquisition, Carta became a wholly-owned subsidiary of Mogo. Carta is expected to continue to operate on a substantially separate basis to Mogo.

Christopher Payne, Carta’s lead director, has joined Mogo’s board concurrent with the closing of the Acquisition.

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 1-604-659-4380.

Item 9. Date of Report

February 3, 2021.