CuriosityStream Inc. Files 8-K on Financials & Listing Status

TL;DR

CURI 8-K filed - potential delisting warning, check financials.

AI Summary

CuriosityStream Inc. filed an 8-K on March 21, 2024, reporting on events as of March 19, 2024. The filing includes information on Results of Operations and Financial Condition, a Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard, and Other Events. The company, formerly Software Acquisition Group Inc., is incorporated in Delaware with its principal office in Silver Spring, MD.

Why It Matters

This 8-K filing is important as it signals potential issues with CuriosityStream's continued listing on an exchange, which could impact its stock price and investor confidence.

Risk Assessment

Risk Level: high — The filing explicitly mentions a 'Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard,' indicating significant risk to the company's exchange listing.

Key Players & Entities

• CuriosityStream Inc. (company) — Issuer
• Software Acquisition Group Inc. (company) — Former Company Name
• March 19, 2024 (date) — Earliest event reported date
• March 21, 2024 (date) — Filing date
• Silver Spring, MD (location) — Company Business Address

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 CURI NASDAQ Warrants, each exercisable
• $11.50 — of Common stock at an exercise price of $11.50 per share CURIW NASDAQ Indicate by ch
• $1.00 — ness days, had closed below the minimum $1.00 per share and, as a result, the Company
• $1.00 m — Company was not in compliance with the $1.00 minimum bid price requirement for the con
• $0.025 — ny declare a quarterly cash dividend of $0.025 per share of the Company's Common Stock

Filing Documents

• curi-20240319.htm (8-K) — 36KB
• fy4q23pressreleasecuri-202.htm (EX-99.1) — 191KB
• 0001628280-24-012315.txt ( ) — 421KB
• curi-20240319.xsd (EX-101.SCH) — 3KB
• curi-20240319_def.xml (EX-101.DEF) — 16KB
• curi-20240319_lab.xml (EX-101.LAB) — 30KB
• curi-20240319_pre.xml (EX-101.PRE) — 17KB
• curi-20240319_htm.xml (XML) — 4KB

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On March 20, 2024, CuriosityStream Inc. (the "Company") announced its financial results for the fourth quarter and full year ended December 31, 2023, in a press release dated March 20, 2024 (the "Press Release"). 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.

01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously reported, on September 19, 2023, the Company received written notice (the "Notice") from the Nasdaq Stock Market, LLC ("Nasdaq") indicating that the bid price for the Company's common stock (the "Common Stock"), for the last 31 consecutive business days, had closed below the minimum $1.00 per share and, as a result, the Company was not in compliance with the $1.00 minimum bid price requirement for the continued listing on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the "Bid Price Rule"). On March 19, 2024, the Company received written notification from the Listing Qualifications Department of Nasdaq, granting the Company's request for a 180-day extension to regain compliance the Bid Price Rule. The Company now has until September 16, 2024, to meet the requirement. If at any time prior to September 16, 2024, the bid price of the Company's Common Stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, the Company will regain compliance with the Bid Price Rule. If the Company does not regain compliance with the Bid Price Rule during the additional 180-day extension, Nasdaq will provide written notification to the Company that its Common Stock will be delisted. At that time, the Company may appeal the relevant delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules. However, there can be no assurance that, if the Company does appeal the delisting determination by Nasdaq to the hearings panel, that such appeal would be successful. Nasdaq's extension notice has no immediate effect on the listing or trading of the Company's Common Stock, which will continue to trade on the Nasdaq Capital Market under the symbol "CURI". The Company intends to actively monitor the closing bid price of its Common Stock and may, if appropriat

01 Other Events

Item 8.01 Other Events. On March 20, 2024, the Company announced in the Press Release that the Company's Board of Directors approved that the Company declare a quarterly cash dividend of $0.025 per share of the Company's Common Stock payable on April 30, 2024, to stockholders of record on April 12, 2024. Cautionary Statements Regarding Forward-Looking Information Certain statements in this Current Report on Form 8-K 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, plans to pay regular dividends, consumers' valuation of factual content, the Company's ability to regain compliance with the Bid Price Rule and the Company's continued success. 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

01 Financial Statement and Exhibits

Item 9.01 Financial Statement and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release, dated March 20, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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: March 20, 2024 /s/ Tia Cudahy Tia Cudahy Chief Operating Officer and General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR