UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
(Check One)
x REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
OR
¨ ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: _______________ | Commission File Number: _________________ |
Mogo Finance Technology Inc.
(Exact name of Registrant as specified in its charter)
British Columbia, Canada
(Province or other jurisdiction of incorporation or organization)
7372
(Primary Standard Industrial Classification Code Number (if applicable))
Not Applicable
(I.R.S. Employer Identification Number (if applicable))
2100-401 West Georgia St.
Vancouver, British Columbia V6B 5A1
Canada
(604) 659-4380
(Address and telephone number of Registrant’s principal executive offices)
C T Corporation System
111 Eighth Avenue
13th Floor
New York, NY 10011
(212) 590-9070
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
Copies to:
Gregory Feller Mogo Finance Technology Inc. 2100-401 West Georgia St. Vancouver, British Columbia V6B 5A1 Canada (604) 659-4380 | Thomas M. Rose Shona C. Smith (757) 687-7715 |
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class Common Shares | Name of each exchange on which registered The NASDAQ Stock Market LLC |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
For annual reports, indicate by check mark the information filed with this Form:
¨ Annual information form | ¨ Audited annual financial statements |
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: N/A
Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the file number assigned to the Registrant in connection with such Rule.
YES ¨ NO x
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
YES ¨ NO ¨
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company x
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
YES ¨ NO ¨
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Registration Statement on Form 40-F are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”). Additionally, the safe harbor provided in Section 21E of the Exchange Act and Section 27A of the Securities Act applies to any forward-looking information provided pursuant to “Off-Balance Sheet Arrangements” and “Disclosure of Contractual Obligations” in this Registration Statement on Form 40-F. Please see “Caution Regarding Forward-Looking Statements” beginning on page 3 of the Management’s Discussion and Analysis for the third quarter ended September 30, 2017 of Mogo Finance Technology Inc. (the “Registrant”), attached as Exhibit 99.50 to this Registration Statement on Form 40-F, and “Cautionary Note Regarding Forward-Looking Statements” beginning on page 4 of the Annual Information Form for the fiscal year ended December 31, 2016 of the Registrant attached as Exhibit 99.10 to this Registration Statement on Form 40-F.
DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES
The Registrant is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this Registration Statement on Form 40-F in accordance with Canadian disclosure requirements, which are different from those of the United States.
The Registrant prepares its consolidated financial statements, which are filed with this Registration Statement on Form 40-F, in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board (“IFRS”), and they may be subject to Canadian auditing and auditor independence standards. Such financial statements may not be comparable to financial statements prepared in accordance with United States generally accepted accounting principles.
DOCUMENTS FILED PURSUANT TO GENERAL INSTRUCTIONS
The documents filed or incorporated by reference as Exhibits 99.1 through 99.64, each of which is incorporated by reference in this Registration Statement on Form 40-F, contain all information material to an investment decision that the Registrant, since January 1, 2017: (i) made or was required to make public pursuant to the law of any Canadian jurisdiction; (ii) filed or was required to file with the Toronto Stock Exchange (the “TSX”) and which was made public by the TSX; or (iii) distributed or was required to distribute to its security holders.
In accordance with General Instruction D.(9) of Form 40-F, the Registrant has filed written consents of certain experts named in the foregoing Exhibits as 99.64, as set forth in the Exhibit Index attached hereto.
DESCRIPTION OF COMMON SHARES
The disclosure containing a description of the securities to be registered is included under the heading “Description of Capital Structure” beginning on page 31 of the Registrant’s Annual Information Form, attached hereto as Exhibit 99.10.
OFF-BALANCE SHEET ARRANGEMENTS
The Registrant does not have any “off-balance sheet arrangements” (as that term is defined in paragraph 11(ii) of General Instruction B to Form 40-F) that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
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DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The following table lists, as of December 31, 2016, information with respect to the Registrant’s known contractual obligations:
Payments Due by Period (All amounts in thousands of Canadian dollars) | ||||||||||||||||||||
Contractual Obligations | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | Total | |||||||||||||||
Estimated lease payments | $ | 1,417,818 | $ | 2,311,086 | $ | 693,055 | - | $ | 4,421,959 | |||||||||||
Accounts Payable and accruals | $ | 5,594,432 | - | - | - | $ | 5,594,432 | |||||||||||||
Credit Facilities | - | $ | 25,318,596 | $ | 22,017,169 | - | $ | 47,335,765 | ||||||||||||
Debentures | - | $ | 38,667,033 | $ | 1,425,000 | - | $ | 40,092,033 | ||||||||||||
Total | $ | 7,012,250 | $ | 66,296,715 | $ | 24,135,224 | - | $ | 97,444,189 |
UNDERTAKING
The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an Annual Report on Form 40-F arises; or transactions in said securities.
CONSENT TO SERVICE OF PROCESS
Concurrently with the filing of the Registration Statement on Form 40-F, the Registrant has filed with the Commission a Form F-X.
Any change to the name or address of the Registrant’s agent and service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Registrant.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.
Mogo Finance Technology Inc. | |||
By: | /s/ David Feller | ||
Name: David Feller | |||
Title: Chief Executive Officer |
Date: March 2, 2018
EXHIBIT INDEX