FiscalNote Holdings, Inc. 8-K

What Happened

• On June 16, 2026, FiscalNote Holdings, Inc. announced a letter agreement with GPO FN Noteholder, LLC under which GPO waived the Company’s obligation to make a $2.0 million principal amortization payment due July 1, 2026. The payment relates to a 7.50% Senior Subordinated Convertible Promissory Note issued to GPO that matures on November 13, 2029. The waived $2.0 million will instead be payable on the Note’s maturity date.
• The company also disclosed it has engaged an external financial advisor and is actively discussing strategic, liability-management and creditor negotiations with its senior and subordinated lenders. These discussions may include amendments, maturity extensions, exchanges and other alternatives; there is no guarantee of any outcome or timetable.

Key Details

• Date of agreement: June 16, 2026.
• Note: 7.50% Senior Subordinated Convertible Promissory Note due November 13, 2029.
• Waived installment: $2.0 million principal amortization originally due July 1, 2026 — now payable at maturity.
• Company actions: engaged an external financial advisor and is in active discussions with lenders about amendments, extensions, exchanges and other liability-management options.

Why It Matters

• Short-term liquidity: Deferring the $2.0M principal payment from July 1, 2026 to the note maturity date reduces near-term cash outflow pressure for FiscalNote, providing temporary breathing room.
• Potential for material changes: Active discussions with lenders and the use of a financial advisor signal possible debt restructuring, maturity extensions or exchanges that could affect future cash obligations, creditor rights, or equity (given the note is convertible).
• Uncertain outcome: The filing warns there is no assurance these discussions will produce a deal, and the company does not intend to provide ongoing updates unless disclosure is appropriate or required. Investors should monitor future filings for definitive terms or changes.