UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On November 25, 2024, FiscalNote Holdings, Inc. (the “Company”) received notice from the New York Stock Exchange (the “NYSE”) stating that it has concluded that the Company is not in compliance with Rule 802.01C of the NYSE’s continued listing requirements (the “NYSE Notification”), since as of November 20, 2024, the 30-trading day average closing price of the Company’s shares of Class A common stock, par value $0.0001 per share (the “Common Stock”) had fallen below $1.00 per share over a consecutive 30 trading-day period. Within 10 business days of receipt of the NYSE Notification, the Company must notify the NYSE of its intent to cure this deficiency or be subject to suspension and delisting procedures; the Company intends to notify the NYSE of its intent to cure the deficiency within this 10 business day period.
The Company has a six-month cure period following the receipt of the NYSE Notification to regain compliance with the minimum share price requirement. To regain compliance, on the last trading day of any calendar month during the cure period, the Common Stock must have (i) a closing price of at least $1.00 per share and (ii) an average closing price of at least $1.00 per share over the 30-trading day period ending on the last trading day of such month. If both of these conditions are not met by the end of the cure period, the NYSE will commence suspension and delisting procedures. In response, the Company’s Board of Directors is reviewing all available alternatives to return to compliance with the NYSE continued listing standards.
The NYSE Notification does not affect the Company’s business operations or its Securities and Exchange Commission reporting requirements, has no immediate effect on the listing of the Common Stock on the NYSE, and does not conflict with or cause an event of default under any of the Company’s material debt agreements.
| Item 7.01 | Regulation FD Disclosure. |
On November 29, 2024, the Company issued a press release with respect to its receipt of the NYSE Notification.
The information disclosed under Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press Release dated November 29, 2024. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |
SIGNATURES
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. | ||
| By: | /s/ Todd Aman | |
| Name: | Todd Aman | |
| Title: | SVP, General Counsel & Secretary | |
| Date: November 29, 2024 | ||
Exhibit 99.1
FISCALNOTE RECEIVES CONTINUED
LISTING STANDARD NOTICE FROM NYSE
WASHINGTON, D.C. – Friday, November 29, 2024 – FiscalNote Holdings, Inc. (NYSE: NOTE) (“FiscalNote” or the “Company”), a leading AI-driven enterprise SaaS technology provider of policy and global intelligence, announced today that it received notification from the New York Stock Exchange (“NYSE”) on November 25, 2024 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, the Company remains focused on providing AI-driven legal and regulatory insights to its more than 4,000 global customers as they tackle the ongoing challenges of constant change and increased complexity brought about by accelerated regulatory and legislative policymaking, the realities of recent electoral changes in the U.S. and E.U., and the arrival of thousands of newly-elected and appointed stakeholders. The Company’s senior executives continue to be engaged in proactive outreach to current and prospective investors, while remaining focused on generating increased profitability and executing on FiscalNote’s plans to drive sustainable, profitable growth by delivering best-in-class product experiences, further simplifying its portfolio, identifying additional operational efficiencies, and reducing debt.
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 a leader in policy and global intelligence. By uniquely combining data, technology, and insights, FiscalNote empowers customers to manage political and business risk. Since 2013, FiscalNote has pioneered technology that delivers critical insights and the tools to turn them into action. Home to CQ, Dragonfly, Oxford Analytica, VoterVoice, and many other industry-leading brands, FiscalNote serves thousands of customers worldwide with global offices in North America, Europe, Asia, and Australia. To learn more about FiscalNote and its family of brands, 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. 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. These factors are 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. Any 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 undue 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.
Contacts:
Media
Nicholas Graham
FiscalNote
Investor Relations
Bob Burrows
FiscalNote
Source: FiscalNote