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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| Item 1.01. | Entry into a Material Definitive Agreement. |
On April 11, 2024, FiscalNote Holdings, Inc. (the “Company”) entered into a letter agreement (the “Agreement”) with EGT-East, LLC (the “Investor”) modifying certain provisions of the Senior Subordinated Convertible Promissory Notes made by the Company in favor of the Investor on each of December 8, 2023 and January 5, 2024 (the “Notes”) and that certain AI Copilot Partnership Agreement, dated as of December 8, 2023 (the “Co-Pilot Agreement”). The Agreement permitted and required the Company to convert approximately $1.6 million in aggregate principal amount of the Notes (the “Early Converted Notes”) into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”). Pursuant to the Agreement, the Company was also required to issue to the Investor shares of Common Stock in respect of the Early Converted Notes and all shares issuable under the Co-Pilot Agreement on or before April 12, 2024. Pursuant to the Agreement, the Investor has the right to convert the aggregate principal amount of the remaining Notes (the “Remaining Notes”), but only on or after June 30, 2024, if such conversion right is not cancelled by the terms of the Agreement. In addition, the Agreement terminates the Company’s obligation to issue additional shares to Era pursuant to the Co-Pilot Agreement under the circumstances specified therein.
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 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
| Item 3.02 | Unregistered Sales of Equity Securities. |
On April 11, 2024 and pursuant to the Agreement, the Company issued the Investor an aggregate of 3,003,268 shares of Common Stock.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1* | Letter Agreement Relating to Senior Subordinated Convertible Promissory Notes and Co-Pilot Agreement, dated as of April 11, 2024, by and between the Registrant and EGT-East, LLC. | |
| 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/ Timothy Hwang | |
| Name: | Timothy Hwang | |
| Title: | Chief Executive Officer | |
| Date: April 12, 2024 | ||