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Bitfarms | 6-K: Report of foreign private issuer [Rules 13a-16 and 15d-16]

SEC ·  Sep 23 16:38
Summary by Moomoo AI
Bitfarms Ltd. and Riot Platforms, Inc. have reached a settlement agreement ahead of Bitfarms' Special Meeting scheduled for November 6, 2024. The agreement, dated September 23, 2024, resolves a dispute where Riot sought to replace certain Bitfarms directors with its nominees. As part of the settlement, Andrés Finkielsztain has resigned from Bitfarms' Board, and Amy Freedman has been appointed to the Board and its committees. Riot has withdrawn its requisition for a special meeting and agreed to a standstill provision through the 2026 Annual Meeting, with certain exceptions. The Special Meeting will now include resolutions to expand the Board to six members, elect an independent director nominated by the Board, and ratify the shareholder rights plan adopted on July 24, 2024. Riot, as a significant shareholder...Show More
Bitfarms Ltd. and Riot Platforms, Inc. have reached a settlement agreement ahead of Bitfarms' Special Meeting scheduled for November 6, 2024. The agreement, dated September 23, 2024, resolves a dispute where Riot sought to replace certain Bitfarms directors with its nominees. As part of the settlement, Andrés Finkielsztain has resigned from Bitfarms' Board, and Amy Freedman has been appointed to the Board and its committees. Riot has withdrawn its requisition for a special meeting and agreed to a standstill provision through the 2026 Annual Meeting, with certain exceptions. The Special Meeting will now include resolutions to expand the Board to six members, elect an independent director nominated by the Board, and ratify the shareholder rights plan adopted on July 24, 2024. Riot, as a significant shareholder, will vote in favor of these resolutions and has been granted certain rights to purchase shares provided it holds 15% or more of Bitfarms' outstanding common shares. The settlement also includes mutual non-disparagement clauses and a joint press release announcing the agreement. The Special Meeting may be delayed but will occur no later than November 20, 2024.

This announcement is a separate document:

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