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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): December 1, 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 8.01

Other Events.

On December 1, 2022, Mike Nikzad, a member of the board of directors of CuriosityStream Inc. (the “Company”), adopted a pre-arranged stock trading plan (the “10b5-1 Plan”) designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, which permits persons to enter into a pre-arranged plan for buying or selling Company stock at a time when such person is not in possession of material, nonpublic information about the Company. The 10b5-1 Plan, executed during the Company’s current open trading window period and in compliance with the Company’s insider trading policy, allows for shares to be sold on the open market at prevailing market prices, subject to certain specified limit prices, until December 1, 2023, at which time the 10b5-1 Plan will terminate.

Mr. Nikzad entered into the 10b5-1 Plan as a part of his personal long-term financial and tax planning strategies. In accordance with Rule 10b5-1, Mr. Nikzad will have no discretion over the sales of his shares of common stock under the 10b5-1 Plan. The transactions under the 10b5-1 Plans will be disclosed publicly through appropriate filings with the Securities and Exchange Commission.

Except as may be required by law, the Company does not undertake to report on specific Rule 10b5-1 pre-planned stock trading plans of Company officers or directors, nor to report modifications or terminations of the aforementioned 10b5-1 Plan or the plans of any other individual.


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: December 6, 2022