UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of Principal Executive Offices, including zip code)
(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 | ||
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 8.01 | Other Events. |
On December 16, 2022, each of John Hendricks, the founder and Chairman of the board of directors of CuriosityStream Inc. (the “Company”), and Hendricks Factual Media LLC (“HFM”), for which Mr. Hendricks serves as president, adopted a pre-arranged stock trading plan (the “10b5-1 Plan”) designed to comply with and intended to satisfy the affirmative defense conditions of Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, which permits persons to enter into a pre-arranged plan for buying or selling Company stock at a time when such person is not in possession of material, nonpublic information about the Company. Each 10b5-1 Plan, executed during the Company’s most recent open trading window period and in compliance with the Company’s insider trading policy, allows for shares to be sold on the open market at prevailing market prices, subject to certain specified limit prices, until April 5, 2024, at which time each 10b5-1 Plan will terminate. The aggregate number of shares of Company stock to be sold under both 10b5-1 Plans is 2,000,000 shares, which is less than 9% of the shares for which Mr. Hendricks is a beneficial owner.
Mr. Hendricks and HFM entered into their respective 10b5-1 Plans for tax planning purposes. In accordance with Rule 10b5-1, neither Mr. Hendricks nor HFM will have any discretion over the sales of shares of common stock under the 10b5-1 Plans. The transactions under the 10b5-1 Plans will be disclosed publicly through appropriate filings with the Securities and Exchange Commission.
Except as may be required by law, the Company does not undertake to report on specific Rule 10b5-1 pre-planned stock trading plans of Company officers or directors, nor to report modifications or terminations of the aforementioned 10b5-1 Plans or the plans of any other individual.
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: December 19, 2022