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 May 2024
Commission File Number: 001-40370
BITFARMS
LTD.
(Exact Name of Registrant as Specified
in Its Charter)
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 May 13, 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, and which is incorporated by reference to 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.
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BITFARMS LTD. |
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By: |
/s/ Nicolas Bonta |
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Name: |
Nicolas Bonta |
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Title: |
Chairman and Interim CEO |
Date: May 13, 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 |
May 13, 2024.
The press release attached as Schedule “A” was
released on May 13, 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
May 13, 2024.
Schedule “A”
Bitfarms
Announces Acceleration of Previously Announced
Termination of CEO and Provides Update on New CEO
Appointment
- Geoffrey Morphy terminated as CEO and Nicolas
Bonta appointed on interim basis –
-CEO Executive search nearing completion-
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
(May 13, 2024) - Bitfarms Ltd. (NASDAQ/TSX: BITF), a global vertically integrated Bitcoin mining
company, today announces that Geoffrey Morphy, who had been continuing as President and Chief Executive Officer pending an executive
search for a replacement as announced on March 25, 2024, has been terminated effective immediately. Mr. Morphy also no longer serves as
a director of the Company. On May 10, 2024, Mr. Morphy filed a Statement of Claim in the Superior Court of Ontario against the Company
claiming damages for breach of contract, wrongful dismissal and aggravated and punitive damages in the amount of USD$27 million. The Company
believes the claims are without merit and intends to defend itself vigorously. Nicolas Bonta, Chairman and Co-Founder of the Company,
has been appointed interim President and Chief Executive Officer, and will lead the Company until the executive search is completed and
his successor is appointed.
The Company also announced
that the CEO executive search is nearing completion and that the Company will be appointing a new CEO in the next several weeks.
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 11 operating Bitcoin mining facilities and two 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 prospects for management
changes and other statements regarding future growth, plans and objectives of the Company 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 and
are intended to identify 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 absence of any guarantee that the outcome of the claims by the former CEO will
be decided favorably to the Company or that the resolution of any such matter will not have a material adverse effect upon the Company’s
financial condition; the ability to manage the business and affairs of the Company on an interim basis pending the hiring of a permanent
President and Chief Executive Officer; the ability to recruit and hire a qualified President and Chief Executive Officer on a timely basis
and the ability of the candidate who is chosen to successfully fulfill the requirements of the position; 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 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 adverse impact on the Company’s profitability; the ability to complete current and future financings, including the Company’s
ability to utilize the Company’s at-the-market equity offering program (the “ATM Program”) and the prices at which the
Company may sell Common Shares in the ATM Program; any regulations or laws that will prevent Bitfarms from operating its business; 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.SEDAR.com (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. 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 contacts:
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
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