MicroStrategy doubles down on Bitcoin, files shelf registration statement for flexible capital raising

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

According to Form S-3 dated January 27, the company plans to offer various securities, including bonds, common stock, preferred stock, warrants, and units, at different times in the future.

Shelf registration would allow 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.

Shelf registration enables MicroStrategy to sell securities to the public at multiple intervals without filing new registration statements each time. The company has not specified the amount of proceeds to be allocated for specific purposes, giving management broad discretion over fund allocation.

The filing also notes that these securities will be issued under carefully structured indentures and agreements to ensure compliance with regulatory standards. Global securities may also be utilized for efficient distribution.

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.

MicroStrategy separately announced 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.

Barclays, Moelis & Company LLC, BTIG, TD Cowen and Keefe, Bruyette & Woods are serving as joint book-running managers, with AmeriVet, Bancroft Capital and The Benchmark Company as co-managers.

MicroStrategy continues its Bitcoin purchase spree. Between January 21 and 26, MicroStrategy added 10,107 Bitcoin to its holdings, spending $1.1 billion at an average price of $105,596 per coin. This marks the company’s twelfth consecutive week of Bitcoin acquisitions.