Orion Digital Corp 6-K, filed Aug 5, 2025
Orion Digital Corp. (ORIO)
About this 6-K
Orion Digital Corp filed this 6-K on August 5, 2025.
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 August 2025
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.
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| ☒ Form 20-F | ☐ Form 40-F |
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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: August 5, 2025 | By: | /s/ Gregory Feller |
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| Name: Gregory Feller |
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| Title: President & Chief Financial Officer | |
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Form 6-K Exhibit Index
| Exhibit Number |
| Document Description |
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| Press release dated August 1, 2025, announcing filing of an early warning report | |
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EXHIBIT 99.1
Mogo Files Early Warning Report Following Partial Disposition of Shares of WonderFi Technologies
Vancouver, British Columbia, August 1, 2025 – This news release is issued by Mogo Inc. (NASDAQ:MOGO; TSX:MOGO) (“Mogo” or the “Company”) pursuant to the early warning requirements of Canada’s National Instrument 62-104 and National Instrument 62-103 with respect to common shares (“WonderFi Shares”) of WonderFi Technologies Inc. (TSX: WNDR, OTCQB: WONDF) (“WonderFi”), a corporation with a head office at 371 Front Street West, Suite 304, Toronto, Ontario, M5V 3S8.
On August 1, 2025, Mogo, through its wholly owned subsidiary Mogo Financial Inc. (“Mogo Financial”), disposed of 40,000,000 WonderFi Shares by way of private agreement (the “Sale Transaction”). As a result of the Sale Transaction, Mogo’s holdings in WonderFi decreased to less than 10% of the issued and outstanding WonderFi Shares.
Immediately prior to the Sale Transaction, Mogo had beneficial ownership of, indirectly through Mogo Financial, and exercised control and direction over, 81,962,639 WonderFi Shares, representing approximately 12.39% of the issued and outstanding WonderFi Shares. Upon completion of the Sale Transaction, Mogo had beneficial ownership of, indirectly through Mogo Financial, and exercised control and direction over 41,962,639 WonderFi Shares, representing approximately 6.34% of the issued and outstanding WonderFi Shares.
The WonderFi Shares disposed of under the Sale Transaction were sold for investment purposes. Mogo is holding the remaining WonderFi Shares for investment purposes and may, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction over WonderFi Shares or other securities of WonderFi through market transactions or private agreements. In the ordinary course of managing its investment in the WonderFi Shares, Mogo may continue to engage with the board and management of WonderFi from time to time on various matters, including but not limited to WonderFi’s business, strategy, board and management.
An early warning report (the “Report”) of Mogo will be filed on WonderFi’s SEDAR+ profile at www.sedarplus.ca and can be obtained from Mogo at its head office 516-409 Granville St, Vancouver, BC, V6C 1T2, attention: Christy Cameron, or phone: 604.659.4380.
About Mogo
Mogo Inc. (NASDAQ:MOGO; TSX:MOGO) is on a mission to build the future of intelligent finance, empowering consumers to grow wealth through a suite of innovative financial products and a capital strategy anchored by Bitcoin. The company’s platform combines digital wealth management and lending with a growing commitment to hard asset capital allocation. Mogo is publicly listed on the NASDAQ and TSX.
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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 filing of the Report and the disposition or acquisition of additional WonderFi Shares or other securities of WonderFi by Mogo. 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 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.ca 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:
Investor Relations
investors@mogo.ca
US Investor Relations Contact
Lytham Partners, LLC
Ben Shamsian
New York | Phoenix
shamsian@lythampartners.com
(646) 829-9701
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EXHIBIT 99.2
Form 62-103F1
REQUIRED DISCLOSURE UNDER THE EARLY WARNING REQUIREMENTS
Item 1 – Security and Reporting Issuer
| 1.1 | State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities. |
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| This report relates to the common shares ("WonderFi Shares") of WonderFi Technologies Inc. ("WonderFi"). WonderFi's head office is located at 371 Front Street West, Suite 304, Toronto, Ontario, M5V 3S8.
The WonderFi Shares are listed and posted for trading on the Toronto Stock Exchange. |
| 1.2 | State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place. |
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| Not applicable. See Item 2.2. |
Item 2 – Identity of the Acquiror
| 2.1 | State the name and address of the acquiror. |
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| Mogo Inc. ("Mogo"), indirectly through its wholly owned subsidiary, Mogo Financial Inc. ("Mogo Financial"). Mogo's address is 516-409 Granville St., Vancouver, British Columbia, Canada V6C 1T2. |
| 2.2 | State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence. |
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| The requirement to file this report was triggered on August 1, 2025 when Mogo, through Mogo Financial, disposed of 40,000,000 WonderFi Shares by way of private agreement (the "Sale Transaction"). As a result of the Sale Transaction, Mogo's holdings in WonderFi decreased to less than 10% of the issued and outstanding WonderFi Shares. |
| 2.3 | State the names of any joint actors. |
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| Not applicable. |
Item 3 – Interest in Securities of the Reporting Issuer
| 3.1 | State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file the report and the change in the acquiror's securityholding percentage in the class of securities. |
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| See Item 2.2.
Immediately prior to the Sale Transaction, Mogo had beneficial ownership of, indirectly through Mogo Financial, and exercised control and direction over, 81,962,639 WonderFi Shares, representing approximately 12.39% of the WonderFi Shares issued and outstanding as at March 31, 2025 (as disclosed in WonderFi's most recent interim management discussion and analysis for the three months ended March 31, 2025).
Upon completion of the Sale Transaction, Mogo had beneficial ownership of, indirectly through Mogo Financial, and exercised control and direction over, 41,962,639 WonderFi Shares, representing approximately 6.34% of the WonderFi Shares issued and outstanding as at March 31, 2025 (as disclosed in WonderFi's most recent interim management discussion and analysis for the three months ended March 31, 2025). |
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| 3.2 | State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file the report. |
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| See Items 2.2 and 3.1 |
| 3.3 | If the transaction involved a securities lending arrangement, state that fact. |
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| Not applicable. |
| 3.4 | State the designation and number or principal amount of securities and the acquiror's securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report. |
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| See Items 2.2 and 3.1 |
| 3.5 | State the designation and number or principal amount of securities and the acquiror's securityholding percentage in the class of securities referred to in Item 3.4 over which |
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| (a) the acquiror, either alone or together with any joint actors, has ownership and control,
See item 3.1.
(b) the acquiror, either alone or together with any joint actors, has ownership but control is held by persons or companies other than the acquiror or any joint actor, and
Not applicable.
(c) the acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership.
Not applicable. |
| 3.6 | If the acquiror or any of its joint actors has an interest in, or right or obligation associated with, a related financial instrument involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the related financial instrument and its impact on the acquiror's securityholdings. |
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| Not applicable. |
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| 3.7 | If the acquiror or any of its joint actors is a party to a securities lending arrangement involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangement including the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securities or identical securities that have been transferred or lent under the arrangement. |
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| Not applicable.
State if the securities lending arrangement is subject to the exception provided in section 5.7 of NI 62-104.
Not applicable. |
| 3.8 | If the acquiror or any of its joint actors is a party to an agreement, arrangement or understanding that has the effect of altering, directly or indirectly, the acquiror's economic exposure to the security of the class of securities to which this report relates, describe the material terms of the agreement, arrangement or understanding. |
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| Not applicable. |
Item 4 – Consideration Paid
| 4.1 | State the value, in Canadian dollars, of any consideration paid or received per security and in total. |
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| Mogo received gross cash proceeds from the Sale Transaction of $13,800,000, representing a price per WonderFi Share of $0.345 per share. |
| 4.2 | In the case of a transaction or other occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadian dollars, of the consideration paid or received by the acquiror. |
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| See Item 4.1. |
| 4.3 | If the securities were acquired or disposed of other than by purchase or sale, describe the method of acquisition or disposition. |
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| Not applicable. |
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Item 5 – Purpose of the Transaction
State the purpose or purposes of the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the acquiror and any joint actors may have which relate to or would result in any of the following:
(a) the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer;
The WonderFi Shares disposed of under the Sale Transaction were sold for investment purposes. Mogo is holding the remaining WonderFi Shares for investment purposes and may, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction over WonderFi Shares or other securities of WonderFi through market transactions or private agreements. In the ordinary course of managing its investment in the WonderFi Shares, Mogo may continue to engage with the board and management of WonderFi from time to time on various matters, including but not limited to WonderFi's business, strategy, board and management.
(b) a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries;
Not applicable.
(c) a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries;
Not applicable.
(d) a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board;
Not applicable.
(e) a material change in the present capitalization or dividend policy of the reporting issuer;
Not applicable.
(f) a material change in the reporting issuer's business or corporate structure;
Not applicable.
(g) a change in the reporting issuer's charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company;
Not applicable.
(h) a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace;
Not applicable.
(i) the issuer ceasing to be a reporting issuer in any jurisdiction of Canada;
Not applicable.
(j) a solicitation of proxies from securityholders; and
Not applicable.
(k) an action similar to any of those enumerated above.
Not applicable.
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Item 6 – Agreements, Arrangements, Commitments or Understandings With Respect to Securities of the Reporting Issuer
Describe the material terms of any agreements, arrangements, commitments or understandings between the acquiror and a joint actor and among those persons and any person with respect to securities of the class of securities to which this report relates, including but not limited to the transfer or the voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Include such information for any of the securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities, except that disclosure of standard default and similar provisions contained in loan agreements need not be included.
Not applicable.
Item 7 – Change in material fact
If applicable, describe any change in a material fact set out in a previous report filed by the acquiror under the early warning requirements or Part 4 in respect of the reporting issuer's securities.
Not applicable.
Item 8 – Exemption
If the acquiror relies on an exemption from requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting that reliance.
Not applicable.
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Item 9 – Certification
Certificate
I, as the acquiror, certify, or I, as the agent filing the report on behalf of an acquiror, certify to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect.
Date: August 1, 2025
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| MOGO INC. |
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| By | /s/ Greg Feller |
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| Name: Greg Feller |
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| Title: President and Chief Financial Officer |
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