6-K - KEEL - Equibles

UNITED STATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM 6-K ****

REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDERTHE SECURITIES EXCHANGE ACT OF 1934

Forthe month of June 2024

CommissionFile Number: 001-40370

BITFARMS LTD.

(Translation of registrant’s name into English)

110Yonge 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 ☒

DOCUMENTSINCLUDED AS PART OF THIS FORM 6-K

On June 10, 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, which is incorporated by reference into 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.

Exhibits
Exhibit No.	Description
99.1	Material Change Report dated June 10, 2024

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/<br> Nicolas Bonta
	Name:	Nicolas<br> Bonta
	Title:	Chairman<br> and Interim CEO

Date: June 11, 2024

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

June 10, 2024.

Item 3	News Release

The press release attached as Schedule “A” was released on June 10, 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.

Item 8	Executive Officer

Nicolas Bonta

Chairman

Bitfarms Ltd.

nbonta@bitfarms.com

Item 9	Date of Report

June 10, 2024.

Schedule “A”

BitfarmsAnnounces Toronto Stock Exchange Deferral of Consideration of Shareholder Rights Plan

Thisnews release constitutes a “designated news release” for the purposes of the Company’s prospectus supplement datedMarch 8, 2024, to its short form base shelf prospectus dated November 10, 2023.

Toronto,Ontario and Brossard, Québec (June 10, 2024) - Bitfarms Ltd. (Nasdaq/TSX: BITF) (“Bitfarms” or the “Company”), a global Bitcoin vertically integrated company, today announced that it has been notified by the Toronto Stock Exchange (the “TSX”) that the TSX will defer its consideration of the acceptance of the Company’s tactical shareholder rights plan (the “Rights Plan”), as announced earlier today, until: (i) such time as it is satisfied that the appropriate securities commission will not intervene pursuant to National Policy 62-202; and (ii) the ratification of the Rights Plan by the shareholders of the Company by no later than December 10, 2024.

A deferral of acceptance of the Rights Plan by the TSX does not affect the adoption or operation of the Rights Plan, which will remain operative and effective for a minimum of six months from the date of adoption on June 10, 2024, unless earlier terminated.

A copy of the Rights Plan is available under the Company’s profile on SEDAR+ at www.sedarplus.ca or at www.sec.gov.

AboutBitfarms 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 12 Bitcoin mining facilities and one 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/

CautionaryStatement

Tradingin the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatoryauthority has approved or disapproved the information contained herein. Neither the Toronto Stock Exchange, Nasdaq, or any other securitiesexchange or regulatory authority accepts responsibility for the adequacy or accuracy of this release.

Forward-LookingStatements

Thisnews release contains certain “forward-looking information” and “forward-looking statements” (collectively, “forward-lookinginformation”) that are based on expectations, estimates and projections as at the date of this news release and are covered bysafe harbors under Canadian and United States securities laws. The statements and information in this release regarding the operationand termination of the Rights Plan, and TSX approval of the Rights Plan, are forward-looking information. Any statements that involvediscussions 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 certainactions, events or results “may” or “could”, “would”, “might” or “will” betaken to occur or be achieved) are not statements of historical fact and may be forward-looking information.

Thisforward-looking information is based on assumptions and estimates of management of the Company at the time they were made, and involvesknown and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Companyto 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 construction and operation of the Company’s facilities may not occuras currently planned, or at all; expansion may not materialize as currently anticipated, or at all; the power purchase agreements andeconomics thereof may not be as advantageous as expected; 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 currencyinventory, or at all; a decline in digital currency prices may have a significant negative impact on operations; an increase in networkdifficulty may have a significant negative impact on operations; the volatility of digital currency prices; the anticipated growth andsustainability of hydroelectricity for the purposes of cryptocurrency mining in the applicable jurisdictions; the inability to maintainreliable and economical sources of power for the Company to operate cryptocurrency mining assets; the risks of an increase in the Company’selectricity costs, cost of natural gas, changes in currency exchange rates, energy curtailment or regulatory changes in the energy regimesin the jurisdictions in which the Company operates and the potential adverse impact on the Company’s profitability; the abilityto complete current and future financings; the impact of the restatement on the price of the Company’s common shares, financialcondition and results of operations; the risk that a material weakness in internal control over financial reporting could result in amisstatement of the Company’s financial position that may lead to a material misstatement of the annual or interim consolidatedfinancial statements if not prevented or detected on a timely basis; historical prices of digital currencies and the ability to minedigital currencies that will be consistent with historical prices; and the adoption or expansion of any regulation or law that will preventBitfarms 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.sedarplus.ca (which are also available onthe website of the U.S. Securities and Exchange Commission at www.sec.gov), includingthe MD&A for the year-ended December 31, 2023, filed on March 7, 2024 and the MD&A forthree-month period ended March 31, 2024 filed on May 15, 2024. Although the Company has attempted to identify important factorsthat could cause actual results to differ materially from those expressed in forward-looking statements, there may be other factors thatcause results not to be as anticipated, estimated or intended, including factors that are currently unknown to or deemed immaterial bythe Company. There can be no assurance that such statements will prove to be accurate as actual results and future events could differmaterially 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.

InvestorRelations Contact:

Tracy Krumme

SVP, Investor Relations

+1 786-671-5638

tkrumme@bitfarms.com

MediaContacts:

Actual Agency

Khushboo Chaudhary

+1 646-373-9946

mediarelations@bitfarms.com

Québec Media

Tact

Louis-Martin Leclerc

+1 418-693-2425

lmleclerc@tactconseil.ca

U.S. Media

Dan Katcher or Joseph Sala

Joele Frank, Wilkinson Brimmer Katcher

212-355-4449