|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
|
Bitfarms Ltd. (Name of Issuer) |
Common Shares (Title of Class of Securities) |
09173B107 (CUSIP Number) |
Riot Platforms, Inc. 3855 Ambrosia Street, Suite 301, Castle Rock, CO, 80109 303-794-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/01/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 09173B107 |
| 1 |
Name of reporting person
Riot Platforms, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEVADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
68,308,376.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares | |
| (b) | Name of Issuer:
Bitfarms Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
110 YONGE STREET, SUITE 1601, TORONTO,
ONTARIO, CANADA
, M5C 1T4. | |
Item 1 Comment:
This Amendment No. 17 to Schedule 13D ("Amendment No. 17") relates to the Schedule 13D filed on May 28, 2024 (as amended by Amendment No. 1, dated May 29, 2024, Amendment No. 2, dated June 4, 2024, Amendment No. 3 dated June 5, 2024, Amendment No. 4 dated June 12, 2024, Amendment No. 5 dated June 13, 2024, Amendment No. 6 dated June 24, 2024, Amendment No. 7 dated July 31, 2024, Amendment No. 8 dated August 5, 2024, Amendment No. 9 dated August 9, 2024, Amendment No. 10 dated August 14, 2024, Amendment No. 11 dated August 21, 2024, Amendment No. 12 dated September 5, 2024, Amendment No. 13 dated September 23, 2024, Amendment No. 14 dated April 9, 2025, Amendment No. 15 dated June 6, 2025 and Amendment No. 16 dated June 20, 2025, the "Schedule 13D") by Riot Platforms, Inc., a Nevada corporation (the "Reporting Person"), relating to the Common Shares, no par value per share (the "Common Shares"), of Bitfarms Ltd., a corporation incorporated under the Canada Business Corporations Act and continued under the Business Corporations Act (Ontario) (the "Company"), whose principal executive offices are located at 110 Yonge Street, Suite 1601, Toronto, Ontario, M5C 1T4.
Except as specifically amended by this Amendment No. 17, the Schedule 13D is unchanged. | ||
| Item 2. | Identity and Background | |
| (a) | The information previously included as Exhibit 3 to Amendment No. 14 to the Schedule 13D is hereby replaced with the information set forth in Schedule A hereto, which information is incorporated herein by reference. | |
| (b) | The information previously included as Exhibit 3 to Amendment No. 14 to the Schedule 13D is hereby replaced with the information set forth in Schedule A hereto, which information is incorporated herein by reference. | |
| (c) | The information previously included as Exhibit 3 to Amendment No. 14 to the Schedule 13D is hereby replaced with the information set forth in Schedule A hereto, which information is incorporated herein by reference. | |
| (d) | The Reporting Person and the individuals listed on Schedule A hereto have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | The Reporting Person and the individuals listed on Schedule A hereto have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which proceeding any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | The information previously included as Exhibit 3 to Amendment No. 14 to the Schedule 13D is hereby replaced with the information set forth in Schedule A hereto, which information is incorporated herein by reference. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) and (b) of the Schedule 13D is hereby amended and restated to read in full as follows:
The aggregate number and percentage of the Common Shares that are beneficially owned by the Reporting Person and as to which the Reporting Person has sole voting power, shared voting power, sole dispositive power and shared dispositive power are set forth on the cover page of this Statement, and such information is incorporated herein by reference. The percentage used herein is calculated based on an aggregate of 555,961,590 Common Shares outstanding, based on the information contained in the Company's management information circular, filed on SEDAR+ on June 9, 2025. As previously described in the Schedule 13D, the Reporting Person has granted to the Company and any of its designees an irrevocable proxy with respect to any Common Shares the voting power of which represents in excess of 9.9% of the total voting power of all securities of the Company entitled to vote for the election of directors of the Company from time to time outstanding. As a result of such proxy, the Reporting Person currently exercises voting power over approximately 55,040,197, or approximately 9.9%, of the outstanding Common Shares. | |
| (b) | The information in Item 5(a) of this Amendment No. 17 is incorporated herein by reference. | |
| (c) | Information concerning the Common Shares sold by the Reporting Person since the Reporting Person's last filing on Schedule 13D is set forth in Schedule B hereto and is incorporated herein by reference. Except as described in this Amendment No. 17, none of the Reporting Person nor any director or officer of the Reporting Person has effected any transactions in the Common Shares since the Reporting Person's last filing on Schedule 13D. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1: Schedule A to Item 2 of this Amendment No. 17
Exhibit 99.2: Schedule B to Item 5 of this Amendment No. 17 | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
Exhibit 99.1
SCHEDULE A
Directors and Executive Officers of the Reporting Person
The following table sets forth certain information with respect to the directors and executive officers of the Reporting Person. Unless otherwise specified below, the business address and address of the organization of principal occupation or employment of each director and executive officer of the Reporting Person is 3855 Ambrosia Street, Suite 301 Castle Rock, CO, USA 80109.
| Name | Position | Citizenship |
| Benjamin Yi | Director and Executive Chairman | Canada |
| Jason Les | Director and Chief Executive Officer | United States |
| Jaime Leverton | Director | Canada |
| Michael Turner | Director | Canada |
| Doug Mouton | Director | United States |
| Lance D’Ambrosio | Director | United States |
| Colin Yee | Executive Vice President, Chief Financial Officer | Canada |
| William Jackman | Executive Vice President, General Counsel and Secretary | Canada |
| Jason Chung | Executive Vice President, Head of Corporate Development & Strategy | Canada |
| Jonathan Gibbs | Chief Data Center Officer | United States |
| Ryan Werner | Senior Vice President, Chief Accounting Officer | United States |
| Stephen Howell | Chief Operating Officer | United States |
Exhibit 99.2
SCHEDULE B
The table below specifies the date, amount, weighted average price and price range of the Common Shares sold by (or on behalf of) the Reporting Person since the Reporting Person’s last filing on Schedule 13D on June 20, 2025, all of which were sold on the open market. The Common Shares were sold in multiple transactions at prices within the ranges indicated in the Price Range column. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Shares sold at each separate price.
| Trade Date | Shares Sold | Weighted Average Price per Share (US$) | Price Range (US$) | |||
| 6/24/2025 | 342,026 | 0.800 | 0.800 – 0.801 | |||
| 6/25/2025 | 362,782 | 0.812 | 0.800 – 0.830 | |||
| 6/26/2025 | 600 | 0.803 | 0.803 | |||
| 6/30/2025 | 2,931,888 | 0.821 | 0.800 – 0.846 | |||
| 7/1/2025 | 2,802,484 | 0.838 | 0.820 – 0.861 |