6-K

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 May 2024

Commission File Number: 001-38409

Mogo Inc.

(formerly known as Mogo Finance Technology Inc.)

516-409 Granville Street

Vancouver, British Columbia

V6C 1T2, 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.

☒ 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.

	Mogo Inc.
Date: May 17, 2024	By:	/s/ Gregory Feller
		Name: Gregory Feller
		Title: President & Chief Financial Officer

2

Form 6-K Exhibit Index

Exhibit Number	Document Description
99.1	Press release dated May 10, 2024, announcing Mogo Extends Maturity of $60 Million Credit Facility to 2026
99.2	Eighth Amendment Agreement dated May 9, 2024
99.3	Material change report dated May 17, 2024

3

EX-99.1

EXHIBIT 99.1

Mogo Extends Maturity of $60 Million

Credit Facility to 2026

Vancouver, British Columbia, May 10, 2024 – Mogo Inc. (NASDAQ:MOGO) (TSX:MOGO) (“Mogo” or the “Company”), a digital wealth and payments business, today announced an amendment to its existing senior credit facility (“Credit Facility”) with funds managed by affiliates of Fortress Investment Group LLC (“Fortress”). The amendment extends the maturity date of the Credit Facility from July 2, 2025 to January 2, 2026.

“We’re pleased to extend our relationship with Fortress which has been an excellent financial partner for our company over the past 10 years,” said Greg Feller, President & CFO. “This facility continues to give us the resources and flexibility we need for our digital lending product.”

About Mogo

Mogo Inc. (NASDAQ:MOGO; TSX:MOGO) is a digital wealth and payments company headquartered in Vancouver, Canada with more than 2 million members, $9.9B in annual payments volume and a ~13% equity stake in Canada’s leading Crypto Exchange WonderFi (TSX:WNDR). Mogo offers simple digital solutions to help its members dramatically improve their path to wealth-creation and financial freedom. MOGO offers commission-free stock trading that helps users thoughtfully invest based on a Warren Buffett approach to long-term investing – while also making a positive impact with every investment. Moka offers Canadians a real alternative to mutual funds and wealth managers that overcharge and underperform with a fully managed investing solution based on the proven outperformance of an S&P 500 strategy, and at a fraction of the cost. Through its wholly owned digital payments subsidiary, Carta Worldwide, Mogo also offers a low-cost payments platform that powers next-generation card programs for companies across Europe and Canada. The Company, which was founded in 2003, has approximately 200 employees across its offices in Vancouver, Toronto, London & Casablanca.

Forward-Looking Statements

This news release may contain “forward-looking statements” within the meaning of applicable securities legislation, including statements regarding the resources and flexibility needed for the Company’s digital lending product. 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 are typically identified by words such as “may”, “will”, “could”, “would”, “anticipate”, “believe”, “expect”, “intend”, “potential”, “estimate”, “budget”, “scheduled”, “plans”, “planned”, “forecasts”, “goals” and similar expressions. 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 future financial performance 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.sedarplus.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.

For further information:

Craig Armitage

Investor Relations

investors@mogo.ca

(416) 347-8954

US Investor Relations Contact

Lytham Partners, LLC

Ben Shamsian

New York | Phoenix

shamsian@lythampartners.com

(646) 829-9701

EX-99.2

EXHIBIT 99.2

EIGHTH AMENDMENT AGREEMENT

dated as of May 9, 2024 among

MOGO FINANCE TECHNOLOGY INC.

as Borrower

Mogo Financial Inc., Mogo Financial (B.C.) Inc., Mogo Financial (Alberta) Inc. and

Mogo Financial (Ontario) Inc.

as Originating Subsidiaries

Carta Solutions Holding Corporation, as a Guarantor

Mogo Inc.

as Parent

DB FSLF 50 LLC

as Administrative Agent, Collateral Agent and Sole Lead Arranger

ADDITIONAL INDEMNITORS

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EIGHTH AMENDMENT AGREEMENT

This EIGHTH AMENDMENT AGREEMENT (this “Amendment”), dated as of May 9, 2024, is entered into by and among MOGO FINANCE TECHNOLOGY INC. (the “Borrower”), MOGO FINANCIAL INC. (“MOGO Financial”), MOGO FINANCIAL (B.C.) INC. (“MOGO B.C.”), MOGO FINANCIAL (ALBERTA) INC. (“MOGO Alberta”) and MOGO FINANCIAL (ONTARIO) INC. (“MOGO Ontario”, and collectively with MOGO Financial, MOGO B.C. and MOGO Alberta, the “Originating Subsidiaries”), CARTA SOLUTIONS HOLDINGS CORPORATION (“Carta”), MOGO INC. (“Parent”) and DB FSLF 50 LLC (“DB FSLF”), as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent (in such capacity, the “Collateral Agent”), and as sole Lead Arranger (in such capacity, the “Arranger”) and the Additional Indemnitors.

RECITALS:

WHEREAS, pursuant to that certain Amended and Restated Revolving Credit and Guarantee Agreement dated as of July 16, 2019 among the Borrower, the Parent, the Originating Subsidiaries, the Administrative Agent, the Collateral Agent, the Arranger, the Additional Indemnitors and the lenders party thereto from time to time (the “Lenders”), as amended by that First Amendment Agreement dated as of December 31, 2019, as further amended by that Second Amendment Agreement dated as of March 30, 2020, as further amended by that Third Amendment Agreement dated as of April 15, 2020, as further amended by that Fourth Amendment Agreement dated as of June 29, 2020, as further amended by that Fifth Amendment Agreement dated as of January 25, 2021, as further amended by that Sixth Amendment Agreement dated as of December 16, 2021, as further amended by that Seventh Amendment Agreement dated as of January 10, 2022, as may be further amended, modified or restated from time to time (the “Credit Agreement”) the Lenders agreed to make certain financial accommodations available to the Borrower;

AND WHEREAS the parties hereto desire to enter into this Amendment to extend the Maturity Date of the Credit Agreement;

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

ARTICLE 1

AMENDMENT

1.1 Section 1.1 (Definitions) of the Credit Agreement is amended by deleting the definition of “Maturity Date” in its entirety and replacing it with the following:

“Maturity Date” means January 2, 2026.

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ARTICLE 2

AFFIRMATION/REPRESENTATION

2.1 Affirmation of Credit Agreement.

Each of the Borrower, the Parent, Carta, each Originating Subsidiary and each Additional Indemnitor hereby expressly affirms all of its obligations and liabilities as set forth in the Credit Agreement and the other Credit Documents and agrees to be bound by and abide by and operate and perform under and pursuant to and comply fully with all of the terms, conditions, provisions, agreements, guarantees, representations, undertakings, warranties, indemnities, grants of security interests and covenants contained in the Credit Agreement and the other Credit Documents, as such obligations and liabilities may be modified by this Amendment, as though the Credit Agreement and the other Credit Documents were being re-executed on the date hereof by each of the Borrower, the Parent, Carta, each Originating Subsidiary and each Additional Indemnitor, except to the extent that such terms expressly relate to an earlier date. Each of the Borrower, the Parent, Carta, each Originating Subsidiary and each Additional Indemnitor hereby represents and warrants that, upon effecting the amendments contemplated by this Amendment, each of the representations and warranties set forth in Section 4 of the Credit Agreement are true and correct as if made on the date hereof and that neither the Borrower, the Parent, Carta, nor any Originating Subsidiary or Additional Indemnitor is in breach or default of any of its covenants, undertakings or other obligations under the Credit Agreement (as amended hereby).

ARTICLE 3

CONDITIONS PRECEDENT

3.1 Conditions Precedent to Effectiveness of this Amendment:

This Amendment shall become effective as of the first date on which each of the following conditions precedent shall have been satisfied or duly waived:

(a)	the Administrative Agent shall have received a duly executed copy of this Amendment;
(b)	the Administrative Agent shall have received certificates of status, good standing, or the equivalent for each of the Credit Parties and the Parent; and
(c)	all registrations, filings or recordings necessary or desirable to preserve, protect or perfect the enforceability and first priority of the Liens created by the Collateral Documents (subject only to Permitted Liens) shall have been completed, all in form and substance satisfactory to the Lenders and its counsel, each acting reasonably.

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ARTICLE 4

REPRESENTATIONS AND WARRANTIES

4.1 In order to induce the Administrative Agent to enter into this Amendment, the Parent hereby represents and warrants to the Administrative Agent as follows, which representations and warranties shall survive the execution and delivery hereof:

(a)	no Default or Event of Default has occurred and is continuing and no Default or Event of Default will exist after giving effect to the amendment contemplated hereto; and
(b)	all representations and warranties set out in the Credit Documents and this Amendment are true and correct as if made on and as of the date hereof except for those changes to the representations and warranties which is stated to be made only as of a certain date (which were true as of such date).

ARTICLE 5

GENERAL PROVISIONS

5.1 Capitalized words not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

5.2 Except as specifically stated herein, the Credit Agreement and the other Credit Documents shall continue in full force and effect in accordance with the provisions thereof. In particular but without limitation: (a) the Collateral Documents and the Liens granted thereunder continue in full force and effect in accordance with their terms notwithstanding this Amendment and the amendments to the Credit Agreement effected hereby; and (b) the secured obligations described in the Collateral Documents include indebtedness, liabilities and obligations arising under or in connection with the Credit Agreement (as amended by this Amendment), and the Liens granted thereunder extend thereto. All indebtedness, liabilities and obligations under the Credit Agreement shall be continuing with only the terms thereof being modified as provided in this Amendment, and this Amendment shall not evidence or result in a novation of such indebtedness, liabilities or obligations.

5.3 This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

5.4 Section headings in this Amendment are included for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

5.5 This Amendment shall be construed in accordance with and governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

5.6 The amendments to the Credit Agreement contemplated in this Amendment shall be deemed to have effect as of the date first above written notwithstanding the date of execution and delivery of this Amendment.

5.7 This Amendment shall be a Credit Document.

5.8 On or after the date first above written, each reference in the Credit Agreement to “this Agreement” words of like import or in any of the other Credit Documents to the Credit Agreement shall be deemed to refer to the Credit Agreement as amended hereby.

- remainder of page intentionally left blank -

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

MOGO FINANCE TECHNOLOGY INC., as Borrower		MOGO FINANCIAL INC., as an Originating Subsidiary
By:	(signed) Gregory Feller	By:	(signed) Erin Feller
	Name: Gregory Feller Title: President		Name: Erin Feller Title: President
By:		By:
	Name:		Name:
	Title:		Title:
MOGO FINANCIAL (B.C.) INC., as an Originating Subsidiary		MOGO FINANCIAL (ALBERTA) INC., as an Originating Subsidiary
By:	(signed) Erin Feller	By:	(signed) Erin Feller
	Name: Erin Feller		Name: Erin Feller
	Title: President		Title: President
By:		By:
	Name:		Name:
	Title:		Title:

MOGO FINANCIAL (ONTARIO) INC., as an Originating Subsidiary		MOGO INC., as Parent
By:	(signed) Erin Feller	By:	(signed) Gregory Feller
	Name: Erin Feller Title: President		Name: Gregory Feller Title: President
By:		By:
	Name:		Name:
	Title:		Title:

CARTA SOLUTIONS HOLDING CORPORATION, as a Guarantor
By:	(signed) Gregory Feller
	Name: Gregory Feller
	Title: Director
By:
	Name:
	Title:

Signature Page to Amending Agreement

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DB FSLF 50 LLC, as Collateral Agent and Administrative Agent on behalf of itself and the Lenders		FORTRESS LENDING I HOLDINGS L.P., as a Lender By: Fortress Lending Advisors LLC, its investment manager
By:		By:
	Name: Thomas Kelly		Name: Thomas Kelly
	Title: Deputy Chief Financial Officer		Title: Authorized Signatory
By:		By:
	Name:		Name:
	Title:		Title:

DB FSLF 50 LLC, as a Lender
By:
	Name: Thomas Kelly
	Title: Deputy Chief Financial Officer
By:
	Name:
	Title:

Signature Page to Amending Agreement

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SIGNED, SEALED & DELIVERED In the presence of:
(signed) Christy Cameron	(signed) David Feller
Witness	David Feller
SIGNED, SEALED & DELIVERED In the presence of:
(signed) Christy Cameron	(signed) Gregory Feller
Witness	Gregory Feller

Signature Page to Amending Agreement

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EX-99.3

EXHIBIT 99.3

Form 51-102F3

Material Change Report

Item 1. Name and Address of Company

Mogo Inc. (the “Company” or “Mogo”)

516-409 Granville St

Vancouver, BC V6C 1T2

Item 2. Date of Material Change

May 9, 2024.

Item 3. News Release

A news release was disseminated on May 10, 2024 via BusinessWire and was filed on SEDAR+ under the Company’s profile on SEDAR+ at www.sedarplus.ca.

Item 4. Summary of Material Change

The Company amended its existing senior credit facility (“Credit Facility”) with funds managed by affiliates of Fortress Investment Group LLC (“Fortress”).

Item 5. Full Description of Material Change

5.1 Full Description of Material Change

The Company amended the Credit Facility with funds managed by affiliates of Fortress. The amendment extends the maturity date of the Credit Facility from July 2, 2025 to January 2, 2026. A copy of the amendment will be filed under the Company’s profile on SEDAR+.

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, President and Chief Financial Officer of the Company, is knowledgeable about the material change described above. His business telephone number is 604-659-4380.

Item 9. Date of Report

May 17, 2024