Bitfarms Ltd. Files 6-K Reporting Settlement Agreement

TL;DR

Bitfarms settled up with Riot Platforms, Inc. on 9/23/24. Details in 6-K.

AI Summary

On September 23, 2024, Bitfarms Ltd. filed a Form 6-K to report a Settlement Agreement with Riot Platforms, Inc., dated September 23, 2024. This agreement is a key document included as part of the filing.

Why It Matters

This filing indicates a resolution or agreement between Bitfarms Ltd. and Riot Platforms, Inc., which could impact their ongoing business relationship and potentially their financial standing.

Risk Assessment

Risk Level: medium — Settlement agreements can involve significant financial or operational implications that are not fully detailed in this initial report.

Key Players & Entities

• Bitfarms Ltd. (company) — Registrant
• Riot Platforms, Inc. (company) — Party to Settlement Agreement
• September 23, 2024 (date) — Date of Settlement Agreement
• Ben Gagnon (person) — Chief Executive Officer of Bitfarms Ltd.

FAQ

From the Filing

0001213900-24-081053.txt : 20240923 0001213900-24-081053.hdr.sgml : 20240923 20240923163442 ACCESSION NUMBER: 0001213900-24-081053 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20240923 FILED AS OF DATE: 20240923 DATE AS OF CHANGE: 20240923 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bitfarms Ltd CENTRAL INDEX KEY: 0001812477 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] ORGANIZATION NAME: 09 Crypto Assets IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-40370 FILM NUMBER: 241316611 BUSINESS ADDRESS: STREET 1: 110 YONGE STREET STREET 2: SUITE 1601 CITY: TORONTO STATE: A6 ZIP: M5C 1T4 BUSINESS PHONE: 647-259-1790 MAIL ADDRESS: STREET 1: 110 YONGE STREET STREET 2: SUITE 1601 CITY: TORONTO STATE: A6 ZIP: M5C 1T4 6-K 1 ea021534701-6k_bitfarms.htm REPORT OF FOREIGN PRIVATE ISSUER 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 September 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 See the Exhibit listed below. Exhibits Exhibit No. Description 99.1 Settlement Agreement, dated September 23, 2024, by and among Bitfarms Ltd. and Riot Platforms, Inc. 1 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/ Ben Gagnon Name: Ben Gagnon Title: Chief Executive Officer Date: September 23, 2024 2 EX-99.1 2 ea021534701ex99-1_bitfarms.htm SETTLEMENT AGREEMENT, DATED SEPTEMBER 23, 2024, BY AND AMONG BITFARMS LTD. AND RIOT PLATFORMS, INC Exhibit 99.1 SETTLEMENT AGREEMENT This settlement agreement is made as of September 23, 2024 (the “ Agreement ”) by and between Bitfarms Ltd. (“ Bitfarms ” or the “ Company ”) and Riot Platforms, Inc. (“ Riot ”), who have each agreed to be bound by this Agreement (together, the “ Parties ” and each a “ Party ”). WHEREAS Riot has requisitioned a special meeting of holders of common shares (the “ Shareholders ”) in the capital of the Company (the “ Common Shares ”) for the purpose of replacing certain directors of the Company (the “ Requisition ”) with its nominees, and the Company has in response thereto scheduled a special meeting of the Shareholders to be held on November 6, 2024 (the “ Requisitioned Meeting ”); AND WHEREAS the Parties wish to fully resolve the Requisition; AND WHEREAS it is agreed that Riot, as a significant Shareholder, should be entitled to nominate a properly qualified individual to be elected to the board of directors of Bitfarms (the “ Board ”), subject to the terms and conditions of this Agreement. NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the respective covenants and agreements of the Parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each party), the Parties hereto agree as follows: 1. AUTHORITY; REPRESENTATIONS AND WARRANTIES 1.1 Riot represents and warrants that it owns, has the exclusive right to exercise control or direction over, or has the exclusive right to direct to vote 90,110,912 Common Shares, and that it does not currently have any interest in any other securities of the Company, including any swaps or hedging transactions or