8-K: FiscalNote Reports Delisting and Debt Forbearance

FiscalNote Holdings, Inc. confirms its delisting from the NYSE and the securing of a temporary debt forbearance agreement.

Summary

• The company's Class A common stock and warrants were delisted from the NYSE effective April 13, 2026.
• Securities now trade on the OTCID Basic Market under the symbols NOTE and NOTEW.
• The delisting triggered an event of default under existing subordinated convertible debt instruments.
• On April 21, 2026, the company secured forbearance agreements with GPO FN Noteholder, LLC and YA II PN, Ltd.
• The forbearance period is effective until May 21, 2026, during which creditors agree not to exercise rights related to the default.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this as a highly negative development due to the loss of major exchange listing status and the resulting technical default on debt obligations.

Positives

• Secured a temporary waiver of default from subordinated creditors, providing a one-month window to address financial obligations.

Negatives

• The company has been delisted from the NYSE, significantly reducing liquidity and institutional investor access.
• The delisting triggered a formal event of default on subordinated convertible debt.
• The company is currently reliant on short-term forbearance agreements to avoid potential enforcement actions by creditors.

Risks

• The forbearance agreement expires on May 21, 2026, creating immediate pressure to resolve the underlying default.
• Trading on the OTCID Basic Market typically involves lower liquidity and higher volatility compared to major exchanges.
• Failure to reach a long-term resolution with subordinated creditors could lead to acceleration of debt repayment or other enforcement actions.

Future Outlook

The company intends to pursue opportunities to list its Common Stock on other tiers or exchanges to improve investor access and liquidity while executing its strategic plans.

Management Comments

• The company intends to pursue available opportunities to list its Common Stock on other tiers or exchanges that offer further improvements to investor access and liquidity.

Industry Context

StockSavvy.ai notes that the transition from a major exchange to the OTC market is a significant negative signal for a company's capital structure and market standing, often indicating severe financial or compliance distress.

Comparison to Industry Standards

• Delisting from the NYSE is a major departure from standard performance for a publicly traded company of this profile.
• Securing debt forbearance is a common but high-risk maneuver used by distressed firms to avoid immediate insolvency or technical default.

Legal Proceedings

• The company is currently in a state of technical default regarding its subordinated convertible debt instruments.

Stakeholder Impact

• Shareholders face reduced liquidity and potential volatility due to the move to the OTC market.
• Creditors are currently in a forbearance period, limiting their immediate ability to enforce default remedies.

Next Steps

• Negotiate a long-term resolution with subordinated creditors before the May 21, 2026 deadline.
• Explore alternative exchange listings to restore liquidity and investor access.

Key Dates

Recommendation

The combination of a NYSE delisting and a technical default on debt represents a severe deterioration in corporate health, warranting a sell recommendation until the company demonstrates a clear path to financial stability and re-listing.

Keywords

FiscalNote, delisting, forbearance, NYSE, OTCID, subordinated debt, default