Bitfarms Files Material Change Report with Canadian Regulators

TL;DR

Bitfarms dropped a material change report in Canada, linked to existing SEC filings.

AI Summary

On April 2, 2025, Bitfarms Ltd. filed a material change report with Canadian securities regulators, including a press release. This report is incorporated by reference into several of Bitfarms' existing SEC registration statements, specifically Form F-10 (File No. 333-272989) and Form S-8 (File Nos. 333-278868 and 333-285894).

Why It Matters

This filing indicates a significant update from Bitfarms that is being disclosed to Canadian authorities and is being incorporated into their existing SEC filings, potentially affecting investors' understanding of the company's current status.

Risk Assessment

Risk Level: low — The filing is a procedural update and incorporation by reference, not announcing new negative or positive financial events.

Key Players & Entities

• Bitfarms Ltd. (company) — Registrant
• April 2, 2025 (date) — Filing date of material change report
• Canadian Securities Regulatory Authorities (company) — Recipient of the filing
• SEDAR+ (company) — Filing system used
• Form F-10 (File No. 333-272989) (document) — Incorporated registration statement
• Form S-8 (File No. 333-278868) (document) — Incorporated registration statement
• Form S-8 (File No. 333-285894) (document) — Incorporated registration statement

FAQ

From the Filing

0001213900-25-028641.txt : 20250403 0001213900-25-028641.hdr.sgml : 20250403 20250403162031 ACCESSION NUMBER: 0001213900-25-028641 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20250403 FILED AS OF DATE: 20250403 DATE AS OF CHANGE: 20250403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bitfarms Ltd CENTRAL INDEX KEY: 0001812477 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] ORGANIZATION NAME: 09 Crypto Assets EIN: 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: 25809791 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 ea0236830-6k_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 April 2025 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 April 2, 2025, 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 Registration Statements of Bitfarms Ltd. on Form F-10 (File No. 333-272989), Form S-8 (File No. 333-278868 and File No. 333-285894 ) and Form F-4 (File No. 333-282657), each as amended or supplemented. See the Exhibits listed below. Exhibits Exhibit No. Description 99.1 Material Change Report dated April 2, 2025 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: April 3, 2025 2 EX-99.1 2 ea023683001ex99-1_bitfarms.htm MATERIAL CHANGE REPORT DATED APRIL 2, 2025 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 April 2, 2025 Item 3 News Release The press release attached as Schedule “A” was released on April 2, 2025 by a newswire company in Canada and filed under the Company’s profile on SEDAR+. 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. Item 8 Executive Officer Ben Gagnon Chief Executive Officer Bitfarms Ltd. Bgagnon@bitfarms.com +1 (647) 259-1790 Item 9 Date of Report April 2, 2025 Schedule “A” Bitfarms Enters into Initial Agreement for Private Debt Facility with a division of Macquarie Group for up to $300 Million to Fund Initial HPC Project Development at Panther Creek ● Initial draw at close of $50 million, with up to a total of $300 million available upon entry into definitive project loan documentation ● Early-stage investment from a division of Macquarie Group, one of the world’s largest infrastr