Fiscalnote Hldg SEC Filings

FiscalNote Holdings, Inc. reported that on August 5, 2025 it entered into a securities purchase agreement with YA II PN, Ltd. to issue convertible debentures in two tranches totaling approximately $33 million. The filing references a prior report filed with the SEC on August 6, 2025. The second tranche, a debenture of $12.3 million, was issued on September 11, 2025. The document is signed by Todd Aman, Chief Legal & Administrative Officer, dated September 11, 2025. The disclosure identifies the counterparty, the aggregate principal amount of the financing, and the date of the second tranche issuance.

FiscalNote Holdings, Inc. (NOTE) director Brandon Sweeney received 2,218 shares of Class A Common Stock as compensation on 09/03/2025 in lieu of a quarterly cash retainer, recorded on a Form 4 filed 09/05/2025. After the grant, Mr. Sweeney directly beneficially owns 52,363 shares and indirectly owns 6,724 shares through the Sweeney Trust dated March 27, 2003, for which he is Trustee. The filing notes a 1-for-12 reverse stock split effective August 29, 2025 that resulted in proportionate adjustments to reported holdings. The Form 4 was signed by an attorney-in-fact, Todd Aman.

FiscalNote Holdings, Inc. (NOTE) Form 4 shows that director Keith Nilsson received 1,479 shares of Class A common stock on 09/03/2025 as director compensation in lieu of a quarterly cash retainer, recorded at a price of $0 per share. Following that transaction the reporting person directly beneficially owned 87,289 shares of Class A common stock. The filing discloses additional indirect interests held by entities named Xplorer Capital Fund III L.P., XC FiscalNote-B, LLC, Xplorer Capital Fund III GP, LLC, XC FiscalNote-C, LLC and XC Continuation Fund I, LLC. The form also notes a 1-for-12 reverse stock split effected by the issuer on August 29, 2025, which proportionately adjusted the reported share amounts.

Anna Sedgley, a director of FiscalNote Holdings, Inc. (NOTE), was granted 2,712 shares of Class A Common Stock as non-management director compensation in lieu of a quarterly cash retainer, recorded as a transaction on 09/03/2025. After the grant, the reporting person beneficially owned 53,720 shares of Class A Common Stock. The filing notes that the issuer effected a 1-for-12 reverse stock split on 08/29/2025, which proportionately adjusted the number of shares owned. The Form 4 was signed on behalf of the reporting person by an attorney-in-fact on 09/05/2025.

FiscalNote Holdings, Inc. preliminary information statement seeks shareholder approval for two related actions that would permit the issuance of more than 19.99% of the company’s outstanding common stock if required: one under a GPO note and a second under certain convertible debentures. The filing includes a beneficial ownership table showing Class A and Class B holdings and voting power for several holders and sponsor entities, with aggregated totals presented as shares, percentages of total common stock, and percentages of total voting power. The statement identifies key related parties (including Xplorer Capital, Xplorer-managed entities, Maso Capital-related sponsors and funds) and discloses addresses for those entities. It also directs readers to the company’s SEC filings and public website for additional reports and says materials will be furnished free of charge via www.fiscalnote.com and the SEC site.

FiscalNote Holdings, Inc. (NOTE) Form 144 discloses a proposed sale of 5,785 Class A shares through Fidelity Brokerage Services, with an aggregate market value of $24,545.18 and an approximate sale date of 09/04/2025 on the NYSE. These shares were acquired via restricted stock vesting and recorded as compensation on 09/02/2025. The filing reports total Class A shares outstanding of 163,909,082. The filer also reports two prior sales by the Timothy T. Hwang Revocable Trust within the past three months: 37,201 shares sold on 07/02/2025 for $24,273.65 and 56,155 shares sold on 08/04/2025 for $32,721.52. The notice includes the standard representation that the seller is not aware of undisclosed material adverse information.

FiscalNote Holdings, Inc. approved a 1-for-12 reverse stock split of its Class A and Class B common stock to take effect at 4:30 p.m. on August 29, 2025. Each group of twelve pre-split shares will be converted into one post-split share of the same class with no change to par value. No fractional post-split shares will be issued; holders who would otherwise receive fractional shares will receive a cash payment equal to the proceeds from the aggregated sale of those fractions by the transfer agent. A Certificate of Amendment to the company's Certificate of Incorporation was filed to implement the split.

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.