UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On September 25, 2023, MicroStrategy Incorporated (“MicroStrategy”) announced that, during the period between August 1, 2023 and September 24, 2023, MicroStrategy, together with its subsidiaries, acquired approximately 5,445 bitcoins for approximately $147.3 million in cash, at an average price of approximately $27,053 per bitcoin, inclusive of fees and expenses. As of September 24, 2023, MicroStrategy, together with its subsidiaries, held an aggregate of approximately 158,245 bitcoins, which were acquired at an aggregate purchase price of approximately $4.68 billion and an average purchase price of approximately $29,582 per bitcoin, inclusive of fees and expenses.
As previously disclosed, on August 1, 2023 MicroStrategy entered into a Sales Agreement (the “Sales Agreement”) with Cowen and Company, LLC, Canaccord Genuity LLC and Berenberg Capital Markets LLC, as sales agents (the “Agents”), pursuant to which MicroStrategy may issue and sell shares of its class A common stock, par value $0.001 per share (“Shares”), having an aggregate offering price of up to $750.0 million from time to time through the Agents. On September 25, 2023, MicroStrategy announced that, as of September 24, 2023, MicroStrategy had issued and sold an aggregate of 403,362 Shares under the Sales Agreement for aggregate net proceeds to MicroStrategy (less sales commissions) of approximately $147.3 million.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 25, 2023 | MicroStrategy Incorporated (Registrant) | |||||
| By: | /s/ W. Ming Shao | |||||
| Name: | W. Ming Shao | |||||
| Title: | Senior Executive Vice President & General Counsel | |||||
Document and Entity Information |
Sep. 25, 2023 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | MICROSTRATEGY Inc |
| Amendment Flag | false |
| Entity Central Index Key | 0001050446 |
| Document Type | 8-K |
| Document Period End Date | Sep. 25, 2023 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 0-24435 |
| Entity Tax Identification Number | 51-0323571 |
| Entity Address, Address Line One | 1850 Towers Crescent Plaza |
| Entity Address, City or Town | Tysons Corner |
| Entity Address, State or Province | VA |
| Entity Address, Postal Zip Code | 22182 |
| City Area Code | (703) |
| Local Phone Number | 848-8600 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Class A common stock, par value $0.001 per share |
| Trading Symbol | MSTR |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |