UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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) |
|
June 11,
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 6 |
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
53,793,440 |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
53,793,440 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
53,793,440 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
¨ |
13 |
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
13.1% |
14 |
TYPE OF REPORTING PERSON
CO |
CUSIP
No. 09173B107 |
Page 3
of 6 |
SCHEDULE 13D
Item 1. Security and Issuer.
This
Amendment No. 4 to Schedule 13D (“Amendment No. 4”) 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 and Amendment No. 3
dated June 5, 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) (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. 4, the Schedule 13D is unchanged.
Item 2. Identity and Background.
The third and fourth paragraphs of Item 2 of the Schedule 13D are hereby amended and restated to read
in full as follows:
The information required by General Instruction
C to Schedule 13D is attached hereto as Schedule A and is hereby incorporated by reference.
(d)-(e) The Reporting Person and the individuals
listed on Schedule A have not, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding 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.
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. 4) 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$111,090,522. 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 June 12, 2024, the Reporting Person issued
a press release commenting on the shareholder rights plan unilaterally adopted by the Company on June 10, 2024. 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.
Item 5. Interest in Securities of the Issuer.
Item 5(a) and (b) of the Schedule 13D is hereby amended
and restated to read in full as follows:
(a) and (b) 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 percentages used herein are calculated based on an aggregate of 411,621,686 Common Shares outstanding,
calculated based on the information contained in the press release included as Schedule A to the Company’s Material Change Report,
dated June 10, 2024, filed as Exhibit 99.1 to the Company’s Report of Foreign Private Issuer filed on Form 6-K on
June 10, 2024 (the press release stated that the 47,830,440 Common Shares beneficially owned by the Reporting Person as of June 5,
2024 represented 11.62% of the outstanding Common Shares, equating to a total of 411,621,686.75 Common Shares outstanding as of June 10,
2024).
CUSIP
No. 09173B107 |
Page 4
of 6 |
SCHEDULE 13D
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$) |
06/07/2024 | |
1,745,433 | |
2.48 | |
2.40 – 2.54 |
06/10/2024 | |
1,924,885 | |
2.35 | |
2.26 – 2.40 |
06/11/2024 | |
2,292,682 | |
2.22 | |
2.14 – 2.27 |
CUSIP
No. 09173B107 |
Page 5
of 6 |
SCHEDULE 13D
Item 7. Material to Be Filed as Exhibits.
CUSIP
No. 09173B107 |
Page 6
of 6 |
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: June 12, 2024
|
Riot Platforms, Inc.
|
|
|
|
By: |
/s/
Colin Yee |
|
|
Name: |
Colin Yee |
|
|
Title: |
Chief Financial Officer |
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 |
Hubert
Marleau |
Director |
Canada |
Hannah
Cho |
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 |
Ryan
Werner |
Senior
Vice President, Chief Accounting Officer |
United
States |
Stephen
Howell |
Chief
Operating Officer |
United
States |
Exhibit 1
Riot Comments on Bitfarms’ Adoption of
Shareholder-Unfriendly Poison Pill
Poison Pill Comes Just Days After Riot Privately
Urged Bitfarms to Consult with Riot and Other Large Shareholders on New Board Members and Stressed that Chairman Nicolas Bonta Must Resign
to Address Corporate Governance Concerns
CASTLE ROCK, Colo., June 12, 2024 –
Riot Platforms, Inc. (NASDAQ: RIOT) (“Riot”) today commented on the shareholder rights plan (the “Poison Pill”)
unilaterally adopted by Bitfarms Ltd. (NASDAQ/TSX: BITF) (“Bitfarms” or the “Company”), which takes immediate
effect and effectively prevents any shareholder from acquiring 15% or more of Bitfarms’ common shares without making a formal take-over
bid for all of the Company’s shares. The 15% trigger is in direct conflict with established legal and governance standards, including
those published by leading proxy advisory firms Institutional Shareholder Services Inc. and Glass, Lewis & Co., and is further
evidence of the Bitfarms Board of Directors (the “Bitfarms Board”) disregarding good corporate governance.
Jason Les, Chief Executive Officer of Riot, stated:
“We have attempted to privately engage with
the Bitfarms Board and recently sent two letters urging constructive collaboration with us around the addition of at least two new directors
who are fully independent of Bitfarms and Riot. Instead of engaging with us privately and in good faith, Bitfarms has responded by implementing
an off-market Poison Pill with a trigger well below the customary 20% threshold.
“This action further demonstrates the Bitfarms
Board’s entrenchment and disregard for the perspectives of its shareholders, who clearly signaled their discontent less than two
weeks ago when they voted out Company co-founder Emiliano Grodzki. In our most recent letter, we urged the Bitfarms Board to facilitate
the resignation and removal of Chairman and interim CEO Nicolas Bonta, who has led the Bitfarms Board since 2018 and bears direct responsibility
for its poor corporate governance practices, as a first step to address shareholders’ concerns.
“We will continue to push to address the serious
corporate governance issues at Bitfarms and ensure that shareholders have a say on the Company’s path forward.”
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 is a Bitcoin mining and digital infrastructure
company focused on a vertically integrated strategy. The Company has Bitcoin mining operations in central Texas and electrical switchgear
engineering and fabrication operations in Denver, Colorado.
For more information,
visit www.riotplatforms.com.
Non-Binding Proposal
Riot cautions Riot shareholders,
Bitfarms shareholders and others considering trading in Riot securities or Bitfarms securities that the proposal Riot has made for a business
combination transaction with Bitfarms is non-binding, does not constitute and should not be construed as an offer or intention to make
an offer directly to Bitfarms shareholders, and there can be no assurance that any definitive offer will be made by Riot, that Bitfarms
will accept any offer made by Riot, that any agreement will be entered into by Riot and Bitfarms or that the proposal or any other transaction
will be approved or consummated. Riot does not undertake any obligation to provide any updates with respect to the proposed transaction,
except as required by applicable law.
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
any definitive offer will be made by Riot or Bitfarms will accept any offer made by Riot; whether Bitfarms will enter into discussions
with Riot regarding the proposed combination of Riot and Bitfarms; the outcome of any such discussions, including the possibility
that the terms of any such combination will be materially different from those described herein; the conditions to the completion of
any combination, including the receipt of Bitfarms shareholder approval and the receipt of all required regulatory approvals; the future
performance, results of operations, liquidity and financial position of each of Riot, Bitfarms and the company resulting from the combination
of Riot and Bitfarms; the possibility that the combined company may be unable to achieve expected synergies and operating efficiencies
within the expected timeframes or at all; the integration of Bitfarms’ operations with those of Riot and the possibility that such
integration may be more difficult, time-consuming and costly than expected or that operating costs and business disruption may be greater
than expected in connection with the proposed transaction. 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 or Solicitation
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. This press release is not intended to, and does
not, solicit a proxy from any shareholder of Bitfarms. Such a solicitation of proxies would only be made pursuant to a proxy circular
filed with applicable Canadian securities regulatory authorities on SEDAR+ and available at www.sedarplus.ca or pursuant to an
exemption from the proxy solicitation rules under applicable Canadian securities law.
Important Information
for Investors
This
communication relates to, among other things, a proposal that Riot has made for a business combination transaction with Bitfarms. In
furtherance of this proposal and subject to future developments, Riot (and, if applicable, Bitfarms) may file one or more registration
statements, prospectuses, management information circulars, proxy statements, proxy circulars, tender offers, takeover bid circulars
or other documents with the SEC and applicable Canadian securities regulatory authorities. This communication is not a substitute for
any registration statement, prospectus, management information circular, proxy statement, proxy circular, tender offer, takeover bid
circular or other document (collectively, “Regulatory Filings”) Riot and/or Bitfarms may file with the SEC and/or applicable
Canadian securities regulatory authorities in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF RIOT AND BITFARMS
ARE URGED TO READ EACH REGULATORY FILING WHEN AND IF FILED BY RIOT AND/OR BITFARMS WITH THE SEC AND/OR APPLICABLE CANADIAN SECURITIES
REGULATORY AUTHORITIES CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
RIOT, BITFARMS, THE PROPOSED TRANSACTION AND RELATED MATTERS. Any proxy circular, takeover bid circular, management information circular,
prospectus or other applicable Regulatory Filing (if and when filed) will be mailed to shareholders of Bitfarms (if and when required
to be mailed by applicable law). Investors and security holders will be able to obtain free copies of Regulatory Filings (if and when
available) and other documents filed by Riot with the SEC and available at www.sec.gov, and on the “Investor Relations”
page of Riot’s corporate website, www.Riotplatforms.com. Investors and security holders will be able to obtain free
copies of any documents filed with applicable Canadian securities regulatory authorities by Riot on SEDAR+ at www.sedarplus.ca,
and on the “Investor Relations” page of Riot’s corporate website, www.Riotplatforms.com.
This
communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the
SEC or Canadian securities regulatory authorities. Nonetheless, Riot and its directors and executive officers and other members of management
and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. You can find information
about Riot’s executive officers and directors in Riot’s Annual Report on Form 10-K for the year ended December 31,
2023. Additional information regarding the interests of such potential participants will be included in one or more Regulatory Filings
filed with the SEC and Canadian securities regulatory authorities if and when they become available. These documents (if and when available)
may be obtained free of charge from the SEC’s website at www.sec.gov,
on SEDAR+ at www.sedarplus.ca and by visiting the “Investor Relations”
page of Riot’s corporate website, www.Riotplatforms.com.
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
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