UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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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.
Exhibit |
Description |
10.1* |
Second Letter Agreement, dated as of June 12, 2024, by and between the Company and EGT-East, LLC. |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL). |
* 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