FiscalNote Holdings, Inc.

FiscalNote Holdings, Inc. reported substantial doubt about its ability to continue as a going concern, citing significant financial deterioration and multiple debt covenant breaches. The company's Class A common stock and warrants were delisted from the NYSE, triggering defaults on its Subordinated Notes, and it failed to meet its Senior Term Loan Adjusted EBITDA covenant. For the six months ended June 30, 2026, FiscalNote's net loss widened to $(71.4) million on declining revenues of $39.6 million, and it recorded a $54.7 million goodwill impairment.

FiscalNote reported Q2 2026 revenues of $19.6 million, meeting its guidance, and adjusted EBITDA of $2.3 million, slightly below expectations. The company saw an improvement in quarterly net revenue retention to 98% and continued its operational efficiency initiatives. However, FiscalNote revised its full-year 2026 revenue guidance downwards to $75M-$78M and adjusted EBITDA guidance to $9M-$11M, citing ongoing market softness and cautious spending.

FiscalNote Holdings, Inc. detailed the employment agreement for its President & CEO, Mr. Compton, effective July 24, 2026. The agreement includes an annual base salary of $425,000, a target annual incentive bonus of 75% of his base salary, and an initial grant of 1,450,000 performance-based restricted shares. The agreement also outlines severance terms for various termination scenarios and a potential $1 million Transaction Bonus upon a Change in Control.

FiscalNote Holdings, Inc. has amended its forbearance agreements with GPO FN Noteholder, LLC and YA II PN, Ltd. These amendments waive defaults under subordinated convertible debt instruments that arose from the delisting of the company's Class A common stock from the New York Stock Exchange. The forbearance period has been extended until August 22, 2026, during which time creditors will refrain from exercising any rights related to these defaults.

FiscalNote Holdings, Inc. announced a significant leadership transition. Josh Resnik mutually agreed to depart as President & CEO, effective June 26, 2026, after eight years of service. The Board appointed Key Compton, a current board member and former Audit Committee Chair, as the new President & CEO, effective June 22, 2026. Additionally, Todd Aman, Chief Legal and Administrative Officer, resigned effective July 2, 2026, to pursue another opportunity.

FiscalNote Holdings, Inc. announced on June 24, 2026, that it entered into letter agreements to amend its forbearance agreements with GPO FN Noteholder, LLC and YA II PN, Ltd. These amendments waive defaults on subordinated convertible debt instruments that arose from the delisting of the company's Class A common stock from the New York Stock Exchange. The subordinated creditors have agreed to extend their forbearance from exercising any rights related to these defaults until July 21, 2026.

FiscalNote Holdings, Inc. secured a waiver from GPO FN Noteholder, LLC for a $2.0 million principal amortization installment originally due on July 1, 2026. This payment will now be deferred until the Note's Maturity Date in November 2029. Concurrently, the company is actively evaluating strategic options and engaging with its senior and subordinated lenders to renegotiate or amend existing debt obligations, with the assistance of an external financial advisor.

FiscalNote Holdings, Inc. amended its forbearance agreements with GPO FN Noteholder, LLC and YA II PN, Ltd. on May 18, 2026. These amendments waive defaults under subordinated convertible debt instruments, which arose from the delisting of the company's Class A common stock from the New York Stock Exchange. The Subordinated Creditors have agreed to forbear from exercising rights related to these defaults until June 21, 2026.

FiscalNote Holdings, Inc. reported a significant net loss of $(43.6) million for Q1 2026, a substantial increase from $(4.25) million in Q1 2025, primarily due to a $35.6 million goodwill impairment. The company faces substantial doubt about its ability to continue as a going concern following its NYSE delisting, which triggered events of default on subordinated notes. While forbearance agreements are in place until May 21, 2026, a cross-default on its senior term loan is probable if not extended, potentially requiring immediate repayment of outstanding debt.

FiscalNote Holdings, Inc. announced its first quarter 2026 financial results, reporting total revenues of $20.0 million and Adjusted EBITDA of $1.0 million, both in line with guidance. Despite a significant net loss of $(43.6) million due to a goodwill impairment and a 14% decline in Annual Recurring Revenue, the company reaffirmed its full-year 2026 guidance and expects to achieve positive free cash flow on a next-twelve-month basis starting April 1, 2026. The company also highlighted new product initiatives in agentic AI and political prediction markets, and its Board continues to explore strategic options.