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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| Item 8.01. | Other Events. |
Bitcoin Holdings Update
On February 26, 2024, MicroStrategy Incorporated (“MicroStrategy”) announced that, during the period between February 15, 2024 and February 25, 2024, MicroStrategy, together with its subsidiaries, acquired approximately 3,000 bitcoins for approximately $155.4 million in cash, at an average price of approximately $51,813 per bitcoin, inclusive of fees and expenses. The bitcoin purchases were made using proceeds from the issuance and sale of Shares (defined below) under the Sales Agreement (defined below) and Excess Cash (defined in our annual report on Form 10-K for the fiscal year ended December 31, 2023). As of February 25, 2024, MicroStrategy, together with its subsidiaries, held an aggregate of approximately 193,000 bitcoins, which were acquired at an aggregate purchase price of approximately $6.09 billion and an average purchase price of approximately $31,544 per bitcoin, inclusive of fees and expenses.
ATM Update
As previously disclosed, on November 30, 2023, MicroStrategy entered into a Sales Agreement (the “Sales Agreement”) with Cowen and Company, LLC, Canaccord Genuity LLC, and BTIG, LLC, as sales agents (the “Sales 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 Sales Agents. On February 26, 2024, MicroStrategy announced that, as of February 25, 2024, MicroStrategy had issued and sold an aggregate of 1,272,077 Shares under the Sales Agreement for aggregate gross proceeds to MicroStrategy of approximately $750.0 million, with approximately $137.8 million of such gross proceeds received from Shares issued and sold since January 1, 2024.
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: February 26, 2024 | MicroStrategy Incorporated (Registrant) | |||||
| By: | /s/ W. Ming Shao | |||||
| Name: | W. Ming Shao | |||||
| Title: | Senior Executive Vice President & General Counsel | |||||