UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): June 12, 2024 |
FISCALNOTE HOLDINGS, INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-39672 | 88-3772307 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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1201 Pennsylvania Avenue NW 6th Floor | |
Washington, District of Columbia | | 20004 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (202) 793-5300 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
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Class A common stock, par value $0.0001 per share | | NOTE | | NYSE |
Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share | | NOTE.WS | | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On June 12, 2024, FiscalNote Holdings, Inc. (the “Company”) entered into a second letter agreement (the “Agreement”) with EGT-East, LLC (the “Investor”) with respect to the Senior Subordinated Convertible Promissory Notes made by the Company in favor of the Investor on each of December 8, 2023 (the “December Note”) and January 5, 2024 (the “January Note” and, together with the December Note, the “Notes”). Pursuant to the Agreement, the parties (a) acknowledge and agree that the January Note has been fully discharged and is no longer outstanding and (b) provide for the Company to convert $798,485 of the outstanding principal amount of the December Note into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”).
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 1.01.
Item 3.02 Unregistered Sales of Equity Securities.
On June 12, 2024 and pursuant to the Agreement, the Company issued the Investor an aggregate of 1,000,000 shares of Common Stock.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
* The appendix to this exhibit has been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
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/ Jon Slabaugh_______________
Name: Jon Slabaugh
Title: Chief Financial Officer
Date: June 14, 2024
