CURI

MKT CAP $165MP/E 278.0DIV YIELD —FCF YIELD 3.26%REV TTM $76M +24.9%NET INCOME $24KNET CASH —52W 2.35 – 4.91SEC XBRL · TTM TO Invalid Date

How CURI rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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Subscriptions may also be impacted by our business relationships with our MVPDs, vMVPDs or other affiliates.
If we do not grow as expected, we may not be able to adjust our expenditures or increase our per-user revenues, including by adjusting subscription pricing, commensurate with the lowered growth rate, such that our margins, liquidity and results of operations may be adversely impacted, and our ability to operate at a net loss may be strained.
If consumers do not perceive our service offering to be of value, including if we introduce new or adjust existing features, adjust pricing or service offerings or change the mix of or our investment into our content in a manner that is not favorably received by them, we may not be able to attract and retain users, and accordingly, our revenue, including revenue per paying subscription, and result of operations may be adversely affected.
Since our inception, we have incurred significant operating losses, and as of December 31, 2025, we had an accumulated deficit of $335.8 million.
We incurred net losses of $12.9 million and $6.4 million for the years ended December 31, 2024 and December 31, 2025, respectively.
Given the significant operating expenditures associated with our business plan, we anticipate continuing to incur net losses for the foreseeable future.
Even though we generated positive cash flow from operations for the years ended December 31, 2024 and December 31, 2025, this represents a relatively recent trend for the Company, and we cannot assure you that we will sustain or increase positive cash flow in future periods.
Our ability to maintain and enhance liquidity remains subject to significant uncertainty.
If our acquisitions do not yield expected returns, we may be required to take charges to our operating results based on this impairment assessment process.
Our content is primarily in the English language with subtitling or dubbing in Spanish, Mandarin, Russian, Swedish, German, Dutch, Danish, Finnish, Norwegian, Slovenian and French in parts of our library and the world where demand exists and we have the language version rights.
To improve operational efficiency and reduce the significant costs traditionally associated with studio-based localization, we are increasingly exploring and testing Artificial Intelligence (“AI”) solutions for subtitling and dubbing.
While we believe these emerging technologies may offer a more scalable path for future international expansion, they may not yet meet our quality standards or achieve broad audience acceptance.
If our transition to AI-driven localization results in lower-quality content or fails to resonate with international subscribers, our brand reputation and global growth strategies could be adversely affected.
The CuriosityStream brand is only eleven years old, and we must continue to build a strong brand identity.
We may incur non-cash impairment charges for our content assets and other intangible assets and equity method investments which would negatively impact our business, financial condition and operating results.
We regularly review our long-lived assets, including our content assets and other finite-lived intangible assets for impairment.
We license certain content for purposes including training generative artificial intelligence (“AI”) models.
We are in the early stages of these content licensing efforts, and the market for training content for AI models is new and evolving rapidly.
There is no assurance that we will be able to sustain revenues from these efforts.
In [2024 / 2025], we began licensing video and audio content to meet the demand for premium video and audio assets required for training next-gen AI models.
We are only in the early stages of these content licensing efforts and we may not be able to grow these efforts into a sustainable business.
Licensing content for AI training purposes is a new and developing business model without an established track record, which makes it difficult to evaluate the future prospects and the risks and challenges we may encounter in seeking to execute and expand on this opportunity.
AI developers may locate or develop alternative sources of training content that are available on more favorable commercial terms.
The intellectual property ownership, license rights, and other legal rights, including copyright, of generative AI software and tools have not been fully interpreted by U.S. or foreign courts or been fully addressed by legislation, and AI developers may take advantage of this uncertainty to train models on public, unlicensed data.
Additionally, demand for AI models may not develop or may be limited by regulation or other factors, which could reduce the value of our content that is licensed for AI training purposes and we may be unable to secure new training licenses and our existing training licenses may not be renewed or may be renewed on less favorable terms.
Our reliance on non-cash barter transactions to acquire content and generate revenue may not be sustainable and subjects us to valuation and liquidity risks.
We frequently engage in non-monetary trade and barter transactions where we license titles from our content library to media counterparties in exchange for new programming or advertising services.
During 2025, we experienced a significant increase in the volume and total value of these non-cash transactions compared to prior periods.
The continued success of this model is highly dependent on consistent market demand for our existing library of factual content.
If the perceived value of our content assets to third-party partners declines, we may be unable to secure high-quality programming through these exchanges.
Furthermore, we record barter revenue based on the estimated fair value of the assets or services received.
These estimates involve significant management judgment, and any downward revision in the value of acquired content could lead to future impairments.
Finally, while these transactions allow us to expand our library while preserving liquidity, they do not generate the cash inflows necessary to fund our ongoing operations, debt service, or future cash-based content acquisitions.
An over-reliance on non-cash revenue could negatively impact our overall cash flow position and financial flexibility.
For example, as of December 31, 2025, approximately 75% of the titles on our CuriosityStream SVOD service were subject to licenses, approximately 18% of which expire in 2026 and approximately 17% of which expire in 2027.
Of the titles that expire in 2026 and 2027, some may be renewed for a one- or two-year term at our unilateral option.
While historically we have experienced negative operating cash flows, in 2024 and 2025, we achieved positive net cash flow from operating activities.
As of December 31, 2025, we had $0.4 million of total content liabilities as reflected in our consolidated balance sheet.
In addition to the risks that we face in the U.S., our international operations involve risks that could adversely affect our business, including: • new and different sources of competition; • different and more stringent user protection, data protection, privacy and other laws, including data localization requirements; • adverse tax consequences such as those related to changes in tax laws or tax rates or their interpretations, and the related application of judgment in determining our global provision for income taxes, deferred tax assets or liabilities or other tax liabilities given the ultimate tax determination is uncertain; • different or more onerous or costly rights society collection royalties and charges; • the need to adapt our content and user interfaces for specific cultural and language differences, including in-licensing a certain portion of our content assets before we have developed a full appreciation for its performance within a given territory; • difficulties in complying with territorial licenses; • difficulties and costs associated with staffing and managing foreign operations; • management distraction; • political or social unrest, global hostilities and economic instability, including the ongoing military operations in Iran, escalating tensions in the Middle East, the Israel-Hamas war, as well as the military invasion of Ukraine by Russian forces and the economic sanctions imposed by the U.S. and other nations on Russia, Belarus and certain Russian organizations and individuals; • compliance with U.S. laws such as the Foreign Corrupt Practices Act, export controls and economic sanctions, and local laws prohibiting corrupt payments to government officials; • difficulties in understanding and complying with local laws, regulations and customs in foreign jurisdictions; • regulatory requirements or government action against our service, whether in response to enforcement of actual or purported legal and regulatory requirements or otherwise, that results in disruption or non-availability of our service or particular content in the applicable jurisdiction; • foreign intellectual property laws, such as the EU copyright directive, or changes to such laws, which may be less favorable than U.S. law and, among other issues, may impact the economics of creating or distributing content, anti-piracy efforts, or our ability to protect or exploit intellectual property rights; • fluctuations in currency exchange rates, which have and may continue to impact revenues and expenses of our international operations and expose us to foreign currency exchange rate risk, which we do not currently hedge against but may do so in the future; • profit repatriation and other restrictions on the transfer of funds; • differing payment processing systems as well as consumer use and acceptance of electronic payment methods, such as payment cards; • censorship requirements that cause us to remove or edit content or make other accommodations that lead to consumer disappointment or dissatisfaction with our service; • low usage and/or penetration of internet-connected consumer electronic devices; • availability of reliable broadband connectivity and wide area networks in targeted areas for expansion; • integration and operational challenges as well as potential unknown liabilities in connection with companies we may acquire or control; • differing, and often more lenient, laws and consumer understanding/attitudes regarding the illegality of piracy; • negative impacts from trade disputes; and • implementation of regulations designed to stimulate the local production of film and television series in order to promote and preserve local culture and economic activity, including local content quotas, investment obligations, and levies to support local film funds.
The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Since our Common Stock is listed on Nasdaq, they are covered securities.

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Membership may also be impacted by our business relationships with our MVPDs, vMVPDs or other affiliates.
If we do not grow as expected, we may not be able to adjust our expenditures or increase our per-user revenues, including by adjusting membership pricing, commensurate with the lowered growth rate, such that our margins, liquidity and results of operations may be adversely impacted, and our ability to operate at a net loss may be strained.
If consumers do not perceive our service offering to be of value, including if we introduce new or adjust existing features, adjust pricing or service offerings or change the mix of or our investment into our content in a manner that is not favorably received by them, we may not be able to attract and retain users, and accordingly, our revenue, including revenue per paying membership, and result of operations may be adversely affected.
Since our inception, we have incurred significant operating losses, and as of December 31, 2024, we had an accumulated deficit of $308.4 million.
Given the significant operating and capital expenditures associated with our business plan, we anticipate continuing to incur net losses for the foreseeable future.
Even though we generated positive cash flow from operations for the year ended December 31, 2024, this is the first instance of such positive cash flow, and we cannot assure you that we will sustain or increase positive cash flow in future periods.
We incurred a net loss of $12.9 million for the year ended December 31, 2024, and despite this year's positive cash flow, our ability to maintain and enhance cash flows is uncertain.
To achieve and sustain profitability, we must accomplish numerous objectives, including broadening and stabilizing our sources of revenue, increasing the number of paying subscribers to our service and increasing the price subscribers pay to access our service.
Accomplishing these objectives will require significant rationalization of costs.
We cannot assure you that we will be able to achieve these objectives.
In addition, if we do not have sufficient breadth and depth of content necessary to satisfy increased demand arising from growth in our user base, our user satisfaction may be adversely affected.
If our acquisitions do not yield expected returns, we may be required to take charges to our operating results based on this impairment assessment process, as was the case in 2022 and 2023.
Our content is primarily in the English language with subtitling or dubbing in Spanish, Mandarin, Russian, Swedish, German, Dutch, Danish, Finnish, Norwegian and Slovenian in parts of our library and the world where demand exists and we have the language version rights.
From August 2021 through the end of 2023, we included access to Nebula's SVOD service as a part of a combined CuriosityStream / Watch Nebula subscription offer and as part of our Smart Bundle subscription package.
On September 26, 2023, Nebula provided us with a notice of non-renewal, which resulted in Nebula's SVOD service leaving our platform, including our Smart Bundle package.
We have shared a number of subscribers with Nebula during the term of this relationship.
Since terminating this agreement, we have experienced a decline in the number of subscribers and are at risk of further churn from those subscribers who may only wish to access the Nebula service directly following the expiration of their CuriosityStream/Watch Nebula or Smart Bundle subscription.
The CuriosityStream brand is only ten years old, and we must continue to build a strong brand identity.
We may incur non-cash impairment charges for our content assets, goodwill and other intangible assets and equity method investments which would negatively impact our business, financial condition and operating results.
We regularly review our long-lived assets, including our content assets, goodwill and other finite-lived intangible assets for impairment.
Goodwill is subject to impairment review on an annual basis and whenever potential impairment indicators are present.
We test goodwill for impairment at least annually, or more frequently if indicators of impairment exist, and other finite-lived intangible assets whenever events or changes in circumstances indicate that the varying value of the assets may not be recoverable.
Impairment may result from, among other indicators, a decline in the share price of the Common Stock or market capitalization and negative industry or economic trends.
As a result of a sustained decrease in our share price during the second quarter of 2022, we concluded that a triggering event had occurred, conducted impairment testing of our goodwill balance and recognized an impairment charge to goodwill.
Also during the second quarter of 2022, we determined that impairment indicators existed with respect to certain of our finite-lived intangible assets.
As a result, we performed an impairment test by comparing the carrying values of the intangible assets to their respective fair values, which were determined based on forecasted future cash flows.
As a result of this impairment test, we recorded an impairment charge to those finite-lived intangible assets during the second quarter of 2022.
As a result of this impairment analysis of content assets, we recorded an impairment during the third quarter of 2023.
For example, as of December 31, 2024, approximately 73% of the titles on our CuriosityStream SVOD service were subject to licenses, approximately 49% of which expire in 2025 and approximately 13% of which expire in 2026.
Of the titles that expire in 2025 and 2026, some may be renewed for a one- or two-year term at our unilateral option.
While historically we have experienced negative operating cash flows, in 2024 we achieved positive net cash flow from operating activities.
As of December 31, 2024, we had $0.3 million of total content liabilities as reflected in our consolidated balance sheet.
In addition to the risks that we face in the U.S., our international operations involve risks that could adversely affect our business, including: • new and different sources of competition; • different and more stringent user protection, data protection, privacy and other laws, including data localization requirements; • adverse tax consequences such as those related to changes in tax laws or tax rates or their interpretations, and the related application of judgment in determining our global provision for income taxes, deferred tax assets or liabilities or other tax liabilities given the ultimate tax determination is uncertain; • different or more onerous or costly rights society collection royalties and charges; • the need to adapt our content and user interfaces for specific cultural and language differences, including in-licensing a certain portion of our content assets before we have developed a full appreciation for its performance within a given territory; • difficulties in complying with territorial licenses; • difficulties and costs associated with staffing and managing foreign operations; • management distraction; • political or social unrest, global hostilities and economic instability, including the Israel-Hamas war, as well as the military invasion of Ukraine by Russian forces and the economic sanctions imposed by the U.S. and other nations on Russia, Belarus and certain Russian organizations and individuals; • compliance with U.S. laws such as the Foreign Corrupt Practices Act, export controls and economic sanctions, and local laws prohibiting corrupt payments to government officials; • difficulties in understanding and complying with local laws, regulations and customs in foreign jurisdictions; • regulatory requirements or government action against our service, whether in response to enforcement of actual or purported legal and regulatory requirements or otherwise, that results in disruption or non-availability of our service or particular content in the applicable jurisdiction; • foreign intellectual property laws, such as the EU copyright directive, or changes to such laws, which may be less favorable than U.S. law and, among other issues, may impact the economics of creating or distributing content, anti-piracy efforts, or our ability to protect or exploit intellectual property rights; • fluctuations in currency exchange rates, which have and may continue to impact revenues and expenses of our international operations and expose us to foreign currency exchange rate risk, which we do not currently hedge against but may do so in the future; • profit repatriation and other restrictions on the transfer of funds; • differing payment processing systems as well as consumer use and acceptance of electronic payment methods, such as payment cards; • censorship requirements that cause us to remove or edit content or make other accommodations that lead to consumer disappointment or dissatisfaction with our service; • low usage and/or penetration of internet-connected consumer electronic devices; • availability of reliable broadband connectivity and wide area networks in targeted areas for expansion; • integration and operational challenges as well as potential unknown liabilities in connection with companies we may acquire or control; • differing, and often more lenient, laws and consumer understanding/attitudes regarding the illegality of piracy; • negative impacts from trade disputes; and • implementation of regulations designed to stimulate the local production of film and television series in order to promote and preserve local culture and economic activity, including local content quotas, investment obligations, and levies to support local film funds.
Our Common Stock and Warrants are listed on NASDAQ.
On September 19, 2023, we received written notice from the Nasdaq Stock Market, LLC (“Nasdaq”) indicating that we were not in compliance with the $1.00 minimum bid price requirement for the continued listing on the Nasdaq Capital Market (the "Bid Price Rule").
On March 19, 2024, we received written notification from the Listing Qualifications Department of Nasdaq, granting our request for a 180-day extension to regain compliance with the minimum bid price rule.
On April 19, 2024, we received a letter from Nasdaq notifying us that it had determined that for the 10 consecutive business day period from April 5, 2024, to April 18, 2024, the closing bid price of the Company’s Common Stock had been at $1.00 per share or greater and that, accordingly, we had regained compliance with the Bid Price Rule and that the matter was closed.
The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Since our Common Stock and Warrants are listed on NASDAQ, they are covered securities.
A total of 7,725,000 shares of our Common Stock were reserved for issuance under our Omnibus Incentive Plan at inception.
We are an “emerging growth company,” and the reduced disclosure requirements applicable to emerging growth companies may make our Common Stock less attractive to investors.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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