Fiscalnote Hldg SEC Filings

FiscalNote Holdings, Inc. (NOTE) is registering securities on a shelf via an S-3 prospectus that describes its core business, governance provisions and recent financings. The company provides public policy intelligence products including PolicyNote, CQFederal, Curate, EU Issue Tracker, advocacy and constituent platforms VoterVoice and Fireside, and macroeconomic advisory services through FrontierView. These products cover U.S. federal, state and local levels and services for over 80 countries.

The filing discloses corporate and transactional documents, including a Securities Purchase Agreement with YA II PN, Ltd., a Convertible Debenture dated August 12, 2025, and a Registration Rights Agreement. RSM US LLP audited FiscalNote’s financial statements for the year ended December 31, 2024 and expressed an unqualified opinion. The company states it is an emerging growth company and has not opted out of the extended transition period for new accounting standards, which may affect comparability with some peers.

Gerald Yao, a director of FiscalNote Holdings, Inc. (Ticker: NOTE), reported a transaction dated 08/07/2025 on a Form 4. The filing shows 416 shares of Class A common stock were disposed under code F at a reported price of $0.6304; the explanatory note states these shares were withheld to satisfy the reporting person’s tax obligation upon the vesting of 1,250 restricted stock units. The Form 4 reports beneficial ownership following the transaction of 461,601 shares indirectly through the Gerald Yao Revocable Trust dated January 10, 2019, and 4,000 shares directly. The report was signed by an attorney-in-fact on 08/19/2025.

Paul Donnell, Chief Accounting Officer of FiscalNote Holdings, Inc. (ticker: NOTE), reported a disposition of Class A Common Stock on 08/07/2025. The filing shows a reported sale (transaction code F) of 441 shares at a price of $0.6304 per share. After the transaction, the reporting person beneficially owned 405,572 shares. The form explains these 441 shares were withheld to satisfy the reporting person’s tax obligation upon the vesting of 1,288 restricted stock units. The Form 4 was signed by an attorney-in-fact on 08/19/2025.

FiscalNote Holdings, Inc. insider Todd Aman, Chief Legal & Administrative Officer, reported two share dispositions tied to tax withholding for vested restricted stock units. On 08/07/2025, 658 shares of Class A common stock were withheld at an average price of $0.6304, leaving 1,064,687 shares beneficially owned. On 08/15/2025, 439 shares were withheld at $0.522, leaving 1,064,248 shares beneficially owned. The filings state these withholdings satisfied tax obligations upon vesting of 2,251 and 1,501 restricted stock units, respectively.

FiscalNote Holdings, Inc. filed a Form D notifying a Regulation D private offering under Rule 506(b). The offering size is $29,970,000, of which $18,900,000 has been sold and $11,070,000 remains available. The company was formed in Delaware (2020) and lists its principal place of business in Washington, D.C. The filing reports sales commissions of $1,498,500 (5% of gross proceeds), a minimum outside investment of $0, one investor to date, and a first sale date of 2025-08-05. The offering is not tied to a business combination and the Form D was signed by Todd Aman on 2025-08-18.

FiscalNote Holdings reported constrained liquidity and ongoing losses in its Q2 filing. Cash and short-term investments totaled $39.2 million at June 30, 2025, up from $35.3 million at December 31, 2024, but the company had a negative working capital balance of $27.9 million (excluding cash) and an accumulated deficit of $824.4 million.

FiscalNote recorded net losses of $32.9 million for the six months ended June 30, 2025 versus $33.8 million a year earlier. The company recognized a pre-tax gain on disposals of $15,424 related to asset sales and used proceeds to repay debt and cover transaction costs. The filing highlights concentrated U.S. government revenue exposure, debt instruments with conversion and PIK features, share-based payments, and potential volatility from fair-value remeasurements and contingent liabilities.

FiscalNote Holdings, Inc. filed a Form 12b-25 notifying the SEC that it cannot timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, which was due on August 11, 2025. The company states it entered into definitive agreements on August 5, 2025 to refinance certain outstanding indebtedness and those transactions were completed on August 12, 2025, after the filing deadline. Because the refinancing affects the disclosures required in the 10-Q, FiscalNote says it cannot file the report without unreasonable effort or expense and expects to file the 10-Q on or before the fifth calendar day following the prescribed due date. The filing notes all other periodic reports for the prior 12 months have been filed and the company does not anticipate a significant change in results of operations. The notice is signed by CFO Jon Slabaugh on August 12, 2025.

FiscalNote Holdings, Inc. notifies holders that certain stockholders controlling approximately 25.1% of Class A and 100% of Class B (together about 66.9% of voting power) approved resolutions authorizing the Board to file an amendment giving the Board discretion, until October 10, 2025, to effect a reverse stock split of each class of Common Stock at a ratio between 1-for-2 and 1-for-15. The Board previously approved and recommended the proposal and the Company had 172,070,261 shares of Common Stock outstanding (consisting of 163,779,340 Class A and 8,290,921 Class B) as of the Record Date.

The stated primary purpose is to raise the per-share trading price of Class A Common Stock to address a NYSE notice for average closing price below $1.00. If implemented, the reverse split would proportionately reduce outstanding shares and increase the number of authorized but unissued shares available for future issuance, preserve each holder's percentage ownership (subject to fractional-share cash-outs), and proportionately adjust options, warrants and convertible instruments. The Information Statement warns there is no assurance the reverse split will achieve or sustain a higher market price and identifies potential liquidity and odd-lot impacts and the availability of cash in lieu of fractional shares.