Key Highlights

● NYSE delisting of the Class A stock took effect on 13 April 2026.

● Second-quarter revenue fell 16 per cent to $19.6 million; net loss was $27.8 million.

● FiscalNote announced the sale of FrontierView to Oxford Economics on 28 August 2026.

● The 10-Q states conditions raise substantial doubt about continuing as a going concern.

From NYSE to over-the-counter

FiscalNote Holdings, Inc. (OTC:NOTE) received an NYSE notice on 25 March 2026 because its average closing price had stayed below $1.00 for 30 consecutive trading days. NYSE staff filed to remove the Class A stock and warrants, and the delisting took effect on 13 April 2026. The shares now trade on the OTCID Basic Market, and the company has said it intends to seek a listing on other tiers or exchanges.

The delisting triggered defaults under subordinated convertible notes. The creditors initially agreed to waive them until 21 May 2026, and the company's later filing refers to forbearance agreements running until 21 August 2026.

Latest reported results

For the second quarter, reported on 10 August 2026, revenue was $19.6 million, down 16 per cent from $23.3 million. Annual recurring revenue was $74.9 million, down 13 per cent. The net loss was $27.8 million, including a $19.1 million non-cash goodwill impairment, against a loss of $13.3 million a year earlier. Adjusted EBITDA was $2.3 million. Subscription revenue fell 12 per cent to $18.8 million, and quarterly net revenue retention improved to 98 per cent from 89 per cent in the first quarter, although the trailing twelve-month figure was 81 per cent.

At 30 June the balance sheet showed cash and equivalents of $18.0 million against total debt of about $119.2 million, of which $106.8 million was current. Stockholders' equity had fallen to $0.3 million from $62.0 million at the end of 2025. The 10-Q states that conditions raise substantial doubt about the company's ability to continue as a going concern.

Divestiture and guidance

On 28 August 2026 FiscalNote announced that it had completed the sale of its FrontierView business to Oxford Economics. The release did not disclose the price or the use of proceeds. The company revised its full-year 2026 guidance, removing FrontierView from the outlook, to revenue of $74 million to $76 million and adjusted EBITDA of $8 million to $10 million.

Chief executive Key Compton, appointed in June 2026, said the sale simplifies the business and concentrates resources on the core policy products. The company also said a strategic review that may include further divestitures is continuing, without a timetable. Management also reported new PolicyNote MCP API licences signed with Siemens and a US technology and cloud company, and operating cash flow for the first half was a positive $0.9 million. In March the company had cited a 25 per cent workforce reduction as part of its cost programme.

Covenant default and the 2027 prepayment

The 10-Q said that a missed covenant under the 2025 Senior Term Loan had not been waived and that a $20.0 million prepayment is due by 31 March 2027, which the company said it currently has no ability to satisfy.