UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
| 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
Telephone:
(303) 794-2000 |
Attention
to:
William Jackman
Executive Vice
President, General Counsel and Secretary |
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
| |
| August 13,
2024 |
| (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 remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
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).
| CUSIP
No. 09173B107 |
Page 2
of 5 |
SCHEDULE 13D
| 1 |
NAME
OF REPORTING PERSON
Riot Platforms, Inc. |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
WC |
| 5 |
CHECK
BOX 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 |
7 |
SOLE
VOTING POWER
85,293,054 |
| 8 |
SHARED
VOTING POWER
0 |
| 9 |
SOLE
DISPOSITIVE POWER
85,293,054 |
| 10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,293,054 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: |
¨ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.9% |
| 14 |
TYPE
OF REPORTING PERSON
CO |
| |
|
|
|
|
| CUSIP
No. 09173B107 |
Page 3
of 5 |
SCHEDULE 13D
Item 1. Security and Issuer.
This
Amendment No. 10 to Schedule 13D (“Amendment No. 10”) 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 and Amendment
No. 9 dated August 9, 2024, 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), whose principal executive offices are located at 110 Yonge Street, Suite 1601, Toronto, Ontario, M5C 1T4.
Except as specifically amended by this Amendment
No. 10, the Schedule 13D is unchanged.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended
and restated to read in full as follows:
The information disclosed under Item 4 of the
Schedule 13D (as amended by Amendment No. 10) is hereby incorporated by reference into this Item 3.
The
aggregate purchase price of the Common Shares held by the Reporting Person reported herein was US$190,940,256. The Common Shares beneficially
owned by the Reporting Person were purchased using funds out of its working capital.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended
and supplemented by adding the following information:
On August 13, 2024, the Reporting Person
issued a press release announcing that the Reporting Person had increased its beneficial ownership of the Common Shares to 18.9%. The
foregoing summary of the press release is not intended to be complete and is qualified in its entirety by reference to the full text
of the press release, which is filed as Exhibit 1 hereto and is incorporated herein by reference.
| CUSIP
No. 09173B107 |
Page 4
of 5 |
SCHEDULE 13D
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and supplemented by adding
the following information:
(c) The following information concerning
the Common Shares purchased by (or on behalf of) the Reporting Person during the 60-day period prior to this filing is added:
| Trade Date | |
Shares Purchased | | |
Weighted Average Price
per Share (US$) | | |
Price Range (US$) | |
| 08/09/2024 | |
| 1,552,838 | | |
| 2.27 | | |
| 2.21 – 2.32 | |
| 08/12/2024 | |
| 1,700,000 | | |
| 2.25 | | |
| 2.16 – 2.30 | |
| 08/13/2024 | |
| 1,000,000 | | |
| 2.28 | | |
| 2.20 – 2.34 | |
Item 7. Material to Be Filed as Exhibits.
Exhibit 1:Press Release of the Reporting Person, dated August 13, 2024
| CUSIP
No. 09173B107 |
Page 5
of 5 |
SCHEDULE 13D
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
Dated: August 14, 2024
| |
Riot Platforms, Inc. |
| |
|
| |
By: |
/s/
Colin Yee |
| |
|
Name: |
Colin Yee |
| |
|
Title: |
Chief Financial Officer |
Exhibit 1
riot
platforms, inc.
REPORTS BENEFICIAL OWNERSHIP OF 18.9% IN BITFARMS LTD.
CASTLE ROCK,
CO, August 13, 2024 – Riot Platforms, Inc. (“Riot”) issues this press release pursuant
to Part 3 of Canadian National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting
Issues and Part 5 of Canadian National Instrument 62-104 – Take-Over Bids and Issuer Bids in respect of Bitfarms
Ltd. (“Bitfarms” or the “Company”).
Riot announces that
on August 13, 2024 it acquired ownership of 1,000,000 common shares (the “Purchased Shares”) of the Company
representing approximately 0.22% of the issued and outstanding Common Shares (the “Common Shares”) of the Company (based
on the information contained in the Company’s management’s discussion and analysis for the three and six months ended June 30,
2024 (the “Company’s Q2 MD&A”)).
The Purchased Shares
were acquired through normal course purchases on the Nasdaq Stock Market and other open market trades for a weighted average price of
approximately US$2.28 per Purchased Share (equivalent to approximately C$3.13 per Purchased Share based on the daily exchange rate
posted by the Bank of Canada on August 13, 2024 (the “Exchange Rate”)) at a price range per Purchased Share of
approximately US$2.20 to US$2.34 (equivalent to approximately C$3.02 to C$3.21 based on the Exchange Rate) for an aggregate amount equal
to US$2,280,800.00 (equivalent to approximately C$3,129,942.84 based on the Exchange Rate).
Immediately prior to the acquisition of Common Shares giving rise to
the issuance of this press release, Riot beneficially owned 84,293,054 Common Shares, representing approximately 18.68% of the issued
and outstanding Common Shares (based on the information contained in the Company’s Q2 MD&A). Following completion of the aforementioned
acquisition, Riot beneficially owned 85,293,054 Common Shares, representing approximately 18.90% of the issued and outstanding Common
Shares as at the date hereof (based on the information contained in the Company’s Q2 MD&A).
On June 24, 2024, Riot announced that it
has requisitioned a special meeting of shareholders (the “Special Meeting”) at which Riot will seek to remove certain
directors from the Company’s Board of Directors (the “Bitfarms Board”) and replace them with independent director
candidates.
Riot intends to review its investment in the Company
on a continuing basis and depending upon various factors, including without limitation, any discussion between Riot, the Company and/or
the Bitfarms Board and its advisors regarding, among other things, the requisitioned Special Meeting and/or the composition of the Bitfarms
Board, the Company’s financial position and strategic direction, overall market conditions, other investment opportunities available
to Riot, and the availability of securities of the Company at prices that would make the purchase or sale of such securities desirable,
Riot may (i) increase or decrease its position in the Company through, among other things, the purchase or sale of securities of
the Company, including through transactions involving the Common Shares and/or other equity, debt, notes, other securities, or derivative
or other instruments that are based upon or relate to the value of securities of the Company in the open market or otherwise, (ii) enter
into transactions that increase or hedge its economic exposure to the Common Shares without affecting its beneficial ownership of the
Common Shares or (iii) consider or propose one or more of the actions described in subparagraphs (a) - (k) of Item 5 of
Riot’s early warning report filed in accordance with applicable Canadian securities laws, including submitting a revised proposal
to acquire the Company.
This press release is not meant to be, nor should
it be construed as, an offer (or an intention to make an offer) to buy or the solicitation of an offer to sell any of the Company’s
securities.
Riot will file
the Early Warning Report in accordance with applicable securities laws, which will be available under the Company’s profile at
www.sedarplus.ca. The head office of the Company is 110 Yonge Street, Suite 1601
Toronto, Ontario M5C 1T4. The address of Riot is 3855 Ambrosia Street, Suite 301, Castle Rock, CO 80109.
For
More Information
For further information
and to obtain a copy of the Early Warning Report, please see the Company’s profile on the SEDAR+ website (www.sedarplus.ca)
or contact Phil McPherson, Vice President, Capital Markets & Investor Relations, at (303) 794-2000 ext. 110.
About Riot Platforms, Inc.
Riot’s (NASDAQ: RIOT) vision is to be the
world’s leading Bitcoin-driven infrastructure platform. Our mission is to positively impact the sectors, networks, and communities
that we touch. We believe that the combination of an innovative spirit and strong community partnership allows the Company to achieve
best-in-class execution and create successful outcomes.
Riot, a Nevada corporation, is a Bitcoin mining
and digital infrastructure company focused on a vertically integrated strategy. Riot has Bitcoin mining operations in central Texas and
electrical switchgear engineering and fabrication operations in Denver, Colorado.
For more information,
visit www.riotplatforms.com.
Cautionary Note Regarding Forward Looking Statements
Statements contained herein that are not historical facts constitute
“forward-looking statements” and “forward-looking information” (together, “forward-looking statements”)
within the meaning of applicable U.S. and Canadian securities laws that reflect management’s current expectations, assumptions,
and estimates of future events, performance and economic conditions. Such forward-looking statements rely on the safe harbor provisions
of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934 and the safe harbor
provisions of applicable Canadian securities laws. Because such statements are subject to risks and uncertainties, actual results may
differ materially from those expressed or implied by such forward-looking statements. Words and phrases such as “anticipate,”
“believe,” “combined company,” “create,” “drive,” “expect,” “forecast,”
“future,” “growth,” “intend,” “hope,” “opportunity,” “plan,” “potential,”
“proposal,” “synergies,” “unlock,” “upside,” “will,” “would,”
and similar words and phrases are intended to identify forward-looking statements. These forward-looking statements may include, but are
not limited to, statements concerning: uncertainties as to whether the Company will enter into discussions with Riot regarding a proposed
combination of Riot and the Company; the outcome of any such discussions, including the terms and conditions of any such potential combination;
the future performance, liquidity and financial position of the combined company, and its ability to achieve expected synergies; and uncertainties
as to timing of the Special Meeting or the outcome. Such forward-looking statements are not guarantees of future performance or actual
results, and readers should not place undue reliance on any forward-looking statement as actual results may differ materially and adversely
from forward-looking statements. Detailed information regarding the factors identified by the management of Riot, which they believe may
cause actual results to differ materially from those expressed or implied by such forward-looking statements in this press release, may
be found in Riot’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including the risks,
uncertainties and other factors discussed under the sections entitled “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements” of Riot’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed
with the SEC on February 23, 2024, and the other filings Riot has made or will make with the SEC after such date, copies of which
may be obtained from the SEC’s website at www.sec.gov. All forward-looking statements contained herein are made only as of the date
hereof, and Riot disclaims any intention or obligation to update or revise any such forward-looking statements to reflect events or circumstances
that subsequently occur, or of which Riot hereafter becomes aware, except as required by applicable law.
No Offer to Purchase or Sell Securities
This press release
is for informational purposes only and is not intended to and does not constitute an offer to sell or the solicitation of an offer, or
an intention to offer, to subscribe for or buy or an invitation to purchase or subscribe for any securities, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in contravention of applicable law. Such an offer to purchase securities would
only be made pursuant to a registration statement, prospectus, tender offer, takeover bid circular, management information circular or
other regulatory filing filed by Riot with the SEC and available at www.sec.gov or filed with applicable Canadian securities
regulatory authorities on SEDAR+ and available at www.sedarplus.ca.
Contacts
Investor Contacts:
Phil McPherson
303-794-2000 ext. 110
IR@Riot.Inc
Okapi Partners
Bruce Goldfarb / Chuck Garske, (877) 285-5990
info@okapipartners.com
Media Contact:
Longacre Square Partners
Joe Germani / Dan Zacchei
jgermani@longacresquare.com
/ dzacchei@longacresquare.com
Grafico Azioni Riot Platforms (NASDAQ:RIOT)
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Grafico Azioni Riot Platforms (NASDAQ:RIOT)
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