8-K

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): April 12, 2024

_________________________________________

CURIOSITYSTREAM INC.

(Exact Name of Issuer as Specified in Charter)

_________________________________________

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):

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

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 5.03     Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 12, 2024, the Board of Directors (the “Board”) of CuriosityStream Inc. (the “Company”) approved an amendment (the “First Amendment”) to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective as of the date of the Board’s approval. The First Amendment modifies Section 2.4 of the Bylaws, which pertains to the quorum requirement for stockholder meetings. The First Amendment reduces the quorum requirement for stockholder meetings from a majority to one-third (1/3) of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, as permitted by Section 216 of the Delaware General Corporation Law and Nasdaq Listing Rule 5620(c).

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the First Amendment, which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01           Financial Statement and Exhibits.

(d)Exhibits

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.

Document

Exhibit 3.1

FIRST AMENDMENT TO THE AMENDED AND RESTATED BY LAWS

OF

CURIOSITYSTREAM INC.

THIS FIRST AMENDMENT (the “Amendment”) to the Amended and Restated By Laws (the “Bylaws”) of CuriosityStream Inc., a Delaware corporation (the “Company”), was adopted and approved by the Board of Directors of the Company on April 12, 2024. This First Amendment is effective as of April 12, 2024.

1.Section 2.4 of the Bylaws is hereby amended and restated in its entirety as follows:

“Section 2.4 Quorum. Except as otherwise provided by applicable law, the Corporation’s Second Amended and Restated Certificate of Incorporation, as the same may be amended or restated from time to time (the “Certificate of Incorporation”) or these Amended and Restated By Laws, as amended or restated from time to time, the presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock of the Corporation representing one-third (1/3) of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote at such meeting shall constitute a quorum for the transaction of business at such meeting, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of shares representing one-third (1/3) of the voting power of the outstanding shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. If a quorum shall not be present or represented by proxy at any meeting of the stockholders of the Corporation, the chairman of the meeting may adjourn the meeting from time to time in the manner provided in Section 2.6 until a quorum shall attend. The stockholders present at a duly convened meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the voting power of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or any such other corporation to vote shares held by it in a fiduciary capacity.”

2.Except as set forth above, the remaining provisions of the Bylaws shall not be amended hereby and shall remain in full force and effect in accordance with their respective terms.

3.The undersigned, as the duly elected Authorized Officer of the Company, hereby certifies that this Amendment has been duly adopted by the Board of Directors of the Company in accordance with the Bylaws and the Second Amended and Restated Certificate of Incorporation of the Company, as amended, each as in effect on the date hereof.

/s/ Tia Cudahy

Name: Tia Cudahy

Title: Authorized Officer