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 | 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