FiscalNote Files Preliminary Information Statement to Authorize Process for Potential Reverse Stock Split at Board's Discretion
FiscalNote Holdings, Inc. (NYSE:NOTE) ("FiscalNote" or the "Company"), the leading provider of AI-driven policy and regulatory intelligence solutions, today announced that it has filed a preliminary information statement with the Securities and Exchange Commission (the "SEC"), providing notice that holders of over 67% of the voting power of its outstanding common stock have acted by written consent to authorize FiscalNote's Board of Directors (the "Board") to effect a reverse stock split at a ratio ranging from 1:2 to 1:15, in the Board's discretion. The reverse stock split has been authorized in order to bring the company into compliance with the New York Stock Exchange ("NYSE") continued listing standard requiring listed companies to maintain an average closing share price of at least $1.00 over a consecutive 30 trading-day period. The timing of the filing is driven by the October 10, 2025 deadline to regain compliance (the end of the 6-month cure period afforded by the NYSE) and takes into account the necessary steps to effect the split and regain compliance by that date. The Company plans to regain compliance and avoid delisting through either organic recovery of the stock price or, if necessary, a reverse split. In the event a reverse split becomes necessary, the final ratio will be determined by the Board when the Company files an amendment to its certificate of incorporation to implement the split. The split, if implemented, would not affect any shareholder's percentage ownership interests or proportionate voting power.
The Company and its advisors have reviewed select market precedents, and the Company believes that a reverse split may allow the Company's common stock to be more attractive to a broader range of investors. Although numerous factors can influence post-split stock price performance (including macroeconomic and industry conditions, operating fundamentals, leverage ratio, and more), analysis of available market data suggests that effectuating a reverse split can have the following benefits:
- Improving investor perception and driving demand by aligning the share price with public peers and institutional investment thresholds;
- Ensuring continued compliance with NYSE listing standards, maintaining FiscalNote's eligibility and visibility on major indices; and
- Tightening bid-ask spreads and reducing order book congestion, which can facilitate trading in the stock and reduce volatility, thereby enhancing liquidity and potentially making the stock more attractive to long term investors.
Shareholders may obtain a free copy of the preliminary proxy statement and other documents that the Company files with the SEC at the SEC's website at www.sec.gov or on the Company's Investor Relations website at https://investors.fiscalnote.com. The Company will file with the SEC and distribute to its shareholders a definitive information statement, following SEC review.
Completion of the proposed reverse stock split is subject to market and other customary conditions. There are no assurances that the reverse stock split will be completed, that it will result in an increased per share price or that it will achieve its other intended effects. The Board reserves the right to elect not to proceed with the split if it determines that implementing it is no longer in the best interests of the Company and its shareholders.
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:
- 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.
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, and Asia. To learn more about FiscalNote and its suite of solutions, visit FiscalNote.com and follow @FiscalNote.
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Media
Yojin Yoon
FiscalNote
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Investor Relations
Bob Burrows
FiscalNote
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