10-Q

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

(MARK ONE)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission file

number: 001-39139

CURIOSITYSTREAM INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		84-1797523
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

8484 Georgia Ave., Suite 700

Silver Spring, Maryland 20910

(Address of principal executive offices)

(301)

755-2050

(Issuer’s telephone number)

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

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in

Rule 12b-2

of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☐ No ☒

As of August 1

, 2023, there were

53,031,186

shares of Common Stock of the registrant issued and outstanding.

CURIOSITYSTREAM INC.

FORM 10-Q FOR THE QUARTER ENDED June 30, 2023

TABLE OF CONTENTS


	Page
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets		1
Consolidated Statements of Operations		2
Consolidated Statements of Comprehensive Loss		3
Consolidated Statements of Stockholders’ Equity		4
Consolidated Statements of Cash Flows		5
Notes to Unaudited Consolidated Financial Statements		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		27
Item 4. Controls and Procedures		27
Part II. Other Information
Item 1. Legal Proceedings		28
Item 1A. Risk Factors		28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		28
Item 3. Defaults Upon Senior Securities		28
Item 4. Mine Safety Disclosures		28
Item 5. Other Information		29
Item 6. Exhibits		29
Part III. Signatures		30

CuriosityStream Inc.

Consolidated Balance sheets

(in thousands, except par value)


	June 30, 2023			December 31, 2022
	(unaudited)
Assets

Current assets
Cash and cash equivalents	$	44,337		$	40,007
Restricted cash		500			500
Short-term investments in debt securities		—			14,986
Accounts receivable		9,087			10,899
Other current assets		1,679			3,118

Total current assets		55,603			69,510

Investments in equity method investees		9,303			10,766
Property and equipment, net		911			1,094
Content assets, net		63,288			68,502
Operating lease right-of-use assets		3,564			3,702
Other assets		448			539

Total assets	$	133,117		$	154,113

Liabilities and stockholders’ equity (deficit)

Current liabilities
Content liabilities	$	1,750		$	2,862
Accounts payable		6,407			6,065
Accrued expenses and other liabilities		4,173			7,752
Deferred revenue		12,876			14,281

Total current liabilities		25,206			30,960

Warrant liability		147			257
Non-current operating lease liabilities		4,470			4,648
Other liabilities		668			622

Total liabilities		30,491			36,487

Stockholders’ equity (deficit)
Common stock, $0.0001 par value – 125,000 shares authorized as of June 30, 2023 and December 31, 2022; 53,026 shares issued and outstanding as of June 30, 2023; 52,853 issued and outstanding as of December 31, 2022		5			5
Additional paid-in capital		361,392			358,760
Accumulated other comprehensive loss		—			(40	)
Accumulated deficit		(258,771	)		(241,099	)

Total stockholders’ equity (deficit)		102,626			117,626

Total liabilities and stockholders’ equity (deficit)	$	133,117		$	154,113

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

CuriosityStream Inc.

Consolidated Statements of Operations

(in thousands, except for per share data)

(unaudited)


	For the three months ended June 30,						For the six months ended June 30,
	2023			2022			2023			2022
Revenues	$	14,097		$	22,348		$	26,484		$	39,975

Operating expenses
Cost of revenues		9,933			12,988			18,934			24,838
Advertising and marketing		4,203			11,208			7,318			25,976
General and administrative		7,980			10,603			16,039			21,106
Impairment of goodwill and intangible assets		—			3,603			—			3,603

		22,116			38,402			42,291			75,523

Operating loss		(8,019	)		(16,054	)		(15,807	)		(35,548	)

Change in fair value of warrant liability		184			478			110			4,338
Interest and other income (expense)		437			(29	)		825			(86	)
Equity method investment loss		(2,235	)		(316	)		(2,454	)		(472	)

Loss before income taxes		(9,633	)		(15,921	)		(17,326	)		(31,768	)
Provision for income taxes		288			56			346			101

Net loss	$	(9,921	)	$	(15,977	)	$	(17,672	)	$	(31,869	)

Net loss per share
Basic	$	(0.19	)	$	(0.30	)	$	(0.33	)	$	(0.60	)
Diluted	$	(0.19	)	$	(0.30	)	$	(0.33	)	$	(0.60	)
Weighted average number of common shares outstanding
Basic		53,006			52,775			52,978			52,762
Diluted		53,006			52,775			52,978			52,762

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

CuriosityStream Inc.

Consolidated Statements of Comprehensive Loss

(in thousands)

(unaudited)


	For the three months ended June 30,						For the six months ended June 30,
	2023			2022			2023			2022
Net loss	$	(9,921	)	$	(15,977	)	$	(17,672	)	$	(31,869	)
Other comprehensive income (loss)
Unrealized gain (loss) on available for sale securities		—			3			40			(230	)

Total comprehensive loss	$	(9,921	)	$	(15,974	)	$	(17,632	)	$	(32,099	)

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

CuriosityStream Inc.

Consolidated Statements of Stockholders’ Equity

(in thousands)

(unaudited)


	Common Stock				Preferred Stock				Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit			Total Stockholders’ Equity (Deficit)
	Shares		Amount		Shares		Amount		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit			Total Stockholders’ Equity (Deficit)
Balance at March 31, 2023		52,961	$	5		—	$	—	$	360,002	$	—	$	(248,850	)	$	111,157
Net loss		—		—		—		—		—		—		(9,921	)		(9,921	)

SEC Form 10-Q filed by CuriosityStream Inc.