Filing Analysis
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