MicroStrategy Files Shelf Registration to Enhance Financial Flexibility for Future Bitcoin Purchases and Working Capital Needs

MicroStrategy has filed a shelf registration statement with the SEC to enhance its financial flexibility for future Bitcoin purchases and working capital needs.

Key Takeaways

MicroStrategy filed a shelf registration statement with the SEC to enhance its financial flexibility for future Bitcoin purchases and working capital needs.

The company plans to offer various securities, including bonds, common stock, preferred stock, warrants, and units, at different times in the future.

Shelf registration allows MicroStrategy to raise capital efficiently by “shelving” securities for sale when market conditions are favorable or when additional funds are required.

“We intend to use the net proceeds from the sale of any securities offered under this prospectus to acquire additional Bitcoin and for general corporate purposes, unless otherwise indicated in the applicable prospectus supplement,” the filing states.

MicroStrategy has filed a shelf registration statement with the Securities and Exchange Commission (SEC) to enhance its financial flexibility for future Bitcoin purchases and working capital needs.

According to Form S-3 filed on January 27, the company now has the option to offer, in one or more offerings, debt securities, common stock, preferred stock, warrants, and units at varying points in the future.

The shelf registration will enable MicroStrategy to efficiently raise capital in the debt or equity markets as and when required, without the need to file a new registration statement for each offering. This provides the company with greater agility in responding to changing market conditions or emerging opportunities.

Proceeds from the sale of these securities will be utilized for various purposes, including the acquisition of additional Bitcoin, as stated in the filing. The specific allocation of proceeds will be outlined in each applicable prospectus supplement, which will provide detailed information on the terms and conditions of each offering.

As of January 23, 2025, MicroStrategy had 231,632,665 shares of class A common stock and 19,640,250 shares of class B common stock outstanding.

Moreover, MicroStrategy separately announced its plans to issue 2.5 million shares of Series A Perpetual Strike Preferred Stock, a new convertible preferred stock available to both institutional and select retail investors.

$MSTR today announced the launch of $STRK, a new convertible preferred stock offering available to institutional investors & select retail investors. To view the investor presentation video, learn more about participating, & access key details, click here.https://t.co/xB5GQG1uXP

— Michael Saylor⚡️ (@saylor) January 27, 2025

The preferred shares will carry a $100 per share liquidation preference with cumulative dividends at a rate to be determined during pricing. Quarterly dividends will begin on March 31, 2025, payable in cash, class A common stock, or both.