FiscalNote Receives Continued Listing Notice From NYSE

Rhea-AI Summary

FiscalNote Holdings (NYSE: NOTE) has received notification from the NYSE that it no longer meets the continued listing requirement of maintaining an average closing share price of at least $1.00 over a 30-day trading period. The company has been given a standard six-month cure period to regain compliance.

While FiscalNote remains compliant with all other NYSE listing standards, the company is evaluating options to address this situation. The notification does not affect business operations, SEC reporting requirements, or trigger defaults under debt agreements. The stock will continue trading on NYSE during this period.

Management is focusing on:

• Driving operational efficiencies
• Accelerating path to positive free cash flow
• Recent divestiture of non-core assets
• Repayment of senior debt
• Expansion of Adjusted EBITDA margins
• Migration of customers to new PolicyNote platform

Positive

• Company remains compliant with all other NYSE listing standards
• Recent divestiture of non-core assets strengthening balance sheet
• Repayment of senior debt improving financial position
• Increasing multi-year commitments from new policy customers
• Strong user engagement on new PolicyNote platform

Negative

• Stock trading below $1.00 for 30 consecutive trading days
• Risk of potential NYSE delisting if compliance not achieved within 6 months
• Company still not generating positive free cash flow

Insights

Financial Compliance Analyst

FiscalNote's NYSE listing compliance issue presents legitimate investor concerns. The company's $0.6619 share price has fallen significantly below NYSE's $1 minimum threshold, triggering a standard six-month remediation period. This regulatory challenge places FiscalNote at a pivotal juncture requiring decisive action.

While delisting notices create uncertainty, they're relatively common among smaller capitalization companies. FiscalNote's $112M market capitalization situates it firmly in micro-cap territory where such challenges frequently emerge. The company has multiple pathways to address this situation:

• Natural share price recovery through improved financial performance
• Implementation of a reverse stock split (though not explicitly mentioned as a strategy)

Management's strategic emphasis appears balanced between addressing immediate compliance concerns and pursuing fundamental business improvement. The mention of senior debt repayment, non-core asset divestitures, and expanding Adjusted EBITDA margins signals appropriate priorities. Particularly noteworthy is management's focus on free cash flow positivity rather than simply engineering a temporary share price solution.

The notice doesn't trigger debt covenant defaults or impact day-to-day operations, which provides important breathing room. However, the situation requires monitoring as prolonged listing uncertainty can impact institutional ownership, potentially reducing liquidity and increasing share price volatility. The six-month remediation window represents a meaningful but not insurmountable timeline for demonstrating improved financial metrics or implementing alternative compliance strategies.

Company Afforded Standard Six-Month Cure Period To Regain Listing Compliance

Management Remains Focused on Strategy Execution, Paying Down Debt, Leveraging New PolicyNote Platform, Strengthening Customer-Related KPIs, Expanding Adjusted EBITDA Margins, and Continuing the Path to Positive Free Cash Flow

WASHINGTON--(BUSINESS WIRE)-- FiscalNote Holdings, Inc. (NYSE: NOTE) (“FiscalNote” or the “Company”), the leading provider of AI-driven policy and regulatory intelligence solutions, today announced that it received notification from the New York Stock Exchange ("NYSE") on April 10, 2025 that FiscalNote is no longer in compliance with the NYSE continued listing standard that requires listed companies to maintain an average closing share price of at least USD $1.00 over a consecutive 30 trading-day period. FiscalNote is in compliance with all other NYSE continued listing standards.

The Company is evaluating all options to address this matter. In parallel, it remains focused on driving operational efficiencies and accelerating its path to positive free cash flow, including the recent divestiture of non-core assets and repayment of senior debt, along with continued expansion of Adjusted EBITDA margins. The Company also continues to migrate customers onto the new PolicyNote platform, and it is seeing indications of strong user engagement on the platform as well as increasing multiyear commitments from new policy customers in the corporate sector. Senior executives remain actively engaged with investors.

The NYSE’s notification does not affect FiscalNote’s business operations or its Securities and Exchange Commission reporting requirements, has no immediate effect on the listing of the FiscalNote’s common stock on the NYSE, and does not conflict with or cause an event of default under the Company’s material debt agreements. Under the NYSE’s rules, FiscalNote has a period of six months from receipt of the notice to regain compliance with the minimum share price requirement. FiscalNote’s Class A common stock will continue to be listed and traded on the NYSE during this period, subject to the Company’s compliance with other NYSE continued listing standards. FiscalNote intends to regain compliance with the NYSE’s listing standards and, as required by the NYSE, intends to respond to the NYSE within ten business days with respect to its intent to cure the deficiency.

About FiscalNote

FiscalNote (NYSE: NOTE) is the leading provider of AI-driven policy and regulatory intelligence solutions. By uniquely combining proprietary AI technology, comprehensive data, and decades of trusted analysis, FiscalNote helps customers efficiently manage political and business risk. Since 2013, FiscalNote has pioneered solutions that deliver critical insights, enabling effective decision making and giving organizations the competitive edge they need. Home to PolicyNote, CQ, Roll Call, VoterVoice, and many other industry-leading products and brands, FiscalNote serves thousands of customers worldwide with global offices in North America, Europe, Asia, and Australia. To learn more about FiscalNote and its suite of solutions, visit FiscalNote.com and follow @FiscalNote.

Safe Harbor Statement

Certain statements in this press release may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or FiscalNote’s future financial or operating performance. For example, statements regarding FiscalNote’s financial outlook for future periods, expectations regarding profitability, capital resources and anticipated growth in the industry in which FiscalNote operates are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “pro forma,” “may,” “should,” “could,” “might,” “plan,” “possible,” “project,” “strive,” “budget,” “forecast,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements.

Factors that may impact such forward-looking statements include:

• FiscalNote’s concentration of revenues from U.S. government agencies, changes in the U.S. government spending priorities, dependence on winning or renewing U.S. government contracts, delay, disruption or unavailability of funding on U.S. government contracts, and the U.S. government’s right to modify, delay, curtail or terminate contracts;
• FiscalNote’s ability to successfully execute on its strategy to achieve and sustain organic growth through a focus on its core Policy business, including risks to FiscalNote’s ability to develop, enhance, and integrate its existing platforms, products, and services, bring highly useful, reliable, secure and innovative products, product features and services to market, attract new customers, retain existing customers, expand its products and service offerings with existing customers, expand into geographic markets or identify other opportunities for growth;
• FiscalNote’s future capital requirements, as well as its ability to service its repayment obligations and maintain compliance with covenants and restrictions under its existing debt agreements;
• demand for FiscalNote’s services and the drivers of that demand;
• the impact of cost reduction initiatives undertaken by FiscalNote;
• risks associated with international operations, including compliance complexity and costs, increased exposure to fluctuations in currency exchange rates, political, social and economic instability, and supply chain disruptions;
• FiscalNote’s ability to introduce new features, integrations, capabilities, and enhancements to its products and services, as well as obtain and maintain accurate, comprehensive, or reliable data to support its products and services;
• FiscalNote's reliance on third-party systems and data, its ability to integrate such systems and data with its solutions and its potential inability to continue to support integration;
• FiscalNote’s ability to maintain and improve its methods and technologies, and anticipate new methods or technologies, for data collection, organization, and analysis to support its products and services;
• potential technical disruptions, cyberattacks, security, privacy or data breaches or other technical or security incidents that affect FiscalNote’s networks or systems or those of its service providers;
• competition and competitive pressures in the markets in which FiscalNote operates, including larger well-funded companies shifting their existing business models to become more competitive with FiscalNote;
• FiscalNote’s ability to comply with laws and regulations in connection with selling products and services to U.S. and foreign governments and other highly regulated industries;
• FiscalNote’s ability to retain or recruit key personnel;
• FiscalNote’s ability to adapt its products and services for changes in laws and regulations or public perception, or changes in the enforcement of such laws, relating to artificial intelligence, machine learning, data privacy and government contracts;
• adverse general economic and market conditions reducing spending on our products and services;
• the outcome of any known and unknown litigation and regulatory proceedings;
• FiscalNote’s ability to maintain public company-quality internal control over financial reporting; and
• FiscalNote’s ability to protect and maintain its brands and other intellectual property rights.

These and other important factors discussed in FiscalNote’s SEC filings, including its most recent reports on Forms 10-K and 10-Q, particularly the "Risk Factors" sections of those reports, could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by FiscalNote and its management, are inherently uncertain. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place reliance on forward-looking statements, which speak only as of the date they are made. FiscalNote undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250411646058/en/

Media

Yojin Yoon

FiscalNote

press@fiscalnote.com

Investor Relations

Bob Burrows

FiscalNote

IR@fiscalnote.com

Source: FiscalNote

FAQ

What is the deadline for FiscalNote (NOTE) to regain NYSE compliance?

FiscalNote has a six-month cure period from April 10, 2025, to regain compliance with the NYSE's $1.00 minimum share price requirement.

What NYSE listing requirement did FiscalNote (NOTE) fail to meet?

FiscalNote failed to maintain an average closing share price of at least $1.00 over a consecutive 30 trading-day period.

Will FiscalNote (NOTE) continue trading on NYSE during the cure period?

Yes, FiscalNote's Class A common stock will continue trading on NYSE during the six-month cure period, subject to compliance with other listing standards.

What steps is FiscalNote (NOTE) taking to improve its financial position?

FiscalNote is divesting non-core assets, repaying senior debt, expanding Adjusted EBITDA margins, and focusing on achieving positive free cash flow.