FiscalNote Holdings Inc

Current report

Our potential inability to maintain compliance with certain financial covenants set forth in the Credit Agreement raises substantial doubt about our ability to continue as a going concern.

Current report

The Company may not remain compliant with one, or all, of its financial covenants under the Credit Agreement. In the event that the Company is not compliant with all of its financial covenants under the Credit Agreement, the lenders may declare the outstanding amount thereunder immediately due and payable, at which time the Company would not have sufficient liquidity to satisfy the lenders rights. Accordingly, the Company has concluded that there is substantial doubt about its ability to continue as a going concern within one year from the date of this filing.

Current report

If the Company’s strategic review does not result in any transaction or other outcome, it may need to consider restructuring or refinancing its debt, seeking additional equity or debt financing, or rationalization opportunities, both to further reduce the complexity of the business and ongoing operating expenses and to raise capital through opportunistic divestitures where appropriate. If the Company seeks additional financing and there remains substantial doubt about the Company's ability to continue as a going concern, financing sources may be unwilling to provide such funding to the Company on commercially reasonable terms, or at all. Furthermore, the perception that the Company may not be able to continue as a going concern may cause current and potential customers to review their business relationships and terms with the Company. Uncertainty regarding the Company's ability to continue as a going concern could also have a material and adverse impact on the price of the Company’s Class A Common Stock, which could negatively impact its ability to obtain equity-based financing or enter into strategic transactions. For more information, see Note 1, “Summary of Business and Significant Accounting Policies,” and Note 8, “Debt,” to the consolidated financial statements included herein.

Current report

None.

Previous report

In the first quarter of 2024, the Company effectuated an internal reorganization intended to, among other matters, streamline operations, increase efficiency, and accelerate progress against its product roadmap and other strategic objectives. In light of the reorganization, the Board of Directors determined on May 8, 2024 that the Company’s “executive officers,” as defined in Rule 3b-7 under the Exchange Act, are: Tim Hwang (Chairman, Chief Executive Officer and Co-Founder); Gerald Yao (Chief Strategy Officer, Global Head of ESG and Co-Founder); Josh Resnik (President and Chief Operating Officer); Jon Slabaugh (Chief Financial Officer and SVP of Corporate Development); and Todd Aman (SVP, General Counsel and Secretary). Messrs. Vladimir Eidelman (Chief Technology Officer) and Richard Henderson (Chief Revenue Officer) were reclassified as non-executive officers, although their roles and responsibilities remain unchanged.

Previous report

On May 8, 2024, our board of directors approved a new form of indemnification agreement (“Indemnification Agreement”) which we expect to enter into with our directors and officers to supersede any indemnification agreements currently in effect. The Indemnification Agreement provides for indemnification and advancements of certain expenses and costs relating to claims, suits or proceedings arising from each of our director or executive officer’s service to the Company, or, at our request, service to other entities, as officers or directors to the maximum extent permitted by applicable law. The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the Indemnification Agreement, a copy of which is filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q and is hereby incorporated by reference.

Previous report

In addition, on May 8, 2024, our board of directors approved a modification to our non-employee director compensation program. Pursuant to the modification, in lieu of the annual cash retainer otherwise owed to a non-employee director on a quarterly basis, such non-employee director can elect to receive shares of our Class A common stock, par value $0.0001 per share. A non-employee director’s election to receive shares of Class A common stock will apply for all payments with respect to the annual cash retainer for a given year. The terms of our non-employee director compensation program are otherwise unchanged and are included in our Annual Proxy Statement filed on April 12, 2024.

Previous report

Insider Trading Arrangements

Previous report

Tim Hwang, the Company’s Chairman, Chief Executive Officer and Co-Founder, adopted a trading plan on March 20, 2024, and Gerald Yao, the Company’s Chief Strategy Officer, Global Head of ESG, and Co-Founder, adopted a trading plan on March 19, 2024 (each, a "Trading Plan"). Each Trading Plan is intended to satisfy the Rule 10b5-1 affirmative defense. Mr, Hwang's Trading Plan covers the disposition of up to 25,000 shares per month of the Company’s Class A common stock, and will terminate on May 30, 2025, unless earlier terminatedin accordance with its terms. Mr. Yao's Trading Plan covers the disposition of up to 2,750 shares per month of the Company's Class A common stock, and will terminate on May 30, 2025, unless earlier terminated in accordance with its terms.