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, April 11, 2025--(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.
