BITF Bitfarms Ltd

 

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 June 2024

 

 

Commission File Number: 001-40370

 

 

BITFARMS LTD.

(Exact Name of Registrant as Specified in Its Charter)

 

 

110 Yonge Street, Suite 1601, Toronto, Ontario, Canada M5C 1T4

(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 ☒

 

 

 

 

DOCUMENTS INCLUDED AS PART OF THIS FORM 6-K

 

On May 31, 2024, the Registrant filed with the Canadian Securities Regulatory Authorities on the System for Electronic Data Analysis and Retrieval + (SEDAR +) a Report on Voting Results, a copy of which is attached hereto as Exhibit 99.1, and which is incorporated by reference to the Company’s Registration Statement on Form F-10 (File No. 333-272989) and the Registration Statement of Bitfarms Ltd. on Form S-8 (File No. 333-278868).

 

See the Exhibits listed below.

 

Exhibits

 

Exhibit No.		Description
99.1		Report on Voting Results dated May 31, 2024

 

 

SIGNATURE

 

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.

 

	BITFARMS LTD.
	By:	/s/ Nicolas Bonta
		Name:	Nicolas Bonta
		Title:	Chairman and Interim CEO

 

Date: June 3, 2024

 

 

2

Exhibit 99.1

 

Annual Meeting of Shareholders May 31, 2024

Report on Voting Results

Pursuant to Section 11.3 of

National Instrument 51-102 – Continuous Disclosure Obligations

 

  

The annual meeting (the “Meeting”) of shareholders of Bitfarms Ltd. (the “Company”) was held on May 31, 2024. Shareholders holding an aggregate of 149,457,098 common shares of the Company (“Common Shares”), being 39.8% of the issued and outstanding Common Shares as of the record date of April 16, 2024, were present or represented by proxy at the Meeting.

 

1.

Election of Directors

 

Based on the proxies received and the votes at the Meeting, four of five nominees set forth in the Company’s management information circular dated April 16, 2024 were elected as directors of the Company at the Meeting. Detailed results of the votes are set out below:

 

Nominee		Votes For		Votes Against
Nicolas Bonta		82,364,315		7,117,680
Andres Finkielsztain		81,170,259		8,311,737
Emiliano Joel Grodzki		33,957,229		55,524,769
Edith M. Hofmeister		63,902,867		25,579,129
Brian Howlett		81,169,394		8,312,604

 

*

Proxies representing a total of 60,014,630 shares were not voted in respect of the election of directors.

 

2.

Appointment of Auditors

 

Based on the proxies received and the votes at the Meeting, the shareholders of the Company (i) re-appointed PricewaterhouseCoopers LLP (“PWC”) as auditors of the Company, and (iii) authorized the directors of the Company to fix the remuneration of PWC. The outcome of the vote was as follows:

 

Votes For		Votes Withheld
145,721,819		3,774,608

 

3.

Approval of the Long-Term Equity Incentive Plan

 

Based on the proxies received and the votes by ballot at the Meeting, the shareholders of the Company approved the ordinary resolution to renew the Company’s long term equity incentive plan and the unallocated entitlements thereunder. The outcome of the vote was as follows:

 

Votes For		Votes Against
53,277,873		36,204,123

 

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