MicroStrategy (MSTR) Enters into Sales Agreement with Sales Agents for Offering up to $21.0 Billion in Common Stock

MicroStrategy Incorporated (NASDAQ: MSTR) recently announced in an 8-K SEC filing dated October 30, 2024, that the company has entered into a Sales Agreement with a group of sales agents for issuing and selling shares of its class A common stock. The Sales Agreement, which was signed with TD Securities (USA) LLC, Barclays Capital Inc., The Benchmark Company, LLC, BTIG, LLC, Canaccord Genuity LLC, Cantor Fitzgerald & Co., Maxim Group LLC, Mizuho Securities USA LLC, and SG Americas Securities, LLC, allows MicroStrategy to offer up to $21.0 billion in aggregate offering price of its common stock.

Under this agreement, MicroStrategy may issue and sell shares through the Agents from time to time as per the terms and conditions outlined in the Sales Agreement. The company also filed a prospectus supplement with the Securities and Exchange Commission on the same day in connection with this Offering under its existing automatic shelf registration statement that became effective on August 1, 2024 (File No. 333-281175).

The shares, registered pursuant to the Registration Statement and the base prospectus contained therein, will be offered solely through the Prospectus Supplement. MicroStrategy will have the flexibility, upon delivery of a placement notice, to sell the shares through the Agents in amounts and at times determined by the company, subject to the conditions of the Sales Agreement.

The Agents are entitled to receive commissions for acting as sales agents, amounting to up to 2.0% of the aggregate gross proceeds MicroStrategy receives from each sale of its shares. Additionally, MicroStrategy agreed to provide the Agents with customary indemnification and contribution rights.

The company also stated that sales pursuant to the Sales Agreement may be made through an affiliate of one of the Agents. MicroStrategy holds the right to suspend or terminate the offering with notice to the Agents and is not obligated to sell any shares under this agreement.

A legal opinion related to the shares was issued by Wilmer Cutler Pickering Hale and Dorr LLP, MicroStrategy’s legal counsel. The details of this Sales Agreement can be found in Exhibit 1.1 attached to the filing, while the legal opinion from Wilmer Cutler Pickering Hale and Dorr LLP is detailed in Exhibit 5.1.

It is essential to note that this Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy these securities. The Offering is subject to registration or qualification under the securities laws of relevant jurisdictions. Investors are advised to refer to the official documentation for a complete understanding of the terms and conditions of this Offering.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read MicroStrategy’s 8K filing here.

MicroStrategy Company Profile

MicroStrategy Incorporated provides artificial intelligence-powered enterprise analytics software and services in the United States, Europe, the Middle East, Africa, and internationally. It offers MicroStrategy ONE, which provides non-technical users with the ability to directly access novel and actionable insights for decision-making; and MicroStrategy Cloud for Government service, which offers always-on threat monitoring that meets the rigorous technical and regulatory needs of governments and financial institutions.