Filing Analysis
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