Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________________________

FORM 8-K

_________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2024

_________________________________________

CURIOSITYSTREAM INC.

(Exact Name of Issuer as Specified in Charter)

_________________________________________

Delaware

001-39139

84-1797523

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

8484 Georgia Ave., Suite 700

Silver Spring, Maryland

(Address of principal executive offices)

20910

(Zip code)

(301) 755-2050

(Registrant’s telephone number, including area code)

_________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))

o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of exchange

on which registered

Common Stock, par value $0.0001

CURI

NASDAQ

Warrants, each exercisable for one share of Common stock at an exercise price of $11.50 per share

CURIW

NASDAQ

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 x

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. o

Item 2.02 Results of Operations and Financial Condition.

On May 7, 2024, CuriosityStream Inc. (the “Company”) announced its financial results for the first quarter ended March 31, 2024, in a press release dated May 7, 2024 (the "Press Release"). The full text of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information furnished under Item 2.02 of this Current Report (including Exhibit 99.1) is deemed to be “furnished” and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective May 31, 2024, Peter Westley will leave his position as Chief Financial Officer and return to a consulting position with the Company pursuant to a Services Agreement, effective June 1, 2024 (the “Services Agreement”). Mr. Westley was a consultant to the Company from April 28, 2022, to May 21, 2022, before joining the Company as Chief Financial Officer on May 21, 2022. In connection with Mr. Westley’s departure from his position, and subject to Mr. Westley executing a release of claims, the Company will accelerate as of May 31, 2024, the vesting of 44,249 restricted stock units (“RSUs”) granted under the Company’s 2020 Omnibus Incentive Plan (the “Plan”) which otherwise would have vested on July 28, 2024.

P. Brady Hayden, 51, will be named Chief Financial Officer effective May 31, 2024. Mr. Hayden joined the Company as Controller on June 12, 2023. Prior to joining the Company, Mr. Hayden was Vice President of Finance and Chief Accounting Officer at Cyren Ltd. Prior to that, he led financial reporting teams at the U.S. Postal Service and Spok Holdings, Inc. There is no family relationship between Mr. Hayden and any director or executive officer of the Company and he has no direct or indirect material interest required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The Services Agreement provides for Mr. Westley to provide advisory services to the Company in exchange for compensation in the form of continued vesting of 117,006 of his unvested RSUs in accordance with their existing vesting schedule, subject to Mr. Westley’s continued service under the Services Agreement on each such vesting date. All other unvested RSUs will be cancelled on the last day of Mr. Westley’s employment for no consideration. To the extent the Company terminates the Services Agreement for any reason other than failure by Mr. Westley to perform the services thereunder in good faith, Mr. Westley shall be entitled to prorated vesting of the RSUs calculated based on number of days for which Mr. Westley provided services under the Services Agreement divided by the number of days between June 1, 2024 and the applicable vesting date. Mr. Westley will be subject to confidentiality and non-disparagement provisions under the Services Agreement.

The foregoing summary of the Services Agreement is qualified in its entirety by reference to the terms of the Services Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events.

On March 7, 2024, the Company announced in the Press Release that the Company's Board of Directors approved that the Company declare a quarterly cash dividend of $0.025 per share of the Company's Common Stock payable on July 31, 2024, to stockholders of record on July 12, 2024.

Cautionary Statements Regarding Forward-Looking Information

Certain statements in this Current Report on Form 8-K may be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, CuriosityStream’s expectations or predictions of future financial or business performance or conditions, plans to pay regular dividends, consumers’ valuation of factual content, and the Company’s continued success. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by,

followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “predicts” or “intends” or similar expressions. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. Certain of these risks are identified and discussed under “Risk Factors” in CuriosityStream’s Annual Report on Form 10-K for the year ended December 31, 2023, that we filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2024, and in CuriosityStream’s other SEC filings. These risk factors are important to consider in determining future results and should be reviewed in their entirety. Forward-looking statements are based on the current belief of the management of CuriosityStream, based on currently available information, as to the outcome and timing of future events, and involve factors, risks, and uncertainties that may cause actual results in future periods to differ materially from such statements. However, there can be no assurance that the events, results or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and CuriosityStream is not under any obligation, and expressly disclaims any obligation to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports that CuriosityStream has filed or will file from time to time with the SEC.

In addition to factors previously disclosed in CuriosityStream’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (i) risks related to CuriosityStream’s ability to maintain and develop new and existing revenue-generating relationships and partnerships or to significantly increase CuriosityStream’s subscriber base and retain customers; (ii) the effects of pending and future legislation; (iii) risks of the internet, online commerce and media industry; (iv) the highly competitive nature of the internet, online commerce and media industry and CuriosityStream’s ability to compete therein; (v) litigation, complaints, and/or adverse publicity; and (vi) privacy and data protection laws, privacy or data breaches, or the loss of data.

Item 9.01 Financial Statement and Exhibits.

(d)Exhibits


Exhibit No.						Description

10.1						Services Agreement between Curiosity Inc. and Peter Westley, effective June 1, 2024

99.1						Press Release, dated May 7, 2024

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.


			CURIOSITYSTREAM INC.
Date: May 7, 2024

			/s/ Tia Cudahy
			Tia Cudahy
			Chief Operating Officer and General Counsel

Exhibit 10.1

SERVICES AGREEMENT

This Services Agreement (“Agreement”) is effective as of the 1st day of June, 2024 by and between Curiosity Inc., with an office located at 8484 Georgia Ave., Suite 700, Silver Spring, MD 20910 (“CS”), and Peter Westley, with offices located at 44 Via Los Altos, Tiburon, CA 94920 (“Service Provider”).

WHEREAS, Service Provider and CS desire to enter into an agreement for the performance by Service Provider of certain professional services and the granting of certain rights in connection with activities being conducted by CS.

NOW, THEREFORE, in consideration of the foregoing, the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SERVICES: In consultation with and to the satisfaction of CS in CS’s sole but reasonable discretion, Service Provider will provide to CS strategic, finance, and management advisory services such as improved payment processing methods, evaluating potential investments or transactions, transitioning his knowledge and duties as former CFO of CS and similar or related services in each case as may be reasonably requested by CS (“Services”) in accordance with the “Standard Terms and Conditions” and “Indemnification” attached hereto as Exhibit A and Annex A, respectively, and incorporated by reference. Service Provider may also provide additional Services upon request by CS (the “Additional Services”). Any such Additional Services shall be negotiated between the parties and evidenced by one or more “Additional Services Exhibits” that shall set forth such Additional Services and be attached to this Agreement as amendments.

2. STANDARD: Service Provider acknowledges and understands that the provision of Services and any Additional Services set forth in any Additional Services Exhibits shall be in a professional and timely manner. The Company acknowledges that it is not relying on the advice of Service Provider for tax, legal or accounting matters and will rely on the advice of its own professionals and advisors for such matters and will make an independent analysis and decision regarding any transaction based upon the Services. Furthermore, CS will remain solely responsible for the commercial assumptions on which any financial advice provided by Service Provider is based and for any decision to proceed with any transaction.

3. COMPENSATION: Service Provider’s compensation shall be in the form of continued vesting of outstanding and unvested restricted stock units (“RSUs”) in CS’s parent company, CuriosityStream Inc. (“Parent”), pursuant to Parent’s Omnibus Incentive Plan (“Plan”) and an Equity Incentive Agreement to be provided (together, the “Equity Documents”) as more specifically set forth in Exhibit B attached hereto and incorporated by reference. Service Provider’s compensation shall be governed solely by the Equity Documents and in the event of any conflict or inconsistency between the Equity Documents and this Agreement the terms and conditions of the Equity Documents shall prevail. CS shall also reimburse Service Provider for reasonable and pre-approved in writing out-of-pocket expenses incurred in connection with the performance of the Services. Notwithstanding the foregoing, expenses for mileage, parking, meals and time spent by Service Provider traveling to and from CS facilities shall not be reimbursable.

4. AGREEMENT: This Agreement, including the “Standard Terms and Conditions” set forth in Exhibit A, Annex A, Exhibit B and any Additional Services Exhibits attached hereto contains the entire understanding and supersedes all prior understandings among the parties relating to the subject matter herein and the subject matter of any Additional Services Exhibit attached hereto, and this Agreement cannot be changed except in a writing executed by both parties. The Agreement may be signed in counterparts and signed or transmitted electronically or manually.

The parties shall indicate their acceptance of this entire Agreement by signing in the spaces provided for below.


ACCEPTED AND AGREED:
	SERVICE PROVIDER	EIN for 1099:
	Sign: /s/ Peter Westley	Cell Phone #:
	Peter Westley	Email Address:

	CURIOSITY INC.
	By: /s/ Tia Cudahy
	Tia Cudahy, Chief Operating Officer

EXHIBIT A

STANDARD TERMS AND CONDITIONS

1. WORK FOR HIRE/ASSIGNMENT OF RIGHTS/USE OF INFORMATION: In consideration of the compensation set forth herein, any and all material of whatever kind or nature, at any time heretofore or hereafter written, composed, created, designed, developed, added, submitted, furnished or interpolated by Service Provider pursuant to this Agreement (including, without limitation, all ideas, concepts, suggestions, source code, tooling, programs and data created for CS or otherwise created for this agreement, literary material and other material, whether in writing or not in writing, and in whatever stage of completion), and all of the results and proceeds of Service Provider’s Services at any time rendered or to be rendered under this Agreement (all such material and all such results and proceeds being referred to collectively as the “Results and Proceeds”) shall be deemed “works-made-for-hire” for CS within the meaning of the United States copyright law, with CS being the sole author and owner of all rights thereof, including, but not limited to, all copyrights and all extensions and renewals of copyrights. Notwithstanding the foregoing, the Company recognizes and confirms that Service Provider in acting pursuant to this engagement will be using publicly available information and information in reports and other materials provided by others, including, without limitation, information provided by or on behalf of the Company, and that Service Provider does not assume responsibility for and may rely, without independent verification, on the accuracy and completeness of any such information. The Company agrees to furnish or cause to be furnished to Service Provider (subject to the confidentiality obligations set forth herein) all necessary or appropriate information for use in its engagement and hereby warrants that any information relating to the Company or its affiliates or any transaction related thereto that is furnished to Service Provider by or on behalf of the Company will be true and correct in all material respects and not misleading by omission or otherwise and that every statement of opinion, intention or expectation therein by the Company will be honestly held. The Company agrees that any information or advice rendered by Service Provider or any of its representatives in connection with this engagement is for the confidential use of the Company only in its evaluation of a transaction and the Company will not, and will not permit any third party to, use it for any other purpose or disclose or otherwise refer to such advice or information, or to Service Provider, in any manner without Service Provider’s prior written consent. The Company acknowledges that Service Provider has been retained hereunder solely as an advisor to the Company, and not as an advisor to or agent of any other person, and that the engagement of Service Provider is as an independent contractor and not in any other capacity including as a fiduciary. Neither this agreement nor Service Provider’s performance hereunder nor any previous or existing relationship between Service Provider and the Company will be deemed to create any fiduciary relationship. Neither this engagement, nor the delivery of any advice in connection

with this engagement, is intended to confer rights upon any persons not a party hereto (including security holders, employees or creditors of the Company) as against Service Provider.

2. WARRANTIES: Service Provider represents and warrants to CS that Service Provider is fully authorized to enter into and perform its obligations under this Agreement.

3. SURVIVING OBLIGATIONS: The parties’ representations, warranties and confidentiality obligations (subject to specific termination provisions herein) shall remain in effect following the termination or expiration of this Agreement, and any such termination or expiration shall have no effect on the rights in the Results and Proceeds granted to CS.

4. ASSIGNMENT: Service Provider may not assign this Agreement or any of its obligations to any third party, it being understood that Service Provider’s services are unique and non-fungible in nature.

5. CONFIDENTIALITY; NO INSIDER TRADING: In addition to the duties imposed by criminal and civil statutes, including applicable state trade secrets laws, federal patent and copyright law, and the Economic Espionage Act, for a period of one year following termination or expiration of this Agreement, Service Provider shall exercise all reasonable care to preserve and protect any financial, business or personal information it may use, learn or otherwise come across in the course of providing the Services, from any unauthorized use, disclosure, or theft. The restrictions on use and disclosure of such confidential information referenced above in this Agreement (“Confidential Information”) will not apply to the extent that the Confidential Information: (i) is or becomes generally available to the public through no fault of Service Provider or anyone acting on its behalf; (ii) is obtained by Service Provider from a third party who may rightfully transfer and disclose the information without restriction and without any obligation to keep it confidential; (iii) was previously rightfully known to the Service Provider without any obligation to keep it confidential; (iv) is independently developed by Service Provider or anyone acting on its behalf without reference to, access to, or reliance on such Confidential Information; or (v) is otherwise agreed upon in writing by the parties not to be subject to the restrictions in this Agreement. For purposes of this Agreement, “reasonable care” shall be at least the level of care and discretion that is used by Service Provider to protect its own or its third party customers’ most confidential trade secrets or information. Upon expiration or termination of this Agreement, Service Provider must return to CS all confidential information, all originals and copies, embodied in any physical form. Notwithstanding the foregoing, Service Provider will not be required to return or destroy any Confidential Information that: (i) Service Provider is required to retain by law or regulation or in accordance with its normal course internal record retention procedures; or (ii) is retained by Service Provider in any

back-up tapes or similar media for recovery purposes. Any such Confidential Information retained by Service Provider in accordance with this paragraph will remain subject to the obligations set forth in this Agreement Service Provider hereby acknowledges that it is aware and will advise its representatives who are provided with any Confidential Information, that United States securities laws prohibit any person who has received material, non-public information from purchasing or selling securities of an issuer whose stock may be affected by such information or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

6. STANDARD OF CONDUCT: [INTENTIONALLY LEFT BLANK].

7. NON-DISPARAGEMENT RESERVING RIGHTS: Service Provider shall not disparage CS or its current or former members, parents or affiliated entities, or the members, directors, officers, employees, agents or representatives of any of the foregoing, or make, issue, support or publish any communication of a derogatory nature with respect to any of them. Service Provider takes all of the foregoing actions fully aware of Service Provider’s rights with respect thereto under the laws of the United States (and any State thereof) and under laws governing outside of the United States and voluntarily waives such rights, subject only to making truthful statements or disclosing confidential information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency or entity, (ii) cooperating with or participating in any investigation by a governmental agency or entity, (iii) filing a charge or complaint with or reporting possible violations of federal or state law or regulation to any governmental agency or entity (including, but not limited to, the Equal Employment Opportunity Commission and the National Labor Relations Board), or making other disclosures that are protected under the whistleblower provisions of federal or state law or regulation, and Service Provider does not need the prior authorization of CS to make any such reports or disclosures and is not required to notify CS of having made such reports or disclosures, or (iv) lawfully reporting waste, fraud or abuse to a designated investigative or law enforcement representative of a government agency or entity authorized to receive such information; (v) disclosing to anyone factual information related to claims of sexual assault, harassment or discrimination, including retaliation for reporting sexual assault, harassment or discrimination (if any); or (vi) discussing or disclosing working conditions, labor issues or the terms and conditions of employment at CS, or engaging in any other protected activity under the National Labor Relations Act. Service Provider is also hereby notified that federal law provides certain protections to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances. See 18 U.S.C. § 1833(b)(1). Service Provider is also notified that federal law provides

that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, subject to certain limitations. See 18 U.S.C. § 1833(b)(2). Nothing in this Agreement is intended in any way to limit such statutory rights. CS agrees, in turn, that it will not, and it will direct its officers and the members of its board of directors not to, make cause or assist any other person to make, any statement or other communication to any third party which impugns or attacks, or is otherwise critical of, the reputation, business or character of Service Provider.

8. TERMINATION: CS or Service Provider may terminate this Agreement for reason of breach by the other party immediately upon providing written notice thereof. In addition, if Service Provider is convicted of any crime or offense, fails or refuses to comply with a written policy or reasonable directive of CS, or is guilty of serious misconduct in connection with performance hereunder, CS may terminate this Agreement immediately upon providing written notice. CS or Service Provider may terminate this Agreement for any reason or no reason upon providing one (1) days written notice thereof. In the event of termination of this Agreement or a specific Additional Services Exhibit, CS shall be the sole owner of all Results and Proceeds created by Service Provider as of the date of such termination, and Service Provider will immediately deliver all Results and Proceeds to CS.

9. INDEMNITY: See Annex A attached hereto and incorporated by reference.

10. INSURANCE: Service Provider shall obtain and maintain at all times the types and levels of insurance coverage that conform to best industry practices, provided that such coverage must be at least sufficient to meet Service Provider’s indemnification obligations hereunder.

11. MISCELLANEOUS:

(a) Force Majeure: Neither party shall be liable to the other in the event of a force majeure, including, but not limited to, act of war or terrorism, strike, equipment failure, change in law, fire, earthquake or any other cause that is beyond a party’s reasonable control (“Force Majeure”). CS shall have the right to suspend this Agreement during an event of Force Majeure and shall have the right, but not the obligation, to extend any portion of this Agreement and/or any Additional Services Exhibit by the length of any such suspension. CS shall have the right, but not the obligation, to terminate this Agreement without any further obligation to Service Provider in the event of a Force Majeure that lasts for a period of five (5) days in aggregate.

(b) No Implied Waiver: No failure or delay in exercising any right or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right or privilege.

I No Violation of Law: If any provision of this Agreement shall be deemed invalid or unenforceable as written, it shall be construed, to the greatest extent possible, in a manner

that shall render it valid and enforceable. The invalidity or unenforceability of any such provision shall have no effect on the validity or enforceability of any other provision of this Agreement.

(d) Choice of Law and Submission to Jurisdiction: This Agreement shall be governed by applicable federal law and by the laws of the State of Delaware applicable to contracts entered into and to be wholly performed within such jurisdiction. Service Provider and CS hereby submit and consent to the exclusive jurisdiction of the State and federal courts located in such jurisdiction.

(e) Remedy at Law: Rights and remedies granted to CS and Service Provider hereunder are cumulative. The exercise of one shall not diminish or affect any other right or remedy at law or in equity provided under this Agreement. Service Provider’s sole remedy under this Agreement shall be an action at law for damages, it being understood that in no event shall either party be liable to the other for any lost or prospective profits or any other special, punitive, exemplary, consequential, incidental or indirect losses or damages (in tort, contract or otherwise) under or in respect of this Agreement. Service Provider shall not be entitled to equitable relief. CS shall be entitled to equitable relief only in connection with a breach of Section 5 above.

(f) Independent Contractor: Service Provider and the Company each acknowledges and agrees that, notwithstanding Service Provider’s former status as a full-time employee of CS beginning May 21, 2022 and ending May 31, 2024, Service Provider is an independent contractor and that Service Provider's employees and agents, if any, are not employees or agents of CS for any purpose and that CS is not responsible to Service Provider for any federal, state or local withholding or employer taxation obligations, social security benefits or unemployment compensation related to the services performed under this Agreement. Service Provider further represents and warrants that Service Provider qualifies as an independent contractor under the provisions of the Internal Revenue Code and its common law rules and is filing all required forms and making all necessary payments appropriate to Service Provider’s independent-contractor tax status. This Agreement shall not be interpreted or construed to create an employment relationship, an association, agency, joint venture or partnership among the parties or to impose any liability attributable to such a relationship upon any party.

(7)Taxes: [INTENTIONALLLY LEFT BLANK].

12. OBLIGATIONS UNDER SUBSEQUENT ADDITIONAL SERVICES EXHIBITS: Service Provider acknowledges and agrees that any Additional Services Exhibit to this Agreement may be entered into by any CS-Related Entity in accordance with paragraph 4 above. With respect to any Additional Services contemplated in any such Additional Services Exhibit and with respect to any CS-Related Entity executing such Additional Services Exhibit, all of the rights and obligations under this Agreement shall be limited to the party executing that specific Additional Services Exhibit (i.e., the rights and obligations under the Agreement shall be limited to the CS-Related Entity specifically executing each Additional Services Exhibit).

Annex A/Indemnification

In connection with the engagement of Service Provider to assist the Company as described in the attached Services Agreement, including modifications or future additions to such engagement and related activities prior to the date of the Services Agreement (the “engagement”), the Company agrees that it will indemnify and hold harmless Service Provider and its affiliates and their respective directors, officers, agents and employees and each other person controlling Service Provider or any of its affiliates (each, an “indemnified party”), to the full extent lawful, from and against any losses, expenses, claims or proceedings (collectively, “losses”) (i) related to or arising out of (A) the contents of oral or written information provided by the Company, its affiliates and their respective employees or its other agents, which information either the Company or Service Provider provides to any actual or potential parties, or (B) any other action or failure to act by the Company, its affiliates and their respective employees or its other agents or by Service Provider or any indemnified party in accordance with and at the Company’s request or with the Company’s consent, or (ii) otherwise related to or arising out of the engagement or any transaction or conduct in connection therewith, except that this clause (ii) shall not apply to the extent such losses have resulted from the gross negligence, bad faith or willful misconduct of such indemnified party. The Company further agrees that no indemnified party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company or any of its affiliates, creditors or security holders for or in connection with the engagement or any actual or proposed transactions or other conduct in connection therewith except to the extent such losses incurred by the Company have resulted from the gross negligence, bad faith or willful misconduct of such indemnified party.

The Company agrees that it will not, without the prior written consent of Service Provider, settle any pending or threatened claim or proceeding related to or arising out of the engagement or any actual or proposed transactions or other conduct in connection therewith (in cases where Service Provider or its affiliated indemnified party(s) is a party to such claim or proceeding) unless such settlement includes a provision unconditionally releasing Service Provider and such other indemnified party(s) from all liability in respect of claims by any releasing party related to or arising out of the engagement or any transactions or conduct in connection therewith, such consent not to be unreasonably withheld or delayed. Service Provider will not settle any claims or actions for which it seeks indemnification or contribution hereunder without the consent of the Company, not to be unreasonably withheld. The Company will also promptly reimburse each indemnified party for all reasonable expenses (including reasonable counsel fees and expenses) incurred by such indemnified party in connection with investigating, preparing for, defending, or providing evidence in, any pending or threatened claim or proceeding in respect of which indemnification or contribution is owed hereunder or in enforcing this Annex A.

Exhibit B - Compensation

In consideration for performance of the Services hereunder, and subject to Mr. Westley’s continued service through each applicable vesting date, Mr. Westley will continue to hold certain RSUs that are unvested as of May 31, 2024 as specified below (the “One Year Unvested RSUs”) and such One Year Unvested RSUs shall continue to vest in accordance with the schedule set forth below:

- 37,104 RSUs that would vest on 5/21/25;

- 7,834 RSUs that would vest on 4/22/25; and

- 72,068 RSUs that would vest on 5/21/25

Notwithstanding the foregoing, in the event of the termination of the Agreement by CS for any reason other than failure by Mr. Westley to perform the Services in good faith, Mr. Westley shall be entitled to proportional vesting of the One Year Unvested RSUs specified above based on days elapsed from June 1, 2024 through the date of termination as a fraction of the period from June 1, 2024 through the applicable vesting date.

For clarity, under the Plan and in the absence of this Agreement, the One Year Unvested RSUs would have been cancelled on Mr. Westley’s last day of employment, May 31, 2024. In addition, it is understood that the remaining unvested RSUs held by Mr. Westley (37,104 RSUs that would have vested on 5/21/26; 7,834 RSUs that would have vested on 4/22/26; and 72,067 RSUs that would have vested on 5/21/26, collectively the “Two Year Unvested RSUs”) will be cancelled on Mr. Westley’s last day of employment, May 31, 2024. (For the avoidance of doubt, half of Mr. Wesley’s unvested RSUs will be cancelled on the last day of employment, and the other half, specified above, shall remain eligible to vest based on and subject to continued service.)

The parties further acknowledge and agree the One Year Unvested RSUs could be cancelled upon termination of this Agreement pursuant to Para. 8 of Exhibit A or treated differently as may be provided in the Equity Documents (e.g., accelerated upon a change in control) prior to any vesting date. In the absence of such earlier termination or acceleration, and acknowledging this Agreement can be terminated by either party for any reason at any time, Mr. Westley will hold the One Year Unvested RSUs until vested.

Exhibit 99.1

CURIOSITYSTREAM REPORTS Q1 2024 EARNINGS RESULTS

▪Positive Net Cash from Operating Activities and

Adjusted Free Cash Flow for First Time

▪Dividend of $0.025 Per Share Declared

SILVER SPRING, Md. (May 7, 2024) – CuriosityStream Inc. (NASDAQ: CURI), a global factual entertainment company, today announced its financial results for the first quarter ended March 31, 2024. In addition, the Company’s Board of Directors declared a quarterly cash dividend of $0.025 per share, payable on July 31, 2024, to stockholders of record on July 12, 2024.

"We generated over $1 million in adjusted free cash flow in the first quarter, a major milestone for the Company and for the team that achieved it," said Clint Stinchcomb, President & CEO. "We increased our direct subscription revenue sequentially and year over year. We rolled out our subscription services with multinational global partners in 25 countries. We added seven new content licensing partners. And we now have commercial relationships with over 20 key partners and platforms for our ad-supported content. We have accomplished these objectives while simultaneously rationalizing our cost base and we believe we are now well positioned to generate increasing cash flow and sturdy, sustainable revenues that are increasingly predictable and reliable. Looking forward, in addition to guiding to greater positive cash flow in the second quarter, we believe our dividend program, which is being paid from surplus cash, underscores our positive trajectory for 2024 and beyond."

First Quarter 2024 Financial Results

•Revenue of $12.0 million, compared to $12.4 million in the first quarter of 2023;

•Gross profit of $5.3 million, compared to $3.4 million in the first quarter of 2023;

•Total advertising and marketing and general and administrative expenses of $8.9 million, compared to $11.2 million in the first quarter of 2023;

•Net loss of $5.0 million, compared to net loss of $7.7 million in the first quarter of 2023;

•Net cash provided by operating activities of $0.7 million, compared to net cash used in operating activities of $6.3 million in the first quarter of 2023;

•Adjusted Free Cash Flow of $1.2 million, compared to Adjusted Free Cash Flow use of $6.3 million in the first quarter of 2023;

•Adjusted EBITDA loss of $2.8 million, compared to Adjusted EBITDA loss of $6.4 million in the first quarter of 2023;

•Cash and restricted cash balance of $38.9 million and no debt as of March 31, 2024.

First Quarter 2024 Business Highlights

•Apple TV+ launch of Curiosity Stream into 23 European countries.

•11 Content Licensing Agreements across several territories and platforms.

•Curiosity University (newly relaunched and rebranded from One Day University) surpasses 100,000 paying subscribers and now features courses, videos, and podcasts from the world's best subject matter experts in addition to the premium talks from the best professors at the most renowned universities.

•Kidstream, with its unique and carefully curated selection of high-profile children’s shows, is the newest service to join Curiosity’s Smart Bundle, with a commitment to programming that’s safe, educational, and ad-free.

•Released original series and specials across a range of genres and formats, including Science for Evil Geniuses, an irreverent real-world test of super-villain science, starring Game of Thrones actor Paul Kaye; the fourth season of high-school football series 4th & Forever, following the DeSoto Eagles' quest to re-capture another Texas state title; The Invention of Surgery, an unflinching look at the pioneers who transformed medicine from a primitive art into a sophisticated and successful science; The Art of Seduction, an exposé of the secret powers of some of history’s most influential characters; and Believe, a beautiful look at the origins, traditions and festivals of the world’s five biggest religions, and the challenges they face today.

•Launched additional annual programming stunts including Ancient Egypt Week and the upcoming Jaws & Claws Week to enhance content discoverability and promotion.

Financial Outlook

CuriosityStream expects the following for the second quarter of 2024:

•Revenue within the range of $12.0 - $13.0 million

•Adjusted Free Cash Flow1 within the range of $1.5 - $2.5 million

1 See Non-GAAP Financial Measures below.

CFO Transition

CuriosityStream is also announcing a transition among its executive leadership. Peter Westley will resign his role as Chief Financial Officer and return to consulting status with the Company effective May 31, 2024. Westley helped shepherd CuriosityStream to positive cash flow, oversaw distribution of the Company's first dividend and built a capable Finance team, including Controller Brady Hayden. The Board of Directors has named Hayden, who held previous positions with Cyren Ltd, US Postal Service and Spok Holdings Inc., CFO effective May 31, 2024.

Conference Call Information

CuriosityStream will host a Q&A conference call today to discuss the Company’s first quarter 2024 results at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time). A live audio webcast of the call will be available on the CuriosityStream Investor Relations website at https://investors.curiositystream.com. Participants may also dial-in toll free at (888) 510-2008 or International at (646) 960-0306 and reference conference ID# 3957505. An audio replay of the conference call will be available for two weeks following the call on the CuriosityStream Investor Relations website at https://investors.curiositystream.com.

Forward-Looking Statements

Certain statements in this press release may be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, CuriosityStream’s expectations or predictions of future financial or business performance or conditions, consumers’ valuation of factual content, and the Company’s continued success. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “predicts” or “intends” or similar expressions. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. Certain of these risks are identified and discussed under “Risk Factors” in CuriosityStream’s Annual Report on Form 10-K for the year ended December 31, 2023, that CuriosityStream filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2024, and in CuriosityStream’s other SEC filings. These risk factors are important to consider in determining future results and should be reviewed in their entirety.

Forward-looking statements are based on the current belief of the management of CuriosityStream, based on currently available information, as to the outcome and timing of future events, and involve factors, risks, and uncertainties that may cause actual results in future periods to differ materially from such statements. However, there can be no assurance that the events, results or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and CuriosityStream is not under any obligation, and expressly disclaims any obligation to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports that CuriosityStream has filed or will file from time to time with the SEC.

In addition to factors previously disclosed in CuriosityStream’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (i) risks related to CuriosityStream’s ability to maintain and develop new and existing revenue-generating relationships and partnerships or to significantly increase CuriosityStream's subscriber base and retain customers; (ii) the effects of pending and future legislation; (iii) risks of the internet, online commerce and media industry; (iv) the highly competitive nature of the internet, online commerce and media industry and CuriosityStream’s ability to compete therein; (v) litigation, complaints, and/or adverse publicity; and (vi) privacy and data protection laws, privacy or data breaches, or the loss of data.

Non-GAAP Financial Measures

To supplement our unaudited consolidated statement of operations, which is prepared in accordance with GAAP, we present Adjusted EBITDA and Adjusted Free Cash Flow in this press release. Our use of non-GAAP financial measures, such as Adjusted EBITDA and Adjusted Free Cash Flow, has limitations as an analytical tool, and these measures should not be considered in isolation or as a substitute for analysis of financial results as reported under GAAP.

The Company is not able to provide expectations of net cash generated from operating activities, the closest comparable GAAP measure to Adjusted Free Cash Flow (a non-GAAP measure), on a forward-looking basis. The Company is unable to predict without unreasonable costs and efforts the ultimate amounts of certain cash receipts and outlays because, in part, such items may have not yet occurred, are out of the Company’s control and/or cannot be reasonably predicted. These items are further described in the reconciliation tables and related descriptions below. Further, these items are uncertain, depend on various factors and could be material to the Company’s results computed in accordance with U.S. GAAP.

We use these non-GAAP financial measures in conjunction with financial measures prepared in accordance with GAAP for planning purposes, including in the preparation of our annual operating budget, as a measure of our core operating results and the effectiveness of our business strategy, and in evaluating our financial performance. These measures provide consistency and comparability with past financial performance, facilitate period-to-period comparisons of core operating results, and also facilitate comparisons with other peer companies, many of which use similar non-GAAP financial measures to supplement their GAAP results. In addition, Adjusted EBITDA and Adjusted Free Cash Flow are widely used by investors and securities analysts to measure a company’s operating performance. We exclude the following items from net income to calculate Adjusted EBITDA: interest and other income (expense), provision for income taxes, depreciation and non-content amortization, loss/(gain) on the change in fair value of our warrants, equity interests loss (gain), impairment of goodwill, intangible assets and content assets, restructuring charges and stock-based compensation. Adjusted Free Cash Flow is calculated as net cash flow used in operating activities less purchases of property and equipment, restructuring charges and nonrecurring license fees.

Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool. In particular, (1) although depreciation and amortization expense are non-cash charges, the assets subject to depreciation and amortization may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; (2) Adjusted EBITDA does not reflect: (a) changes in, or cash requirements for, our working capital needs; or (b) tax payments that may represent a reduction in cash available to us; and (3) Adjusted Free Cash Flow does not reflect: (a) our cash flow available for discretionary payments; (b) our future contractual commitments (such as any debt service requirements or dividend payments); (c) funds available for investment or other discretionary uses; (d) certain capital expenditure requirements; or (e) the total increase or decrease in our cash balances for the stated period. The non-GAAP financial measures we use may

be different from non-GAAP financial measures used by other companies, limiting their usefulness for comparison purposes. We compensate for these limitations by providing specific information regarding the GAAP items excluded from these non-GAAP financial measures. A reconciliation of these non-GAAP financial measures has been provided in the financial statements tables included in this press release and investors are encouraged to review the reconciliation.

About Curiosity Inc.

Curiosity Inc. is the entertainment brand for people who want to know more. The global media company is home to award-winning original and curated factual films, shows, and series covering science, nature, history, technology, society, and lifestyle. With millions of subscribers worldwide and thousands of titles, the company operates the flagship Curiosity Stream SVOD service, available in more than 175 countries worldwide; Curiosity Channel, the linear television channel available via global distribution partners; Curiosity University, featuring talks from the best professors at the world's most renowned universities as well as courses, short and long-form videos, and podcasts; Curiosity Now, a free, ad-supported channel; Curiosity Audio Network, with original content and podcasts; and Curiosity Studios, which oversees original programming. Curiosity Inc. is a wholly owned subsidiary of CuriosityStream Inc. (Nasdaq: CURI). For more information, visit CuriosityStream.com.

Contacts:

CuriosityStream Investor Relations

Andrew Lata

IR@CuriosityStream.com

CuriosityStream Inc.

Consolidated Balance Sheets


	March 31, 2024		December 31, 2023
(In thousands, except par value)	(Unaudited)

Assets

Current assets
Cash and cash equivalents	$	38,750	$	37,715
Restricted cash	125		500

Accounts receivable, net	4,876		4,760
Other current assets	1,831		2,315
Total current assets	45,582		45,290
Investments in equity method investees	4,598		6,354
Property and equipment, net	639		727
Content assets, net	40,154		44,943
Operating lease right-of-use assets	3,279		3,350
Other assets	311		358
Total assets	$	94,563	$	101,022

Liabilities and stockholders’ equity
Current liabilities
Content liabilities	$	74	$	407
Accounts payable	3,288		4,765
Accrued expenses and other liabilities	4,766		3,705
Deferred revenue	14,651		14,521
Total current liabilities	22,779		23,398
Warrant liability	74		44
Non-current operating lease liabilities	4,187		4,283
Other liabilities	562		651
Total liabilities	27,602		28,376

Stockholders’ equity
Common stock, $0.0001 par value – 125,000 shares authorized as of December 31, 2023, and December 31, 2022; 53,071 shares issued and outstanding as of December 31, 2023; 52,853 issued and outstanding as of December 31, 2022	5		5
Additional paid-in capital	363,319		362,636
Accumulated other comprehensive loss	—		—
Accumulated deficit	(296,363)		(289,995)
Total stockholders’ equity	66,961		72,646
Total liabilities and stockholders’ equity	$	94,563	$	101,022

CuriosityStream Inc.

Consolidated Statements of Operations


	Three Months Ended March 31, 2024
(Unaudited and in thousands except per share amounts)	2024		2023

Revenues	$	12,001	$	12,387

Operating expenses
Cost of revenues	6,748		9,001
Advertising and marketing	3,105		3,115
General and administrative	5,802		8,059


	15,655		20,175
Operating loss	(3,654)		(7,788)

Change in fair value of warrant liability	(30)		(74)
Interest and other income	439		388
Equity method investment loss	(1,756)		(219)
Loss before income taxes	(5,001)		(7,693)
Provision for income taxes	34		58
Net loss	$	(5,035)	$	(7,751)

Net loss per share
Basic	$	(0.09)	$	(0.15)
Diluted	$	(0.09)	$	(0.15)

Weighted average number of common shares outstanding
Basic	53,301		52,950
Diluted	53,301		52,950

CuriosityStream Inc.

Consolidated Statements of Cash Flows


	Three Months Ended March 31,
(Unaudited and in thousands)	2024		2023

Cash flows from operating activities
Net loss	$	(5,035)	$	(7,751)
Adjustments to reconcile net loss to net cash used in operating activities
Change in fair value of warrant liability	30		74
Additions to content assets	(426)		(3,723)
Change in content liabilities	(333)		(1,206)
Amortization of content assets	5,215		5,852
Depreciation and amortization expenses	117		127


Amortization of premiums and accretion of discounts associated with investments in debt securities, net	—		26
Stock-based compensation	689		1,267
Equity method investment loss	1,756		219
Other non-cash items	122		121
Changes in operating assets and liabilities
Accounts receivable	(116)		1,200
Other assets	502		944
Accounts payable	(1,477)		1,440
Accrued expenses and other liabilities	(419)		(4,514)
Deferred revenue	41		(384)
Net cash used in operating activities	666		(6,308)
Cash flows from investing activities
Purchases of property and equipment	—		(5)


Maturities of investments in debt securities	—		15,000

Net cash provided by investing activities	—		14,995
Cash flows from financing activities
Payments related to tax withholding	(6)		(26)
Net cash used in financing activities	(6)		(26)
Net increase in cash, cash equivalents and restricted cash	660		8,661
Cash, cash equivalents and restricted cash, beginning of period	38,215		40,507
Cash, cash equivalents and restricted cash, end of period	$	38,875	$	49,168
Supplemental disclosure:
Cash paid for taxes	$	(2)	$	—
Cash paid for operating leases	$	138	$	134

CuriosityStream Inc.

Reconciliation from Net Loss to Adjusted EBITDA


	Three Months Ended March 31,
(Unaudited and in thousands)	2024		2023

Net loss	$	(5,035)	$	(7,751)

Change in fair value of warrant liability	30		74
Interest and other (income) expense	(439)		(388)
Provision for Income taxes	34		58
Equity method investment loss	1,756		219
Depreciation and amortization1	117		127



Stock-based compensation	689		1,267
Adjusted EBITDA	$	(2,848)	$	(6,394)


1 These amounts do not include amortization of content assets.

CuriosityStream Inc.

Reconciliation from Net Cash Flow used in Operating Activities to Adjusted Free Cash Flow


	Three Months Ended March 31,
(Unaudited and in thousands)	2024		2023

Net cash flow used in operating activities	$	666	$	(6,308)

Purchases of property and equipment	—		(5)
Restructuring payments1	435		—
Nonrecurring license fees	85		—
Adjusted Free Cash Flow	$	1,186	$	(6,313)

1 Consists primarily of severance and workforce optimization payments resulting from a December 2023 reduction in force.

Document and Entity Information	May 06, 2024
Document And Entity Information [Line Items]
Document Type	8-K
Document Period End Date	May 06, 2024
Entity Registrant Name	CURIOSITYSTREAM INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-39139
Entity Tax Identification Number	84-1797523
Entity Address, Address Line One	8484 Georgia Ave.
Entity Address, Address Line Two	Suite 700
Entity Address, City or Town	Silver Spring
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20910
City Area Code	(301)
Local Phone Number	755-2050
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001776909
Common Stock Par Value 0.0001
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, par value $0.0001
Trading Symbol	CURI
Security Exchange Name	NASDAQ
Warrants Each Exercisable For One Share Of Common Stock At An Exercise Price Of 11.50 Per Share
Document And Entity Information [Line Items]
Security 12b Title	Warrants, each exercisable for one share of Common stock at an exercise price of $11.50 per share
Trading Symbol	CURIW
Security Exchange Name	NASDAQ