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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Entry into a Material Definitive Agreement. On June 16, 2026, FiscalNote Holdings, Inc. (the “ Company ”) entered into a letter agreement with GPO FN Noteholder, LLC (“ GPO ”), pursuant to which GPO agreed, among other matters, to waive the Company’s obligation to deliver the quarterly $2.0 million principal amortization installment that otherwise would be payable on July 1, 2026 pursuant to Section 8 of that certain 7.50% Senior Subordinated Convertible Promissory Note due November 13, 2029,…
Other Events. As previously disclosed, the Company continues to evaluate and pursue available strategic value-maximizing options available to the Company, including, among other matters, engaging with its existing senior and subordinated lenders to renegotiate or amend the Company’s existing obligations. The Company has engaged an external financial advisor, which is actively engaged in discussions with each lender. These discussions may include amendments, maturity extensions, liability mana…
Results of Operations and Financial Condition. Financial Results for the Quarter Ended March 31, 2026 On May 7, 2026, FiscalNote Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information disclosed under Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of th…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing;
Other Events. On March 25, 2026, FiscalNote Holdings, Inc., a Delaware corporation (the “ Company ”) announced that it received a letter (the “ Delisting Notice ”) from the staff of the New York Stock Exchange (the “ Exchange ” or “ NYSE ”) indicating that the Company is not in compliance Rule 802.01C of the NYSE’s continued listing requirements, since, as of March 25, 2026, the 30-trading day average closing price of the Company’s shares of Class A common stock, par value $0.0001 per share (…
Results of Operations and Financial Condition. Financial Results for the Year Ended December 31, 2025 On March 19, 2026, FiscalNote Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the year ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information disclosed under Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On March 15, 2026, Anna Sedgley, a member of the Board of Directors (the “ Board ”) of FiscalNote Holdings, Inc. (the “ Company ”), notified the Company of her decision to resign as a director effective on March 19, 2026. She has decided to resign in order to focus on other professional commitments, and not due to any disagreement with the Company…
Results of Operations and Financial Condition. Financial Results for the Quarter Ended September 30, 2025 On November 6, 2025, FiscalNote Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information disclosed under Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Sec…
The Debentures were, and the Debenture Conversion Shares, if any, will be, issued in reliance on an exemption from registration afforded by Section 4(a)(2) under the Securities Act and/or Rule 506 of Regulation D promulgated by the SEC thereunder.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The applicable information set forth in
Entry into a Material Definitive Agreement. As previously reported in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “ SEC ”) on August 6, 2025 (the “ Prior Report ”), on August 5, 2025, FiscalNote Holdings, Inc. (the “ Company ”) entered into a securities purchase agreement with YA II PN, Ltd. (the “ Investor ”), pursuant to which the Company agreed to issue the Investor, in two tranches, convertible debentures in an aggregate principal amount of approx…
Material Modification to Rights of Security Holders. To the extent required by
Results of Operations and Financial Condition. Financial Results for the Quarter Ended June 30, 2025 On August 7, 2025, FiscalNote Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information disclosed under Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of t…
Entry into a Material Definitive Agreement. On August 5, 2025, FiscalNote Holdings, Inc. (the “ Company ”) entered into definitive agreements providing for a comprehensive realignment of its balance sheet. Closing of the respective refinancing transactions is anticipated on or before August 15, 2025. The agreements executed provide for the refinancing of the Company’s senior credit facility with a new, $75 million senior secured term loan maturing in August 2029 (the “ 2025 Term Loan ”) and a…
The Debentures and the Debenture Conversion Shares, if any, will be issued in reliance on an exemption from registration afforded by Section 4(a)(2) under the Securities Act and/or Rule 506 of Regulation D promulgated by the SEC thereunder. The New GPO Note and the Interest Shares, Conversion Shares and Installment Shares, if any, will be issued in reliance on an exemption from registration afforded by Section 3(a)(9) and/or Section 4(a)(2) under the Securities Act.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The applicable information set forth in
The amendment of the Amended Notes and the issuance of the Extended Maturity Date Shares (as defined in the Letter Agreements), if any, were or will be effected pursuant to an exemption under Section 3(a)(9) of the Securities Act of 1933, as amended.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The applicable information set forth in
Entry into a Material Definitive Agreement. On July 30, 2025 (the “ Amendment Date ”), FiscalNote Holdings, Inc. (the “ Company ”) entered into amendments (the “ Amendments ”) to those certain letter agreements with each of Nautilus Venture Partners Fund I, L.P. (“ Nautilus I ”), Nautilus Venture Partners Fund II, L.P. (“ Nautilus II ”) and Wealth Plus Investments Ltd. (“ Wealth Plus ” and together with Nautilus I and Nautilus II, the “ Investors ”), dated as of March 25, 2025 (the “ Letter A…
Results of Operations and Financial Condition. Financial Results for the Quarter Ended March 31, 2025 On May 12, 2025, FiscalNote Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information disclosed under Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of t…
Entry into a Material Definitive Agreement. On May 2, 2025, FiscalNote Holdings, Inc. (the “ Company ”) announced it had entered into an agreement to sell its Australian subsidiary, TimeBase Pty. Ltd. (“ TimeBase ”), for $6.5 million in cash consideration, subject to customary working capital adjustments. Closing of the TimeBase sale is expected to occur promptly following receipt of clearance/approval by the Australian competition authorities and satisfaction or waiver of other customary clo…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 30, 2025, General Stanley A. McChrystal (United States Army-Retired), a member of the Board of Directors (the “ Board ”) of FiscalNote Holdings, Inc. (the “ Company ”), and a member of the Corporate Governance Committee and Compensation Committee of the Board, notified the Company of his decision to resign as a director effective on May 29…
Notice of Delisting of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 10, 2025, FiscalNote Holdings, Inc. (the “Company”) received notice from the New York Stock Exchange (the “NYSE”) stating that it has concluded that the Company is not in compliance with Rule 802.01C of the NYSE’s continued listing requirements (the “NYSE Notification”), since as of April 9, 2025, the 30-trading day average closing price of the Company’s shares of Class A common stock…
The amendment of the Legacy Notes and the issuance of the Legacy Conversion Shares, Legacy Additional Shares and/or Extended Maturity Date Shares, if any, were or will be effected pursuant to an exemption under Section 3(a)(9) of the Securities Act of 1933, as amended.
Entry into a Material Definitive Agreement. On March 25, 2025 (the “ Amendment Date ”), FiscalNote Holdings, Inc. (the “ Company ”) entered into letter agreements (the “ Amendments ”) with each of Nautilus Venture Partners Fund I, L.P., Nautilus Venture Partners Fund II, L.P. and Wealth Plus Investments Ltd. (the “ Legacy Investors ”) modifying certain provisions of the Subordinated Convertible Promissory Notes issued by FiscalNote Intermediate Holdco, Inc. (f/k/a FiscalNote Holdings, Inc.) i…
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