Orion Digital Corp 6-K, filed Mar 27, 2024
Orion Digital Corp. (ORIO)
About this 6-K
Orion Digital Corp filed this 6-K on March 27, 2024.
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 March 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.
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| Mogo Inc. | ||
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| Date: March 27, 2024 | 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
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EXHIBIT 99.1
Mogo Nominates Independent Candidate for Election to WonderFi’s Board of Directors – Supports KAOS Capital’s Call for a Fundamental Transformation of Board
Vancouver, British Columbia, March 27, 2024 – Mogo Inc. (NASDAQ:MOGO) (TSX:MOGO) (“Mogo” or the “Company”), today announced that, pursuant to its investor rights agreement (“IRA”) with WonderFi Technologies Inc. (“WonderFi”) and the Company’s right thereunder to nominate one director (the “Mogo Director Nominee”) for election to the Board of Directors of WonderFi (the “Board”), it has nominated experienced technology and financial executive, Christoper Payne, for election to the Board at WonderFi’s upcoming 2024 Annual General Meeting of Shareholders (the “2024 Meeting”). Mogo is WonderFi’s largest shareholder, holding approximately 87 million common shares (~13% ownership interest) of WonderFi (the “WonderFi Shares”). Mogo also announced that it has entered into a voting agreement with KAOS Capital Ltd. (“KAOS Capital”) supporting a slate of new directors at WonderFi. KAOS’ press release from this morning may be found at the following link: https://www.businesswire.com/news/home/20240327940114/en/Activist-Adam-Arviv-Announces-Intent-to-Nominate-New-Slate-of-Directors-to-the-Board-of-WonderFi
“Chris will bring a proven track record of value creation and important sector and market-level expertise to the WonderFi board at a critical time in the company’s development,” said Greg Feller, President & Co-Founder of Mogo. “Chris’s time in Silicon Valley in the electronic payments space as a co-founder with Elon Musk of online bank X.com, and as an investor in, and advisor to mid-market growth technology companies, will be a valuable resource to WonderFi as it seeks to leverage its current market position into sustainable, profitable growth.”
Mr. Feller added, “Earlier today, we also entered into a voting agreement with KAOS Capital, expressing support for their call for a fundamental transformation of the WonderFi board. Over the past several months we have tried to constructively engage the WonderFi board on a number of important topics, including senior additions to the management team to assist with strategy and investor relations. Mogo has invested over $100 million to build its current position in WonderFi, and the goal of our recommendations was to help WonderFi capitalize on its position as the only fully regulated crypto exchange in Canada. Unfortunately, WonderFi has refused to engage on these items which we view as critical to the company’s success. We feel that new perspectives and experience are urgently required at the WonderFi board level to realize the full value of the WonderFi business for all shareholders.”
In addition to Mogo agreeing to support the five individuals (the “Director Nominees”) to be put forth by KAOS Capital for election to the Board at the 2024 Meeting, under the voting agreement between KAOS Capital and Mogo (the “Voting Agreement”), KAOS Capital has agreed to a standstill in respect of purchasing additional securities of WonderFi to ensure that Mogo’s obligations, and those of its joint actors, with respect to the standstill provisions under the IRA are complied with, ensuring that Mogo’s history of full compliance with its obligations under the IRA to-date continues through to the 2024 Meeting.
Christopher Payne
Christopher Payne has deep experience in M&A and private equity with a strong focus on the technology sector. He is the Managing Partner and Founder of Hawthorn Equity Partners, a leading middle market private equity firm launched in 2005. Previously, Mr. Payne was a Managing Director within the Merchant Banking Group of CIBC. Prior to CIBC, he was an entrepreneur and investor in Silicon Valley. Mr. Payne co-founded X.com with Elon Musk and other partners in 1999. X.com ultimately merged with another entity to became PayPal. Mr. Payne also worked at BMO Nesbitt Burns in M&A and later helped start BMO Nesbitt Burns Equity Partners, a North American mid-market focused merchant bank. He holds an Honour’s Bachelor’s Degree in Commerce from Queen’s University and an MBA from The Wharton School.
Early Warning Report and Voting Agreement
On March 27, 2024, Mogo and KAOS Capital entered into the Voting Agreement. As a result of entering into the Voting Agreement, Mogo and KAOS Capital may be deemed joint actors for purposes of National Instrument 62-104 - Take-Over Bids and Issuer Bids (“NI 62-104”). In accordance with the requirements of NI 62-104, Mogo will file an early warning report under WonderFi’s SEDAR+ profile as a result of a change in material fact contained in its most recently filed early warning report dated August 25, 2023. The early warning report is not being filed pursuant to any acquisition or disposition of securities of WonderFi.
Pursuant to the terms of the Voting Agreement, among other things, Mogo and KAOS Capital have agreed to vote in favour of the Director Nominees and the Mogo Director Nominee. The purpose of the Voting Agreement is to effect certain changes to the composition of the Board which may also result in certain changes to management of WonderFi following the 2024 Meeting, should the Director Nominees and the Mogo Director Nominee be elected to the Board. Immediately before the execution of the Voting Agreement, Mogo had beneficial ownership of, indirectly through Mogo Financial Inc. (a wholly owned subsidiary), and exercised control and direction over, 86,962,639 WonderFi Shares, representing approximately 13.36% of the issued and outstanding WonderFi Shares as at September 30, 2023 (as disclosed in WonderFi’s interim financial statements for the three-month period ended September 30, 2023) . Mogo’s ownership and control of WonderFi Shares remained unchanged following the entering into and announcement of the Voting Agreement.
Immediately before the execution of the Voting Agreement, KAOS had beneficial ownership of, and exercised control and direction over, 6,175,000 WonderFi Shares, representing approximately 0.95% of the issued and outstanding WonderFi Shares.
A copy of the early warning report relating to the foregoing will be available under WonderFi’s profile on SEDAR+ at www.sedarplus.com, and may also be obtained by contacting Mogo at +1 604-659-4380. Mogo’s address is 516-409 Granville St, Vancouver, BC, V6C 1T2.
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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.
Investor Contact:
Craig Armitage
Investor Relations
investors@mogo.ca
Media Contact:
Kieran Lawler
LodeRock Advisors
kieran.lawler@loderockadvisors.com
416-303-0799
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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 341-110 Cumberland St., Toronto, Ontario, Canada, M5V 3V5. |
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| 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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| The acquiror is 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. |
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| 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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| This report is being filed as a result of a change in a material fact contained in the most recently filed early warning report of Mogo dated August 25, 2023. |
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| On March 27, 2024, Mogo and KAOS Capital Ltd., a company controlled by Adam Arviv (“KAOS”, together with Mogo, the “Shareholders”) entered into a voting agreement (the “Voting Agreement”) pursuant to which, among other things: (i) KAOS agreed to nominate five individuals (the “Director Nominees”) for election to the board of directors of WonderFi (the “WonderFi Board”) at the next annual general meeting of shareholders of WonderFi, scheduled to be held on May 21, 2024 (including any postponement or adjournment thereof) (the “2024 WonderFi Meeting”); (ii) the Shareholders agreed to vote all WonderFi Shares beneficially owned or controlled by each of them at the 2024 WonderFi Meeting in favour of the Director Nominees and the director nominee (the “Mogo Director Nominee”) selected by Mogo for election to the WonderFi Board pursuant to the investor rights agreement dated April 2, 2023 between WonderFi and Mogo (the “Mogo IRA”); and (iii) the Shareholders agreed to certain other activities related to their ownership of WonderFi Shares including the disposition or acquisition of WonderFi Shares during the term of the Voting Agreement. |
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| This early warning report does not constitute a solicitation of proxies and is being filed in accordance with legal requirements under applicable Canadian securities laws. |
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| 2.3 | State the names of any joint actors. |
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| In connection with entering into of the Voting Agreement, Mogo and KAOS may be considered to be joint actors. |
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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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| Not applicable. |
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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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| Not applicable. |
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| 3.3 | If the transaction involved a securities lending arrangement, state that fact. |
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| Not applicable. |
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| 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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| Immediately before the execution of the Voting Agreement, Mogo had beneficial ownership of, indirectly through Mogo Financial, and exercised control and direction over, 86,962,639 WonderFi Shares, representing approximately 13.36% of the WonderFi Shares issued and outstanding as at September 30, 2023 (as disclosed in WonderFi’s interim financial statements for the three-month period ended September 30, 2023). Mogo’s ownership and control of WonderFi Shares remained unchanged following the entering into and announcement of the Voting Agreement. |
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| Immediately before the execution of the Voting Agreement, KAOS had beneficial ownership of, and exercised control and direction over, 6,175,000 WonderFi Shares, representing approximately 0.95% of the issued and outstanding WonderFi Shares. |
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| As of the date hereof, the Shareholders collectively have ownership and control over an aggregate of 93,137,639 WonderFi Shares, representing approximately 14.31% of the issued and outstanding WonderFi Shares. |
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| As a result of entering into the Voting Agreement, Mogo and KAOS may be presumed to be acting jointly or in concert under applicable securities laws. |
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| 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, |
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| See item 3.4. |
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| (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 |
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| Not applicable. |
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| (c) the acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership. |
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| See item 3.4. |
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| 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. |
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| State if the securities lending arrangement is subject to the exception provided in section 5.7 of NI 62-104. |
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| Not applicable. |
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| 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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| Not applicable. See Item 2.2. |
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| 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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| Not applicable. See Item 2.2. |
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| 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. See Item 2.2. |
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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:
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| (a) | the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer; |
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| Not applicable. |
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| (b) | a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries; |
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| Not applicable. |
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| (c) | a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries; |
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| Not applicable. |
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| (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; |
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| The Shareholders entered into the Voting Agreement pursuant to which they have agreed to vote their WonderFi Shares in favour of the Director Nominees and the Mogo Director Nominee at the 2024 WonderFi Meeting, the purpose of which is to effect certain changes to the composition of the WonderFi Board which may also result in certain to changes to management of WonderFi following the 2024 WonderFi Meeting should the Director Nominees and Mogo Director Nominee be elected to the WonderFi Board. |
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| (e) | a material change in the present capitalization or dividend policy of the reporting issuer; |
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| Not applicable. |
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| (f) | a material change in the reporting issuer’s business or corporate structure; |
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| Not applicable. |
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| (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; |
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| Not applicable. |
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| (h) | a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace; |
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| Not applicable. |
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| (i) | the issuer ceasing to be a reporting issuer in any jurisdiction of Canada; |
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| Not applicable. |
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| (j) | a solicitation of proxies from securityholders; and |
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| See Item 2.2 above. In order to give effect to the Shareholders intention to reconstitute the board of directors of WonderFi, the Shareholders may solicit proxies in respect of the 2024 WonderFi Meeting and may take any and all such other steps that are advisable in order to give effect to this intention. |
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| (k) | an action similar to any of those enumerated above. |
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| Not applicable. |
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.
On March 27, 2024, the Shareholders entered into the Voting Agreement pursuant to which the Shareholders agreed to, among other things: (i) nominate the Director Nominees for election to the WonderFi Board at the 2024 WonderFi Meeting; (ii) to vote all WonderFi Shares beneficially owned or controlled by each of them in favour of the Director Nominees and the Mogo Director Nominee; (iii) each Shareholder shall not dispose, sell, transfer or assign legal or beneficial title to the WonderFi Shares such Shareholder owns or exercises control or direction over as set out in the Voting Agreement, or any additional WonderFi Shares such Shareholder has acquired or may acquire prior to the termination of the Voting Agreement, provided that Mogo shall: (A) remain entitled to dispose, transfer, sell or assign its WonderFi Shares to a Permitted Transferee (as such term is defined in the Mogo IRA) pursuant to and in accordance with the terms of the Mogo IRA; and (B) be entitled to dispose, transfer, sell or assign up to 30% of the WonderFi Shares it owns or exercises control or direction over as set out in the Voting Agreement; and (iv) a standstill in respect of the acquisition of any WonderFi Shares or other securities of WonderFi during the term of the Voting Agreement in order to ensure compliance with the standstill in the Mogo IRA.
Pursuant to the Mogo IRA and a voting agreement among Mogo and certain other shareholders of WonderFi (the “Shareholder Voting Agreement”), among other things, until the later of: (i) April 2, 2025, and (ii) the second annual general meeting of WonderFi following the effective date at which directors are elected to the WonderFi Board, subject to the terms of the Mogo IRA and the Shareholder Voting Agreement, Mogo is required to vote its WonderFi Shares in favour of the size of the WonderFi Board being set at and remaining at nine (9) directors and in favour of certain director nominees to the WonderFi Board. Mogo is entitled to one nominee for election to the WonderFi Board. Copies of the Mogo IRA and the Shareholder
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Voting Agreement are available under WonderFi’s SEDAR+ profile at www.sedarplus.com.
In addition to the foregoing, the WonderFi Shares owned or controlled by Mogo: (i) are currently or will be pledged to DB FSLF 50 LLC (“DB FSLF”) pursuant to a Pledge and Security Agreement between Mogo and DB FSLF dated as of June 21, 2019 pursuant to which DB FSLF may, in certain circumstances, exercise certain enforcement rights, including taking control of and exercising the voting rights of, the WonderFi Shares; and (ii) two-thirds of such WonderFi Shares are subject to escrow and shall be released as follows: (A) one-half of such WonderFi Shares released on July 7, 2024, and (B) the balance of such WonderFi Shares not previously released from escrow will be released on January 6, 2025, in either case subject to certain early release conditions.
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.
See Item 2.2 and Item 6.
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: March 27, 2024
| MOGO INC. |
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| By | (Signed) Greg Feller |
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| Name: Greg Feller |
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| Title: President and Chief Financial Officer |
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