8-K: FiscalNote Receives NYSE Delisting Notice After Share Price Falls Below $1.00

FiscalNote Holdings, Inc. has received a notice from the New York Stock Exchange stating that it is not in compliance with continued listing standards due to its share price falling below $1.00.

Summary

• FiscalNote Holdings, Inc. received a notification from the New York Stock Exchange (NYSE) on November 25, 2024, stating that the company is not in compliance with the NYSE's continued listing requirements.
• The non-compliance is due to the company's Class A common stock average closing price falling below $1.00 per share over a consecutive 30 trading-day period, as of November 20, 2024.
• FiscalNote has a six-month cure period to regain compliance, during which the 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.
• The company intends to notify the NYSE of its intent to cure the deficiency within 10 business days of receiving the notification.
• The NYSE notification does not affect the company's business operations, SEC reporting requirements, or cause an event of default under any material debt agreements.

Sentiment

Score: 3

Explanation: The sentiment is negative due to the delisting notice, indicating a significant challenge for the company. However, the company's intent to cure the deficiency and focus on profitability provides a slight positive offset.

Positives

• The NYSE notification does not affect FiscalNote's business operations or its SEC reporting requirements.
• The notification does not cause an event of default under any of the company's material debt agreements.
• FiscalNote has a six-month cure period to regain compliance with the minimum share price requirement.
• The company is evaluating all options to address the matter and remains focused on profitability and growth.

Negatives

• FiscalNote's Class A common stock average closing price fell below $1.00 per share over a consecutive 30 trading-day period.
• The company is not in compliance with the NYSE's continued listing requirements.
• If the company does not regain compliance within the six-month cure period, the NYSE will commence suspension and delisting procedures.

Risks

• There is a risk of the company's stock being suspended and delisted from the NYSE if it does not regain compliance within the six-month cure period.
• The company's share price may be negatively impacted by the delisting notice.
• The company's ability to raise capital may be affected by the delisting notice.

Future Outlook

FiscalNote intends to regain compliance with the NYSE's listing standards and is evaluating all options to address the matter. The company remains focused on generating increased profitability and executing on its plans to drive sustainable, profitable growth.

Management Comments

• The company is evaluating all options to address this matter.
• The company remains focused on providing AI-driven legal and regulatory insights to its more than 4,000 global customers.
• Senior executives continue to be engaged in proactive outreach to current and prospective investors.
• The company is focused on generating increased profitability and executing on FiscalNote's plans to drive sustainable, profitable growth.

Industry Context

This announcement highlights the challenges faced by companies in maintaining share price compliance, particularly in volatile market conditions. It is not uncommon for companies to receive delisting notices, and FiscalNote's response will be closely watched by investors and competitors.

Comparison to Industry Standards

• Many companies, particularly in the tech sector, have faced similar challenges with maintaining share price compliance.
• Companies like WeWork and Bed Bath & Beyond have recently faced delisting issues, highlighting the importance of financial stability and investor confidence.
• The six-month cure period is a standard procedure for companies facing delisting notices, and FiscalNote's ability to regain compliance will be a key indicator of its future prospects.

Stakeholder Impact

• Shareholders may experience a decline in the value of their investment due to the delisting notice.
• Employees may be concerned about the company's future prospects.
• Customers may be concerned about the company's long-term viability.
• Creditors may be concerned about the company's ability to repay its debts.

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 six months.
• The company's Board of Directors is reviewing all available alternatives to return to compliance.

Key Dates

Keywords

NYSE, delisting, share price, compliance, FiscalNote, listing standards, common stock