FiscalNote Shares Tumble 16% with $33.3M S-3 Registration and Reverse Split

Company Overview

FiscalNote Holdings Inc. (NYSE: NOTE) is a publicly traded software, data, and media company founded in 2013 by Timothy Hwang, Gerald Yao, and Jonathan Chen. Headquartered in Washington, D.C., FiscalNote combines machine learning, natural language processing, and expert analysis to provide policy and regulatory intelligence. Its offerings include PolicyNote for legislative tracking, CQ Roll Call for congressional news, and VoterVoice for advocacy management. The company serves a diverse customer base that includes government agencies, corporations, and nonprofits worldwide.

Corporate Structure

FiscalNote maintains a workforce of 201 to 500 employees across its offices in North America, Europe, Asia, and Australia. The leadership team includes the three co-founders—Timothy Hwang, Gerald Yao, and Jonathan Chen—alongside other executive officers responsible for product development, legal affairs, and finance. Under U.S. securities law, FiscalNote qualifies as an emerging growth company, allowing it certain reporting accommodations relevant to its growth phase.

FiscalNote by Alicia Razuri

Recent Developments and News

• August 15, 2025: Filed Form 10-Q for the quarter ended June 30, 2025, which includes details on quarterly revenue, net income or loss, and cash flow metrics (specific figures not disclosed).
• August 18, 2025: Submitted Form D notice of exempt offering of securities, listing company officers and directors but not specifying the amount or intended use of proceeds.
• August 22, 2025: Filed Form S-3 registration statement to allow the resale of up to 7,083,333 Class A common shares associated with $33.3 million of outstanding convertible debentures. The company will not receive proceeds from this resale.
• August 25, 2025: NOTE shares closed at $0.4299, reflecting a 16.41% decline from the previous session, on a volume of 3,304,834 shares.
• August 29, 2025: The effective date of a 1-for-12 reverse stock split.
• September 2, 2025: Class A common stock is expected to begin trading on a reverse split–adjusted basis.

Financial and Strategic Analysis

The registration of 7.08 million shares under Form S-3 addresses liquidity for existing holders of convertible debentures without diluting current equity or raising capital for the company. The underlying $33.3 million in convertible debentures reflects past financing arrangements. The planned 1-for-12 reverse split may align the share price with NYSE listing standards while consolidating the equity base. The Form 10-Q filing for Q2 2025 is expected to provide information on year-over-year revenue trends, expense management initiatives, and cash flow from operations, although specific numbers were not included in summary disclosures. As an emerging growth company, FiscalNote benefits from reduced reporting requirements while looking to enhance its AI-driven product offerings.

Market Position and Industry Context

FiscalNote functions at the intersection of technology and public policy intelligence, utilizing AI to analyze legislative and regulatory developments. Its acquisition of CQ Roll Call in July 2018 added a media channel with subscription offerings, while the launch of FiscalNote ESG Solutions in July 2022 expanded its services into environmental, social, and governance analytics. The company serves a wide array of clients, including a significant number of Fortune 100 companies, and maintains a competitive position among established providers of government relations software and policy data platforms.

tl;dr

On August 25, 2025, FiscalNote’s share price decreased by 16.41% to $0.4299 on a volume of 3.3 million shares. The company filed its Q2 2025 Form 10-Q on August 15, a Form D on August 18 for an exempt securities offering, and a Form S-3 on August 22, which registers 7,083,333 shares for resale tied to $33.3 million of convertible debentures. A 1-for-12 reverse stock split will take effect on August 29, with trading on a split-adjusted basis starting September 2. These measures are designed to bolster liquidity for existing investors and ensure compliance with NYSE standards without generating new equity capital.