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): June 5, 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 5.07 Submission of Matters to a Vote of Security Holders

On June 5, 2024, CuriosityStream Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”). The Annual Meeting was held in a virtual format. Of the 53,306,291 shares of the Company’s common stock (the “Common Stock”) that were issued and outstanding as of April 17, 2024, the record date, and entitled to vote at at the Annual Meeting, a total of 37,526,652 shares (70.39%) were present in person or represented by proxy at the Annual Meeting, constituting a quorum for the transaction of business.

At the Annual Meeting, the stockholders (i) elected all of the director nominees to the Company’s board of directors as Class III directors, each to serve a three-year term expiring at the 2027 annual meeting of stockholders or until their respective successors are duly elected and qualified (the “Director Election Proposal”), (ii) approved an amendment to Section 4.1 of the Company’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s issued and outstanding shares of common stock, in the Board’s sole discretion, by a ratio ranging from 1-to-3 to 1-to-20 (the “Reverse Stock Split Proposal”), (iii) approved an amendment to Section 8.1 of the Company’s Second Amended and Restated Certificate of Incorporation to provide for the exculpation of officers of the Company to the fullest extent permitted by law (the "Officer Exculpation Proposal"), and (iv) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (the “Auditor Ratification Proposal”).

Under the Company’s Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, the vote necessary for the Director Election Proposal is the affirmative vote of a plurality of the votes cast by the stockholders present or represented by proxy at the Annual Meeting and entitled to vote thereon. The vote necessary for the Reverse Stock Split Proposal is the affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter at the Annual Meeting. The vote necessary for the Officer Exculpation Proposal is the affirmative vote of the holders of a majority of the outstanding shares of the Common Stock entitled to vote generally in the election of directors. The vote necessary for the Auditor Ratification Proposal is the affirmative vote of a majority of the votes cast by the stockholders present or represented by proxy at the Annual Meeting and entitled to vote thereon.

The proposals are described in detail in the Company’s definitive proxy statement filed on April 25, 2024, with the Securities and Exchange Commission.

The voting results, as certified in the Final Report of the Inspector of Elections, are as follows:

Proposal 1 - Election of Directors


DIRECTOR NOMINEES	VOTES FOR	WITHHELD	BROKER NON-VOTES
Andrew Hendricks	27,130,569	2,100,774	8,295,309
Patrick Keeley	28,648,700	582,643	8,295,309
Elizabeth Saravia	27,329,876	1,901,467	8,295,309

Proposal 2 - Approval of Reverse Stock Split Authorization Amendment


VOTES FOR	VOTES AGAINST	ABSTAIN	BROKER NON-VOTES
36,435,391	1,029,693	61,568	—

Proposal 3 - Approval of Officer Exculpation Amendment


VOTES FOR	VOTES AGAINST	ABSTAIN	BROKER NON-VOTES
28,314,098	870,221	47,024	8,295,309

Proposal 4 - Ratification of Appointment of Independent Registered Public Accounting Firm for the Year Ending December 31, 20241


VOTES FOR	VOTES AGAINST	ABSTAIN
37,094,715	340,519	91,418
1 No broker non-votes were received for Proposal 4

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: June 6, 2024

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

Document and Entity Information	Jun. 05, 2024
Document And Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jun. 05, 2024
Entity Registrant Name	CURIOSITYSTREAM INC.
Entity Incorporation, State or 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]
Title of 12(b) Security	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]
Title of 12(b) Security	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