FiscalNote amends convertible notes, extends maturity to Aug 15, adds $93k principal

FiscalNote Holdings, Inc.

Extended maturity of subordinated convertible notes to August 15, 2025; principal increased by $27,272 (Nautilus I), $54,665 (Nautilus II), $11,474 (Wealth Plus).
Company's right to issue Additional Shares eliminated; must pay cash if conversion share sales fall short of Amended Repayment Amount (principal + PIK interest + fees).
If not repaid by Aug 15, maturity extends to April 15, 2026, with 200% penalty on shortfall; change-of-control protection period may extend to 30 months.
Company is negotiating a refinancing transaction to repay the notes; investor legal expense reimbursement capped at $85,000 total.
Amendments exempt from registration under Section 3(a)(9) of Securities Act; no additional Conversion Shares until Form 8-K filed.

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