FiscalNote Delisted from NYSE to OTC Market; Reports $65.2M Net Loss and Significant Dilution from Related Party Debt

summarizeSummary

FiscalNote Holdings, Inc. has been delisted from the NYSE to the OTC market, effective April 13, 2026, following a $65.2 million net loss in 2025 and significant share dilution from related party debt.

check_boxKey Events

• NYSE Delisting Finalized

  FiscalNote's Class A Common Stock and public warrants were delisted from the NYSE and now trade on the OTCID Basic Market, effective April 13, 2026. The company did not appeal the delisting determination.

• Significant 2025 Net Loss

  The company reported a $65.2 million net loss for fiscal year 2025, alongside a 21% revenue decline, reinforcing prior going concern warnings from its auditors.

• Dilution from Related Party Debt

  FiscalNote issued 566,096 shares of Class A common stock, representing approximately 2.78% of outstanding shares, to a related party (GPO FN Noteholder, LLC) to satisfy $3.0 million in interest accrued on a $25.4 million subordinated convertible promissory note. A director has an indirect material interest in this note.

• Executive Retention Awards Approved

  $1.1 million in cash retention awards were approved for the CEO ($500k), CFO ($300k), and CLAO ($300k) in October 2025, amidst the company's financial challenges.

auto_awesomeAnalysis

This definitive proxy statement reveals critical negative developments for FiscalNote Holdings, Inc. The most impactful news is the confirmed delisting of its Class A Common Stock and public warrants from the NYSE to the OTCID Basic Market, effective April 13, 2026. This move significantly reduces liquidity and investor access, signaling severe financial distress. The company's 2025 financial results reinforce this, with a substantial $65.2 million net loss and a 21% revenue decline, which aligns with previous going concern warnings. Furthermore, the issuance of 566,096 shares (approximately 2.78% dilution) to a related party to cover $3.0 million in interest on a convertible note highlights ongoing financing challenges and potential conflicts of interest, given a director's indirect involvement. The temporary suspension of non-employee director compensation also underscores the company's precarious financial position. Investors should be aware of the heightened risks associated with OTC trading and the company's continued struggle for profitability and liquidity.