MicroStrategy set up a $500 million stock-sale program with bitcoin among the planned uses

MicroStrategy entered an agreement on September 9, 2022, that allowed it to sell as much as $500 million of Class A common stock through Cowen and Company and BTIG. A prospectus supplement filed with the Securities and Exchange Commission identified general corporate purposes, including the acquisition of bitcoin, as the intended use of any net proceeds.

The development mattered because MicroStrategy had already tied a substantial part of its corporate balance sheet—and, increasingly, its public-market identity—to bitcoin. The new facility preserved that strategy during a severe digital-asset downturn while potentially transferring some of its financing burden to equity investors.

What the company established

The agreement created an at-the-market offering rather than a single underwritten sale. MicroStrategy could send a placement notice specifying the number of shares, anticipated sale dates, daily limits and any minimum acceptable price. The agents would attempt to execute sales under those instructions using commercially reasonable efforts.

The September 9 Form 8-K made several limits explicit. MicroStrategy was not obligated to sell any shares, could choose the timing and amount of sales, and would use only one agent on a given day. The agents could receive commissions of up to 2% of gross proceeds. Consequently, the $500 million figure represented maximum authorized offering capacity—not cash raised on September 9 and not a commitment to spend $500 million on bitcoin.

The prospectus used MicroStrategy’s September 8 Nasdaq closing price of $234.50 to illustrate the potential issuance. Under that assumption, the company said its Class A share count could rise from 9,342,094 shares outstanding on September 7 to as many as 11,474,290. The actual number would depend on the prices and volume of any future sales.

Bitcoin remained central to the balance sheet

MicroStrategy reported that it held approximately 129,699 bitcoin on September 8. It placed the aggregate acquisition cost at $3.977 billion, including fees and expenses, for an average of approximately $30,664 per bitcoin.

For comparison, the prospectus recorded a Coinbase price of $19,350.81 at 4:00 p.m. Eastern on September 8. That was a venue-specific observation at one moment, not a consolidated market close: bitcoin trades continuously across exchanges, and daily reference prices vary with the venue and cutoff.

The company said it expected to purchase additional bitcoin in future periods, including with proceeds from the offering, but management retained broad discretion. It had not allocated a fixed amount of the proceeds to bitcoin or set a target for the total number of coins it intended to hold. The filing also acknowledged that proceeds could support the enterprise-analytics software business and other corporate purposes.

Market and institutional context

The filing arrived during a sharp September 9 rebound in digital assets. Contemporaneous reporting based on Coinbase data placed bitcoin near $21,100 at 9:00 a.m. Eastern, approximately 9.2% higher over the preceding 24 hours. Ether was reported near $1,712 and up almost 7% over the same rolling window.

Those figures describe point-in-time prices on or derived from Coinbase; they do not establish a universal daily return or prove that MicroStrategy’s filing caused the rally. Broader risk markets were also strengthening, and the crypto market was approaching Ethereum’s planned transition to proof of stake.

The defensible interpretation on September 9 was narrower: a public company with a large bitcoin position had secured another mechanism for raising equity and expressly kept bitcoin purchases within the permitted uses. Whether shareholders would ultimately face the facility’s full dilution, and how much additional bitcoin it would finance, remained unknown.