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.
(Translation
of registrant’s name into English)
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
June 10, 2024, the Registrant filed with the Canadian Securities Regulatory Authorities on the System for Electronic Data Analysis and
Retrieval + (SEDAR +) a material change report that includes a copy of a press release, a copy of which is attached hereto as Exhibit
99.1, which is incorporated by reference
into 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.
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 11, 2024
2
Exhibit
99.1
FORM
51-102F3
MATERIAL
CHANGE REPORT
Item 1 | Name
and Address of Company |
Bitfarms
Ltd. (“Bitfarms” or the “Company”)
110
Yonge Street, Suite 1601
Toronto,
Ontario M5C 1T4
Item 2 | Date
of Material Change |
June
10, 2024.
The
press release attached as Schedule “A” was released on June 10, 2024, by a newswire company in Canada.
Item 4 | Summary
of Material Change |
The
material change is described in the press release attached as Schedule “A”.
Item 5 | Full
Description of Material Change |
The
material change is described in the press release attached as Schedule “A”.
Item 6 |
Reliance of subsection 7.1(2)
of National Instrument 51-102 |
Not
applicable.
Item 7 | Omitted
Information |
Not
applicable.
Nicolas
Bonta
Chairman
Bitfarms
Ltd.
nbonta@bitfarms.com
June
10, 2024.
Schedule
“A”
![](https://www.sec.gov/Archives/edgar/data/1812477/000121390024051719/ex99-1_01.jpg)
Bitfarms
Announces Toronto Stock Exchange Deferral of Consideration of Shareholder Rights Plan
This
news release constitutes a “designated news release” for the purposes of the Company’s prospectus supplement dated
March 8, 2024, to its short form base shelf prospectus dated November 10, 2023.
Toronto,
Ontario and Brossard, Québec (June 10, 2024) - Bitfarms Ltd. (Nasdaq/TSX: BITF) (“Bitfarms” or the “Company”),
a global Bitcoin vertically integrated company, today announced that it has been notified by the Toronto Stock Exchange (the “TSX”)
that the TSX will defer its consideration of the acceptance of the Company’s tactical shareholder rights plan (the “Rights
Plan”), as announced earlier today, until: (i) such time as it is satisfied that the appropriate securities commission will not
intervene pursuant to National Policy 62-202; and (ii) the ratification of the Rights Plan by the shareholders of the Company by no later
than December 10, 2024.
A
deferral of acceptance of the Rights Plan by the TSX does not affect the adoption or operation of the Rights Plan, which will remain
operative and effective for a minimum of six months from the date of adoption on June 10, 2024, unless earlier terminated.
A
copy of the Rights Plan is available under the Company’s profile on SEDAR+ at www.sedarplus.ca or at www.sec.gov.
About
Bitfarms Ltd.
Founded
in 2017, Bitfarms is a global Bitcoin mining company that contributes its computational power to one or more mining pools from which
it receives payment in Bitcoin. Bitfarms develops, owns, and operates vertically integrated mining farms with in-house management and
company-owned electrical engineering, installation service, and multiple onsite technical repair centers. The Company’s proprietary
data analytics system delivers best-in-class operational performance and uptime.
Bitfarms
currently has 12 Bitcoin mining facilities and one under development situated in four countries: Canada, the United States, Paraguay,
and Argentina. Powered predominantly by environmentally friendly hydro-electric and long-term power contracts, Bitfarms is committed
to using sustainable and often underutilized energy infrastructure.
To
learn more about Bitfarms’ events, developments, and online communities:
www.bitfarms.com
https://www.facebook.com/bitfarms/
https://twitter.com/Bitfarms_io
https://www.instagram.com/bitfarms/
https://www.linkedin.com/company/bitfarms/
Cautionary
Statement
Trading
in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory
authority has approved or disapproved the information contained herein. Neither the Toronto Stock Exchange, Nasdaq, or any other securities
exchange or regulatory authority accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking
Statements
This
news release contains certain “forward-looking information” and “forward-looking statements” (collectively, “forward-looking
information”) that are based on expectations, estimates and projections as at the date of this news release and are covered by
safe harbors under Canadian and United States securities laws. The statements and information in this release regarding the operation
and termination of the Rights Plan, and TSX approval of the Rights Plan, are forward-looking information. Any statements that involve
discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance
(often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates”
or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”,
“prospects”, “believes” or “intends” or variations of such words and phrases or stating that certain
actions, events or results “may” or “could”, “would”, “might” or “will” be
taken to occur or be achieved) are not statements of historical fact and may be forward-looking information.
This
forward-looking information is based on assumptions and estimates of management of the Company at the time they were made, and involves
known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company
to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information.
Such factors include, among others, risks relating to: the construction and operation of the Company’s facilities may not occur
as currently planned, or at all; expansion may not materialize as currently anticipated, or at all; the power purchase agreements and
economics thereof may not be as advantageous as expected; the digital currency market; the ability to successfully mine digital currency;
revenue may not increase as currently anticipated, or at all; it may not be possible to profitably liquidate the current digital currency
inventory, or at all; a decline in digital currency prices may have a significant negative impact on operations; an increase in network
difficulty may have a significant negative impact on operations; the volatility of digital currency prices; the anticipated growth and
sustainability of hydroelectricity for the purposes of cryptocurrency mining in the applicable jurisdictions; the inability to maintain
reliable and economical sources of power for the Company to operate cryptocurrency mining assets; the risks of an increase in the Company’s
electricity costs, cost of natural gas, changes in currency exchange rates, energy curtailment or regulatory changes in the energy regimes
in the jurisdictions in which the Company operates and the potential adverse impact on the Company’s profitability; the ability
to complete current and future financings; the impact of the restatement on the price of the Company’s common shares, financial
condition and results of operations; the risk that a material weakness in internal control over financial reporting could result in a
misstatement of the Company’s financial position that may lead to a material misstatement of the annual or interim consolidated
financial statements if not prevented or detected on a timely basis; historical prices of digital currencies and the ability to mine
digital currencies that will be consistent with historical prices; and the adoption or expansion of any regulation or law that will prevent
Bitfarms from operating its business, or make it more costly to do so. For further information concerning these and other risks and uncertainties,
refer to the Company’s filings on www.sedarplus.ca (which are also available on
the website of the U.S. Securities and Exchange Commission at www.sec.gov), including
the MD&A for the year-ended December 31, 2023, filed on March 7, 2024 and the MD&A for
three-month period ended March 31, 2024 filed on May 15, 2024. Although the Company has attempted to identify important factors
that could cause actual results to differ materially from those expressed in forward-looking statements, there may be other factors that
cause results not to be as anticipated, estimated or intended, including factors that are currently unknown to or deemed immaterial by
the Company. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ
materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on any forward-looking information.
The Company undertakes no obligation to revise or update any forward-looking information other than as required by law.
Investor
Relations Contact:
Tracy Krumme
SVP, Investor
Relations
+1 786-671-5638
tkrumme@bitfarms.com
Media
Contacts:
Actual
Agency
Khushboo
Chaudhary
+1
646-373-9946
mediarelations@bitfarms.com
Québec
Media
Tact
Louis-Martin
Leclerc
+1
418-693-2425
lmleclerc@tactconseil.ca
U.S.
Media
Dan Katcher or Joseph Sala
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
4
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