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

Rhea-AI Filing Summary

Bitfarms Ltd. amended its existing loan facility to provide an aggregate of $300,000,000 to fund development of the Panther Creek data center and to allow an incremental $50,000,000 tranche to be drawn by a project-level indirect subsidiary secured by guarantor assets. Several U.S. and all Canadian subsidiaries previously guaranteeing the facility have been released from their guarantees and pledges. As part of the amendment, Macquarie will receive warrants to buy $10,000,000 of Bitfarms shares at a strike set at a 25% premium to a 5-day VWAP (subject to a floor) with a five-year tenor and customary resale registration rights. The modified loan agreement adds customary affirmative and negative covenants and requires Bitfarms to maintain a minimum cash balance of $50,000,000 while amounts under the facility are outstanding and to deposit additional cash if average bitcoin prices fall below specified thresholds.

Positive

• $300M facility dedicated to Panther Creek development provides clear project funding
• Release of several U.S. and all Canadian subsidiaries from guarantees reduces their secured exposure
• $10M in warrants to Macquarie aligns lender incentives and may reduce near-term cash interest burden

Negative

• Requirement to maintain a minimum $50M cash balance increases ongoing liquidity pressure
• Price-triggered additional cash deposit obligations tied to average bitcoin prices create contingent funding needs
• New affirmative and negative covenants add restrictions on disposals, dividends, debt and related-party transactions

Insights

Debt & Capital Markets Analyst

Facility amendment secures construction funding but tightens liquidity and covenant constraints.

The amendment raises dedicated project funding of $300,000,000 and an incremental $50,000,000 tranche for the Panther Creek data center, which clarifies near-term financing for construction and separates project-level exposure via a secured draw by an indirect subsidiary.

These changes are balanced by stricter credit controls: a $50,000,000 minimum cash covenant and price-triggered cash top-ups tied to average bitcoin prices increase liquidity demands and create potential short-term cash strain if crypto prices fall. Monitor average bitcoin price thresholds and covenant compliance over the next 12 months.

Corporate Finance & Dilution Specialist

Warrants grant financier equity upside while releasing certain subsidiary guarantors.

Macquarie receives warrants to acquire $10,000,000 of shares at a 25% premium to a 5-day VWAP with a five-year term, with customary registration rights for resale. That creates potential future dilution and aligns the lender with equity upside rather than immediate cash interest.

The release of some U.S. and all Canadian subsidiaries from guarantees reduces their secured exposure, which may simplify corporate structure and isolate project risk for creditors; track potential dilution if warrants are exercised within the five-year window.

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 10, 2025, Bitfarms Ltd. (“Bitfarms” or the “Company”) entered into 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. The Amendment modified the terms of the Company’s previously-announced private debt facility (the “Loan Agreement”) for up to $300 million with Macquarie to, among other things, limit the borrowers and guarantors under the Loan Agreement to certain subsidiaries of the Company holding project-specific assets, other than an unsecured guarantee of the Company and limited guarantees and collateral provided by certain subsidiaries of the Company in connection with the minimum cash requirements described below (the “Facility”). Bitfarms anticipates using the Facility’s funds to finance the development of its data center campus in Panther Creek, Pennsylvania, subject to the achievement of certain milestones and other conditions as set forth in the Facility.

Pursuant to the Amendment, Bitfarms will draw an additional $50 million from the Facility, subject to customary closing conditions, and will be able to draw on additional tranches of funding under the Facility subject to certain conditions, including the consent of Macquarie.

The Amendment further provides that, among other things:

● The aggregate principal amount of $300 million in funding under the Facility is intended to fund the development of the data center project at Panther Creek.

● The incremental $50 million tranche to be withdrawn from the Facility is to be drawn by a project-level indirect subsidiary and is secured by certain assets of the guarantors.

● Certain of the U.S. and all of the Canadian direct and indirect subsidiaries of the Company that had previously guaranteed obligations of the Company under the Facility and pledged certain assets to secure those guarantees have been released from their guarantees and pledges.

● In connection with entering into the Amendment, Macquarie will receive warrants for the purchase of $10 million in shares of Bitfarms at a strike price equal to a 25% premium, in each case, based on the volume weighted average of the trailing 5 trading days’ closing price (subject to a minimum strike price floor equal to the last closing price of Bitfarms’ shares on the Nasdaq/TSX) and with a tenor of five years. The warrants and underlying shares are subject to customary registration rights for the resale of the underlying shares.

● The Loan Agreement as modified by the Amendment includes various customary affirmative and negative covenants , including restrictions on dispositions, dividends, the incurrence of debt and liens, material changes in the nature of its business, related party transactions, and investments, in each case subject to certain customary exclusions and carveouts. In addition, Bitfarms must maintain a minimum of $50 million balance in cash at all times while amounts under the Facility are outstanding and must deposit additional amounts of cash if the average bitcoin price drops below certain thresholds as provided in the Loan Agreement (which funds will be returned if the bitcoin price returns to the previous thresholds).

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DOCUMENTS INCLUDED AS PART OF THIS FORM 6-K

On October 10, 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.

See the Exhibits listed below.

Exhibits

Exhibit No.		Description
99.1		Press release dated October 10, 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 LTD.
	By:	/s/ Ben Gagnon
		Name:	Ben Gagnon
		Title:	Chief Executive Officer

Date: October 10, 2025

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FAQ

What is the total amount available under Bitfarms' amended facility (BITF)?

The aggregate principal amount under the facility is $300,000,000, with an incremental $50,000,000 tranche available to a project-level indirect subsidiary.

Who receives warrants in the amendment and for how much (BITF)?

Macquarie will receive warrants to purchase $10,000,000 of Bitfarms shares at a strike equal to a 25% premium to the 5-day VWAP, subject to a minimum floor, with a five-year term.

Which subsidiaries were released from guarantees under the amended loan agreement?

Certain U.S. direct and indirect subsidiaries and all Canadian direct and indirect subsidiaries that previously guaranteed obligations have been released from their guarantees and pledges.

What ongoing cash covenant must Bitfarms meet while the facility is outstanding?

Bitfarms must maintain a minimum cash balance of $50,000,000 at all times while amounts under the facility are outstanding.

Are there conditions tied to bitcoin prices in the amendment?

Yes. If the average bitcoin price drops below specified thresholds, Bitfarms must deposit additional cash amounts (which will be returned if prices recover to previous thresholds).

Do the warrants include resale rights?

Yes. The warrants and the underlying shares are subject to customary registration rights permitting resale of the underlying shares.