FiscalNote Files Preliminary Information Statement to Authorize Process for Potential Reverse Stock Split at Board's Discretion
FiscalNote Holdings, Inc. (NYSE: NOTE) ('FiscalNote' or the 'Company'), the leading provider of AI-driven policy and regulatory intelligence solutions, today announced that it has filed a preliminary information statement with the Securities and Exchange Commission (the 'SEC'), providing notice that holders of over 67% of the voting power of its outstanding common stock have acted by written consent to authorize FiscalNote's Board of Directors (the 'Board') to effect a reverse stock split at a ratio ranging from 1:2 to 1:15, in the Board's discretion. The reverse stock split has been authorized in order to bring the company into compliance with the New York Stock Exchange ('NYSE') continued listing standard requiring listed companies to maintain an average closing share price of at least $1.00 over a consecutive 30 trading-day period. The timing of the filing is driven by the October 10, 2025 deadline to regain compliance (the end of the 6-month cure period afforded by the NYSE) and takes into account the necessary steps to effect the split and regain compliance by that date. The Company plans to regain compliance and avoid delisting through either organic recovery of the stock price or, if necessary, a reverse split. In the event a reverse split becomes necessary, the final ratio will be determined by the Board when the Company files an amendment to its certificate of incorporation to implement the split. The split, if implemented, would not affect any shareholder's percentage ownership interests or proportionate voting power.
The Company and its advisors have reviewed select market precedents, and the Company believes that a reverse split may allow the Company's common stock to be more attractive to a broader range of investors. Although numerous factors can influence post-split stock price performance (including macroeconomic and industry conditions, operating fundamentals, leverage ratio, and more), analysis of available market data suggests that effectuating a reverse split can have the following benefits:
Shareholders may obtain a free copy of the preliminary proxy statement and other documents that the Company files with the SEC at the SEC's website at www.sec.gov or on the Company's Investor Relations website at https://investors.fiscalnote.com. The Company will file with the SEC and distribute to its shareholders a definitive information statement, following SEC review.
Completion of the proposed reverse stock split is subject to market and other customary conditions. There are no assurances that the reverse stock split will be completed, that it will result in an increased per share price or that it will achieve its other intended effects. The Board reserves the right to elect not to proceed with the split if it determines that implementing it is no longer in the best interests of the Company and its shareholders.
Safe Harbor Statement
Certain statements in this press release may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or FiscalNote's future financial or operating performance. For example, statements regarding FiscalNote's financial outlook for future periods, expectations regarding profitability, capital resources and anticipated growth in the industry in which FiscalNote operates are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as 'pro forma,' 'may,' 'should,' 'could,' 'might,' 'plan,' 'possible,' 'project,' 'strive,' 'budget,' 'forecast,' 'expect,' 'intend,' 'will,' 'estimate,' 'anticipate,' 'believe,' 'predict,' 'potential' or 'continue,' or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements.
Factors that may impact such forward-looking statements include:
These and other important factors discussed in FiscalNote's SEC filings, including its most recent reports on Forms 10-K and 10-Q, particularly the 'Risk Factors' sections of those reports, could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by FiscalNote and its management, are inherently uncertain. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place reliance on forward-looking statements, which speak only as of the date they are made. FiscalNote undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
About FiscalNote
FiscalNote (NYSE: NOTE) is the leading provider of AI-driven policy and regulatory intelligence solutions. By uniquely combining proprietary AI technology, comprehensive data, and decades of trusted analysis, FiscalNote helps customers efficiently manage political and business risk. Since 2013, FiscalNote has pioneered solutions that deliver critical insights, enabling effective decision making and giving organizations the competitive edge they need. Home to PolicyNote, CQ, Roll Call, VoterVoice, and many other industry-leading products and brands, FiscalNote serves thousands of customers worldwide with global offices in North America, Europe, and Asia. To learn more about FiscalNote and its suite of solutions, visit FiscalNote.com and follow @FiscalNote.
View source version on businesswire.com:https://www.businesswire.com/news/home/20250729145604/en/
CONTACT: Media
Yojin Yoon
FiscalNote
[email protected] Relations
Bob Burrows
FiscalNote
[email protected]
KEYWORD: UNITED STATES NORTH AMERICA WASHINGTON
INDUSTRY KEYWORD: PROFESSIONAL SERVICES DATA MANAGEMENT TECHNOLOGY DATA ANALYTICS SOFTWARE ARTIFICIAL INTELLIGENCE
SOURCE: FiscalNote
Copyright Business Wire 2025.
PUB: 07/29/2025 07:15 AM/DISC: 07/29/2025 07:15 AM
http://www.businesswire.com/news/home/20250729145604/en
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