CuriosityStream Inc. Files 8-K on Charter Amendments

TL;DR

CURI filed an 8-K detailing charter changes and warrant terms ($11.50 strike).

AI Summary

CuriosityStream Inc. filed an 8-K on April 15, 2024, reporting changes to its Articles of Incorporation and Bylaws, as well as financial statements and exhibits. The filing details amendments related to its common stock par value and warrants, which are exercisable for one share of common stock at an exercise price of $11.50 per share. The company was formerly known as Software Acquisition Group Inc. and changed its name on May 15, 2019.

Why It Matters

This filing provides updates on the company's corporate structure and financial instruments, which could impact shareholder rights and the potential dilution from outstanding warrants.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure and does not indicate any immediate financial distress or significant operational changes.

Key Numbers

• $11.50 — Warrant Exercise Price (Price at which warrants can be exercised for common stock.)

Key Players & Entities

• CuriosityStream Inc. (company) — Issuer
• Software Acquisition Group Inc. (company) — Former company name
• April 12, 2024 (date) — Earliest event reported
• April 15, 2024 (date) — Date of report
• $11.50 (dollar_amount) — Warrant exercise price

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

Filing Documents

• curi-20240412.htm (8-K) — 28KB
• exhibit31-firstamendmentto.htm (EX-3.1) — 8KB
• 0001628280-24-016172.txt ( ) — 216KB
• curi-20240412.xsd (EX-101.SCH) — 3KB
• curi-20240412_def.xml (EX-101.DEF) — 17KB
• curi-20240412_lab.xml (EX-101.LAB) — 31KB
• curi-20240412_pre.xml (EX-101.PRE) — 18KB
• curi-20240412_htm.xml (XML) — 4KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On April 12, 2024, the Board of Directors (the "Board") of CuriosityStream Inc. (the "Company") approved an amendment (the "First Amendment") to the Company's Amended and Restated Bylaws (the "Bylaws"), effective as of the date of the Board's approval. The First Amendment modifies Section 2.4 of the Bylaws, which pertains to the quorum requirement for stockholder meetings. The First Amendment reduces the quorum requirement for stockholder meetings from a majority to one-third (1/3) of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, as permitted by Section 216 of the Delaware General Corporation Law and Nasdaq Listing Rule 5620(c). The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the First Amendment, which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.

01 Financial Statement and Exhibits

Item 9.01 Financial Statement and Exhibits. (d) Exhibits Exhibit No. Description 3.1 First Amendment to Amended and Restated Bylaws, dated April 12, 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: April 15, 2024 /s/ Tia Cudahy Tia Cudahy Chief Operating Officer and General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR