8-K

CuriosityStream Inc. (CURI)

8-K 2025-03-11 For: 2024-12-31
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Added on April 05, 2026

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): March 11, 2025

_________________________________________

CURIOSITYSTREAM INC.

(Exact Name of Issuer as Specified in Charter)

_________________________________________

Delaware 001-39139 84-1797523
(State or other jurisdiction<br><br>of incorporation) (Commission<br><br>File Number) (I.R.S. Employer<br><br>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<br><br>Symbol(s) Name of exchange<br><br>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 March 11, 2025, CuriosityStream Inc. (the “Company”) announced its financial results for the fourth quarter and full year ended December 31, 2024, in a press release dated March 11, 2025 (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 8.01           Other Events.

On November 5, 2024, the Board of Directors declared a cash dividend of $0.025 per share to be paid on March 28, 2025, to all holders of record of Common Stock at the close of business on March 14, 2025. On January 30, 2025, the Board of Directors increased the dividend to $0.030 per share. Subsequently, on March 10, 2025, the Board of Directors further increased the dividend to $0.04 per share.

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, the Company’s ability to regain compliance with the Bid Price Rule 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, 2024, that we expect to file with the Securities and Exchange Commission (the “SEC”) on or about March 21, 2025, 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; (vi) the ability to meet Nasdaq’s listing standards; and (vii) privacy and data protection laws, privacy or data breaches, or the loss of data.

Item 9.01           Financial Statement and Exhibits.

(d)Exhibits

Exhibit<br><br>No. Description
99.1 Press Release, dated March11, 2025ye4q24pressreleasecuri-202.htm
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: March 11, 2025
/s/ P. Brady Hayden
P. Brady Hayden
Chief Financial Officer and Treasurer<br><br>(Principal Financial and Accounting Officer)

Document

Exhibit 99.1

curilogojpeg.jpg

CURIOSITYSTREAM ANNOUNCES

FOURTH QUARTER AND FULL-YEAR 2024 FINANCIAL RESULTS AND AN ADDITIONAL DIVIDEND INCREASE

▪Ninth Consecutive Quarter of Positive Net Cash from Operating Activities

▪Achieved Highest Quarterly Adjusted Free Cash Flow of $3.3 Million

▪New Dividend Program Increases to $0.16 per year

SILVER SPRING, Md. (March 11, 2025) – CuriosityStream Inc. (NASDAQ: CURI), a global factual entertainment company, today announced its financial results for the fourth quarter and fiscal year ended December 31, 2024. In addition, the Company’s Board of Directors raised the first quarter 2025 cash dividend to $0.04 per share, payable on March 28, 2025, to stockholders of record on March 14, 2025, and updated its dividend policy to paying annual dividends of $0.16 per share.

“We are pleased to announce a strong finish to 2024. As we continued to rationalize our cost base, secure higher margin revenue and expand our subscription and licensing partners, we generated significant free cash flow of $9.5 million for 2024, an improvement of $25.5M over 2023. These measures also enabled us to increase our dividend to reward our shareholders." said Clint Stinchcomb, President & CEO. "2025 will be an exciting year as we return to double digit growth in both revenue and cash flow, through thoughtful and aggressive monetization of our high-quality, high-volume content library. With zero debt, roughly one-third of our market cap in net cash and securities, and a robust library of video and audio in high demand from consumers, distributors and technology partners in need of massive datasets for AI model training, we are enthusiastic about the future and dedicated to maximizing shareholder value."

Fourth Quarter 2024 Financial Results

•Revenue of $14.1 million, compared to $12.6 million in the third quarter of 2024, and $14.8 million in the fourth quarter of 2023;

•Gross profit of $7.4 million, compared to $6.7 million in the fourth quarter of 2023;

•Total advertising and marketing and general and administrative expenses of $11.2 million, a 2% year-over-year reduction;

•Net loss of $2.8 million, compared to net loss of $4.7 million in the fourth quarter of 2023;

•Net cash provided by operating activities of $3.0 million, compared to net cash used in operating activities of $2.5 million in the fourth quarter of 2023;

•Adjusted Free Cash Flow of $3.3 million, an improvement of $5.7 million for the fourth quarter of 2023;

•Adjusted EBITDA loss of $1.9 million, compared to Adjusted EBITDA loss of $3.4 million in the fourth quarter of 2023; and

•Cash, restricted cash and held-to-maturity securities balance of $39.7 million and no debt as of December 31, 2024.

Full Year 2024 Financial Results

•Revenue of $51.1 million, compared to $56.9 million in 2023;

•Gross profit of $25.8 million, compared to $21.3 million in 2023;

•Total advertising and marketing and general and administrative expenses of $39.1 million, a 17% year-over-year reduction;

•Net loss of $12.9 million, compared to net loss of $48.9 million in 2023;

•Net cash provided by operating activities of $8.2 million, compared to net cash used in operating activities of $16.2 million in 2023;

•Adjusted Free Cash Flow of $9.5 million, an improvement of $25.5 million from 2023; and

•Adjusted EBITDA loss of $6.0 million, compared to Adjusted EBITDA loss of $20.2 million in 2023.

Full Year 2024 Business Highlights

•Licensed over two million video programs and clips.

•Launched and distributed three new US Hispanic FAST channels: Curiosity Explora, Curiosity Motores, Curiosity Animales.

•Increased content volume by over 200,000 hours of video and audio.

•Grew Curiosity University partner subscribers by ~50%.

•New FAST channel agreements in 12 countries.

•Premiered multiple groundbreaking original series and specials across the full spectrum of factual, including Science for Evil Geniuses, 4th & Forever: DeSoto, The Invention of Surgery, The Art of Seduction, Believe, Surviving Globalism, Decoding Beauty, Taste: The Flavor of Life, A Day on the Reef, Tracker's Diary: Tigers of Nepal and Fateful Planet.

•Added thousands of titles to core genres of science, history, nature and tech, including Breakthrough: Mission to an Alien Ocean, Searching for Satoshi, Wings: World War Two in the Skies, Space Probes, Carbon: The Unauthorized Biography, and Ancient Engineering: Egypt, China, the Middle East and Rome.

•Expanded slate of annual programming and promotional stunts to drive engagement with Curiosity’s most popular programming, including SPACE WEEK, DINO WEEK, ANCIENT EGYPT WEEK, JAWS & CLAWS WEEK, and the month-long SUMMER DOC-BUSTERS campaign.

Financial Outlook

CuriosityStream expects the following for the first quarter of 2025:

•Revenue within the range of $14.5 - $15.5 million

•Adjusted Free Cash Flow1 within the range of $1.0 - $2.0 million

1 See Non-GAAP Financial Measures below.

Conference Call Information

CuriosityStream will host a Q&A conference call today to discuss the Company’s fourth quarter and full year 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, 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, 2024, that we expect to file with the Securities and Exchange Commission (the “SEC”) on or about March 21, 2025, 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 CuriosityStream Inc.

CuriosityStream 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, Curiosity Español, and other free, ad-supported channels; Curiosity Audio Network, with original content and podcasts; and Curiosity Studios, which oversees original programming. For more information, visit CuriosityStream.com.

Contacts:

CuriosityStream Investor Relations

Brett Maas

IR@CuriosityStream.com

CuriosityStream Inc.

Consolidated Balance Sheets (Unaudited)

December 31,
(in thousands, except par value) 2024 2023
Assets
Current assets
Cash and cash equivalents $ 7,826 $ 37,715
Restricted cash 125 500
Short-term investments in debt securities 24,236
Accounts receivable, net 6,103 4,760
Other current assets 1,228 2 2,315
Total current assets 39,518 45,290
Investments in debt securities 7,463
Investments in equity method investees 3,848 6,354
Property and equipment, net 520 727
Content assets, net 31,511 44,943
Operating lease right-of-use assets 3,065 3,350
Other assets 257 358
Total assets $ 86,182 $ 101,022
Liabilities and stockholders’ equity
Current liabilities
Content liabilities $ 282 $ 407
Accounts payable 5,608 4,765
Accrued expenses and other liabilities 7,003 3,705
Deferred revenue 10,970 14,521
Total current liabilities 23,863 23,398
Warrant liability 88 44
Non-current operating lease liabilities 3,887 4,283
Other liabilities 496 651
Total liabilities 28,334 28,376
Stockholders’ equity
Common stock, $0.0001 par value – 125,000 shares authorized as of December 31, 2024, and December 31, 2023; 56,814 shares issued as of December 31, 2024, including 215890 treasury shares; 53,287 issued and outstanding as of December 31, 2023; 56,598 shares outstanding as of December 31, 2024. 5 5
Treasury stock (251)
Additional paid-in capital 366,508 362,636
Accumulated other comprehensive loss
Accumulated deficit and other comprehensive loss (308,414) (289,995)
Total stockholders’ equity 57,848 72,646
Total liabilities and stockholders’ equity $ 86,182 $ 101,022

CuriosityStream Inc.

Consolidated Statements of Operations (Unaudited)

Year Ended December 31,
(in thousands, except per share data) 2024 2023
Revenues $ 51,134 $ 56,889
Operating expenses
Cost of revenues 25,363 35,553
Advertising and marketing 14,434 17,390
General and administrative 24,670 29,447
Impairment of content assets 18,970
Total operating expenses 64,467 101,360
Operating loss (13,333) (44,471)
Change in fair value of warrant liability (44) 213
Interest and other income 3,074 1,272
Equity method investment loss (2,506) (5,404)
Loss before income taxes (12,809) (48,390)
Provision for income taxes 132 506
Net loss $ (12,941) $ (48,896)
Net loss per share
Basic $ (0.24) $ (0.92)
Diluted $ (0.24) $ (0.92)
Weighted average number of common shares outstanding
Basic 54,480 53,044
Diluted 54,480 53,044

CuriosityStream Inc.

Consolidated Statements of Cash Flows (Unaudited)

Year Ended December 31,
2024 2023
Cash flows from operating activities
Net loss $ (12,941) $ (48,896)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Change in fair value of warrant liability 44 (213)
Additions to content assets (5,698) (18,316)
Change in content liabilities (125) (2,455)
Amortization of content assets 19,130 22,905
Depreciation and amortization expenses 339 496
Impairment of content assets 18,970
Amortization of premiums and accretion of discounts associated with investments in debt securities, net (294) 26
Stock-based compensation 6,568 3,999
Equity method investment loss 2,506 5,404
Other non-cash items 430 481
Changes in operating assets and liabilities
Accounts receivable (1,343) 6,139
Other assets 1,131 855
Accounts payable 843 (1,295)
Accrued expenses and other liabilities 1,383 (4,542)
Deferred revenue (3,822) 270
Net cash provided by (used in) operating activities 8,151 (16,172)
Cash flows from investing activities
Purchases of property and equipment (5)
Investment in equity method investees (992)
Maturities of investments in debt securities 7,200 15,000
Purchases of investments in debt securities (38,605)
Net cash (used in) provided by investing activities (31,405) 14,003
Cash flows from financing activities
Repurchases of common stock (251)
Dividends paid (4,063)
Payments related to tax withholding (2,696) (123)
Net cash used in financing activities (7,010) (123)
Net (decrease) in cash, cash equivalents and restricted cash (30,264) (2,292)
Cash, cash equivalents and restricted cash, beginning of period 38,215 40,507
Cash, cash equivalents and restricted cash, end of period $ 7,951 $ 38,215
Supplemental disclosure:
Cash paid for taxes $ 80 $ 195
Cash paid for operating leases 510 466

CuriosityStream Inc.

Reconciliation from Net Loss to Adjusted EBITDA

Three Months Ended<br>December 31, Year Ended<br>December 31,
(In thousands) 2024 2023 2024 2023
Net loss $ (2,813) $ (4,659) $ (12,941) $ (48,896)
Change in fair value of warrant liability (22) (29) 44 (213)
Interest and other (income) expense (1,372) (416) (3,074) (1,272)
Provision for Income taxes (2) 27 132 506
Equity method investment loss 331 312 2,506 5,404
Depreciation and amortization1 54 126 339 496
Restructuring2 25 819 243 819
Impairment of content assets 18,970
Other nonrecurring 28 141
Stock-based compensation 1,834 413 6,568 3,999
Adjusted EBITDA $ (1,937) $ (3,407) $ (6,042) $ (20,187)
1 These amounts do not include amortization of content assets.
2 Consists primarily of severance and workforce optimization expenses resulting from a 2023 and 2024 reduction in force.

CuriosityStream Inc.

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

Three Months Ended<br>December 31, Year Ended<br>December 31,
(In thousands) 2024 2023 2024 2023
Net cash flow used in operating activities $ 3,035 $ (2,542) $ 8,151 $ (16,172)
Purchases of property and equipment (5)
Restructuring payments1 31 144 854 144
Other nonrecurring payments2 221 502
Adjusted Free Cash Flow $ 3,287 $ (2,398) $ 9,507 $ (16,033)
1 Consists primarily of severance and workforce optimization payments resulting from 2023 and 2024 reductions in force.
2 Consists primarily of payments related to license fees and risk mitigation efforts.