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
Date of Report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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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. |
As previously disclosed, on June 18, 2024, MicroStrategy Incorporated (“MicroStrategy”) completed a private offering of convertible senior notes (the “Offering”). The Offering, which included a 2.25% coupon and an approximately 35% conversion premium over the U.S. composite volume weighted average price of MicroStrategy’s class A common stock from 9:30 a.m. through 4:00 p.m. Eastern Daylight Time on June 13, 2024, was well received in the marketplace and upsized to a total of $800.0 million in aggregate principal amount. This amount included the exercise by the initial purchasers of their option to purchase $100.0 million of additional notes. Net proceeds from the Offering to MicroStrategy totaled approximately $786.0 million.
On June 20, 2024, MicroStrategy announced that, during the period between April 27, 2024 and June 19, 2024, MicroStrategy acquired approximately 11,931 bitcoins for approximately $786.0 million in cash, using proceeds from the Offering and Excess Cash (defined in our quarterly report on Form 10-Q for the three months ended March 31, 2024), at an average price of approximately $65,883 per bitcoin, inclusive of fees and expenses.
As of June 20, 2024, MicroStrategy, together with its subsidiaries, held an aggregate of approximately 226,331 bitcoins, which were acquired at an aggregate purchase price of approximately $8.33 billion and an average purchase price of approximately $36,798 per bitcoin, inclusive of fees and expenses.
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: June 20, 2024 |
MicroStrategy Incorporated (Registrant) | |||||
| By: |
/s/ W. Ming Shao | |||||
| Name: |
W. Ming Shao | |||||
| Title: |
Senior Executive Vice President & General Counsel | |||||
Document and Entity Information |
Jun. 20, 2024 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | MICROSTRATEGY Inc |
| Amendment Flag | false |
| Entity Central Index Key | 0001050446 |
| Document Type | 8-K |
| Document Period End Date | Jun. 20, 2024 |
| 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 |
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