Class A Common Stock Expected to Begin Trading on Reverse Split-Adjusted Basis on September 2, 2025
FiscalNote Holdings, Inc. ("FiscalNote") (NYSE:NOTE), today announced that its Board of Directors has approved a 1-for-12 reverse stock split (the "Reverse Stock Split") of FiscalNote's Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), and Class B common stock, par value $0.0001 per share (collectively with the Class A Common Stock, the "Common Stock"). The Reverse Stock Split will be effective at 4:30 p.m. Eastern Time on August 29, 2025, and the Class A Common Stock will open for trading on the New York Stock Exchange (the "NYSE") on a reverse split-adjusted basis on September 2, 2025, under the existing trading symbol "NOTE."
The new CUSIP number of the Class A Common Stock following the Reverse Stock Split will be 337655 302. FiscalNote's publicly traded warrants will continue to be traded on the NYSE under the symbol "NOTE.WS," and the CUSIP number for the publicly traded warrants will remain unchanged.
At the effective time of the Reverse Stock Split, every 12 shares of issued Common Stock will be automatically reclassified into one new share of Common Stock. The Reverse Stock Split will not change the number of authorized shares of Common Stock. The par value per share of the Common Stock will also remain unchanged at $0.0001.
The Reverse Stock Split will effect a reduction in the number of shares of the Company's Class A Common Stock issuable upon the vesting of FiscalNote's stock awards, exercise of option awards and warrants, or upon conversion of convertible securities, in proportion to the reverse split ratio of the Reverse Stock Split. The Reverse Stock Split will also effect a proportionate increase in the exercise price of FiscalNote's outstanding stock options and warrants, and the conversion price of certain of the Company's convertible securities. Specifically, proportionate adjustments will be made to FiscalNote's outstanding public and private warrants, resulting in each warrant becoming exercisable for approximately 0.131 shares of Class A Common Stock at a per warrant exercise price of $11.50 and an effective per share price of $87.82.
No fractional shares shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of the Company's Common Stock will be entitled to receive cash (without interest or deduction) in lieu of such fractional share interests, in an amount equal to the proceeds attributable to the sale of such fractional shares following the aggregation and sale by FiscalNote's transfer agent of all fractional shares otherwise issuable.
Continental Stock Transfer & Trust Company is acting as transfer agent for the Reverse Stock Split. Registered stockholders who hold shares of Common Stock are not required to take any action to receive post-reverse split shares. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker's particular processes, and will not be required to take any action in connection with the Reverse Stock Split.
Additional information about the Reverse Stock Split can be found in FiscalNote's definitive information statement filed with the Securities and Exchange Commission (the "SEC") on August 8, 2025, which is available free of charge at the SEC's website, www.sec.gov, and on FiscalNote's website at: https://investors.fiscalnote.com/.
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. 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 and are 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. 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.
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Media
Yojin Yoon
FiscalNote
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Investor Relations
Bob Burrows
FiscalNote
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