FiscalNote Discloses Substantial Doubt About Going Concern Amidst Delisting, Debt Defaults, and Widening Losses
NOTEW has more than doubled off its 52-week low of $0.001 on light trading volume (0.1× avg).
Summary
FiscalNote faces severe financial distress, disclosing substantial doubt about its ability to continue as a going concern due to delisting-triggered debt defaults, a mandatory debt prepayment it cannot meet, and widening Q1 losses.
Key Events · Legal and Risk Events · NOTEW
-
Substantial Doubt About Going Concern
The company explicitly states there is substantial doubt about its ability to continue as a going concern and meet its obligations within one year, citing liquidity issues, debt covenants, and a mandatory $20 million principal prepayment by March 31, 2027, which it cannot satisfy.
-
Delisting Triggers Debt Defaults
The Class A common stock's delisting from the NYSE on April 13, 2026, caused events of default under its YA Convertible Notes and 2025 GPO Convertible Note. Forbearance agreements are in place until May 21, 2026, but a failure to extend them will lead to a cross-default on the 2025 Senior Term Loan.
-
Significant Q1 Net Loss and Goodwill Impairment
FiscalNote reported a net loss of $43.6 million for Q1 2026, significantly wider than the $4.25 million loss in Q1 2025. This includes a $35.6 million goodwill impairment charge, reflecting continued pressure on customer retention and organic revenue.
-
Declining Revenue and Recurring Revenue
Total revenues decreased by 27.2% to $20.025 million in Q1 2026 from $27.511 million in Q1 2025. Annual Recurring Revenue (ARR) declined to $75.7 million at March 31, 2026, from $84.1 million at December 31, 2025, and Net Revenue Retention (NRR) fell to 89% from 93%.
Analysis · NOTEW · Trade & Services
FiscalNote Holdings, Inc. has issued a critical 'going concern' warning, indicating substantial doubt about its ability to meet obligations and continue operations for the next year. This follows its recent delisting from the NYSE and subsequent trading on the OTCID Basic Market, which triggered events of default on its convertible notes. While forbearance agreements are in place until May 21, 2026, failure to extend them will lead to a cross-default on its Senior Term Loan, potentially requiring immediate repayment of outstanding amounts. The company also faces a mandatory $20 million principal prepayment by March 31, 2027, which it currently cannot satisfy. These severe liquidity and debt challenges are compounded by a significant Q1 2026 net loss of $43.6 million, a $35.6 million goodwill impairment, and declining revenue and recurring revenue metrics.
At the time of this filing, NOTEW was trading at $0.00 on OTC in the Trade & Services sector, with a market capitalization of approximately $4.5M. The 52-week trading range was $0.00 to $0.60. This filing was assessed with negative market sentiment and an importance score of 10 out of 10.