Filing Analysis
FiscalNote Holdings, Inc. filed an 8-K to announce the release of its financial results for the quarter ended June 30, 2026.
📋 Key Facts
- The filing is a standard announcement of quarterly financial results (Item 2.02).
- Results pertain to the fiscal quarter ending June 30, 2026.
- A press release was issued on August 10, 2026, as Exhibit 99.1.
FiscalNote Holdings, Inc. has entered into an amendment to its existing forbearance agreements with subordinated creditors. The creditors have agreed to waive defaults resulting from the company's Class A common stock being delisted from the New York Stock Exchange until August 22, 2026.
🚩 Red Flags
- Delisting notice/status: The company's Class A common stock has already been delisted from the New York Stock Exchange.
- Imminent deadline: Forbearance expires on August 22, 2026, providing a very short window for restructuring or liquidity resolution.
- Default risk: Existing defaults are being waived due to the delisting event.
📋 Key Facts
- Company entered into letter agreements amending forbearance agreements dated April 21, 2026.
- The agreement involves GPO FN Noteholder, LLC and YA II PN, Ltd. (the 'Subordinated Creditors').
- Creditors are waiving defaults arising from the delisting of Class A common stock from the NYSE.
- The forbearance period is extended only until August 22, 2026.
FiscalNote Holdings, Inc. announced a sudden leadership transition involving the departure of its President & CEO and Chief Legal and Administrative Officer. The Board has appointed Key Compton as the new CEO to oversee the transition.
🚩 Red Flags
- Simultaneous departure of the CEO and Chief Legal and Administrative Officer (CLO) within one week is highly unusual for micro-cap/small-cap companies.
- Loss of key legal leadership (CLO) during a CEO transition can indicate internal governance or compliance shifts.
- Significant severance package for departing CEO despite 'mutual agreement' often signals underlying friction.
📋 Key Facts
- CEO Josh Resnik is departing effective June 26, 2026, via mutual agreement.
- Key Compton (Board member since Feb 2021) appointed President & CEO effective June 22, 2026.
- Resnik will receive severance including 2x annual base salary + 2026 target bonus and accelerated equity vesting (subject to performance conditions).
- Chief Legal and Administrative Officer Todd Aman is resigning effective July 2, 2026.
- Resnik will remain as a consultant until July 31, 2026.
FiscalNote Holdings has entered into amended forbearance agreements with subordinated creditors to waive defaults triggered by the company's delisting from the New York Stock Exchange. The current forbearance period is set to expire on July 21, 2026.
🚩 Red Flags
- Delisting from a major exchange (NYSE) is confirmed as a trigger for default.
- The company is in active forbearance with subordinated creditors, indicating severe liquidity or covenant distress.
- Extremely short runway: The current forbearance only lasts until July 21, 2026 (less than one month from filing).
- Potential for imminent acceleration of debt if new terms are not met by the deadline.
📋 Key Facts
- Amended forbearance agreements signed on June 24, 2026.
- Parties involved: GPO FN Noteholder, LLC and YA II PN, Ltd. (Subordinated Creditors).
- The defaults being waived stem from the delisting of Class A common stock from the NYSE.
- Forbearance period extended until July 21, 2026.
FiscalNote entered into an agreement with GPO FN Noteholder, LLC to waive a $2.0 million principal amortization payment due on July 1, 2026. Simultaneously, the company disclosed it is engaging financial advisors to renegotiate or amend existing obligations with senior and subordinated lenders.
🚩 Red Flags
- Liquidity stress indicated by the need to waive a scheduled $2.0 million principal payment.
- Multiple 8-K items (1.01 and 8.01) in a single filing.
- Explicit mention of renegotiating existing obligations with both senior and subordinated lenders, suggesting systemic debt pressure.
📋 Key Facts
- Payment waiver of $2.0 million principal amortization installment originally due July 1, 2026.
- The waived amount is deferred to the Maturity Date of the 7.50% Senior Subordinated Convertible Promissory Note (due November 13, 2029).
- Company has engaged an external financial advisor to pursue 'strategic value-maximizing options'.
- Active discussions with lenders include amendments, maturity extensions, and liability management transactions.
FiscalNote Holdings, Inc. reported the voting results from its 2026 annual meeting of stockholders held on May 27, 2026. All four proposals, including director elections, executive compensation (Say-on-Pay), and the ratification of the auditor, were approved.
📋 Key Facts
- Annual meeting held on May 27, 2026.
- Proposal 1: Key Compton and Timothy Hwang were elected to the Board for three-year terms expiring in 2029.
- Proposal 2: Non-binding advisory vote on executive compensation was approved (21,500,772 For vs 173,462 Against).
- Proposal 3: Stockholders approved holding the advisory compensation vote every 1 year (21,450,842 For).
- Proposal 4: RSM US LLP was ratified as the independent registered public accounting firm for fiscal year 2026.
FiscalNote Holdings, Inc. (NOTE) filed an 8-K disclosing amendments to forbearance agreements with two subordinated creditors — GPO FN Noteholder, LLC and YA II PN, Ltd — extending the forbearance period to June 21, 2026. The forbearance agreements waive defaults on subordinated convertible debt instruments triggered by the delisting of FiscalNote's Class A common stock from the New York Stock Exchange. The filing reveals the company is already delisted from the NYSE and is in active default on subordinated debt, with only a temporary waiver in place through mid-June 2026.
🚩 Red Flags
- Company's Class A common stock has already been delisted from the NYSE — confirmed by 'N/A' in the Section 12(b) securities registration table
- Active defaults on subordinated convertible debt instruments triggered by the delisting event
- Forbearance is only temporary — expires June 21, 2026, creating a near-term hard deadline for restructuring or refinancing
- This is the second forbearance iteration; original agreements dated April 21, 2026 required amendment within ~27 days, suggesting ongoing financial distress
- Involvement of two creditors (GPO FN Noteholder, LLC and YA II PN, Ltd) with convertible debt instruments signals complex capital structure with multiple distressed counterparties
- YA II PN, Ltd is a known distressed/special situations lender, often associated with high-risk micro-cap financing arrangements
- No disclosure of path to resolution, refinancing plan, or cure of underlying default
- Filing signed by Chief Legal & Administrative Officer rather than CEO or CFO, potentially indicating executive instability
📋 Key Facts
- Filing date: May 18, 2026
- Company entered into letter agreements amending forbearance agreements originally dated April 21, 2026
- Two subordinated creditors involved: GPO FN Noteholder, LLC ('GPO') and YA II PN, Ltd (collectively 'Subordinated Creditors')
- Defaults arose under subordinated convertible debt instruments issued to both creditors
- Default trigger: delisting of FiscalNote's Class A common stock from the New York Stock Exchange
- Forbearance period extended to June 21, 2026 — approximately 34 days from filing date
- Creditors agreed to waive defaults and forbear from exercising any rights related to such defaults until June 21, 2026
- Securities registered under Section 12(b) listed as 'N/A' — confirming active delisted status
- Signed by Todd Aman, Chief Legal & Administrative Officer
- No financial statements or material contract exhibits attached beyond the cover page XBRL
FiscalNote Holdings, Inc. announced its financial results for the first quarter ended March 31, 2026. The disclosure was made via a press release furnished as an exhibit to the filing.
📋 Key Facts
- Filing date: May 7, 2026
- Reporting period: Fiscal quarter ended March 31, 2026
- Item 2.02 used to disclose results of operations and financial condition
- Press release included as Exhibit 99.1
- The report was signed by CFO Jon Slabaugh
FiscalNote Holdings was delisted from the NYSE on April 13, 2026, and subsequently moved to the OTCID Basic Market. This delisting triggered an event of default on subordinated convertible debt, resulting in a temporary forbearance agreement that expires on May 21, 2026.
🚩 Red Flags
- Delisting from a major exchange (NYSE) to the OTC market.
- Event of default on subordinated debt triggered by the delisting.
- Extremely short forbearance window of only 30 days (expiring May 21, 2026).
- Involvement of YA II PN, Ltd (Yorkville Advisors), often associated with dilutive financing structures.
📋 Key Facts
- NYSE filed Form 25 to delist Class A common stock and warrants on April 3, 2026.
- Delisting became effective on April 13, 2026, moving the securities to the OTCID Basic Market.
- The delisting triggered defaults under subordinated convertible debt instruments held by GPO FN Noteholder, LLC and YA II PN, Ltd.
- Forbearance agreements were entered into on April 21, 2026, with creditors agreeing to forbear from exercising rights until May 21, 2026.
- Common stock and warrants now trade under symbols 'NOTE' and 'NOTEW' respectively.
FiscalNote Holdings received a delisting notice from the NYSE on March 25, 2026, due to its stock price falling below the $1.00 minimum requirement. The NYSE immediately suspended trading of the company's common stock and warrants, with a transition to the OTC Markets expected on March 26, 2026.
🚩 Red Flags
- Immediate suspension of trading by the NYSE.
- Involuntary transition from a major exchange to OTC Markets.
- Stock price failed to maintain the $1.00 minimum threshold.
📋 Key Facts
- Received Delisting Notice from NYSE on March 25, 2026, for non-compliance with Rule 802.01C.
- The 30-trading day average closing price of Class A common stock fell below $1.00 per share.
- NYSE immediately suspended trading of Common Stock (NOTE) and Warrants (NOTE.WS).
- Securities are expected to begin trading on the OTC Markets on March 26, 2026.
- The company is evaluating a potential appeal to a Committee of the Board of Directors of the Exchange.
Anna Sedgley, a member of the Board of Directors and Chair of the Audit Committee, resigned from FiscalNote Holdings, Inc. effective March 19, 2026. The company reported that her departure was to focus on other professional commitments and not due to any disagreements.
🚩 Red Flags
- Departure of the Audit Committee Chair, a critical oversight role.
📋 Key Facts
- Resignation notified on March 15, 2026, effective March 19, 2026.
- Ms. Sedgley served as the Chair of the Audit Committee.
- She had been a member of the Board since February 2021.
- The filing explicitly states there were no disagreements with the Company on operations, policies, or practices.
FiscalNote Holdings, Inc. announced its financial results for the fiscal year ended December 31, 2025. The results were furnished via a press release on March 19, 2026, and do not include any immediate material changes to the company's operations or structure.
📋 Key Facts
- The company reported financial results for the year ended December 31, 2025, on March 19, 2026.
- The report was filed under Item 2.02 (Results of Operations and Financial Condition).
- A press release detailing the results was furnished as Exhibit 99.1.
- The filing was signed by Jon Slabaugh, Chief Financial Officer.
FiscalNote Holdings disclosed under Regulation FD that it hosted a live investor discussion on February 18, 2026, regarding opportunities in prediction markets. The company distributed a recap email to certain investors on February 20, 2026, with links to a recording, transcript, and supplemental materials. This is a routine Reg FD disclosure with no material financial impact.
🚩 Red Flags
- Information was initially shared with 'certain investors' before broader public filing, raising potential selective disclosure considerations (mitigated by the Reg FD filing itself)
📋 Key Facts
- Live investor discussion held on February 18, 2026, focused on prediction market opportunities
- Participants included CEO Josh Resnik, Chief Product Officer Can Babaoglu, and Strategic Advisors Dr. Laila Mintas and Randall Boe
- Recap email distributed to certain investors on February 20, 2026
- Filing furnished (not filed) under Item 7.01 — not incorporated by reference and not subject to Section 18 liability
- Company is listed on NYSE under ticker NOTE (common stock) and NOTE.WS (warrants)
- Signed by Todd Aman, Chief Legal & Administrative Officer
The company issued an 8-K to disclose a communication sent by CEO Josh Resnik to certain investors regarding business strategy and new revenue initiatives. This filing is for Regulation FD purposes and does not contain material financial changes or structural shifts.
📋 Key Facts
- CEO Josh Resnik sent an email to specific investors on February 17, 2026.
- The communication pertains to the Company's business strategy and new revenue initiatives.
- Information is furnished under Item 7.01 (Regulation FD Disclosure) and is not considered 'filed' for liability purposes under Section 18 of the Exchange Act.
FiscalNote Holdings, Inc. filed an 8-K to announce its financial results for the quarterly period ended September 30, 2025.
📋 Key Facts
- The filing is a routine announcement of quarterly financial results (Item 2.02).
- Reporting period: Quarter ended September 30, 2025.
- Filing date: November 6, 2025.
- Includes Exhibit 99.1 containing the press release for the earnings results.
FiscalNote Holdings entered into amended and restated employment agreements for its CEO and CFO. The company also approved one-time cash retention awards for both executives, contingent upon 48 months of continued employment.
🚩 Red Flags
- Significant cash retention awards ($800k total) for top executives may indicate efforts to prevent turnover during a period of transition or instability.
- Modification of 'Good Reason' definitions and termination benefits often occurs when companies are restructuring compensation packages ahead of potential leadership changes or M&A.
📋 Key Facts
- Amended and Restated Employment Agreements entered into for Josh Resnik (CEO) and Jon Slabaugh (CFO) on October 31, 2025.
- Modifications to agreements include revised 'Good Reason' definitions and changes to benefit calculations upon Covered Termination.
- A one-time cash retention award of $500,000 was approved for CEO Josh Resnik.
- A one-time cash retention award of $300,000 was approved for CFO Jon Slabaugh.
- Retention awards require the officers to remain employed for 48 months (4 years) to receive payment, subject to acceleration clauses.
- The Board replaced the existing Change in Control Severance Plan with an Amended and Restated version that excludes principal executive/financial officers.
FiscalNote Holdings, Inc. has issued the second tranche of a convertible debenture agreement totaling $12.3 million to YA II PN, Ltd. The proceeds were partially used to retire existing subordinated convertible notes.
🚩 Red Flags
- High dilution risk due to the issuance of convertible debentures and associated warrants (0.131 shares per warrant).
- Debt restructuring/refinancing activity: Using new debt to retire old debt (subordinated notes) suggests ongoing liquidity management needs.
- Low floor price ($0.8884) indicates significant potential for equity dilution upon conversion.
📋 Key Facts
- Issuance of Second Debenture on September 11, 2025, in the amount of $12.3 million.
- The total aggregate principal amount of the two tranches is approximately $33 million.
- Maturity Date for the Second Debenture is March 11, 2027.
- Floor Price adjusted to $0.8884 per share.
- Proceeds from this tranche were used, in part, to retire existing subordinated convertible notes dated March 17 and March 20, 2025.
FiscalNote Holdings, Inc. has implemented a 1-for-12 reverse stock split effective August 29, 2025. The adjustment is intended to consolidate shares and will result in adjusted trading on the NYSE starting September 2, 2025.
🚩 Red Flags
- Reverse stock split: Often used to combat low share prices or meet exchange listing requirements.
📋 Key Facts
- Reverse stock split ratio: 1-for-12.
- Effective date of Certificate of Amendment: August 29, 2025, at 4:30 p.m. ET.
- Trading on a reverse split-adjusted basis is expected to commence September 2, 2025, on the NYSE.
- The company will pay cash in lieu of fractional shares resulting from the split.
- All outstanding options and warrants will be adjusted proportionally (fewer shares at a higher price per share).
FiscalNote Holdings, Inc. filed an 8-K to furnish its financial results for the quarterly period ended June 30, 2025. The filing primarily serves as a vehicle to release the press release containing these earnings results.
📋 Key Facts
- The company reported financial results for the quarter ended June 30, 2025.
- Results were announced via a press release dated August 7, 2025.
- The filing includes Exhibit 99.1 containing the earnings press release.
FiscalNote Holdings, Inc. entered into a comprehensive balance sheet realignment involving a new $75 million senior secured term loan and the issuance of $33 million in subordinated convertible debentures to YA II PN, Ltd. The restructuring aims to retire existing senior debt and legacy convertible notes, with closing expected by August 15, 2025.
🚩 Red Flags
- High interest rate environment (SOFR + 8%) for senior debt and potential 18% default rate on debentures.
- Significant dilution risk due to convertible debentures with a conversion price at a discount (94% of VWAP).
- Complex 'Floor Price' and 'Amortization Event' mechanisms that could force cash payments or further share discounts if the stock price drops.
- Strict financial covenants (ARR, EBITDA, Cash) increase risk of technical default.
- The debt is secured by a first priority lien on substantially all assets.
📋 Key Facts
- New $75 million senior secured term loan maturing August 2029; interest rate is SOFR + 8% or reference rate + 7%.
- Issuance of ~$33 million in subordinated convertible debentures to YA II PN, Ltd. for a cash price of ~$30 million.
- Debentures bear 5% interest (18% upon default) and mature in 18 months from issuance.
- The 2025 Term Loan is secured by a first priority lien on substantially all company assets.
- Conversion price for debentures is set at 94% of the 5-day VWAP, subject to a Floor Price mechanism.
- Includes strict financial covenants: minimum cash balance, minimum ARR, minimum adjusted EBITDA, and CapEx limitations.
FiscalNote Holdings has amended its subordinated convertible promissory notes with three investors to extend the maturity date to August 15, 2025. The amendment involves increasing the principal amount via extension payments and restructuring repayment terms linked to share sale proceeds.
🚩 Red Flags
- Imminent maturity date: The notes are due in less than two weeks from the filing (August 15, 2025), indicating immediate liquidity pressure.
- Extension payments required to delay debt obligation, suggesting difficulty in meeting original terms.
- Complex repayment structure involving PIK interest and cash shortfalls suggests high-cost capital/distressed debt characteristics.
📋 Key Facts
- Maturity date extended to August 15, 2025 (the 'Original Maturity Date').
- Principal amounts increased for Nautilus I ($27,272), Nautilus II ($54,665), and Wealth Plus ($11,474) as consideration for the extension.
- New mechanism requires the Company to pay cash to investors if their sale of conversion shares fails to cover the 'Amended Repayment Amount' (principal + PIK interest + expenses).
- Includes a 'Change of Control' protection clause extending 12 months post-maturity/repayment.
FiscalNote Holdings, Inc. announced its participation in the Three Part Advisors 2025 East Coast IDEAS Conference on June 11, 2025. The company provided an updated investor presentation via its corporate website.
📋 Key Facts
- Management presented in person at the Three Part Advisors 2025 East Coast IDEAS Conference on June 11, 2025.
- The event was held at The Westin New York at Times Square.
- An updated investor presentation was posted to the company's Investor Relations website (Exhibit 99.1).
FiscalNote Holdings, Inc. reported the results of its 2025 annual meeting of stockholders held on May 28, 2025. The meeting included the election of three Class III directors and the ratification of RSM US LLP as the independent auditor for fiscal year 2025.
📋 Key Facts
- Annual meeting held on May 28, 2025.
- Three Class III director nominees (Manoj Jain, Anna Sedgley, Brandon Sweeney) were elected to three-year terms expiring in 2028.
- Stockholders ratified the appointment of RSM US LLP as the independent registered public accounting firm for fiscal year 2025.
- Voting results for directors showed significant support with minimal 'Withhold' or 'Broker Non-Votes'.
FiscalNote Holdings, Inc. filed an 8-K to furnish its quarterly financial results for the period ended March 31, 2025. The filing serves as a formal announcement of the company's recent earnings performance.
📋 Key Facts
- Reporting Period: Quarter ended March 31, 2025
- Filing Date: May 12, 2025
- The report includes financial results as disclosed in Exhibit 99.1 (Press Release)
- Company is classified as an emerging growth company
FiscalNote Holdings, Inc. has entered into an agreement to sell its Australian subsidiary, TimeBase Pty. Ltd., for $6.5 million in cash. The proceeds are primarily earmarked to retire approximately $3.2 million of existing debt under their Credit Agreement with Runway Growth Finance Corp.
🚩 Red Flags
- Divestiture of a subsidiary often indicates a need for immediate liquidity or debt reduction.
- Modification of financial covenants (ARR and EBITDA add-backs) suggests the company's original credit metrics were no longer aligned with its shrinking operational scale.
📋 Key Facts
- Sale price of TimeBase Pty. Ltd. is $6.5 million in cash, subject to working capital adjustments.
- Proceeds will be used to retire ~$3.2 million in principal and accrued interest under the existing Credit Agreement.
- The sale triggers Amendment No. 6 to the Credit Agreement, which includes releasing TimeBase as a guarantor.
- The amendment modifies minimum ARR requirements and permitted EBITDA add-backs to reflect the loss of TimeBase's revenue contribution.
General Stanley A. McChrystal is resigning from the Board of Directors and his committee roles effective May 29, 2025. The departure is for personal professional reasons and not due to any disagreement with the company.
🚩 Red Flags
- Reduction in board size (from 9 to 8) as part of a broader trend of recent divestitures and restructuring.
📋 Key Facts
- Effective date of resignation: May 29, 2025.
- Resigning Director: General Stanley A. McChrystal (US Army-Retired).
- Roles vacated: Member of the Board, Corporate Governance Committee, and Compensation Committee.
- Reason for departure: To focus on other professional commitments; no disagreement with company operations/policies reported.
- Board size impact: The Board will be reduced to eight members following this departure.
FiscalNote Holdings, Inc. received a notice from the NYSE stating it is in non-compliance with minimum bid price requirements after its 30-day average closing price fell below $1.00 as of April 9, 2025.
🚩 Red Flags
- Delisting notice from a major exchange (NYSE).
- Significant share price decline resulting in sub-$1.00 trading levels.
- Potential for extreme volatility or delisting if the six-month cure period is not met.
📋 Key Facts
- The Company's 30-trading day average closing price fell below $1.00 per share on April 9, 2025.
- Non-compliance is specifically with NYSE Rule 802.01C regarding minimum bid price requirements.
- The Company has a six-month cure period to regain compliance by meeting specific closing and average price thresholds of at least $1.00.
- The Company must notify the NYSE of its intent to cure within 10 business days.
FiscalNote Holdings entered into amendments to its existing Subordinated Convertible Promissory Notes with Legacy Investors, extending the maturity date from July 31, 2025, to April 15, 2026. The agreement includes punitive interest rate hikes and potential doubling of principal if specific repayment targets are not met by the original maturity date.
🚩 Red Flags
- Significant debt maturity approaching in July 2025 (original date) indicates immediate liquidity pressure.
- Punitive interest rate escalation (from 15% to 25%) if cash/share targets are not met.
- Potential for doubling of the 'Maturity Date Repayment Amount Difference' if sales do not generate sufficient net proceeds.
- Acceleration clauses triggered by bankruptcy, liquidation, or default on other indebtedness.
📋 Key Facts
- Amendment Date: March 25, 2025
- Aggregate principal amount of Legacy Notes: $10.94 million (including accrued PIK interest).
- Original Maturity Date: July 31, 2025; Extended Maturity Date: April 15, 2026.
- Current Interest Rate: 15% per annum (paid-in-kind).
- Penalty Provision: If repayment targets are not met by the Original Maturity Date, interest rate increases to 25% per annum and outstanding principal/interest may be doubled.
- Conversion Right: Company has limited rights to convert up to 20% of the notes into common stock at a volume-weighted average market price.
FiscalNote Holdings entered into a Securities Exchange Agreement with EGT 11 LLC to exchange existing subordinated notes for new Senior Subordinated Convertible Promissory Notes totaling $5.769 million. The deal includes significant equity issuance as inducement and contains complex anti-dilution/guaranteed return mechanisms.
🚩 Red Flags
- Significant equity dilution via issuance of millions of Fee Shares and Brokerage Fee Shares.
- Complex 'Additional Shares' clause acts as a death spiral/anti-dilution mechanism to ensure the investor achieves a 145% net return.
- The company is required to repurchase shares at 45% of principal in certain events (bankruptcy, change of control, or early repayment), creating significant liquidity risk.
- Subordination of these notes to senior secured debt limits cash flow availability.
📋 Key Facts
- Issued a $5.5M Senior Subordinated Convertible Promissory Note to EGT 11 LLC on March 17, 2025.
- Will issue a $269k Subsequent Exchange Note at a later date.
- Issuance of 2,475,000 'Fee Shares' as an inducement for the exchange.
- Issuance of 300,000 Brokerage Fee Shares to Northland Securities, Inc.
- Notes are unsecured and contractually subordinated to senior secured indebtedness.
- Includes a 'guaranteed return' mechanism: if investor sales don't net 145% of principal + interest, the company must issue additional shares or repurchase fee shares at 45% of principal.
FiscalNote Holdings, Inc. filed an 8-K to furnish its financial results for the fiscal year ended December 31, 2024. The filing includes a press release containing the company's annual performance metrics.
📋 Key Facts
- Reporting period: Fiscal year ended December 31, 2024.
- Filing date: March 13, 2025.
- The report was signed by Jon Slabaugh, Chief Financial Officer.
- Financial results were provided via a press release (Exhibit 99.1) under Item 2.02.
FiscalNote Holdings, Inc. has entered into an agreement to sell two of its business units, Dragonfly Eye Limited and The Oxford Analytica International Group, LLC, to Factiva Ltd. for $40 million in cash. The transaction includes a simultaneous amendment to the company's existing credit agreement to adjust liquidity covenants and release guarantors following the sale.
🚩 Red Flags
- Significant divestiture: Selling off two business units may indicate a strategic pivot or a need for immediate liquidity.
- Increased liquidity covenant: The requirement for minimum cash/liquidity is increasing from $22.5M to $25M, tightening the company's financial headroom.
- Revenue/EBITDA impact: The credit agreement was specifically modified because the Sold Businesses will no longer contribute to ARR and EBITDA, suggesting a reduction in top-line scale.
📋 Key Facts
- Sale of Dragonfly Eye Limited and The Oxford Analytica International Group, LLC (the 'Sold Businesses') for $40.0 million in cash.
- Buyer is Factiva Ltd., a UK-based limited company.
- Transaction expected to close by the end of Q1 2025 (March 31, 2025), subject to regulatory and closing conditions.
- Amendment No. 5 to Credit Agreement: Lenders will release Sold Businesses as guarantors upon receipt of ~$27.14 million from sale proceeds.
- Credit Agreement Amendment increases minimum liquidity covenant from $22.5 million to $25 million.
- Agreement includes modifications to minimum ARR and adjusted EBITDA requirements to reflect the loss of revenue/EBITDA from the Sold Businesses.
FiscalNote Holdings, Inc. announced the departure of its Chief Revenue Officer, Richard Henderson, effective February 21, 2025. The departure is framed as a strategic transition toward a product-led sales model and AI-driven growth.
🚩 Red Flags
- Departure of a C-suite executive (CRO) can sometimes signal internal friction or shifts in strategic direction, though no specific cause was cited beyond a shift in sales model.
📋 Key Facts
- Richard Henderson will depart from his role as Chief Revenue Officer on February 21, 2025.
- The departure follows a period where Henderson led the restructuring of the commercial organization.
- The company is pivoting its sales strategy toward a 'product-led sales' model.
- Management highlighted the rollout of 'PolicyNote,' an AI-powered solution, as a key driver for future growth.
FiscalNote Holdings, Inc. filed an 8-K to announce its participation in the Needham & Co. 27th Annual Growth Conference and provided an updated investor presentation.
📋 Key Facts
- Company presented at the Needham & Co. 27th Annual Growth Conference on January 15, 2025.
- The event took place in New York City.
- An updated investor presentation was posted to the company's website and attached as Exhibit 99.1.
FiscalNote Holdings amended its 2022 Long-Term Incentive Plan (LTIP) to increase authorized shares and revise the 'evergreen' provision. Additionally, the Board approved a $1 million RSU grant for CFO Jon Slabaugh.
🚩 Red Flags
- Increased share authorization and 'evergreen' provisions can lead to future dilution for existing shareholders.
📋 Key Facts
- Amended the 2022 LTIP effective December 31, 2024.
- Revised 'evergreen' provision: annual share addition capped at the lesser of 5% of outstanding Class A Common Stock or 13,523,734 shares.
- Approved a $1 million RSU grant to CFO Jon Slabaugh on December 31, 2024.
- RSU vesting schedule: 1/3 vests Jan 1, 2026; remaining 2/3 vests in quarterly increments starting April 1, 2026.
FiscalNote Holdings, Inc. announced the retirement of Board Director Conrad Yiu, effective December 31, 2024. The departure is attributed to personal and professional commitments in Australia and is not due to any disagreement with the company.
🚩 Red Flags
- Reduction in Board size (from 10 to 9 members) may indicate shifting governance structure, though not inherently negative here.
📋 Key Facts
- Conrad Yiu will retire from the Board of Directors on December 31, 2024.
- Mr. Yiu served on the Corporate Governance Committee and M&A Committee.
- The retirement is not due to any disagreement regarding company operations, policies, or practices.
- Following the departure, the Board size will be reduced to nine members.
FiscalNote Holdings, Inc. received a notice from the NYSE stating it is non-compliant with minimum bid price requirements after its 30-day average closing price fell below $1.00 as of November 20, 2024.
🚩 Red Flags
- Delisting notice from NYSE (Rule 802.01C)
- Stock price has fallen below the $1.00 threshold for a consecutive 30-day period
- Potential risk of suspension and delisting if compliance is not met within six months
📋 Key Facts
- Received NYSE notification on November 25, 2024.
- Non-compliance is due to the 30-trading day average closing price falling below $1.00 per share.
- The company has a six-month cure period to regain compliance.
- To comply, the stock must meet both a minimum closing price of $1.00 and a 30-day average closing price of $1.00 on the last trading day of any month during the cure period.
- The company intends to notify the NYSE of its intent to cure within 10 business days.
FiscalNote Holdings announced a leadership succession plan effective January 1, 2025. Co-founder Tim Hwang will transition from CEO to Executive Chairman, while current President and COO Josh Resnik will ascend to the role of CEO.
🚩 Red Flags
- Succession risk/uncertainty: While presented as planned, leadership transitions in micro-cap companies can lead to strategic shifts or volatility.
- Complex compensation structures: Significant RSU grants and accelerated vesting provisions (especially the 1.5x multiplier for Resnik if terminated during Change in Control) increase potential dilution and executive payout liability.
📋 Key Facts
- Effective date for leadership change: January 1, 2025.
- Tim Hwang (current CEO/Chairman) to become Executive Chairman on a 'fixed term' basis; remains on Board as Class I director.
- Josh Resnik (current President/COO) to become CEO; base salary set at $425,000 with 75% target cash bonus.
- Resnik to receive RSU grant with fair market value of $1,800,000.
- Hwang's EC Agreement includes a provision for nomination to Board terms through the earlier of termination or the 2029 annual meeting.
- The transition involves amended and restated employment agreements for both executives.
FiscalNote Holdings, Inc. filed an 8-K to furnish its quarterly financial results for the period ended September 30, 2024. The filing serves as a formal announcement of earnings via a press release.
📋 Key Facts
- Company reported financial results for the quarter ended September 30, 2024.
- The report was filed on November 12, 2024.
- Financial results were communicated via a press release (Exhibit 99.1).
- The company is an emerging growth company.
FiscalNote Holdings, Inc. completed the sale of its subsidiary, Aicel Technologies, Inc., to Vaon Technology Co., Ltd. on October 30, 2024. The transaction involved $8.5 million in cash and the assumption of $1.2 million in convertible debt.
🚩 Red Flags
- Divestiture of a subsidiary may indicate a strategic shift or a need for immediate liquidity to pay down debt (Senior Term Loan).
📋 Key Facts
- Sold subsidiary Aicel Technologies, Inc. to Vaon Technology Co., Ltd. on October 30, 2024.
- Total cash consideration received: $8.5 million.
- Buyer assumed Aicel's convertible bond principal of approximately $1.2 million.
- Company used $5.3 million of the proceeds to retire $5.0 million in Senior Term Loan principal and associated fees.
- Remaining funds were allocated to a management incentive program for Aicel members and transaction-related expenses/taxes.
FiscalNote Holdings, Inc. filed an 8-K to furnish its financial results for the quarterly period ended June 30, 2024. The filing serves as a formal announcement of the company's recent operational and financial performance via a press release.
📋 Key Facts
- The filing reports financial results for the quarter ended June 30, 2024.
- The report was filed on August 8, 2024.
- Financial results were communicated via a press release (Exhibit 99.1).
- The company is an emerging growth company.
FiscalNote Holdings entered into a second letter agreement with EGT-East, LLC to restructure existing debt. The agreement involves the full discharge of one promissory note and the conversion of $798,485 of another note into 1,000,000 shares of Class A common stock.
🚩 Red Flags
- Debt restructuring/conversion: The company is converting debt into equity, which can lead to significant dilution for existing shareholders.
- Unregistered sale of equity: 1,000,000 shares were issued via a private agreement rather than a public offering.
📋 Key Facts
- Agreement date: June 12, 2024
- The January 5, 2024 Note has been fully discharged and is no longer outstanding.
- The Company will convert $798,485 of the December 8, 2023 Note into Class A common stock.
- 1,000,000 shares of Common Stock were issued to EGT-East, LLC pursuant to the agreement.
FiscalNote Holdings, Inc. held its 2024 annual meeting of shareholders on May 29, 2024. The filing reports the results of shareholder votes regarding director elections and the ratification of the company's independent auditor.
📋 Key Facts
- Annual meeting held on May 29, 2024.
- Four Class II director nominees (Michael J. Callahan, Manoj Jain, Keith Nilsson, Gerald Yao) were elected to three-year terms expiring in 2027.
- Shareholders ratified the appointment of RSM US LLP as the independent registered public accounting firm for fiscal year 2024.
- The company is classified as an emerging growth company.
FiscalNote Holdings, Inc. filed an 8-K to announce its financial results for the quarterly period ended March 31, 2024. The filing includes a press release, supplemental presentation, and management's prepared remarks.
📋 Key Facts
- Reporting period: Quarter ended March 31, 2024
- Filing date: May 9, 2024
- Included exhibits: Press release (99.1), Supplemental presentation (99.2), and Management prepared remarks (99.3)
- Management participants in conference call: Tim Hwang (Chairman & CEO) and Jon Slabaugh (CFO)
FiscalNote Holdings entered into a letter agreement with EGT-East, LLC to modify existing Senior Subordinated Convertible Promissory Notes and an AI Copilot Partnership Agreement. This resulted in the issuance of 3,003,268 shares of Class A common stock to satisfy debt conversion and partnership obligations.
🚩 Red Flags
- Significant dilution: The issuance of over 3 million shares as part of debt/partnership settlement can dilute existing shareholders.
- Debt restructuring: Modification of Senior Subordinated Convertible Promissory Notes often indicates liquidity management or pressure from creditors.
- Conversion restrictions: The Investor's right to convert remaining notes is deferred until at least June 30, 2024.
📋 Key Facts
- Agreement dated April 11, 2024, with EGT-East, LLC (the 'Investor').
- Approximately $1.6 million in aggregate principal amount of Senior Subordinated Convertible Promissory Notes were converted into Class A common stock.
- The Company issued an aggregate of 3,003,268 shares of Common Stock to the Investor on April 11, 2024.
- Remaining Notes can only be converted by the Investor on or after June 30, 2024.
- The agreement terminates certain obligations to issue additional shares under the existing AI Copilot Partnership Agreement.
FiscalNote Holdings, Inc. completed the sale of its Board.org subsidiary to Exec Connect Intermediate LLC for a total value of $103 million ($95M cash at closing plus an $8M earnout). The proceeds were primarily used to retire $65.7 million in term loans and pay associated fees, while $15 million was retained for general corporate purposes.
🚩 Red Flags
- Significant debt reduction achieved through asset sale rather than operational cash flow.
- High cost of debt retirement ($7.1 million in fees on a $65.7 million pay-down).
- Earnout provision requires 70% of any received earnout to be used for immediate debt prepayment, limiting retained capital.
- Total indebtedness remains high at $176 million against a cash position of $45 million.
📋 Key Facts
- Sale of Board.org equity to Exec Connect Intermediate LLC for $95.0 million cash at closing.
- Potential earnout of up to $8.0 million based on 2024 revenue targets.
- Used proceeds to retire $65.7 million in term loans under the existing Credit Agreement.
- Paid approximately $7.1 million in prepayment and exit fees for debt retirement.
- Post-transaction cash and cash equivalents: approximately $45 million.
- Total indebtedness outstanding after transaction: approximately $176 million.
- Amortization of term loans extended from August 2025 to August 2026.
- Minimum liquidity covenant increased to $22.5 million.
FiscalNote Holdings, Inc. filed an 8-K to furnish its financial results for the fiscal year ended December 31, 2023. The filing primarily serves as a vehicle to distribute the annual press release containing the company's year-end performance data.
📋 Key Facts
- Reporting period: Year Ended December 31, 2023.
- Filing date: March 12, 2024.
- The filing includes a press release (Exhibit 99.1) detailing financial results.
- Information under Item 2.02 is furnished but not 'filed' for purposes of Section 18 liability.