FiscalNote Holdings, Inc.
For the period ended Sep 30, 2026. Filed Nov 9, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 9, 2026
NOTE$0.11-2.7%Stored close · as of Jul 8, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-10.
0001193125-26-342638
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-09.
0001193125-26-453716
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 167 previous paragraphs and 173 current paragraphs.
113 unchanged; 47 reworded; 12 added; 5 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 8 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (12)
Current report
These conditions, considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern and meet the Company’s obligations as they become due within one year after the date the financial statements are issued.
Current report
In response to the foregoing conditions, management is focused on developing plans intended to alleviate the substantial doubt about the Company’s ability to continue as a going concern such as: renegotiating or amending existing debt obligations to extend maturities, early convert, or otherwise restructure repayment terms, and pursuing the sale of assets or business units to generate liquidity and reduce outstanding indebtedness. Management’s plans must also generate sufficient cash to, among other things, fund the Company’s operations and fulfill the remaining $15,049 principal prepayment required pursuant to Amendment No. 1 of the 2025 Senior Term Loan which is due no later than March 31, 2027, and the scheduled maturities in 2027 of the YA Convertible Notes; which at this time the Company has no ability to satisfy. In addition, we are focused on implementing various cost saving measures such as the possible termination of non-essential operations, a reduction in spending on certain operations, the deferral or termination of certain contractual obligations, and the possible deregistration of the Company's securities or other suspension of the Company’s reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). There is no assurance that any of these plans will be pursued or achieve the intended results and at this time management has concluded that its current plans do not alleviate substantial doubt, as there can be no assurance that any of these plans will be successfully implemented on acceptable terms, or at all. If pursuit of any strategic plan is unsuccessful, our Board may decide or be required by our creditors to seek relief under the US Bankruptcy Code. In the event of a bankruptcy, we do not expect there to be sufficient assets to fully satisfy all creditors, in which case the holders of Common Stock and warrants would lose all or substantially all of their investment.
Current report
On August 27, 2026, we completed the sale of FrontierView for $6.3 million, comprised of a cash payment to the company of $5.3 million and $1.0 million deposited in escrow. The Company may receive $1.5 million of additional cash purchase price if FrontierView achieves a specified annual recurring revenue target at December 31, 2026. The Company recorded a loss of $0.9 million from the sale of FrontierView during the three and nine months ended September 30, 2026.
Current report
FrontierView, TimeBase, Dragonfly and Oxford Analytica contributed the following:
Current report
Subscription revenue of approximately $0.9 million and $1.5 million for the three months ended September 30, 2026 and 2025 and approximately $3.8 million and $8.7 million for the nine months ended September 30, 2026 and 2025
Current report
Non-subscription revenue of approximately $0.1 million and $0.3 million for the three months ended September 30, 2026 and 2025 and $0.6 million and $1.7 million for the nine months ended September 30, 2026 and 2025
Current report
Subscription revenue of $18.1 million for the three months ended September 30, 2026 decreased $3.1 million, or 15%, from $21.2 million for the three months ended September 30, 2025. Subscription revenue of $55.9 million for the nine months ended September 30, 2026 decreased $11.9 million, or 18% from $67.8 million for the nine months ended September 30, 2025.
Current report
Editorial expense was $9.5 million for the nine months ended September 30, 2026 as compared to $11.5 million for the nine months ended September 30, 2025. The decrease of $2.0 million, or 17%, was primarily attributable to $1.9 million from business dispositions.
Current report
Interest expense was $3.7 million for the three months ended September 30, 2026 and 2025, respectively.
Current report
Reflects (a) severance costs totaling $1,812 incurred during the second quarter of 2026 related to the resignation of our prior CEO on June 26, 2026, and (b) one-time transition costs related to the appointment of our new CEO during the third quarter of 2026 totaling $164.
Current report
These conditions, considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern and meet the Company’s obligations as they become due within one year after the date the financial statements are issued. In response to the foregoing conditions, management is focused on developing plans intended to alleviate the substantial doubt about the Company’s ability to continue as a going concern such as: renegotiating or amending existing debt obligations to extend maturities, early convert, or otherwise restructure repayment terms, and pursuing the sale of assets or business units to generate liquidity and reduce outstanding indebtedness. Management’s plans must also generate sufficient cash to, among other things, fund the Company’s operations, while also maintaining compliance with its liquidity covenant, and fulfill the remaining $15,049 principal prepayment required pursuant to Amendment No. 1 of the 2025 Senior Term Loan which is due no later than March 31, 2027 and the scheduled maturities in 2027 of the YA Convertible Notes; which at this time the Company has no ability to satisfy. In addition, we are focused on implementing various cost saving measures such as the possible termination of certain non-essential operations, a reduction in spending on certain operations, the deferral or termination of certain contractual obligations, and the possible deregistration of the Company's securities or other suspension of the Company’s reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), all with the goal of reducing expenses and maximizing liquidity. There is no assurance that any of these plans will be pursued or achieve the intended results and at this time management has concluded that its current plans do not alleviate substantial doubt, as there can be no assurance that any of these plans will be successfully implemented on acceptable terms, or at all. If pursuit of any strategic plan is unsuccessful, our Board may decide or be required by our creditors to liquidate or obtain relief under the US Bankruptcy Code. In the event of a bankruptcy, we do not expect there to be sufficient assets to fully satisfy all creditors, in which case the holders of equity securities would lose all or substantially all of their investment.
Current report
The Company is currently in default under the 2025 GPO Convertible Note.
Removed paragraphs (5)
Previous report
These businesses contributed the following:
Previous report
Subscription revenue of approximately $0.3 million for the three months ended June 30, 2025 and approximately $4.0 million for the six months ended June 30, 2025
Previous report
Non-subscription revenue of approximately $0.7 million for the six months ended June 30, 2025
Previous report
Subscription revenue of $18.8 million for the three months ended June 30, 2026 decreased $2.6 million, or 12%, from $21.4 million for the three months ended June 30, 2025. Subscription revenue of $37.9 million for the six months ended June 30, 2026 decreased $8.8 million, or 19% from $46.6 million for the six months ended June 30, 2025.
Previous report
Editorial expense was $3.4 million for the three months ended June 30, 2026, as compared to $3.5 million for the three months ended June 30, 2025. The decrease of $0.1 million, or 3% was primarily attributable to the impact from business dispositions.
Reworded paragraphs (47)
Previous wording
On April 13, 2026, the Company’s Class A common stock was delisted from the New York Stock Exchange (the “NYSE”). The NYSE delisting caused events of default under the YA Convertible Notes and the 2025 GPO Convertible Note (together, the “Subordinated Notes”). On April 21, 2026, the Company entered into forbearance agreements with each of GPO FN Noteholder, LLC (“GPO”) and YA II PN, Ltd (together with GPO, the “Subordinated Creditors”), pursuant to which the Subordinated Creditors have agreed to waive defaults under the terms of subordinated convertible debt instruments issued to the Subordinated Creditors arising from the NYSE delisting, and to forbear from exercising any rights relating to such defaults, until August 21, 2026. If no action is taken, and the forbearance agreements with the Subordinated Creditors are not extended, on August 22, 2026 the Company will also be in default of its 2025 Senior Term Loan due to the cross-default provision within the 2025 Senior Term Loan. Additionally, the Company did not meet its 2025 Senior Term Loan minimum Adjusted EBITDA covenant requirement for the twelve months ended June 30, 2026, which has not been waived, and as of the date of this filing the 2025 Senior Term Loan lenders have not exercised their default rights, which could include the immediate repayment of the amount outstanding under the 2025 Senior Term Loan.
Current wording
On April 13, 2026, the Company’s Class A common stock was delisted from the New York Stock Exchange (the “NYSE”). The NYSE delisting caused events of default under the YA Convertible Notes and the 2025 GPO Convertible Note (together, the “Subordinated Notes”). On August 22, 2026, the forbearance agreements with each of GPO FN Noteholder, LLC (“GPO”) and YA II PN, Ltd (together with GPO, the “Subordinated Creditors”) expired and the Company is in default under the Subordinated Notes. The Company is also in default of its 2025 Senior Term Loan due to the cross-default provision within the 2025 Senior Term Loan. Additionally, as of September 30, 2026, the Company did not meet its 2025 Senior Term Loan minimum required cash balance, minimum annual recurring revenue requirement, or minimum Adjusted EBITDA covenant requirement, and none of such covenant breaches have been waived. As of the date of this filing, the 2025 Senior Term Loan lenders have reserved their rights to exercise their default rights, which could include the immediate repayment of the amount outstanding under the 2025 Senior Term Loan.
Previous wording
On March 31, 2025, we completed the sale of Dragonfly and Oxford Analytica for $40.3 million in cash. The Company recorded a gain of $15.4 million during the six months ended June 30, 2025.
Current wording
On March 31, 2025, we completed the sale of Dragonfly and Oxford Analytica for $40.3 million in cash. The Company recorded a gain of $15.3 million during the nine months ended September 30, 2025.
Previous wording
From time to time, management reviews the Company’s existing products and services based on their financial profile and other strategic factors. In connection with such reviews, management decided to cease actively selling and therefore sunset certain non-core products representing, in aggregate, subscription revenue of approximately $0.1 million during the three months ended June 30, 2026 and 2025, and approximately $0.1 and $0.2 million during the six months ended June 30, 2026 and 2025.
Current wording
From time to time, management reviews the Company’s existing products and services based on their financial profile and other strategic factors. In connection with such reviews, management decided to cease actively selling and therefore sunset certain non-core products representing, in aggregate, subscription revenue of approximately $0.1 million during the three months ended September 30, 2026 and 2025, and approximately $0.2 million during the nine months ended September 30, 2026 and 2025.
Previous wording
At December 31, 2025, the Company had approximately 407 employees and at June 30, 2026 we had approximately 343 employees. The net reduction in headcount is the result of our previously announced plan to streamline operations and drive cash generation in the core business through a combination of rapid AI deployment, insourcing third party spend, headcount reductions and other cost savings initiatives. As a result, the Company will experience a reduction in overall cash costs across all operating expenses. Management will continue evaluating for additional rationalization opportunities to further reduce the complexity of the business and reduce ongoing operating expenses.
Current wording
At December 31, 2025, the Company had approximately 407 employees and at September 30, 2026 we had approximately 296 employees. The net reduction in headcount is the result of our previously announced plan to streamline operations and drive cash generation in the core business through a combination of rapid AI deployment, insourcing third party spend, headcount reductions and other cost savings initiatives. As a result, the Company will experience a reduction in overall cash costs across all operating expenses. Management will continue evaluating additional opportunities to further reduce the complexity of the business and ongoing operating expenses, as described above under “—Significant Events”.
Previous wording
We are focused on several key growth levers, including cross-selling and upselling opportunities at existing clients, expanding our client base with a focus on enterprise and government customers, expansion into adjacent markets, such as the political prediction markets, and enhancing and productizing policy data agentic APIs. Several of these growth drivers require investment in and refinement of our go-to-market approach and, as a result, we may continue to incur additional costs upfront to obtain new customers and expand our relationships with existing customers, including additional sales and marketing expenses specific to subscription revenue.
Current wording
We are focused on several key growth levers, including cross-selling and upselling opportunities at existing clients, expanding our client base with a focus on enterprise and government customers, expansion into adjacent markets, such as the political prediction markets, and enhancing and productizing policy data agentic APIs. However, several of these growth drivers require investment in, and refinement of, our go-to-market approach and, as a result, we may not be able to make any or sufficient investments to make progress with regards to these key growth levers.
Previous wording
We plan to invest a portion of our available capital resources in building innovative products, attracting new customers and expanding our leadership role in the legal and regulatory information market to drive growth organically. We evaluate investment and commercial partnership opportunities in complementary businesses to supplement our existing offerings, enabling us to enter new markets and potentially create new sources of revenue. We may also continue to divest non-core business lines or products consistent with our strategic policy focus and streamlining initiatives.
Current wording
Our business growth may also require us to invest a portion of our available capital resources in building innovative products, attracting new customers and expanding our leadership role in the legal and regulatory information market to drive growth organically. We evaluate investment and commercial partnership opportunities in complementary businesses to supplement our existing offerings. However, several of these growth areas require investment in these areas of innovation and expansion and as a result, we may not be able to make any or sufficient investments to capitalize on these opportunities. We may also continue to divest non-core business lines or products consistent with our strategic policy focus and streamlining initiatives.
Previous wording
Our ARR at June 30, 2026 and December 31, 2025, was $74.9 million and $84.1 million, respectively.
Current wording
Our ARR at September 30, 2026 and December 31, 2025, was $67.7 million and $84.1 million, respectively. Our ARR at December 31, 2025, excluding FrontierView (which we sold on August 27, 2026), was $78.2 million.
Previous wording
Our NRR, which we use to measure our success in retaining and growing recurring revenue from our existing customers, compares our recognized recurring revenue from a set of customers across comparable periods. We calculate our NRR for a given period as ARR at the end of the period minus ARR contracted from new clients for which there is no historical revenue booked during the period, divided by the beginning ARR for the period. We calculate NRR at our parent account level. Our calculation of NRR for any fiscal period includes the positive recurring revenue impacts of selling additional licenses and services to existing customers and the negative recognized recurring revenue impacts of contraction and attrition among this set of customers. Our NRR may fluctuate as a result of a number of factors, including the level of our revenue base, the level of penetration within our customer base, expansion of products and features, the timing of renewals, and our ability to retain our customers. Our calculation of NRR may differ from similarly titled metrics presented by other companies. NRR was 98% and 96% (excluding the impact of Oxford Analytica and Dragonfly) for the three months ended June 30, 2026 and 2025, respectively.
Current wording
Our NRR, which we use to measure our success in retaining and growing recurring revenue from our existing customers, compares our recognized recurring revenue from a set of customers across comparable periods. We calculate our NRR for a given period as ARR at the end of the period minus ARR contracted from new clients for which there is no historical revenue booked during the period, divided by the beginning ARR for the period. We calculate NRR at our parent account level. Our calculation of NRR for any fiscal period includes the positive recurring revenue impacts of selling additional licenses and services to existing customers and the negative recognized recurring revenue impacts of contraction and attrition among this set of customers. Our NRR may fluctuate as a result of a number of factors, including the level of our revenue base, the level of penetration within our customer base, expansion of products and features, the timing of renewals, and our ability to retain our customers. Our calculation of NRR may differ from similarly titled metrics presented by other companies. NRR was 97% and 98% (excluding the impact of Oxford Analytica, Dragonfly, TimeBase, and FrontierView) for the three months ended September 30, 2026 and 2025, respectively.
Previous wording
We derive our revenues from subscription revenue arrangements and advisory, advertising and other revenues. Subscription revenues accounted for approximately 96% and 92% of our total revenues for the six months ended June 30, 2026 and 2025, respectively.
Current wording
We derive our revenues from subscription revenue arrangements and advisory, advertising and other revenues. Subscription revenues accounted for approximately 96% and 93% of our total revenues for the nine months ended September 30, 2026 and 2025, respectively.
Previous wording
Comparison of the Consolidated Results for the Three and Six Months Ended June 30, 2026 and June 30, 2025
Current wording
Comparison of the Consolidated Results for the Three and Nine Months Ended September 30, 2026 and 2025
Previous wording
The comparability of our revenues between periods was primarily impacted by sales of the businesses of Dragonfly, Oxford Analytica on March 31, 2025 and TimeBase on July 1, 2025 described under “Factors Impacting the Comparability of Our Results of Operations” above. The decrease in organic subscription revenue is primarily the result of customer retention challenges combined with the impact of Federal government cuts. The table below presents the primary items that impacted the comparability of our subscription revenues between periods.
Current wording
The comparability of our revenues between periods was primarily impacted by sales of the businesses of Dragonfly, Oxford Analytica on March 31, 2025, TimeBase on July 1, 2025, and FrontierView on August 27, 2026, described under “Factors Impacting the Comparability of Our Results of Operations” above. The decrease in organic subscription revenue is primarily the result of customer retention challenges combined with the impact of Federal government cuts. The table below presents the primary items that impacted the comparability of our subscription revenues between periods.
Previous wording
Non-subscription revenue was $0.8 million for the three months ended June 30, 2026, as compared to $1.9 million for the three months ended June 30, 2025. The decrease of $1.1 million, or 59%, was primarily attributable to the lower advertising and events revenue, as well as customer retention challenges.
Current wording
Non-subscription revenue was $0.6 million for the three months ended September 30, 2026, as compared to $1.2 million for the three months ended September 30, 2025. The decrease of $0.6 million, or 51%, was primarily attributable to lower advertising and events revenue.
Previous wording
Non-subscription revenue of $1.8 million for the six months ended June 30, 2026 decreased $2.4 million, or 58% from $4.2 million for the six months ended June 30, 2025. $0.7 million of the decrease was from the impact of the business dispositions in 2025, with the remaining decrease primarily attributable to the lower advertising and events revenue, as well as customer retention challenges.
Current wording
Non-subscription revenue of $2.4 million for the nine months ended September 30, 2026 decreased $3.1 million, or 56% from $5.4 million for the nine months ended September 30, 2025. $1.1 million of the decrease was from the impact of the business dispositions in 2026, with the remaining decrease primarily attributable to the lower advertising and events revenue, as well as customer retention challenges.
Previous wording
Cost of revenues, including amortization was $4.0 million for the three months ended June 30, 2026, as compared to $4.9 million for the three months ended June 30, 2025. The decrease of $1.0 million, or 20%, was primarily attributable to cost reduction measures.
Current wording
Cost of revenues, including amortization was $3.4 million for the three months ended September 30, 2026, as compared to $4.8 million for the three months ended September 30, 2025. The decrease of $1.3 million, or 28%, was primarily attributable to cost reduction measures.
Previous wording
Cost of revenues, including amortization was $8.1 million for the six months ended June 30, 2026, as compared to $11.9 million for the six months ended June 30, 2025. The decrease of $3.8 million, or 32%, was primarily attributable to a $2 million reduction in capitalized software amortization as previously capitalized software development costs were fully amortized in the first quarter of 2025, $1.2 million to cost reduction measures, and $0.6 million resulting from the impact of business dispositions.
Current wording
Cost of revenues, including amortization was $11.6 million for the nine months ended September 30, 2026, as compared to $16.7 million for the nine months ended September 30, 2025. The decrease of $5.1 million, or 31%, was primarily attributable to a $2.2 million reduction in capitalized software amortization as previously capitalized software development costs were fully amortized in the first quarter of 2025, $2.3 million to cost reduction measures, and $0.7 million resulting from the impact of business dispositions.
Previous wording
Research and development expense was $1.6 million for the three months ended June 30, 2026 as compared to $2.3 million for the three months ended June 30, 2025. The decrease of $0.7 million, or 30%, was primarily attributable to the result of workforce planning actions.
Current wording
Research and development expense was $1.7 million for the three months ended September 30, 2026 as compared to $2.1 million for the three months ended September 30, 2025. The decrease of $0.4 million, or 18%, was primarily attributable to the result of workforce planning actions.
Previous wording
Research and development expense was $3.6 million for the six months ended June 30, 2026 as compared to $5.4 million for the six months ended June 30, 2025. The decrease of $1.7 million, or 33%, was primarily attributable to the result of workforce planning actions.
Current wording
Research and development expense was $5.3 million for the nine months ended September 30, 2026 as compared to $7.5 million for the nine months ended September 30, 2025. The decrease of $2.1 million, or 29%, was primarily attributable to the result of workforce planning actions, with $0.4 million resulting from the impact of business dispositions.
Previous wording
Sales and marketing expense was $4.5 million for the three months ended June 30, 2026 as compared to $6.7 million for the three months ended June 30, 2025. The decrease of $2.2 million, or 33%, was primarily attributable to the result of workforce planning actions.
Current wording
Sales and marketing expense was $3.9 million for the three months ended September 30, 2026 as compared to $6.3 million for the three months ended September 30, 2025. The decrease of $2.5 million, or 38%, was primarily attributable to the result of workforce planning actions, with $0.2 million resulting from the impact of business dispositions.
Previous wording
Sales and marketing expense was $10.2 million for the six months ended June 30, 2026 as compared to $14.5 million for the six months ended June 30, 2025. The decrease of $4.2 million, or 29%, was primarily attributable to a result of workforce planning actions, with $0.8 million attributable to the impact from the business dispositions.
Current wording
Sales and marketing expense was $14.1 million for the nine months ended September 30, 2026 as compared to $20.7 million for the nine months ended September 30, 2025. The decrease of $6.6 million, or 32%, was primarily attributable to a result of workforce planning actions, with $1.1 million resulting from the impact from the business dispositions.
Previous wording
Editorial expense was $7.0 million for the six months ended June 30, 2026 as compared to $8.3 million for the six months ended June 30, 2025. The decrease of $1.3 million, or 15%, was primarily attributable to the impact from business dispositions.
Current wording
Editorial expense was $2.5 million for the three months ended September 30, 2026, as compared to $3.2 million for the three months ended September 30, 2025. The decrease of $0.7 million, or 22% was primarily attributable to $0.3 million from business dispositions.
Previous wording
General and administrative expense was $9.2 million for the three months ended June 30, 2026 as compared to $11.4 million for the three months ended June 30, 2025. The decrease of $2.1 million, or 19%, was due to a reduction in stock based compensation of approximately $2.5 million as legacy awards were fully recognized in the first quarter of 2026, a reduction in transaction costs related to the sale of businesses in 2025 of approximately $0.9 million, partially offset by an increase of severance of $1.8 million from the resignation of our prior CEO on June 26, 2026. The remaining decrease is from our overall cost reduction efforts.
Current wording
General and administrative expense was $6.3 million for the three months ended September 30, 2026 as compared to $13.9 million for the three months ended September 30, 2025. The decrease of $7.6 million, or 55%, was due to a reduction in stock-based compensation of approximately $2.7 million as legacy awards were fully recognized in the first quarter of 2026, a reduction in transaction costs related to the sale of businesses in 2025 of approximately $4.0 million, partially offset by an increase of $0.2 million related to CEO transition costs. The remaining decrease is from our overall cost reduction efforts.
Previous wording
General and administrative expense was $18.7 million for the six months June 30, 2026 as compared to $27.7 million for the six months ended June 30, 2025. The decrease of $8.9 million, or 32%, was due to a reduction in stock based compensation of approximately $2.9 million as legacy awards were fully recognized in the first quarter of 2026, a reduction in transaction costs related to the sale of businesses in 2025 of approximately $5.6 million, partially offset by an increase of severance of $1.8 million from the resignation of our prior CEO on June 26, 2026. The remaining decrease is from our overall cost reduction efforts.
Current wording
General and administrative expense was $25.0 million for the nine months ended September 30, 2026 as compared to $41.6 million for the nine months ended September 30, 2025. The decrease of $16.6 million, or 40%, was due to a reduction in stock based compensation of approximately $5.6 million as legacy awards were fully recognized in the first quarter of 2026, a reduction in transaction costs related to the sale of businesses in 2025 of approximately $9.0 million, partially offset by an increase of severance of $1.8 million from the resignation of our prior CEO on June 26, 2026. The remaining decrease is from our overall cost reduction efforts.
Previous wording
Amortization of intangibles was $3.8 million for the six months ended June 30, 2026 as compared to $4.3 million for the six months ended June 30, 2025. The decrease of $0.5 million, or 11% was primarily attributable to the impact of business dispositions.
Current wording
Amortization of intangibles was $5.6 million for the nine months ended September 30, 2026 as compared to $6.2 million for the nine months ended September 30, 2025. The decrease of $0.5 million, or 8% was primarily attributable to the impact of business dispositions.
Previous wording
Interest expense was $7.3 million for the six months ended June 30, 2026 as compared to $9.5 million for the six months ended June 30, 2025. The decrease in interest expense of $2.2 million, or 23%, was primarily due to the overall reduction of our indebtedness, as a result of our debt repayments from the proceeds from our sale of Oxford Analytica, Dragonfly and TimeBase, as well as our debt refinance on August 12, 2025.
Current wording
Interest expense was $11.0 million for the nine months ended September 30, 2026 as compared to $13.2 million for the nine months ended September 30, 2025. The decrease in interest expense of $2.2 million, or 17%, was primarily due to the overall reduction of our indebtedness, as a result of our debt repayments from the proceeds from our sale of Oxford Analytica, Dragonfly and TimeBase, as well as our debt refinance on August 12, 2025.
Previous wording
Change in fair value of financial instruments was a $2.0 million gain for the six months ended June 30, 2026 as compared to a $0.9 million loss for the six months ended June 30, 2025. The change is the result of an increase in the fair value of the warrant liabilities of $0.6 million, offset by changes in the Dragonfly Seller Convertible Notes, Convertible Debentures, Prior GPO Convertible Note, the 2025 GPO Convertible Note, and the Third Era Convertible Note.
Current wording
Change in fair value of financial instruments was a $0.2 million gain for the three months ended September 30, 2026 as compared to a $7.0 million loss for the three months ended September 30, 2025. The change is the result of decreases in the Dragonfly Seller Convertible Notes, Convertible Debentures, Prior GPO Convertible Note, the 2025 GPO Convertible Note, and the Third Era Convertible Note.
Previous wording
Change in fair value of financial instruments was a $0.1 million gain for the three months ended June 30, 2026 as compared to a $1.6 million loss for the three months ended June 30, 2025. The change is the result of an increase in the fair value of the warrant liabilities of $0.6 million, offset by changes in the Dragonfly Seller Convertible Notes, Convertible Debentures, Prior GPO Convertible Note, the 2025 GPO Convertible Note, and the Third Era Convertible Note.
Current wording
Change in fair value of financial instruments was a $2.1 million gain for the nine months ended September 30, 2026 as compared to a $7.9 million loss for the nine months ended September 30, 2025. The change is the result of an decrease in the fair value of the warrant liabilities of $1.1 million, offset by changes in the Dragonfly Seller Convertible Notes, Convertible Debentures, Prior GPO Convertible Note, the 2025 GPO Convertible Note, and the Third Era Convertible Note.
Previous wording
Reflects the gain on disposal of Dragonfly and Oxford Analytica on March 31, 2025.
Current wording
Reflects the loss on disposal of FrontierView on August 27, 2026, gain on disposal of TimeBase on July 1, 2025, and gain on disposal of Dragonfly and Oxford Analytica on March 31, 2025.
Previous wording
Reflects the non-cash impact of the following: (i) gain of $177 in the first quarter of 2026 and a charge of $21 in the second quarter of 2026 related to foreign currency exchange principally arising from converting a GBP denominated convertible note into USD, (ii) goodwill impairment charge of $35,600 in the first quarter of 2026 and $19,100 in the second quarter of 2026, (iii) charge of $40 in the first quarter of 2025 and $30 in the second quarter of 2025 related to the unrealized loss on investments; (iv) charge of $315 for fees satisfied with Common Stock of the Company during the first quarter of 2025; (v) charge of $1,784 from the loss on debt extinguishment during the first quarter of 2025; and (vi) charge of $632 in the second quarter of 2025 related to foreign currency translation losses, principally arising from converting a GBP denominated convertible note into USD.
Current wording
Reflects the non-cash impact of the following: (i) gain of $177 in the first quarter of 2026, a charge of $21 in the second quarter of 2026, and a charge of $106 in the third quarter of 2026, related to foreign currency exchange principally arising from converting a GBP denominated convertible note into USD; (ii) goodwill impairment charge of $35,600 in the first quarter of 2026 and $19,100 in the second quarter of 2026, (iii) charge of $40 in the first quarter of 2025, charge of $30 in the second quarter of 2025, and a charge of $9 in the third quarter of 2025 related to the unrealized loss on investments; (iv) charge of $315 for fees satisfied with Common Stock of the Company during the first quarter of 2025; and (v) charge of $632 in the second quarter of 2025 and a gain of $167 in the third quarter related to foreign currency translation losses, principally arising from converting a GBP denominated convertible note into USD.
Previous wording
Reflects the costs incurred related to the sale of Oxford Analytica and Dragonfly, in the first quarter of 2025, principally consisting of transaction advisory, accounting, tax, and legal fees.
Current wording
Reflects the costs incurred related to the sale of Oxford Analytica and Dragonfly in the first quarter of 2025, the sale of TimeBase in the third quarter of 2025, and sale of FrontierView in the third quarter of 2026, principally consisting of transaction advisory, accounting, tax, and legal fees.
Previous wording
Reflects non-operating income from the Transition Services Agreement that was entered into with the acquirer of Dragonfly and Oxford Analytica on March 31, 2025.
Current wording
Reflects non-operating income from the Transition Services Agreement that was entered into with the acquirer of Dragonfly and Oxford Analytica on March 31, 2025 and FrontierView on August 27, 2026.
Previous wording
Historically the Company has partially funded its operations through raising equity and debt. At June 30, 2026, the Company’s cash, cash equivalents, restricted cash, and short-term investments were $20.6 million compared to $26.9 million at December 31, 2025.
Current wording
Historically the Company has partially funded its operations through raising equity and debt. At September 30, 2026, the Company’s cash, cash equivalents, restricted cash, and short-term investments were $10.8 million compared to $26.9 million at December 31, 2025.
Previous wording
The Company had a negative working capital balance of $135.0 million (excluding cash and short-term investments) at June 30, 2026 and had an accumulated deficit of $943.6 million and $872.1 million as of June 30, 2026 and December 31, 2025, respectively, and incurred net losses (excluding the gain on sale of businesses) of $71.4 million for the six months ended June 30, 2026 and $32.9 million for the six months ended June 30, 2025, respectively. Management expects that significant on-going operating and capital expenditures will be necessary to continue to implement the Company’s business plan of entering new markets and investing in infrastructure and product development.
Current wording
The Company had a negative working capital balance of $120.0 million (excluding cash and short-term investments) at September 30, 2026 and had an accumulated deficit of $949.5 million and $872.1 million as of September 30, 2026 and December 31, 2025, respectively, and incurred net losses (excluding the gain on sale of businesses) of $76.4 million for the nine months ended September 30, 2026 and $59.0 million for the nine months ended September 30, 2025, respectively.
Previous wording
On April 13, 2026, the Company’s Class A common stock was delisted from the New York Stock Exchange (the “NYSE”). The NYSE delisting caused events of default under the YA Convertible Notes and the 2025 GPO Convertible Note (together, the “Subordinated Notes”). On April 21, 2026, the Company entered into forbearance agreements with each of GPO FN Noteholder, LLC (“GPO”) and YA II PN, Ltd (together with GPO, the “Subordinated Creditors”), which were extended on each of May 18, 2026, June 24, 2026 and July 22, 2026, pursuant to which the Subordinated Creditors have agreed to waive defaults under the terms of subordinated convertible debt instruments issued to the Subordinated Creditors arising from the NYSE delisting, and to forbear from exercising any rights relating to such defaults, until August 21, 2026. If no action is taken, and the forbearance agreements with the Subordinated Creditors are not extended, on August 22, 2026 the Company will also be in default of its 2025 Senior Term Loan due to the cross-default provision within the 2025 Senior Term Loan. Additionally, the Company did not meet its 2025 Senior Term Loan minimum Adjusted EBITDA covenant requirement for the twelve months ended June 30, 2026, which has not been waived, and as of the date of this filing the 2025 Senior Term Loan lenders have not exercised their default rights, which could include the immediate repayment of the amount outstanding under the 2025 Senior Term Loan.
Current wording
On April 13, 2026, the Company’s Class A common stock was delisted from the NYSE. The NYSE delisting caused events of default under the Subordinated Notes. On August 22, 2026, the forbearance agreements with each of the Subordinated Creditors expired and the Company is in default under the Subordinated Notes. The Company is in default of its 2025 Senior Term Loan due to the cross-default provision within the 2025 Senior Term Loan. Additionally, at September 30, 2026 the Company did not meet its 2025 Senior Term Loan minimum cash balance requirement, minimum annualized recurring revenue requirement, and minimum Adjusted EBITDA requirement, and such covenant breaches have not been waived, and as a result the Company is in default under the 2025 Senior Term Loan. As of the date of this filing the 2025 Senior Term Loan lenders have reserved their rights to exercise their default rights, which could include the immediate repayment of the amount outstanding under the 2025 Senior Term Loan.
Previous wording
Our ability to maintain our minimum cash requirement, fund our future cash interest requirements under our 2025 Senior Term Loan and fund our operating expenses and capital expenditure requirements will depend in part on general economic, financial, competitive, legislative, regulatory and other conditions that may be beyond our control. The Company has implemented various cost saving measures throughout 2025 and 2026 that we believe provide us the flexibility to fund future operations and provide a path toward generating positive cash flows from operations. In addition, we will consider opportunities for divestitures of non-core businesses which could help fund our future cash requirements.
Current wording
Our ability to regain compliance with our minimum cash requirement, minimum ARR, and minimum adjusted EBITDA, fund our future cash interest requirements under our 2025 Senior Term Loan, and fund our operating expenses and capital expenditure requirements will depend in part on general economic, financial, competitive, legislative, regulatory and other conditions that may be beyond our control.
Previous wording
As a result of the 2025 Senior Term Loan Amendment, the 2025 Senior Term Loan is repayable in consecutive quarterly installments on the last business day of each March, June, September and December of each fiscal year commencing September 30, 2025, in an amount equal to (i) $0.5 million with respect to each payment that was due on September 30, 2025 and December 31, 2025, (ii) $1.9 million with respect to each payment that will be due on March 31, 2026, June 30, 2026, September 30, 2026, December 31, 2026, and March 31, 2027, and (iii) $0.9 million with respect to each payment due thereafter, with the remaining principal amount due at the maturity of the 2025 Senior Term Loan, or such earlier time as it may become payable. The Company is subject to a quarterly administration fee of $.04 million. The Company was also required to pay a quarterly fee commencing on September 30, 2025, in an amount equal to $0.1 million which was paid on September 30, 2025, December 31, 2025, and March 31, 2026.
Current wording
As a result of the 2025 Senior Term Loan Amendment, the 2025 Senior Term Loan is repayable in consecutive quarterly installments on the last business day of each March, June, September and December of each fiscal year commencing September 30, 2025, in an amount equal to (i) $0.5 million with respect to each payment that was due on September 30, 2025 and December 31, 2025, (ii) $1.9 million with respect to each payment that was due on March 31, 2026, June 30, 2026, and September 30, 2026, (iii) $1.9 million with respect to each payment that will be due on December 31, 2026, and March 31, 2027, and (iii) $0.9 million with respect to each payment due thereafter, with the remaining principal amount due at the maturity of the 2025 Senior Term Loan, or such earlier time as it may become payable.
Previous wording
The Company has elected to pay cash interest based on SOFR (plus an applicable margin), which was 13.14% at June 30, 2026. For the three and six months ended June 30, 2026, the Company recognized $2.4 million of cash interest on the 2025 Senior Term Loan. Going forward, the Company expects to incur approximately $2.4 million of quarterly cash interest based on current SOFR rates and expected outstanding principal balances.
Current wording
The Company has elected to pay cash interest based on SOFR (plus an applicable margin), which was 13.24% at September 30, 2026. For the three and nine months ended September 30, 2026, the Company recognized $2.3 million and $6.9 million of cash interest on the 2025 Senior Term Loan. Going forward, the Company expects to incur approximately $2.1 million of quarterly cash interest based on current SOFR rates and expected outstanding principal balances.
Previous wording
The 2025 Senior Term Loan is senior to all other debt and has a first priority lien on substantially all of the Company’s assets. The 2025 Senior Term Loan contains customary negative covenants related to borrowing, events of default and covenants, including certain non-financial covenants and covenants limiting the Company’s ability to dispose of assets, undergo a change in control, merge with or acquire stock, and make investments, in each case subject to certain exceptions. In addition to the negative covenants, there are four financial covenants which we are required to meet: a minimum cash balance requirement, minimum annual recurring revenue requirement, an adjusted EBITDA requirement (as defined in the 2025 Senior Term Loan) and a capital expenditure limitation.
Current wording
The 2025 Senior Term Loan is senior to all other debt and has a first priority lien on substantially all of the Company’s assets. The 2025 Senior Term Loan contains customary negative covenants related to borrowing, events of default and covenants, including certain non-financial covenants and covenants limiting the Company’s ability to dispose of assets, undergo a change in control, merge with or acquire stock, and make investments, in each case subject to certain exceptions. In addition to the negative covenants, there are four financial covenants which we are required to meet: a minimum cash balance requirement, minimum ARR requirement, an adjusted EBITDA requirement (as defined in the 2025 Senior Term Loan) and a capital expenditure limitation. At September 30, 2026 the Company was not in compliance with its minimum cash balance requirement, minimum ARR requirement, and minimum adjusted EBITDA. Because such covenant breaches have not been waived, the Company is in default under the 2025 Senior Term Loan. As of the date of this filing the 2025 Senior Term Loan lenders have reserved their rights to exercise their default rights, which could include the immediate repayment of the amount outstanding under the 2025 Senior Term Loan.
Previous wording
On March 23, 2026, the Company entered into an amendment to its 2025 Senior Term Loan whereby the lenders, (a) waived the Company's default of its minimum ARR requirement, (b) amended the Company's financial covenants through March 31, 2027, and (c) increased the Company's interest rate to the reference rate plus 8.50% or SOFR plus 9.50%.
Current wording
On March 23, 2026, the Company entered into an amendment to its 2025 Senior Term Loan whereby the lenders, (a) waived the Company's default of its minimum ARR requirement, (b) amended the Company's financial covenants through March 31, 2027, (c) increased the Company's interest rate to the reference rate plus 8.50% or SOFR plus 9.50%, and (d) a mandatory prepayment of $20,000 (reduced to $15,049 as a result of the prepayment of $4,951 on August 27, 2026 with the proceeds from the sale of FrontierView) no later than March 31, 2027, together with any applicable premium and related fees.
Previous wording
On August 12, 2025, the initial tranche of Convertible Debentures comprising $21.0 million in stated principal amount were issued to YA, in accordance with the Purchase Agreement, with the Company receiving net proceeds of $18.9 million (the "First YA Debenture"). On September 11, 2025, the second, and final tranche of Convertible Debentures comprising $12.3 million in stated principal amount were issued to YA, in accordance with the Purchase Agreement with the Company receiving net proceeds of $11.0 million (the "Second YA Debenture").
Current wording
On September 11, 2025, the second, and final tranche of Convertible Debentures comprising $12.3 million in stated principal amount were issued to YA, in accordance with the Purchase Agreement with the Company receiving net proceeds of $11.0 million (the "Second YA Debenture").
Previous wording
At any time prior to the maturity dates, and subject to certain ownership and conversion limitations, YA is entitled to convert any portion of the principal amount of the Debentures and accrued interest thereon into shares of the Company’s Class A Common Stock (the “Debenture Conversion Shares”) at a conversion price equal to 94% of the lowest daily volume weighted average trading price (“VWAP”) during the five trading days prior to the conversion date, subject to a floor price of $0.8884 (the “Floor Price”). Because the delisting from NYSE and subsequent trading of our Class A common stock caused our daily VWAP to be less than the Floor Price, the Company was required to make certain amortizing payments to the YA (if and to the extent permitted under the subordination agreements) or reduce the Floor Price to no more than 75% of the closing price on the relevant date pursuant to the Convertible Debentures. However, pursuant to the forbearance agreement, YA has agreed not to cause an event of default based on this obligation until August 22, 2026.
Current wording
At any time prior to the maturity dates, and subject to certain ownership and conversion limitations, YA is entitled to convert any portion of the principal amount of the Debentures and accrued interest thereon into shares of the Company’s Class A Common Stock (the “Debenture Conversion Shares”) at a conversion price equal to 94% of the lowest daily volume weighted average trading price (“VWAP”) during the five trading days prior to the conversion date, subject to a floor price of $0.8884 (the “Floor Price”). Because the delisting from NYSE and subsequent trading of our Class A common stock caused our daily VWAP to be less than the Floor Price, the Company was required to make certain amortizing payments to the YA (if and to the extent permitted under the subordination agreements) unless the Floor Price was waived by the Company in connection with any conversions. The Company has waived the Floor Price in respect of all of YA’s conversions since the VWAP first dropped below the Floor Price. The Company is currently in default under the Convertible Debentures.
Showing the first 40 of 47 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
On August 12, 2025, the initial tranche of Convertible Debentures comprising $21.0 million in stated principal amount were issued to YA, in accordance with the Purchase Agreement, with the Company receiving net proceeds of $18.9 million (the "First YA Debenture").
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Interest expense was $3.9 million for the three months ended June 30, 2026 as compared to $4.3 million for the three months ended June 30, 2025. The decrease in interest expense of $0.4 million, or 10%, was primarily due to the overall reduction of our indebtedness, as a result of our debt repayments from the proceeds from our sale of TimeBase, as well as our debt refinance on August 12, 2025.
Previous report — wording carried elsewhere
Reflects severance costs incurred related to the resignation of our prior CEO on June 26, 2026.