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): January 20, 2021
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.
On January 20, 2021, the Board of Directors (the “Board”) of CuriosityStream Inc. (the “Company”) appointed Mr. Andrew Hendricks to serve as a Class I Director of the Company until the annual meeting of stockholders in 2021. Mr. Hendricks will also serve as a member of the Compensation Committee of the Board and the Nominating and Corporate Governance Committee of the Board.
There are no transactions involving the Company and Mr. Hendricks that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
The Board also approved the grant of 3,595 restricted stock units to Mr. Hendricks under the Company’s 2020 Omnibus Incentive Plan. The restricted stock units will vest on December 31, 2021, subject to his continued service on the Board through such date. The restricted stock units are subject to the terms and conditions of the Omnibus Incentive Plan and a restricted stock unit agreement, a form of which was previously filed by the Company as Exhibit 10.2 to Form 8-K on November 5, 2020.
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: January 22, 2021
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