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 1.01. | Entry into a Material Definitive Agreement. |
On November 30, 2023, MicroStrategy Incorporated (“MicroStrategy”) entered into a Sales Agreement (the “Sales Agreement”) with Cowen and Company, LLC (“Cowen”), Canaccord Genuity LLC (“Canaccord”) and BTIG, LLC, as sales agents (the “Agents”), pursuant to which MicroStrategy may issue and sell shares of its class A common stock, $0.001 par value per share (“Common Stock”), having an aggregate offering price of up to $750.0 million (the “Shares”), from time to time through the Agents (the “Offering”). Also, on November 30, 2023, MicroStrategy filed a prospectus supplement with the Securities and Exchange Commission in connection with the Offering (the “Prospectus Supplement”) under its existing automatic shelf registration statement, which became effective on June 14, 2021 (File No. 333-257087) (the “Registration Statement”), and the base prospectus contained therein.
Upon delivery of a placement notice, and subject to the terms and conditions of the Sales Agreement, the Agents may sell the Shares by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. MicroStrategy may sell the Shares through the Agents in amounts and at times to be determined by MicroStrategy from time to time subject to the terms and conditions of the Sales Agreement, but it has no obligation to sell any of the Shares in the Offering. MicroStrategy will only sell Shares through one Agent on any single day.
MicroStrategy or the Agents may suspend or terminate the Offering upon notice to the other parties and subject to other conditions. Each Agent will act as sales agent on a commercially reasonable efforts basis consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of The Nasdaq Global Select Market.
MicroStrategy has agreed to pay the Agents’ commissions for their respective services in acting as agents in the sale of the Shares in the amount of up to 2.0% of gross proceeds from the sale of the Shares pursuant to the Sales Agreement. MicroStrategy has also agreed to provide the Agents with customary indemnification and contribution rights.
A copy of the Sales Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Wilmer Cutler Pickering Hale and Dorr LLP, counsel to MicroStrategy, has issued a legal opinion relating to the Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.
The Shares are registered pursuant to the Registration Statement and the base prospectus contained therein, and offerings for the Shares will be made only by means of the Prospectus Supplement. This Current Report on Form 8-K shall not constitute an offer to sell or solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.
Item 1.02. | Termination of a Material Definitive Agreement. |
The information set forth in Item 8.01 of this Current Report on Form 8-K under the heading “Prior ATM Offering” is incorporated herein by reference.
Item 8.01. | Other Events. |
Bitcoin Activity Update
On November 30, 2023, MicroStrategy announced that, during the period between November 1, 2023 and November 29, 2023, MicroStrategy, together with its subsidiaries, acquired approximately 16,130 bitcoins for approximately $593.3 million in cash, at an average price of approximately $36,785 per bitcoin, inclusive of fees and expenses. As of November 29, 2023, MicroStrategy, together with its subsidiaries, held an aggregate of approximately 174,530 bitcoins, which were acquired at an aggregate purchase price of approximately $5.280 billion and an average purchase price of approximately $30,252 per bitcoin, inclusive of fees and expenses.
Prior ATM Offering
As previously disclosed, on August 1, 2023 MicroStrategy entered into a Sales Agreement (the “Prior Sales Agreement”) with Cowen, Canaccord, and Berenberg Capital Markets LLC, as sales agents (the “Prior Agents”), pursuant to which MicroStrategy was able to issue and sell shares of Common Stock having an aggregate offering price of up to $750.0 million from time to time through the Prior Agents (the “Prior ATM Offering”). On November 29, 2023, MicroStrategy entered into a letter agreement with the Prior Agents terminating the Prior Sales Agreement.
Prior to termination of the Prior ATM Offering, during the period between November 1, 2023 and November 28, 2023, MicroStrategy issued and sold an aggregate of 1,189,588 shares of Common Stock under the Prior Sales Agreement for aggregate net proceeds to MicroStrategy (less sales commissions) of approximately $590.9 million. The cumulative aggregate offering price of the shares of Common Stock sold under the Prior Sales Agreement as of the close of business on November 28, 2023 was approximately $740.9 million.
MicroStrategy filed a prospectus supplement with the Securities and Exchange Commission on August 1, 2023, relating to the Prior ATM Offering (the “Prior Prospectus Supplement”) under MicroStrategy’s automatic shelf registration statement, which became effective on June 14, 2021 (File No. 333-257087). The termination of the Prior Sales Agreement terminated any future sales of shares of Common Stock through the Prior ATM Offering pursuant to the Prior Prospectus Supplement.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Description | |
1.1 | Sales Agreement, dated as of November 30, 2023, by and among MicroStrategy, Cowen and Company, LLC, Canaccord Genuity LLC and BTIG, LLC | |
5.1 | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP | |
23.1 | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1) | |
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: November 30, 2023 | MicroStrategy Incorporated (Registrant) | |||||
By: | /s/ W. Ming Shao | |||||
Name: | W. Ming Shao | |||||
Title: | Senior Executive Vice President & General Counsel |