Debt talks deepen as FiscalNote (NOTE) delays $2.0M principal payment
Rhea-AI Filing Summary
FiscalNote Holdings, Inc. obtained short-term relief on its debt by entering a letter agreement with GPO FN Noteholder, LLC. GPO agreed to waive the Company’s obligation to pay the quarterly $2.0 million principal amortization installment otherwise due on July 1, 2026 under a 7.50% Senior Subordinated Convertible Promissory Note maturing on November 13, 2029. The waived amount will instead be payable at the Note’s Maturity Date. FiscalNote states it is continuing to evaluate and pursue strategic value-maximizing options, including discussions with senior and subordinated lenders about potential amendments, maturity extensions, liability management transactions, exchanges, and other strategic alternatives.
Positive
- None.
Negative
- Deferral of scheduled principal payment signals balance-sheet pressure: A quarterly $2.0 million principal amortization on the 7.50% Senior Subordinated Convertible Promissory Note due July 1, 2026 has been waived and pushed to the November 13, 2029 maturity, alongside disclosure of broad liability management discussions with lenders.
Insights
FiscalNote defers a $2.0M note payment while pursuing broader debt talks.
FiscalNote and GPO FN Noteholder, LLC agreed to shift a $2.0 million principal amortization installment due on July 1, 2026 to the November 13, 2029 maturity of a 7.50% Senior Subordinated Convertible Promissory Note. This effectively provides near-term liquidity relief while leaving total principal unchanged.
The Company discloses ongoing evaluation of strategic value-maximizing options and active engagement with its senior and subordinated lenders. Potential steps include amendments, maturity extensions, liability management transactions, exchanges, and other strategic alternatives, with no assurance of outcomes or timing from these discussions.
This filing highlights an increased focus on managing the capital structure and upcoming obligations. Actual impact will depend on any future agreements with lenders or completed liability management transactions, which the Company indicates it may disclose when it deems further disclosure appropriate or required.
8-K Event Classification
Key Figures
Key Terms
7.50% Senior Subordinated Convertible Promissory Note financial
Maturity Date financial
liability management transactions financial
forward-looking statements regulatory
Risk Factors regulatory
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SECURITIES AND EXCHANGE COMMISSION
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| Item 1.01 | 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, issued by the Company to GPO. Such waived amount will be payable on the Maturity Date of the Note.
| Item 8.01 | 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 management transactions, exchanges, and other strategic alternatives. There is no assurance that the discussions will result in any outcome on any particular timetable or at all, and the Company does not intend to disclose developments or provide updates on the progress or status thereof until it deems further disclosure is appropriate or required.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K 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 the Company’s future financial or operating performance. 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 discussed in the Company’s SEC filings, including its most recent Annual Report on Form 10-K, particularly the “Risk Factors” section of that report, could cause actual results to differ materially from those indicated by the forward-looking statements made in this Current Report on Form 8-K. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. Nothing herein 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 undue reliance on forward-looking statements, which speak only as of the date they are made. The Company 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.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FiscalNote Holdings, Inc. | ||||||
| (Registrant) | ||||||
| June 16, 2026 | By | /s/ Jon Slabaugh | ||||
| Jon Slabaugh | ||||||
| Chief Financial Officer | ||||||