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 July 2025
Commission File Number: 001-40370
BITFARMS LTÉE
(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 July 22, 2025, the Registrant filed with the Canadian Securities Regulatory Authorities on the System for Electronic Data Analysis and Retrieval + (SEDAR +) a press release, a copy of which is attached hereto as Exhibit 99.1, which is incorporated herein by reference into the Registration Statement of Bitfarms Ltd. on Form F-10 (File No. 333-272989), as amended or supplemented.
See the Exhibits listed below.
Exhibits
| Exhibit No. | Description | |
| 99.1 | Press release dated July 22, 2025 |
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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 LTÉE | |||
| Par : | /s/ Ben Gagnon | ||
| Name: | Ben Gagnon | ||
| Title: | Directeur général | ||
Date: July 25, 2025
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Exhibit 99.1
Bitfarms annonce un programme de rachat d'actions de la société
Ce communiqué de presse constitue un « communiqué de presse désigné » aux fins du deuxième supplément de prospectus modifié et mis à jour de la Société, daté du 17 décembre 2024, à son prospectus préalable de base simplifié daté du 10 novembre 2023.
Toronto, Ontario (July 22, 2025) - Bitfarms Ltd. (Nasdaq/TSX: BITF) (“Bitfarms” or the “Company”), a global energy and compute infrastructure company, today announced that the Board of Directors has approved effective immediately the commencement of a corporate share buyback program. Toronto Stock Exchange (the “TSX”) has accepted the notice filed by the Company to establish a normal course issuer bid program (the “Program”).
Under the Program, the Company is authorized to purchase up to 49,943,031 of its common shares (out of the 557,548,857 common shares outstanding as at July 14, 2025) representing up to 10% of the Company’s public float of 499,430,313 common shares, during the period starting on July 28, 2025 and ending on July 27, 2026.
CEO Ben Gagnon stated, “We believe that Bitfarms’ shares are currently undervalued because our Bitcoin business is underappreciated by the market, with little to no value being associated with our HPC potential. This Program demonstrates our confidence in Bitfarms’ business, our management team, and most importantly our high-performance computing data center growth strategy. We strongly believe our unique and highly desirable energy portfolio in Pennsylvania will drive long-term, sustainable growth that is financeable and enables management to leverage its balance sheet strength to drive shareholder value with this buyback program while simultaneously pursuing growth opportunities in HPC/AI to best capitalize on our substantial US energy pipeline.”
Le moment, le prix et le volume des rachats dépendront de divers facteurs, notamment les besoins et les priorités de l'entreprise en matière de liquidités, ainsi que les conditions générales du marché, le cours de l'action, les exigences et les restrictions réglementaires et d'autres facteurs.
Bitfarms may purchase shares, from time to time, through the facilities of the TSX and/or the Nasdaq Stock Market (the “Nasdaq”), or by such other means as may be permitted by the TSX and/or Nasdaq or under applicable law. Daily repurchases on the TSX will be limited to a maximum of 494,918 common shares, representing 25% of the average daily trading volume for the six months ended June 30, 2025 (being 1,979,673 common shares), except where purchases are made in accordance with the “block purchase exception” of the TSX rules. Purchases of common shares through the Nasdaq will be made in the normal course and will not, during the twelve-month period ending July 27, 2026 exceed, in the aggregate, 5% of the outstanding common shares as at the commencement of the Program. All shares purchased by the Company under the Program will be cancelled.
Les achats seront effectués par la Société conformément aux exigences de la TSX et/ou du Nasdaq, et le prix que la Société payera pour ces actions ordinaires sera le cours du marché de ces actions ordinaires au moment de l'acquisition, ou tout autre prix autorisé par la TSX et/ou le Nasdaq.
Dans le cadre du programme, la société a conclu une convention de rachat automatique avec son courtier désigné afin de permettre l'achat de ses actions ordinaires pendant certaines périodes d'interdiction prédéterminées, conformément aux instructions fournies par la société lorsqu'elle n'est pas en période d'interdiction. En dehors de ces périodes d'interdiction prédéterminées, tout rachat d'actions ordinaires sera effectué à la discrétion de la direction, sous réserve des lois applicables. Bien que la Société ait actuellement l'intention d'acquérir ses actions ordinaires dans le cadre du programme, elle ne sera pas tenue d'effectuer des achats en vertu dudit programme.
À propos de Bitfarms ltée
Founded in 2017, Bitfarms is a North American energy and compute infrastructure company that develops, owns, and operates vertically integrated data centers. Bitfarms currently operates 15 data centers situated in four countries, which currently mine Bitcoin: the United States, Canada, Argentina and Paraguay.
Pour en savoir plus sur les événements, les développements et les communautés en ligne de Bitfarms :
www.bitfarms.com
https://www.facebook.com/BitfarmsFR/
http://x.com/Bitfarms_io
https://www.instagram.com/bitfarms_fr/
https://www.linkedin.com/company/bitfarms-fr
Énoncés prévisionnels
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 potential purchases under the Program, growth opportunities and prospects for the Company, and other statements regarding future growth, plans and objectives of the Company are forward-looking information.
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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. This forward-looking information is based on assumptions and estimates of management of Bitfarms 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 Bitfarms to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors, risks and uncertainties include, among others: an inability to apply the Company’s data centers to HPC/AI opportunities on a profitable basis; a failure to secure long-term contracts associated with HPC/AI customers on terms which are economic or at all; the construction and operation of new facilities may not occur as currently planned, or at all; expansion of existing facilities may not materialize as currently anticipated, or at all; an inability to satisfy the Panther Creek location related milestones which are conditions to loan drawdowns under the Macquarie Group financing facility; an inability to deploy the proceeds of the Macquarie Group financing facility to generate positive returns at the Panther Creek location; the construction and operation of new facilities may not occur as currently planned, or at all; expansion of existing facilities may not materialize as currently anticipated, or at all; new miners may not perform up to expectations; revenue may not increase as currently anticipated, or at all; the ongoing ability to successfully mine digital currency is not assured; failure of the equipment upgrades to be installed and operated as planned; the availability of additional power may not occur as currently planned, or at all; expansion may not materialize as currently anticipated, or at all; the power purchase agreements and economics thereof may not be as advantageous as expected; potential environmental cost and regulatory penalties due to the operation of the former Stronghold plants which entail environmental risk and certain additional risk factors particular to the former business and operations of Stronghold including, land reclamation requirements may be burdensome and expensive, changes in tax credits related to coal refuse power generation could have a material adverse effect on the business, financial condition, results of operations and future development efforts, competition in power markets may have a material adverse effect on the results of operations, cash flows and the market value of the assets, the business is subject to substantial energy regulation and may be adversely affected by legislative or regulatory changes, as well as liability under, or any future inability to comply with, existing or future energy regulations or requirements, the operations are subject to a number of risks arising out of the threat of climate change, and environmental laws, energy transitions policies and initiatives and regulations relating to emissions and coal residue management, which could result in increased operating and capital costs and reduce the extent of business activities, operation of power generation facilities involves significant risks and hazards customary to the power industry that could have a material adverse effect on our revenues and results of operations, and there may not have adequate insurance to cover these risks and hazards, employees, contractors, customers and the general public may be exposed to a risk of injury due to the nature of the operations, limited experience with carbon capture programs and initiatives and dependence on third-parties, including consultants, contractors and suppliers to develop and advance carbon capture programs and initiatives, and failure to properly manage these relationships, or the failure of these consultants, contractors and suppliers to perform as expected, could have a material adverse effect on the business, prospects or operations; the digital currency market; the ability to successfully mine digital currency; 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 to operate cryptocurrency mining assets; the risks of an increase in 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 Bitfarms operates and the potential adverse impact on profitability; future capital needs and the ability to complete current and future financings, including Bitfarms’ ability to utilize an at-the-market offering program ( “ATM Program”) and the prices at which securities may be sold in such ATM Program, as well as capital market conditions in general; share dilution resulting from an ATM Program and from other equity issuances; the risks of debt leverage and the ability to service and eventually repay the Macquarie Group financing facility; volatile securities markets impacting security pricing unrelated to operating performance; the risk that a material weakness in internal control over financial reporting could result in a misstatement of financial position that may lead to a material misstatement of the annual or interim consolidated financial statements if not prevented or detected on a timely basis; risks related to the Company ceasing to qualify as an “emerging growth company”; risks related to unsolicited investor interest, takeover proposals, shareholder activism or proxy contests relating to the election of directors; risks relating to lawsuits and other legal proceedings and challenges; 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 Bitfarms’ filings on www.sedarplus.ca (which are also available on the website of the U.S. Securities and Exchange Commission (the “SEC") at www.sec.gov), including the Company's annual information form for the year ended December 31, 2024, management’s discussion & analysis for the year-ended December 31, 2024 and the management's discussion and analysis for the three months ended March 31, 2025. Although Bitfarms 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 Bitfarms. 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. Bitfarms does not undertake any obligation to revise or update any forward-looking information other than as required by law. 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.
Contact pour les relations avec les investisseurs :
Laine Yonker
lyonker@bitfarms.com
Contact médias :
Caroline Brady Baker
cbaker@bitfarms.com
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