[6-K] Bitfarms Ltd Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Bitfarms Ltd. (BITF) reported a financing update. On October 24, 2025, the company closed an additional $50 million draw under its amended Loan and Security Agreement with Macquarie Equipment Capital, Inc.

In connection with the closing, Bitfarms issued Macquarie warrants exercisable into 2,197,127 common shares at a $5.69 strike price, reflecting a 25% premium to the trailing five-day volume-weighted average price prior to closing. The warrants expire on October 24, 2030.

This transaction provides additional liquidity via the loan draw, paired with equity-linked warrants set at a premium strike price.

Insights

Capital markets analyst

$50M loan draw closed; warrants issued at a premium.

Bitfarms completed an additional $50,000,000 draw from its facility with Macquarie Equipment Capital. As part of the terms, the company issued warrants exercisable for 2,197,127 common shares with a strike of $5.69, set at a 25% premium to the trailing five-day VWAP prior to closing.

The structure pairs immediate debt funding with equity-linked instruments expiring on October 24, 2030. Actual equity issuance, if any, depends on future warrant exercises, which are at the holder’s discretion.

Key terms to track in subsequent disclosures include any additional draws under the amended facility and changes to outstanding warrants. The filing does not specify further conditions beyond the stated strike, premium, and expiry in the provided excerpt.

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 ☒

EXPLANATORY NOTE

On October 24, 2025, Bitfarms Ltd. (“Bitfarms” or the “Company”) closed the additional draw of $50 million (the “Closing”) pursuant to the previously-announced Amendment No. 1 to the Loan and Security Agreement (the “Amendment”) with Macquarie Equipment Capital, Inc., a division of Macquarie Group’s Commodities and Global Markets’ business (“Macquarie”) and certain subsidiaries of the Company and lenders of the Company named therein. In connection with the Closing and pursuant to the terms of the Amendment, the Company issued to Macquarie warrants (the “warrants”) exercisable into 2,197,127 common shares of Bitfarms (the “common shares”) at a strike price of $5.69 per common share, representing a premium of 25% over the trailing five-day volume weighted average price prior to the date of Closing. The warrants expire on October 24, 2030.

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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 LTD.
	By:	/s/ Ben Gagnon
		Name:	Ben Gagnon
		Title:	Chief Executive Officer

Date: October 24, 2025

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FAQ

What financing action did Bitfarms (BITF) complete?

Bitfarms closed an additional $50 million draw under its amended Loan and Security Agreement with Macquarie Equipment Capital, Inc..

Who is the counterparty to Bitfarms’ loan draw?

The lender is Macquarie Equipment Capital, Inc., a division of Macquarie Group’s Commodities and Global Markets business.

What are the key terms of the warrants issued by Bitfarms?

Warrants are exercisable into 2,197,127 common shares at a $5.69 strike price, a 25% premium to the trailing five-day VWAP prior to closing.

When do the Bitfarms warrants expire?

The warrants expire on October 24, 2030.

What form disclosed this update and when?

The update was disclosed on a Form 6-K for the month of October 2025.

Does Bitfarms receive cash from this transaction?

Yes. The company received proceeds from the $50 million additional loan draw.

How is the warrant strike price positioned relative to market levels?

The $5.69 strike represents a 25% premium to the trailing five-day volume-weighted average price prior to the closing date.