Orion Digital Corp 6-K, filed Feb 3, 2021
Orion Digital Corp. (ORIO)
About this 6-K
Orion Digital Corp filed this 6-K on February 3, 2021.
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: 001-3 8409
| 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 |
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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): 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 |
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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. |
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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.
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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.
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