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.
On 5 Aug 2025, FiscalNote Holdings (NYSE: NOTE) executed a sweeping balance-sheet recapitalisation. The company will refinance its existing senior facility with a new $75 million senior secured term loan maturing Aug 2029. Net proceeds of c.$72.9 million will retire the prior loan, pay fees and settle legacy subordinated notes. The loan bears either reference rate + 7% or SOFR + 8%, amortises quarterly starting 30 Sep 2025 ($0.47 m for four quarters, then $0.94 m) and is protected by first-lien security plus covenants covering minimum cash, ARR, adjusted EBITDA and capex.
To further reorganise subordinated debt, FiscalNote will issue $33 million of 18-month 5% convertible debentures (cash proceeds ≈ $30 m) priced at 94% of the 5-day VWAP, subject to a variable floor and NYSE 20 % issuance limits. In parallel, the company will redeem $25 million of an existing subordinated note and replace the remainder with a new 7.5% subordinated convertible note (matures 91 days after Jul 2029, initial conversion price $6.91, quarterly $2 m instalments payable in cash or shares). Both subordinated instruments are contractually junior to the new term loan and contain customary dilution caps, default triggers and registration obligations.
FiscalNote Holdings, Inc. (NOTE) – Form 4 insider filing
On 31 Jul 2025, President & CEO Josh Resnik satisfied tax withholding obligations stemming from the vesting of 9,723 restricted stock units by authorizing the company to withhold 3,151 Class A common shares at $0.5665 each (Transaction Code "F"). After the administrative disposition, Resnik directly owns 2,738,972 Class A shares.
No open-market activity, option exercises or new derivative positions were reported. The filing reflects routine equity-based compensation mechanics and does not alter insider ownership meaningfully.
FiscalNote Holdings, Inc. (NOTE) filed Form 144 indicating an affiliate’s intent to sell 56,155 Class A shares through Fidelity Brokerage on or after 08/04/2025 on the NYSE. The shares have an aggregate market value of $32,721.52, implying a per-share price of roughly $0.58. Against the company’s 149,925,786 shares outstanding, the proposed sale equals about 0.04 % of total float.
The filing also discloses that the same account—identified in prior transactions as the Timothy T. Hwang Revocable Trust—has already disposed of 87,714 Class A shares during the last three months in three tranches (05/08, 06/03 and 07/02 2025) generating $56,749.42 in gross proceeds. The new shares to be sold were acquired via restricted-stock vesting on 08/01/2025 and are being sold as compensation, not as a cash purchase.
Rule 144 filings are routine disclosure items, but consecutive insider sales can signal reduced insider conviction. However, the small percentage of shares involved limits immediate dilution or market-wide impact.