FiscalNote Q2 2026: Going Concern Warning, $54.7M Goodwill Impairment, and New CEO Amid Debt Defaults
NOTEW has more than doubled off its 52-week low of $0.001 on light trading volume (0.1× avg).
Summary
FiscalNote's Q2 2026 filing includes a going concern warning, $54.7M in goodwill impairment, a breached debt covenant, and the appointment of a new CEO as the company fights for survival.
Key Events · Earnings and Guidance · NOTEW
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Going Concern Warning
Substantial doubt about the company's ability to continue as a going concern; management's plans do not alleviate the doubt. Cash and short-term investments of $20.6 million at June 30, 2026, against a $20 million mandatory debt prepayment due by March 31, 2027.
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Goodwill Impairment
Goodwill impairment of $54.7 million for H1 2026 ($35.6M in Q1, $19.1M in Q2), reducing goodwill from $123.0M to $68.3M, driven by sustained stock price decline and covenant failures.
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Debt Covenant Breach
Failed the 2025 Senior Term Loan minimum Adjusted EBITDA covenant for the twelve months ended June 30, 2026; lenders have not waived the default and could demand immediate repayment of the $70.3M outstanding.
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NYSE Delisting and Forbearance
Class A common stock delisted from NYSE on April 13, 2026, triggering defaults on subordinated convertible notes. Forbearance agreements extended to August 21, 2026; cross-default on senior loan looms if not extended.
Analysis · NOTEW · Trade & Services
FiscalNote's Q2 2026 10-Q reveals a company in severe distress. The auditor's going concern warning is explicit: substantial doubt exists about the company's ability to continue, and management's plans do not alleviate that doubt. The NYSE delisting in April triggered defaults on subordinated debt, and the company failed its senior loan EBITDA covenant—a breach that has not been waived. A $54.7 million goodwill impairment wiped out nearly half of the remaining goodwill, reflecting the collapse in market value. Amid this, a new CEO was appointed with a performance-based equity package, signaling a last-ditch turnaround effort. With only $20.6 million in cash and a $20 million mandatory debt prepayment due by March 2027, the runway is extremely tight.
At the time of this filing, NOTEW was trading at $0.02 on OTC in the Trade & Services sector, with a market capitalization of approximately $2.9M. The 52-week trading range was $0.00 to $0.56. This filing was assessed with negative market sentiment and an importance score of 9 out of 10.