Bitfarms Ltd. Files 6-K with Note Indenture

TL;DR

Bitfarms filed a 6-K with a new Note Indenture and Capped Call Confirmation dated Oct 21/22.

AI Summary

Bitfarms Ltd. filed a Form 6-K on October 23, 2025, reporting on events for the month of October 2025. The filing includes a Note Indenture dated October 21, 2025, and a Form of Capped Call Confirmation as exhibits. Ben Gagnon, Chief Executive Officer, signed the report on October 22, 2025.

Why It Matters

This filing indicates potential debt financing or restructuring activities for Bitfarms Ltd., which could impact its financial leverage and future operations.

Risk Assessment

Risk Level: medium — The filing of a Note Indenture suggests potential debt issuance or restructuring, which carries inherent financial risks.

Key Players & Entities

• Bitfarms Ltd. (company) — Registrant
• Ben Gagnon (person) — Chief Executive Officer
• October 21, 2025 (date) — Date of Note Indenture
• October 22, 2025 (date) — Date of Report Signature
• October 23, 2025 (date) — Filing Date

FAQ

From the Filing

0001213900-25-101390.txt : 20251023 0001213900-25-101390.hdr.sgml : 20251023 20251022211917 ACCESSION NUMBER: 0001213900-25-101390 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20251022 FILED AS OF DATE: 20251023 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: 251411228 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 ea0262208-6k_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 ☒ 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 1 FORM 6-K EXHIBIT INDEX Exhibits Exhibit No. Description 99.1 Note Indenture dated October 21, 2025 99.2 Form of Capped Call Confirmation 2 EX-99.1 2 ea026220801ex99-1_bitfarms.htm NOTE INDENTURE DATED OCTOBER 21, 2025 Exhibit 99.1 Execution Version BITFARMS LTD. and COMPUTERSHARE TRUST COMPANY, N.A. as Trustee COMPUTERSHARE TRUST COMPANY OF CANADA as Canadian Co-Trustee INDENTURE Dated as of October 21, 2025 1.375% Convertible Senior Notes due 2031 TABLE OF CONTENTS Page Article 1 Definitions Section 1.01 Definitions 1 Section 1.02 Other Definitions 14 Section 1.03 References to Interest 15 Article 2 Issue, Description, Execution, Registration And Exchange Of Notes Section 2.01 Designation and Amount 15 Section 2.02 Form of Notes 15 Section 2.03 Date and Denomination of Notes; Payments of Principal, Interest and Defaulted Amounts 16 Section 2.04 Execution, Authentication and Delivery of Notes 18 Section 2.05 Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary 18 Section 2.06 Mutilated, Destroyed, Lost or Stolen Notes 22 Section 2.07 Temporary Notes 23 Section 2.08 Cancellation of Notes Paid, Converted, Etc 23 Section 2.09 CUSIP Numbers 23 Section 2.10 Additional Notes; Repurchases 24 Section 2.11 Additional Amounts 24 Article 3 Satisfaction And Discharge Section 3.01 Satisfaction and Discharge 27 Article 4 Particular Covenants Of The Company Section 4.01 Payment of Principal and Interest 27 Section 4.02 Maintenance of Office or Agency 27 Section 4.03 Appointments to Fill Vacancies in Trustee’s Office 28 Section 4.04 Provisions as to Paying Agent 28 Section 4.05 Existence 29 Section 4.06 Rule 144A Information Requirement and Annual Reports 29 Section 4.07 Stay, Extension and Usury Laws 31 Section 4.08 Compliance Certificate; Statements as to Defaults 31 Section 4.09 Further Instruments and Acts 32 Article 5 Lists Of Holders And Reports By The Company And The Trustee Section 5.01 Lists of Holders 32 Section 5.02 Preservation and Disclosure of Lists 32 Article 6 Defaults And Remedies Section 6.01 Events of Default 32 Section 6.02 Acceleration; Rescission and Annulment 34 Section 6.03 Additional Interest 35 Section 6.04 Pay