FiscalNote Submits Preliminary Information Statement for Approval

FiscalNote Holdings, Inc. (NYSE: NOTE), a prominent provider of policy and regulatory intelligence solutions powered by artificial intelligence, revealed its submission of a preliminary information statement to the Securities and Exchange Commission (SEC). This statement notifies that more than 67% of the voting power of the company’s outstanding common stock has given written consent to enable the Board of Directors to execute a potential reverse stock split, ranging from a ratio of 1:2 to 1:15, based on the Board’s discretion. The primary motive behind this decision is to ensure compliance with the New York Stock Exchange (NYSE) listing standard, which mandates listed entities to retain an average closing share price of at least $1.00 over a consecutive 30-day period.

The urgency of this action stems from the impending deadline of October 10, 2025, by which FiscalNote must restore compliance with the NYSE regulations. The company aims to achieve this through either the organic recovery of the stock price or, if required, a reverse split. In the event of a reverse split, the exact ratio will be determined by the Board during the filing of an amendment to the certificate of incorporation for its execution. Importantly, if implemented, this split would have no impact on the ownership interests or voting power of existing shareholders.

Upon conducting a comprehensive analysis of comparable market scenarios, FiscalNote and its team of advisors have identified several potential advantages of a reverse split. By aligning the share price with those of industry peers and meeting institutional investment thresholds, the company anticipates an enhancement in investor perception and a subsequent surge in demand. Additionally, continued adherence to NYSE listing standards would ensure FiscalNote’s sustained presence and recognition on major indices. The restructuring could also result in narrower bid-ask spreads, reduced order book congestion, heightened liquidity, and potentially increased allure for long-term investors.

It is essential to highlight that the successful completion of the proposed reverse stock split remains subject to various market conditions and customary requirements. Therefore, there is no absolute guarantee that the split will transpire, result in a higher per-share value, or yield the intended benefits. Notably, the Board retains the autonomy to reconsider the split if it no longer deems it advantageous for the company and its shareholders.

Moving forward, FiscalNote’s proactive approach in adopting this strategic measure underscores its commitment to upholding regulatory standards and fostering a favorable investment environment. The company’s focus on long-term value creation and enhanced market appeal through prudent decision-making remains paramount amidst the evolving economic landscape and the ever-changing demands of investors and stakeholders. This strategic step, while crucial for maintaining compliance and market competitiveness, reflects FiscalNote’s proactive stance and adaptability in navigating industry challenges and ensuring sustained growth and investor confidence.