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. |
On July 5, 2024, MicroStrategy Brasil Ltda. (“MicroStrategy Brasil”), a wholly owned subsidiary of MicroStrategy Incorporated, issued a statement regarding a leniency agreement it signed on July 4, 2024 with Brazil’s Federal Comptroller General (“CGU”) and Federal General Attorney’s Office (“AGU”). The statement noted, among other things, that the leniency agreement resulted from MicroStrategy Brasil’s cooperation with the CGU and AGU. This cooperation started when MicroStrategy Brasil voluntarily disclosed in 2018 to the CGU and AGU information that arose out of an internal review initiated in 2018 finding that it failed or likely failed to comply with Brazilian procurement regulations in the sale of business intelligence products and services to Brazilian government clients between 2014 and 2018.
As a result of the leniency agreement, MicroStrategy Brasil (i) agreed to pay approximately BRL 6.16 million (or USD 1.1 million), (ii) agreed to certain undertakings regarding its compliance program, and (iii) has been granted immunity from debarment and other sanctions. The Company previously established a USD 1.2 million reserve as reflected in its financial statements in respect of these matters. In addition, the CGU will dismiss its pending administrative action against MicroStrategy Brasil over alleged procurement violations. That administrative action was initiated by the CGU’s enforcement division after MicroStrategy Brasil had voluntarily disclosed information to, and begun cooperating with, the CGU’s leniency division. MicroStrategy Incorporated does not expect the leniency agreement to adversely impact MicroStrategy Brasil’s operations, and MicroStrategy Brasil continues to conduct its business in the ordinary course. A copy of MicroStrategy Brasil’s statement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Statement of MicroStrategy Brasil Ltda., dated July 5, 2024, regarding a leniency agreement signed on July 4, 2024 with Brazil’s Federal Comptroller General and Federal General Attorney’s Office. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: July 5, 2024 | MicroStrategy Incorporated (Registrant) | |||||
| By: | /s/ W. Ming Shao | |||||
| Name: | W. Ming Shao | |||||
| Title: | Senior Executive Vice President & General Counsel | |||||