8-K

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 11, 2021

CURIOSITYSTREAM INC.

(Exact Name of Issuer as Specified in Charter)

Delaware	001-39139	84-1797523
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		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)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))
¨	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 ☒

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.

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On May 11, 2021, CuriosityStream Inc. (the “Company”) announced its financial results for the first quarter ended March 31, 2021 in a press release dated May 11, 2021. 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.

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(d) Exhibits

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Exhibit No.	Description
99.1	Press Release, dated May 11, 2021

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 11, 2021
	/s/  Tia Cudahy
	Tia Cudahy
	Chief Operating Officer and General Counsel

Exhibit 99.1

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CURIOSITYSTREAM ANNOUNCES FIRST

QUARTER 2021 FINANCIAL RESULTS

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●	Cash flow from financing activities during the first quarter of 2021 increased to $149 million, ending the quarter with $178million in cash, cash equivalents, restricted cash and available-for-sale investments
●	First quarter 2021 revenue of $9.9 million, up 33% year-over-year
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●	Increased 2021 revenue visibility from 80% to 90%
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●	Subscribers grew 28% to approximately 16 million at the end of the first quarter 2021, compared to approximately 12 millionin the first quarter of 2020
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●	Announces acquisition of One Day University, which provides access to over 500 virtual talks from top professors at 150+ UScolleges and universities
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SILVER SPRING, Md. (May 11, 2021) – CuriosityStream Inc. (NASDAQ: CURI), a global factual entertainment company, today announced its financial results for the first quarter ended March 31, 2021.

“The first quarter of 2021 kicks off a strong start to the year,” said Clint Stinchcomb, President & CEO. “We’ve never been in a better position at the beginning of the year, with $178 million in cash and investments, 80% growth in direct subscribers and 90% visibility into 2021 revenue. Today, we’re expanding our factual content proposition and business opportunities with the acquisition of One Day University, an engaging, inspiring and entertaining service that provides consumers access to hundreds of talks and lectures from the best professors in the United States.”

First Quarter 2021 Financial Results

●	Revenue of $9.9 million, up from $7.5 million in<br>the first quarter of 2020;
●	Total paying subscribers approximately 16 million, up 28% year-over-year;
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●	Gross margin of 58% compared to 64% in the first quarter of 2020;
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●	Net loss of $(18.8) million compared to net loss of $(11.8) million in the first quarter of 2020;
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●	EBITDA of $(15.1) million compared to EBITDA of $(12.0) million in the first quarter of 2020.
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First Quarter 2021 Business Highlights

●	Announced the acquisition of One Day University, which expands our factual content proposition and provides us with proprietary, highly<br>differentiated and complementary SVOD programming for our Direct services;
●	Premiered ANCIENT YELLOWSTONE, NATURE THROUGH HER EYES, ANCIENT ENGINEERING, LEGENDS OF SPEEDand BREAKTHROUGH: PERSEVERANCE ROVER COUNTDOWN TO IMPACT**;**
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●	Grew subscribers while maintaining low single-digit churn;
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●	Cash flow from financing activities increased to $149 million, including approximately $94 million from our follow-on equity offering<br>and $55 million from the exercise of warrants.
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Financial Outlook

For the full year 2021, CuriosityStream continues to expect the following:

●	Revenue of at least $71 million, or 80% year-over-year growth

Conference Call Information

CuriosityStream will host a Q&A conference call today to discuss the Company's Q1 2021 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 (833) 979-2849 or International at (236) 714-2925 and reference conference ID# 4361649. An audio replay of the conference call will be available for two weeks following the call and available on the CuriosityStream Investor Relations website at https://investors.curiositystream.com.

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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 and the information under the heading “Financial Outlook” in this press release. 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, 2020, filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2021, as amended by the amended Annual Report on Form 10-K/A, filed with the SEC on May 7, 2021, and in CuriosityStream’s other SEC filings. These risk factors will be 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 condensed consolidated statement of operations, which is prepared in accordance with GAAP, we present EBITDA in this press release. Our use of non-GAAP financial measures 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 this non-GAAP financial measure 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. This measure provides consistency and comparability with past financial performance, facilitates period-to-period comparisons of core operating results, and also facilitates comparisons with other peer companies, many of which use similar non-GAAP financial measures to supplement their GAAP results. In addition, EBITDA is widely used by investors and securities analysts to measure a company’s operating performance. We exclude the following items from one or more of our non-GAAP financial measures: other income (expense), income taxes, depreciation and amortization, and loss on change in fair value on warrants.

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 EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements, and (2) 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. The non-GAAP measure 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 measures has been provided in the financial statement tables included in this press release and investors are encouraged to review the reconciliation.

About CuriosityStream

Launched by media visionary John Hendricks, CuriosityStream is one of the world’s leading global factual streaming services and media companies. Our documentary series and features cover every topic from space exploration to adventure to the secret life of pets, empowering viewers of all ages to fuel their passions and explore new ones. With thousands of titles, many in Ultra HD 4K, including exclusive originals, CuriosityStream features stunning visuals and unrivaled storytelling to demystify science, nature, history, technology, society, and lifestyle. CuriosityStream programming is available worldwide to watch on TV, desktop, mobile and tablets. Find us on Roku, Apple TV Channels and Apple TV, Xbox One, Amazon Fire TV, Google Chromecast, iOS and Android, as well as Amazon Prime Video Channels, YouTube TV, Sling TV, DISH, Comcast Xfinity on Demand, Cox Communications, Altice USA, Suddenlink, T- Mobile, Frndly TV, Vidgo, Sony, LG, Samsung and VIZIO smart TVs, Liberty Global, Com Hem, Tata Sky, MultiChoice, StarHub TV, Totalplay, Millicom, Okko, Gazprom and other global distribution partners and platforms. For more information, visit CuriosityStream.com.

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Contacts:

CuriosityStream Communications

Ashley Huston

Ashley.Huston@CuriosityStream.com

CuriosityStream Investor Relations

Denise Garcia

IR@CuriosityStream.com

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CuriosityStream Inc.
Consolidated Balance Sheets
(in thousands, except par value)
			December 31,
---	---	---	---	---	---
			2020
	(unaudited)
Assets
Current assets
Cash and cash equivalents	11,839		$	11,203
Restricted cash	6,181			6,181
Short-term investments	84,679			22,171
Accounts receivable	6,951			7,222
Other current assets	5,199			4,467
Total current assets	114,849			51,244
Investments	75,351			2,825
Property and equipment, net	1,259			1,346
Content assets, net	39,220			32,926
Other assets	267			254
Total assets	230,946		$	88,595
Liabilities and stockholders' equity (deficit)
Current liabilities
Current content liabilities	3,504		$	2,116
Accounts payable	6,056			3,577
Accrued expenses and other liabilities	2,335			3,313
Deferred revenue	16,848			12,678
Total current liabilities	28,743			21,684
Warrant liability	24,629			20,843
Non-current deferred rent liability	1,231			1,027
Other liabilities	117			67
Total liabilities	54,720			43,621
Stockholders' equity (deficit)
Preferred stock, 0.0001 par value – 1,000 shares authorized at March 31, 2021 and December 31, 2020; zero shares issued and outstanding as of March 31, 2021 and December 31, 2020	-			-
Common stock, 0.0001 par value – 125,000 shares authorized at March 31, 2021 and December 31, 2020; 52,549 shares issued and outstanding at March 31, 2021; 40,289 shares issued and 39,542 shares outstanding as of December 31, 2020	5			4
Additional paid-in capital	347,967			197,507
Accumulated other comprehensive income (loss)	(444	)		10
Accumulated deficit	(171,302	)		(152,547	)
Total stockholders' equity (deficit)	176,226			44,974
Total liabilities and stockholders' equity (deficit)	230,946		$	88,595

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 March 31,
---	---	---	---	---	---	---
	2021			2020
Revenues	$	9,936		$	7,467
Operating expenses
Cost of revenues		4,158			2,666
Advertising and marketing		12,248			12,705
General and administrative		8,733			4,184
		25,139			19,555
Operating loss		(15,203	)		(12,088	)
Other income (expense)
Change in fair value of warrant liability		(3,786	)		-
Interest and other income		260			332
Loss before income taxes		(18,729	)		(11,756	)
Provision for income taxes		26			37
Net loss	$	(18,755	)	$	(11,793	)
Less preferred dividends and accretion of
issuance costs		-			(4,237	)
Net loss attributable to common stockholders	$	(18,755	)	$	(16,030	)
Net loss per share attributable to common stockholders
Basic and diluted	$	(0.39	)	$	(1.22	)
Weighted average number of common shares outstanding
Basic and diluted		48,071			13,165
CuriosityStream Inc.
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Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
	For the three months ended March 31,
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	2021			2020
Cash flows from operating activities
Net loss	$	(18,755	)	$	(11,793	)
Adjustments to reconcile net loss
to net cash used in operating activities
Change in fair value of warrant liability		3,786			-
Additions to content assets		(9,040	)		(7,741	)
Change in content liabilities		1,388			(1,076	)
Amortization of content assets		2,746			1,538
Amortization, depreciation and accretion		261			118
Stock-based compensation		2,323			326
Changes in operating assets and liabilities
Accounts receivable		300			(743	)
Other assets		(1,221	)		(162	)
Accounts payable		2,177			(3,125	)
Accrued expenses and other liabilities		(775	)		(1,087	)
Deferred revenue		4,220			1,437
Net cash used in operating activities		(12,590	)		(22,308	)
Cash flows from investing activities
Purchases of property and equipment		-			(194	)
Sales of investments		3,011			20,719
Maturities of investments		2,980			7,000
Purchase of investments		(141,644	)		(2,000	)
Net cash (used in) provided by investing activities		(135,653	)		25,525
Cash flows from financing activities
Exercise of stock options		293			-
Exercise of warrants		54,898			-
Proceeds from issuance of Common Stock		94,101			-
Payment of offering costs		(413	)		-
Borrowings on line of credit		-			1,000
Net cash provided by financing activities		148,879			1,000
Net increase (decrease) in cash, cash equivalents and restricted cash		636			4,217
Cash, cash equivalents and restricted cash, beginning of period		17,384			8,819
Cash, cash equivalents and restricted cash, end of period	$	18,020		$	13,036
Supplemental schedule of non-cash financing activities:
Preferred dividends and accretion of issuance costs	$	-		$	4,237
Supplemental disclosure:
Interest payments	$	-		$	1
Cash paid for taxes	$	2		$	114
Reconciliation of GAAP Financial Metrics to Non-GAAP
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(in thousands)
(unaudited)
Reconciliation of Net Loss to EBITDA
	For the three months ended March 31,
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	2021			2020
Net loss		(18,755	)		(11,793	)
Change in fair value of warrant liability		3,786			-
Interest and other income		(260	)		(332	)
Provision for Income taxes		26			37
Depreciation and amortization		84			84
EBITDA	$	(15,119	)	$	(12,004	)