Every 8-K that Bitfarms Ltd. (BITF) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow BITF and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BITF filings page.
Keel Infrastructure Corp. is raising capital through an offering of $400 million aggregate principal amount of 1.250% convertible senior notes due 2032, upsized from a previously announced $350 million deal. Initial purchasers also have a 13‑day option to buy up to an additional $58 million of notes.
The notes carry a 1.250% annual coupon, payable semi‑annually, and mature on January 15, 2032. They are initially convertible at 134.9073 shares per $1,000 of notes, implying a conversion price of about $7.41, a 25% premium to the $5.93 share price on June 4, 2026. Keel may settle conversions in cash, stock, or both.
Keel plans to use part of the net proceeds to fund capped call transactions with a cap price of $11.86 per share, a 100% premium to the same reference price, to help limit potential dilution or excess cash payments upon conversion. Remaining proceeds are earmarked for general corporate purposes, including deposits for long‑lead equipment and collateral for letters of credit tied to expanding or accelerating data center development projects.
Keel Infrastructure Corp. plans a private offering of $350 million aggregate principal amount of convertible senior notes due 2032, subject to market and required exchange approvals. Initial purchasers are expected to receive a 13‑day option to buy up to an additional $58 million of notes.
The notes will be senior unsecured obligations of Keel, fully and unconditionally guaranteed on a senior unsecured basis by Bitfarms Ltd. They will accrue interest payable semi‑annually and will be convertible into cash, Keel common stock, or a combination, at Keel’s election, with specific terms set at pricing.
Keel intends to use part of the net proceeds to enter into capped call transactions designed to limit dilution or higher cash outlay on conversion, with the remainder earmarked for general corporate purposes, including deposits and collateral for data center development projects.
Keel Infrastructure Corp., successor to Bitfarms, reported significantly weaker results for the quarter ended March 31, 2026. Revenue was $36,992,000, down 22% from $47,651,000 a year earlier, while cost of revenues rose to $63,297,000, leading to a gross loss of $26,305,000 and a gross margin of -71%.
Operating loss widened to $98,388,000 from $34,841,000, reflecting higher general and administrative expenses, larger fair value losses on digital assets, and an impairment of long‑lived assets. Net loss increased to $145,353,000 from $55,553,000, including losses from discontinued operations.
Keel reported EBITDA of -$100,006,000 versus -$20,320,000 and a negative EBITDA margin of -270%. Adjusted EBITDA fell to -$16,710,000 from $6,903,000, as digital asset volatility, debt extinguishment, and other non‑recurring costs weighed on results. Despite this, management highlighted approximately $533,000,000 of liquidity as of May 8, 2026, including $336,000,000 in cash and $197,000,000 in unencumbered Bitcoin, to fund development at its Panther Creek, Sharon, and Moses Lake projects.
Keel Infrastructure Corp. updated its executive employment arrangements following its U.S. redomiciliation. New agreements were entered into with Chief Operating Officer Liam Wilson, Chief Financial Officer Jonathan Mir, and EVP & General Counsel Rachel Silverstein, aligning their terms under a standardized Form of Employment Agreement.
Mir and Wilson each receive a proposed new base salary of $478,888 and a Short-Term Incentive Plan bonus opportunity of 100% of salary, for target total cash compensation of $957,776. Silverstein’s proposed base salary is $378,888 with a 70% STIP target, for $644,110 in target total cash compensation.
The executives remain eligible for Performance Share Units, Restricted Share Units, and participation in Keel’s long-term incentive and benefit plans. The agreements include confidentiality, non-solicitation, and one-year non-competition covenants, plus severance protections that can provide up to 18 months of base salary for Mir and Wilson and up to 12 months for Silverstein, along with prorated bonuses and continued health coverage after qualifying terminations.
Keel Infrastructure Corp., a Delaware corporation, has become the new parent of Bitfarms Ltd. through a 1-for-1 share exchange as part of a U.S. redomiciliation plan. Former Bitfarms shareholders received one share of Keel common stock for each Bitfarms share, in a transaction exempt from registration under Section 3(a)(10) of the Securities Act.
Keel will succeed Bitfarms as the listed entity, with its common stock trading on Nasdaq and the TSX under the symbol “KEEL” beginning April 6, 2026, when Bitfarms shares are delisted. Keel also became co‑obligor on Bitfarms’ US$588 million 1.375% convertible senior notes due January 15, 2031, and will report as a U.S. domestic registrant.
The board and executive team largely carry over from Bitfarms, and Keel assumed several existing long-term incentive plans, amending them so awards settle in Keel common stock. Keel’s new charter authorizes up to 1.5 billion common shares and 120 million preferred shares, includes various Delaware-style anti‑takeover and governance provisions, and expands indemnification protections for directors and officers.