8-K: FiscalNote Faces NYSE Delisting Threat After Share Price Drops Below $1.00

FiscalNote Holdings, Inc. received notice from the NYSE regarding non-compliance with continued listing requirements due to its stock price falling below $1.00.

Summary

• FiscalNote Holdings, Inc. received a notice from the New York Stock Exchange (NYSE) on April 10, 2025, stating that it is not in compliance with NYSE's continued listing requirements.
• The non-compliance is due to the 30-trading day average closing price of FiscalNote's Class A common stock falling below $1.00 per share as of April 9, 2025.
• FiscalNote has 10 business days to notify the NYSE of its intent to cure this deficiency.
• The company has a six-month cure period to regain compliance, during which the common stock must have a closing price of at least $1.00 per share and an average closing price of at least $1.00 per share over the 30-trading day period ending on the last trading day of any calendar month.
• If compliance is not achieved within the cure period, the NYSE will commence suspension and delisting procedures.
• FiscalNote's Board of Directors is reviewing alternatives to return to compliance.
• The NYSE Notification does not affect the company's business operations, SEC reporting requirements, or material debt agreements.

Sentiment

Score: 3

Explanation: The sentiment is negative due to the delisting notice, indicating financial distress and potential loss of investor confidence. However, the company has a cure period and is exploring options, preventing a lower score.

Positives

• The NYSE Notification does not affect the company's business operations.
• The NYSE Notification does not affect the company's Securities and Exchange Commission reporting requirements.
• The NYSE Notification does not conflict with or cause an event of default under any of the company's material debt agreements.

Negatives

• FiscalNote's Class A common stock has fallen below the NYSE's minimum share price requirement.
• The company faces potential delisting from the NYSE if it fails to regain compliance within the six-month cure period.

Risks

• Failure to regain compliance with NYSE listing standards could lead to delisting.
• Delisting could negatively impact investor confidence and the company's ability to raise capital.
• The company's stock price may remain depressed during the cure period.

Future Outlook

The company is reviewing all available alternatives to return to compliance with the NYSE continued listing standards.

Management Comments

• The Companys Board of Directors is reviewing all available alternatives to return to compliance with the NYSE continued listing standards.

Industry Context

Delisting notices are not uncommon for companies experiencing financial difficulties or market downturns. Other companies in the tech or media space facing similar challenges may include those with declining user engagement, revenue, or profitability.

Comparison to Industry Standards

• Many companies have faced similar delisting warnings, including those in the tech sector during periods of market volatility.
• Companies like WeWork and others that experienced rapid growth followed by financial struggles have also faced delisting risks.
• The six-month cure period is a standard procedure offered by the NYSE to allow companies time to regain compliance.

Stakeholder Impact

• Shareholders may experience a decline in the value of their investment.
• Employees may face uncertainty regarding the company's future.
• Customers and suppliers may be concerned about the company's long-term viability.

Next Steps

• FiscalNote must notify the NYSE of its intent to cure the deficiency within 10 business days.
• The company must regain compliance with the minimum share price requirement within the six-month cure period.
• The Board of Directors will continue to review available alternatives to return to compliance.

Key Dates

Keywords

delisting, NYSE, stock price, compliance, FiscalNote, common stock