Bitfarms Files Material Change Report with Canadian Regulators

TL;DR

Bitfarms dropped a material change report on SEDAR+ yesterday, check the filings.

AI Summary

On October 21, 2025, Bitfarms Ltd. filed a material change report with Canadian Securities Regulatory Authorities on SEDAR+. This report includes a press release, which is incorporated by reference into Bitfarms' F-10 and S-8 registration statements.

Why It Matters

This filing indicates a significant update or change in the company's operations or financial status, requiring disclosure to regulatory bodies and investors.

Risk Assessment

Risk Level: medium — Material change reports can signal significant operational or financial shifts, requiring closer investor scrutiny.

Key Players & Entities

• Bitfarms Ltd. (company) — Registrant
• October 21, 2025 (date) — Filing date of material change report
• SEDAR+ (company) — Filing platform
• Form F-10 (document) — Incorporated registration statement
• File No. 333-272989 (document) — Registration statement file number
• Form S-8 (document) — Incorporated registration statement
• File No. 333-278868 (document) — Registration statement file number

FAQ

From the Filing

0001213900-25-101210.txt : 20251022 0001213900-25-101210.hdr.sgml : 20251022 20251022160219 ACCESSION NUMBER: 0001213900-25-101210 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20251022 FILED AS OF DATE: 20251022 DATE AS OF CHANGE: 20251022 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: 251410116 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 ea0262071-6k_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 October 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 October 21, 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 ) and Form S-8 (File No. 333-278868 and File No. 333-285894 ), each as amended or supplemented. See the Exhibits listed below. Exhibits Exhibit No. Description 99.1 Material Change Report dated October 21, 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: October 22, 2025 2 EX-99.1 2 ea026207101ex99-1_bitfarms.htm MATERIAL CHANGE REPORT DATED OCTOBER 21, 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 October 21, 2025. Item 3 News Release The press release attached as Schedule “A” was released on October 21, 2025 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. Item 8 Executive Officer Ben Gagnon Chief Executive Officer Bitfarms Ltd. Bgagnon@bitfarms.com Item 9 Date of Report October 21, 2025. Schedule “A” Bitfarms Announces Closing of US$500 Million of Convertible Senior Notes ● Opportunistic capital raise for general corporate purposes ● Bitfarms used cash on hand to purchase capped calls to offset economic dilution up to a cap of 125% premium to the last reported sale price of Bitfarms’ common shares on Nasdaq on the date of pricing Toronto, Ontario and New York, New York (October 21, 2025) - Bitfarms Ltd. (NASDAQ/TSX: BITF), a North American energy and digital infrastructure company