FiscalNote Holdings, Inc.

Current report

There is substantial doubt concerning the Company’s ability to continue as a going concern. As a result, we may not be able to fund operations unless we are able to succeed in pursuing a strategic alternative.

Current report

The conditions described in Note 1, Liquidity and Going Concern to the condensed consolidated financial statements included elsewhere in this Form 10-Q 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 described conditions, management is focused on developing plans intended to alleviate the substantial doubt about the Company’s ability to continue as a going concern, including a potential strategic transaction such as a merger or sale of substantially all of our assets, and there can be no assurances that we will be successful in these efforts. If we are unable to successfully execute on these plans, our business, prospects, financial condition, and results of operations would be materially and adversely affected, and we may be unable to continue as a going concern. If pursuit of these plans 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. The condensed consolidated financial statements included elsewhere in this Form 10-Q have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Current report

The Company’s Class A Common Stock and public warrants trade on the OTCID Basic Market, and the Company may consider deregistering its securities or otherwise suspending its reporting obligations under the Exchange Act.

Current report

We are considering various strategies to reduce expenses and provide greater flexibility to management to focus more of its time and the Company's resources on strengthening our core business, exploring strategic transactions, and pursuing our long-term objectives. Given the cost and resource demands of being a public company, such strategies include certain actions that may result in the Company discontinuing making periodic filings with the SEC, including by deregistering our securities under the Exchange Act or otherwise ceasing to file reports with the SEC. The Company’s Class A Common Stock and public warrants currently trade on the OTCID Basic Market, but may not be permitted to continue trading on that market if our reporting obligations terminate or are suspended or if our Class A common stock fails to trade at prices above $0.01 per share. While no decision has been made, should we ultimately pursue such a course, there could be a substantial decrease in disclosure by us of our operations and prospects, as a result of which, investors may find it more difficult to dispose of or obtain accurate quotations as to the market value of our common stock, and the ability of our stockholders to sell our securities in the secondary market may be materially limited.

Current report

Conversions of a substantial portion of the principal and accrued interest into shares of the Company’s Class A Common Stock under the Subordinated Notes have resulted in significant dilution to our existing stockholders, and future conversions could result in additional substantial dilution.

Current report

During the nine months ended September 30, 2026, YA converted $3,642 of principal and $750 of accrued interest under the Convertible Debentures in exchange for 16,295,519 shares of the Company’s Class A Common Stock, including $483 of principal and $79 of accrued interest converted in exchange for 9,361,712 shares of the Company’s Class A Common Stock during the three months ended September 30, 2026. Subsequent to September 30, 2026, YA has converted $0.2 million of principal and $0.02 of accrued interest converted in exchange for 20,637,890 shares of the Company’s Class A Common Stock. We have also issued shares in satisfaction of interest under the 2025 GPO Convertible Note, including 7,407,213 shares in October and November 2026 in satisfaction of the third-quarter interest payment of $0.4 million.

Current report

These conversions have resulted in significant dilution to existing stockholders, and may depress the market price of our Class A Common Stock. If additional principal or interest is converted, particularly at further reduced conversion prices, stockholders will experience additional material dilution. The shares of Class A Common Stock issuable upon conversion of remaining unconverted principal may exert continued downward pressure on our stock price, which could make any future conversions even more dilutive.

Current report

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.

Current report

At September 30, 2026, the Company was not in compliance with the minimum cash balance requirement, the minimum ARR requirement, and the minimum adjusted EBITDA requirement under the 2025 Senior Term Loan for the twelve month period ending September 30, 2026. None of such covenant breaches have been waived. As a result of the NYSE delisting and related events of 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. 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 report

None.