CuriosityStream Announces Pricing of Secondary Public Offering of Common Stock
CuriosityStream, Inc. (the "Company") (NASDAQ:CURI), a leading global factual media company, has announced today the pricing of an underwritten secondary offering by a selling stockholder of 7,000,000 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), at a price to the public of $3.50 per share.
The offering is expected to close on August 14, 2025, subject to the satisfaction of customary closing conditions. The offering includes an option for the underwriters to purchase 1,050,000 additional shares within 30 days at the public offering price, less underwriting discounts and commissions.
Needham & Company and Craig-Hallum are serving as joint book-running managers for the offering. Roth Capital Partners is serving as co-manager for the offering.
The selling stockholder will receive all the net proceeds from the offering. The Company is not selling any shares of Common Stock in the offering and will not receive any proceeds from the offering.
The offering is being conducted through a shelf registration statement on Form S-3 that was declared effective on May 3, 2022. Before you invest, you should read the prospectus supplement and accompanying prospectus forming a part of that registration statement and other documents the Company has filed with the Securities and Exchange Commission ("SEC") for more complete information about the Company and the offering. Copies of the preliminary prospectus supplement and accompanying prospectus relating to the offering that has been filed with the SEC, as well as copies of the final prospectus supplement, once available, may be obtained for free on the SEC's website at www.sec.gov or from Needham & Company, LLC, 250 Park Avenue, 10th Floor, New York, NY 10177, Attn: Prospectus Department, [email protected] or by telephone at (800) 903-3268 or from Craig-Hallum Capital Group LLC, Attention: Equity Capital Markets, 323 North Washington Ave., Minneapolis, MN 55401, by telephone at (612) 334-6300 or by email at [email protected].
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Cautionary Statements Regarding Forward-Looking Information
Certain statements in this press release may be considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, including statements regarding the size, terms, conditions, timing and use of proceeds of the offering. 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 statements.
Certain of these risks are identified and discussed under "Risk Factors" in CuriosityStream's Annual Report on Form 10-K for the year ended December 31, 2024, that we filed with the Securities and Exchange Commission (the "SEC") on March 25, 2025, and in CuriosityStream's other SEC filings. These risk factors are important to consider in determining future results and should be reviewed in their entirety. Forward-looking statements are based on the current belief of the management of CuriosityStream, based on currently available information, as to the outcome and timing of future events, and involve factors, risks, and uncertainties that may cause actual results in future periods to differ materially from such statements. However, there can be no assurance that the events, results or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and CuriosityStream is not under any obligation, and expressly disclaims any obligation to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports that CuriosityStream has filed or will file from time to time with the SEC.
In addition to factors previously disclosed in CuriosityStream's reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (i) risks related to CuriosityStream's ability to maintain and develop new and existing revenue-generating relationships and partnerships or to significantly increase CuriosityStream's subscriber base and retain customers; (ii) the effects of pending and future legislation; (iii) risks of the internet, online commerce and media industry; (iv) the highly competitive nature of the internet, online commerce and media industry and CuriosityStream's ability to compete therein; (v) litigation, complaints, and/or adverse publicity; (vi) privacy and data protection laws, privacy or data breaches, or the loss of data; and (vii) the ability to license content for purposes of training generative artificial intelligence models. Readers should carefully review the statements set forth in the reports that CuriosityStream has filed or will file from time to time with the SEC.
About CuriosityStream Inc.
CuriosityStream Inc. is the entertainment brand for people who want to know more. The global media company is home to award-winning original and curated factual films, shows, and series covering science, nature, history, technology, society, and lifestyle. With millions of subscribers worldwide and thousands of titles, the company operates the flagship Curiosity Stream SVOD service, available in more than 175 countries worldwide; Curiosity Channel, the linear television channel available via global distribution partners; Curiosity University, featuring talks from the best professors at the world's most renowned universities as well as courses, short and long-form videos, and podcasts; Curiosity Now, Curiosity Explora, and other free, ad-supported channels; Curiosity Audio Network, with original content and podcasts; and Curiosity Studios, which oversees original programming. Curiosity Inc. is a wholly owned subsidiary of CuriosityStream Inc. (NASDAQ:CURI).
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CuriosityStream Investor Relations
Brett Maas
[email protected]