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): August 14, 2023

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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<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  ☒

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.  ☐

Item 2.02	Results of Operations and Financial Condition.

On August 14, 2023, CuriosityStream Inc. (the “Company”) announced its financial results for the second quarter ended June 30, 2023 in a press release dated August 14, 2023. 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 9.01	Financial Statement and Exhibits.

(d) Exhibits

Exhibit<br>No.	Description
99.1	Press Release, dated August 14, 2023
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: August 14, 2023
	/s/ Tia Cudahy
	Tia Cudahy
	Chief Operating Officer and General Counsel

EX-99.1

Exhibit 99.1

CURIOSITYSTREAM ANNOUNCES

SECOND QUARTER 2023 FINANCIAL RESULTS

SILVER SPRING, Md. (August 14, 2023) – CuriosityStream Inc. (NASDAQ: CURI), a global factual entertainment company, today announced its financial results for the second quarter ended June 30, 2023.

“Our second quarter results exceeded the midpoints of our guidance ranges as we returned the business to sequential revenue growth and delivered a third straight quarter of sequential Adjusted Free Cash Flow improvement,” said Clint Stinchcomb, President & CEO. “Looking ahead, we expect to continue our path toward positive Adjusted Free Cash Flow as we expand our content partnerships globally and as we continue to roll out our pricing increase to new direct subscribers and existing subscribers as they come up for renewal over the next year. Specifically, we entered into several new licensing relationships in the UK, Europe and the Middle East in the second quarter, demonstrating the global interest in Curiosity’s premium factual content. Further, we believe that our direct subscriber base, content library, multi-year partner agreements, strong cash position, public equity currency and lack of debt are uniquely favorable attributes that provide us with a firm foundation and exceptional flexibility.”

Second Quarter 2023 Financial Results

•	Revenue of $14.1 million, compared to $22.3 million in the second quarter of 2022;<br>
•	Gross profit of $4.2 million, compared to $9.4 million in the second quarter of 2022;<br>
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•	Total advertising and marketing and general and administrative expenses of $12.2 million, a 44%<br>year-over-year reduction;
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•	Net loss of $(9.9) million, compared to net loss of $(16.0) million in the second quarter of 2022;<br>
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•	Net cash used in operating activities of $(4.3) million, compared to net cash used in operating activities of<br>$(5.9) million in the second quarter of 2022;
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•	Adjusted Free Cash Flow of $(4.3) million, compared to Adjusted Free Cash Flow of $(6.0) million in the second<br>quarter of 2022;
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•	Adjusted EBITDA of $(6.5) million, compared to Adjusted EBITDA of $(10.6) million in the second quarter of 2022;<br>and
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•	Cash and restricted cash balance of $44.8 million and no debt as of June 30, 2023.<br>
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Second Quarter 2023 Business Highlights

•	Signed new content licensing agreements with several partners during the quarter;
•	Entered into new advertising and sponsorship agreements with several companies, including one of the world’s<br>largest pharmaceutical companies; and
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•	Continued to ramp-up release of groundbreaking original series and specials slated for 2023 with premieres of:<br>“Lift the Ice,” a 6-part series exploring the surprising secrets emerging from our planet’s melting cryosphere; “GIANTS,” a 5-part search for the largest creatures alive today and the biggest that<br>have roamed our planet; “Attack of the Zombie Fungus,” an in-depth look at the real science behind the HBO hit series “The Last of Us;” “War Gamers,” a 6-part docudrama about a group<br>of British women who helped defeat the Nazis in the Battle of the Atlantic; “Unearthed: Ancient Murder Mysteries,” a 6-part journey back in time to solve some of history’s most notorious cold-cases; and “TheReal Wild West*,”* a 4-part exploration of the unheralded Black and Hispanic cowboys, female homesteaders, immigrants and Native Americans who settled and continue to shape the American West.
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Financial Outlook

CuriosityStream expects the following for the third quarter of 2023:

•	Revenue within the range of $13.5 - $15.5 million
•	Adjusted Free Cash Flow within the range of $(5.5) - $(3.5) million
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Conference Call Information

CuriosityStream will host a Q&A conference call today to discuss the Company’s Q2 2023 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, 2022, that we filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2023, 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 limited operating history; (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.

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.

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 and intangible assets, and stock-based compensation. Adjusted Free Cash Flow is calculated as net cash flow used in operating activities less purchases of property and equipment.

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 over 25 million total paying 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 Now, a free, ad-supported channel; Curiosity Audio Network, featuring original content and podcasts; and Curiosity Studios, which oversees original programming. Curiosity Inc. also owns and operates One Day University, which provides access to engaging talks and lectures from leading university and college professors in the United States. Curiosity Inc. is a wholly owned subsidiary of CuriosityStream Inc. (Nasdaq: CURI). For more information, visit CuriosityStream.com.

Contacts:

CuriosityStream Investor Relations

DeniseGarcia

IR@CuriosityStream.com

CuriosityStream Inc.

Consolidated Balance Sheets

(in thousands, except par value)

			December 31,
			2022
Assets
Current assets
Cash and cash equivalents	44,337		$	40,007
Restricted cash	500			500
Short-term investments in debt securities	—			14,986
Accounts receivable, net	9,087			10,899
Other current assets	1,679			3,118
Total current assets	55,603			69,510
Investments in equity method investees	9,303			10,766
Property and equipment, net	911			1,094
Content assets, net	63,288			68,502
Operating lease<br>right-of-use assets	3,564			3,702
Other assets	448			539
Total assets	133,117		$	154,113
Liabilities and stockholders’ equity (deficit)
Current liabilities
Content liabilities	1,750		$	2,862
Accounts payable	6,407			6,065
Accrued expenses and other liabilities	4,173			7,752
Deferred revenue	12,876			14,281
Total current liabilities	25,206			30,960
Warrant liability	147			257
Non-current operating lease liabilities	4,470			4,648
Other liabilities	668			622
Total liabilities	30,491			36,487
Stockholders’ equity (deficit)
Common stock, 0.0001 par value – 125,000 shares authorized as of June 30, 2023 and<br>December 31, 2022; 53,026 shares issued and outstanding as of June 30, 2023; 52,853 shares issued and outstanding as of December 31, 2022	5			5
Additional paid-in capital	361,392			358,760
Accumulated other comprehensive loss	—			(40	)
Accumulated deficit	(258,771	)		(241,099	)
Total stockholders’ equity (deficit)	102,626			117,626
Total liabilities and stockholders’ equity (deficit)	133,117		$	154,113

All values are in US Dollars.

CuriosityStream Inc.

Consolidated Statements of Operations

(in thousands, except for per share data)

(unaudited)

	For the three months ended<br>June 30,						For the six months ended<br>June 30,
	2023			2022			2023			2022
Revenues	$	14,097		$	22,348		$	26,484		$	39,975
Operating expenses
Cost of revenues		9,933			12,988			18,934			24,838
Advertising and marketing		4,203			11,208			7,318			25,976
General and administrative		7,980			10,603			16,039			21,106
Impairment of goodwill and intangible assets		—			3,603			—			3,603
		22,116			38,402			42,291			75,523
Operating loss		(8,019	)		(16,054	)		(15,807	)		(35,548	)
Change in fair value of warrant liability		184			478			110			4,338
Interest and other income (expense)		437			(29	)		825			(86	)
Equity method investment loss		(2,235	)		(316	)		(2,454	)		(472	)
Loss before income taxes		(9,633	)		(15,921	)		(17,326	)		(31,768	)
Provision for income taxes		288			56			346			101
Net loss	$	(9,921	)	$	(15,977	)	$	(17,672	)	$	(31,869	)
Net loss per share
Basic	$	(0.19	)	$	(0.30	)	$	(0.33	)	$	(0.60	)
Diluted	$	(0.19	)	$	(0.30	)	$	(0.33	)	$	(0.60	)
Weighted average number of common shares outstanding
Basic		53,006			52,775			52,978			52,762
Diluted		53,006			52,775			52,978			52,762

CuriosityStream Inc.

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	For the six months ended June 30,
	2023			2022
Cash flows from operating activities
Net loss	$	(17,672	)	$	(31,869	)
Adjustments to reconcile net loss to net cash used in operating activities
Change in fair value of warrant liability		(110	)		(4,338	)
Additions to content assets		(7,103	)		(25,303	)
Change in content liabilities		(1,112	)		(3,708	)
Amortization of content assets		12,317			19,130
Depreciation and amortization expenses		249			441
Impairment of goodwill and intangible assets		—			3,603
Amortization of premiums and accretion of discounts associated with investments in debt<br>securities, net		26			758
Stock-based compensation		2,689			3,382
Equity method investment loss		2,454			472
Other non-cash items		243			211
Changes in operating assets and liabilities
Accounts receivable		1,812			11,893
Other assets		1,464			4,040
Accounts payable		(645	)		6,146
Accrued expenses and other liabilities		(3,862	)		(2,850	)
Deferred revenue		(1,358	)		(157	)
Net cash used in operating activities		(10,608	)		(18,149	)
Cash flows from investing activities
Purchases of property and equipment		(5	)		(120	)
Investment in equity method investees		—			(1,625	)
Sales of investments in debt securities		—			2,893
Maturities of investments in debt securities		15,000			24,373
Purchases of investments in debt securities		—			(1,497	)
Net cash provided by investing activities		14,995			24,024
Cash flows from financing activities
Payments related to tax withholding		(57	)		(161	)
Net cash used in financing activities		(57	)		(161	)
Net increase in cash, cash equivalents and restricted cash		4,330			5,714
Cash, cash equivalents and restricted cash, beginning of period		40,507			17,547
Cash, cash equivalents and restricted cash, end of period	$	44,837		$	23,261
Supplemental disclosure:
Cash paid for taxes	$	25		$	398
Cash paid for operating leases	$	269		$	219
Right-of-use<br>assets obtained in exchange for new operating lease liabilities	$	—		$	3,965

CuriosityStream Inc.

Reconciliation from Net Loss to Adjusted EBITDA

(in thousands)

(unaudited)

	For the three months ended June 30,						For the six months ended June 30,
	2023			2022			2023			2022
Net loss	$	(9,921	)	$	(15,977	)	$	(17,672	)	$	(31,869	)
Change in fair value of warrant liability		(184	)		(478	)		(110	)		(4,338	)
Interest and other (income) expense		(437	)		29			(825	)		86
Provision for Income taxes		288			56			346			101
Equity method investment loss		2,235			316			2,454			472
Depreciation and amortization		122			231			249			440
Impairment of goodwill and intangible assets		—			3,603			—			3,603
Stock-based compensation		1,422			1,594			2,689			3,382
Adjusted EBITDA	$	(6,475	)	$	(10,626	)	$	(12,869	)	$	(28,123	)

CuriosityStream Inc.

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

(in thousands)

(unaudited)

	For the three months ended<br>June 30,						For the six months ended<br>June 30,
	2023			2022			2023			2022
Net cash flow used in operating activities	$	(4,300	)	$	(5,862	)	$	(10,608	)	$	(18,149	)
Purchases of property and equipment		—			(98	)		(5	)		(120	)
Adjusted Free Cash Flow	$	(4,300	)	$	(5,960	)	$	(10,613	)	$	(18,269	)