FiscalNote Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Unregistered Sales of Equity Securities
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
As previously reported in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2025 (the “Prior Report”), on August 5, 2025, FiscalNote Holdings, Inc. (the “Company”) entered into a securities purchase agreement with YA II PN, Ltd. (the “Investor”), pursuant to which the Company agreed to issue the Investor, in two tranches, convertible debentures in an aggregate principal amount of approximately $33 million (collectively, the “Debentures”). The second tranche of the Debentures was issued, in the amount of $12.3 million (the “Second Debenture”), on September 11, 2025.
The terms of the Second Debenture are substantially identical to those disclosed in the Prior Report, except the issuance date for the Second Debenture is September 11, 2025 and the Maturity Date (as defined in the Debentures) is March 11, 2027. In addition, the Floor Price (as defined in the Debentures) of the Debentures has been adjusted to $0.8884 pursuant to the terms thereof.
The foregoing description of the Second Debenture does not purport to be complete and is qualified in its entirety by reference to the form of Debenture, a copy of which is filed as Exhibit 10.2 to the Prior Report and incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The Debentures were, and the Debenture Conversion Shares, if any, will be, issued in reliance on an exemption from registration afforded by Section 4(a)(2) under the Securities Act and/or Rule 506 of Regulation D promulgated by the SEC thereunder.
| Item 8.01 | Other Events. |
On September 11, 2025, the proceeds from the Second Debenture were used, in part, to retire the Company’s obligations under its existing subordinated convertible notes, dated as of March 17, 2025 and March 20, 2025, by and between EGT 11, LLC and the Company.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FISCALNOTE HOLDINGS, INC. | ||
| By: | /s/ Todd Aman | |
| Name: | Todd Aman | |
| Title: | Chief Legal & Administrative Officer | |
| Date: September 11, 2025 | ||