false 0001776909 0001776909 2022-11-15 2022-11-15 0001776909 us-gaap:CommonStockMember 2022-11-15 2022-11-15 0001776909 us-gaap:WarrantMember 2022-11-15 2022-11-15

 

 

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 earliest event reported): November 15, 2022

 

 

CuriosityStream Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39139   84-1797523

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

8484 Georgia Ave., Suite 700

Silver Spring, Maryland 20910

(Address of Principal Executive Offices, including zip code)

(301) 755-2050

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

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:

 

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 each 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously announced, on November 7, 2022, Devin Emery, the Chief Strategy Officer of CuriosityStream, Inc. (the “Company”), notified the Company of his decision to resign his position to pursue another opportunity. Mr. Emery’s resignation was effective as of the close of business on November 13, 2022.

To assist the Company with its transition, Mr. Emery will provide consulting services to the Company on an as-needed temporary basis pursuant to a Services Agreement (the “Services Agreement”), entered into on November 15, 2022, and effective November 16, 2022 through approximately May 15, 2023, with fees expected to be approximately $150,000 in total for such period. Mr. Emery will not receive retention payments or incentive compensation in connection with his ongoing consulting services. Mr. Emery will be subject to customary restrictive covenants under the Services Agreement, including covenants relating to confidentiality, non-disparagement and non-solicitation.

The foregoing summary of the Services Agreement is qualified in its entirety by reference to the terms of the Services Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01

Financial Statement and Exhibits.

(d) Exhibits

 

Exhibit
No.
  

Description

10.1    Services Agreement between Curiosity Inc. and Devin Emery, effective November 16, 2022.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

CURIOSITYSTREAM INC.   
By:  

/s/ Tia Cudahy

Name:   Tia Cudahy
Title:   Chief Operating Officer and General Counsel

Date: November 16, 2022