8-K
GAIA, INC (GAIA)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): November 03, 2025 |
|---|
GAIA, INC.
(Exact name of Registrant as Specified in Its Charter)
| Colorado | 000-27517 | 84-1113527 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 833 West South Boulder Road | ||
| Louisville, Colorado | 80027 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: (303) 222-3600 | ||
| --- |
(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<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A Common Stock | GAIA | Nasdaq Global Market |
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 2.02 Results of Operations and Financial Condition.
On November 3, 2025, Gaia, Inc. (the “Company”) issued a press release announcing results for its quarter ended September 30, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report.
In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, (the “Securities Act”)or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 5.02 Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 30, 2025 the Board of Directors (the “Board”) of Gaia, Inc. (the “Company” or “Gaia”) appointed Yonathan Nuta, age 44, as Chief Operating Officer, effective October 30, 2025. Mr. Nuta will report to Ms. Medvedich, in her role as Chief Executive Officer of Gaia. Mr. Nuta has most recently served as Chief Product Officer at Babylon.com and Fabric.io. From October 2016 through May 2021. He served as an executive at Gaia. In connection with his appointment, Mr. Nuta will receive a base salary of $425,000 and an annual target bonus of up to 100% of his annual salary, and at the sole discretion of the compensation committee of the Board (the “Compensation Committee”), a $42,000 transportation allowance for one year, and, 85,000 restricted stock units (“RSUs”) issued as a long-term incentive award under the Gaia, Inc. 2019 Long-Term Incentive Plan (the “2019 Plan”). These RSUs will vest annually over four years, 25% each year on October 30, 2026 through 2029 subject to continued employment.
On June 27, 2025, the Board appointed Kiersten Medvedich, age 53, as Gaia’s Chief Executive Officer. Ms. Medvedich’s compensation was approved by the Compensation Committee on October 30, 2025, from the compensation previously disclosed in the Company's definitive proxy statement on Schedule 14A filed with the Securities Exchange Commission on April 8, 2025. In connection with her appointment, Ms. Medvedich will receive a base salary of $450,000.
On October 29, 2025, the Board elected Kimberly Arem, age 54, to the Board, effective October 29, to fill a vacancy on the Board. Ms. Arem will serve as a director with a term expiring at the Company’s Annual Meeting of Stockholders in 2026, and until Ms. Arem’s successor shall have been duly elected and qualified, or until Ms. Arem’s earlier death, resignation, disqualification or removal. The Board determined that Ms. Arem is not an independent director pursuant to the Securities Act, and the listing standards of the Nasdaq Stock Market. Accordingly, Ms. Arem will not serve on any of the Board’s committees. Ms. Arem has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Arem is a founder and Managing Director of Gaearth, a digital company promoting music as medicine. Ms. Arem founded Gaearth in 2002 using combination of her molecular biology and professional music backgrounds. Ms. Arem is also a recording artist and creator of soundtrack for films and TV series, including several TV series for Gaia. She currently serves as President of Radiance Heath, Inc., a position she has held since February, 2015.
Ms. Arem will participate in the Company’s non-employee director compensation program. A complete description of the Company’s non-employee director compensation program is set forth in the Company’s proxy statement for the 2025 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 8, 2024 (“Information About Nominees and Continuing Directors - Board of Directors and Committees of the Board of Directors - Director Compensation”) and is incorporated herein by this reference. Ms. Arem has also entered into the Company’s standard form of indemnity agreement, which is attached as Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2014.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release issued by Gaia, Inc. on November 3, 2025. |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). |
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.
| GAIA, INC. | |||
|---|---|---|---|
| Date: | November 3, 2025 | By: | /s/ Ned Preston |
| Ned Preston, Chief Financial Officer |
EX-99.1
Gaia Reports Third Quarter 2025 Results
BOULDER, CO – November 3, 2025 - Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the third quarter ended September 30, 2025.
Highlights:
- Revenue increased 14%, compared to the prior year quarter
- Launched proprietary AI model
- Seventh consecutive quarter of positive operating and free cash flow generation
“Last October, we raised our subscription prices for most of our members by two dollars. While the losses from the price increase resulted in slower member growth, our revenue grew to a $100 million run-rate, or $25.0 million, during the third quarter, up from $22.0 million in the last year quarter,” said Jirka Rysavy, Gaia’s Chairman.
Kiersten Medvedich, Gaia’s CEO, commented: “We’re pleased to report good revenue growth this quarter. Last week’s launch of our proprietary AI Guide marks an important milestone as we invest in AI and our global community platform, key initiatives that will increase engagement across our site and content. Together, these initiatives position Gaia for a future where technology strengthens connection and enriches how our members experience Gaia.”
Gaia CFO, Ned Preston, stated: “In the third quarter of 2025, when compared to the third quarter of 2024, we delivered 14%, revenue growth, reaching a $100 million revenue run-rate. We continue to strengthen our financial position by generating positive operating and free cash flow, underscoring our disciplined approach and long-term growth. Free cash flow for the first nine months of 2025 improved by $1.4 million to $3.2 million compared to the same time frame from a year-ago.”
Third Quarter 2025 Financial Results
Revenue increased $3.0 million, or 14%, to $25.0 million, compared to $22.0 million in Q3 2024. Member count increased by 37,000 to 883,000 as of September 30, 2025, up from 846,000 from September 30, 2024. The growth was driven by organic and acquired members, plus increasing Average Revenue Per User (“ARPU”).
Gross profit increased 14% to $21.6 million from $19.0 million in Q3 2024, with gross margin improving to 86.4%, up from 86.1% in the year-ago quarter.
Net loss was $(1.2) million, or ($0.05) per share, versus $(1.2) million or ($0.05) per share, in Q3 2024.
For the third quarter, our free cash flow was $0.9 million compared to $0.1 million in the year-ago quarter, representing the seventh consecutive quarter of positive free cash flow. For the first nine months of 2025, free cash flow was $3.2 million, up from $1.8 million during the same period of last year.
Our cash position increased to $14.2 million plus unused $10.0 million credit line up from $4.4 million a year ago.
Conference Call
Date: Monday, November 3, 2025
Time: 4:30 p.m. Eastern time (2:30 p.m. Mountain time)
Toll-free dial-in number: 1-877-269-7751
International dial-in number: 1-201-389-0908
Conference ID: 13756365
Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Gateway Group at (949) 574-3860.
The conference call will be broadcast live and available for replay here and via ir.gaia.com.
A telephonic replay of the conference call will be available after 7:30 p.m. Eastern time on the same day through November 17, 2025.
Toll-free replay number: 1-844-512-2921
International replay number: 1-412-317-6671
Replay ID: 13756365
About Gaia
Gaia is a member-supported global video streaming service and community that produces and curates conscious media through four primary channels—Seeking Truth, Transformation, Alternative Healing and Yoga—in four languages (English, Spanish, French and German) to its members in 185 countries. Gaia’s library includes over 10,000 titles, over 90% of which is exclusive to Gaia, and approximately 75% of viewership is generated by content produced or owned by Gaia. Gaia is available on Apple TV, iOS, Android, Roku, Chromecast, and sold through Amazon Prime Video and Comcast Xfinity. For more information about Gaia, visit www.gaia.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact are forward looking statements that involve risks and uncertainties. When used in this discussion, we intend the words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “future,” “hope,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “strive,” “target,” “will,” “would” and similar expressions as they relate to us to identify such forward-looking statements. Our actual results could differ materially from the results anticipated in these forward-looking statements as a result of certain factors set forth under “Risk Factors” and elsewhere in our filings with the U.S. Securities and Exchange Commission, including in our Annual Report on Form 10-K for the year ended December 31, 2024. Risks and uncertainties that could cause actual results to differ include, without limitation: our ability to attract new members and retain existing members; our ability to compete effectively, including for customer engagement with different modes of entertainment; maintenance and expansion of device platforms for streaming; fluctuation in customer usage of our service; fluctuations in quarterly operating results; service disruptions; production risks; general economic conditions; future losses; loss
of key personnel; price changes; brand reputation; acquisitions; new initiatives we undertake; security and information systems; legal liability for website content; failure of third parties to provide adequate service; future internet-related taxes; our founder’s control of us; litigation; consumer trends; the effect of government regulation and programs; the impact of public health threats; and other risks and uncertainties included in our filings with the Securities and Exchange Commission. We caution you that no forward-looking statement is a guarantee of future performance, and you should not place undue reliance on these forward-looking statements which reflect our views only as of the date of this press release. We undertake no obligation to update any forward-looking information.
Non-GAAP Measures
In addition to disclosing financial results calculated in accordance with generally accepted accounting principles in the United States of America (GAAP), the financial information included in this release contains non-GAAP financial measures, including Free Cash Flow. These non-GAAP measures should not be considered a substitute for, or superior to, financial measures and results calculated in accordance with GAAP, including net income, and reconciliations to GAAP financial statements should be carefully evaluated. Free Cash Flow represents net cash provided by operating activities plus cash paid for interest payments, less cash used for capital expenditures, plus cash from non-core business activities. We believe Free Cash Flow is also useful as one of the bases for comparing the Gaia’s performance with its competitors. Although Free Cash Flow and similar measures are frequently used as measures of cash flows generated from operations by other companies, Gaia’s calculation of Free Cash Flow might not necessarily be comparable to such other similarly titled captions of other companies. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting and analyzing future periods.
Company Contact:
Ned Preston
Chief Financial Officer
Gaia, Inc.
Investors@gaia.com
Investor Relations:
Gateway Group, Inc.
Cody Slach
(949) 574-3860
GAIA@gateway-grp.com
GAIA, INC.
Condensed Consolidated Balance Sheets
| December 31, | |||||
|---|---|---|---|---|---|
| (in thousands, except share and per share data) | 2024 | ||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 14,162 | $ | 5,860 | ||
| Accounts receivable | 5,623 | 5,560 | |||
| Other receivables | — | 1,809 | |||
| Prepaid expenses and other current assets | 3,702 | 2,513 | |||
| Total current assets | 23,487 | 15,742 | |||
| Media library, net | 39,558 | 38,987 | |||
| Operating right-of-use asset, net | 4,809 | 5,454 | |||
| Property and equipment, net | 25,646 | 26,883 | |||
| Technology license, net | 14,945 | 15,550 | |||
| Investments and other assets, net | 8,666 | 6,658 | |||
| Goodwill | 33,982 | 31,943 | |||
| Total assets | 151,093 | $ | 141,217 | ||
| LIABILITIES AND EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 13,185 | $ | 12,435 | ||
| Accrued and other liabilities | 5,796 | 3,491 | |||
| Long-term debt, current portion | 5,667 | 5,801 | |||
| Operating lease liability, current portion | 884 | 839 | |||
| Deferred revenue | 19,289 | 19,268 | |||
| Total current liabilities | 44,821 | 41,834 | |||
| Operating lease liability, net of current portion | 4,203 | 4,869 | |||
| Deferred taxes, net | 526 | 501 | |||
| Total liabilities | 49,550 | 47,204 | |||
| Shareholder's equity: | |||||
| Class A common stock, 0.0001 par value, 150,000,000 shares authorized, 19,709,325 and 18,066,942 shares issued, 19,644,338 and 18,001,955 shares outstanding at September 30, 2025 and December 31, 2024, respectively | 2 | 2 | |||
| Class B common stock, 0.0001 par value, 50,000,000 shares authorized, 5,400,000 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively | 1 | 1 | |||
| Additional paid-in capital | 180,663 | 171,100 | |||
| Accumulated deficit | (94,396 | ) | (90,428 | ) | |
| Total Gaia, Inc. shareholders’ equity | 86,270 | 80,675 | |||
| Noncontrolling interests | 15,273 | 13,133 | |||
| Total equity | 101,543 | 94,013 | |||
| Total liabilities and equity | 151,093 | $ | 141,217 |
All values are in US Dollars.
Condensed Consolidated Statements of Operations (unaudited)
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except per share data) | 2025 | 2024 | 2025 | 2024 | ||||||||
| Revenues, net | $ | 24,984 | $ | 22,028 | $ | 73,456 | $ | 65,197 | ||||
| Cost of revenues | 3,410 | 3,071 | 9,629 | 9,589 | ||||||||
| Gross profit | 21,574 | 18,957 | 63,827 | 55,608 | ||||||||
| Operating expenses: | ||||||||||||
| Selling and operating | 20,578 | 18,106 | 61,233 | 53,987 | ||||||||
| Corporate, general and administration | 2,237 | 2,013 | 7,043 | 5,630 | ||||||||
| Total operating expenses | 22,815 | 20,119 | 68,276 | 59,617 | ||||||||
| Loss from operations | (1,241 | ) | (1,162 | ) | (4,449 | ) | (4,009 | ) | ||||
| Other income (expense), net | 22 | (144 | ) | 9 | (396 | ) | ||||||
| Loss before income taxes | (1,219 | ) | (1,306 | ) | (4,440 | ) | (4,405 | ) | ||||
| Income tax expense | 12 | — | 61 | — | ||||||||
| Loss from continuing operations | (1,231 | ) | (1,306 | ) | (4,501 | ) | (4,405 | ) | ||||
| (Loss) / gain from discontinued operations | (63 | ) | (194 | ) | (59 | ) | (229 | ) | ||||
| Net loss | (1,294 | ) | (1,500 | ) | (4,560 | ) | (4,634 | ) | ||||
| Net (loss) / income attributable to noncontrolling interests | (141 | ) | (308 | ) | (592 | ) | (204 | ) | ||||
| Net loss attributable to common shareholders | $ | (1,153 | ) | $ | (1,192 | ) | $ | (3,968 | ) | $ | (4,430 | ) |
| Loss per share: | ||||||||||||
| Basic | ||||||||||||
| Continuing operations (attributable to common shareholders) | $ | (0.05 | ) | $ | (0.04 | ) | $ | (0.16 | ) | $ | (0.18 | ) |
| Discontinued operations | $ | — | $ | (0.01 | ) | $ | — | $ | (0.01 | ) | ||
| Basic loss per share | $ | (0.05 | ) | $ | (0.05 | ) | $ | (0.16 | ) | $ | (0.19 | ) |
| Diluted | ||||||||||||
| Continuing operations (attributable to common shareholders) | $ | (0.05 | ) | $ | (0.04 | ) | $ | (0.16 | ) | $ | (0.18 | ) |
| Discontinued operations | $ | — | $ | (0.01 | ) | $ | — | $ | (0.01 | ) | ||
| Diluted loss per share | $ | (0.05 | ) | $ | (0.05 | ) | $ | (0.16 | ) | $ | (0.19 | ) |
| Weighted-average shares outstanding: | ||||||||||||
| Basic | 25,044 | 23,404 | 24,805 | 23,312 | ||||||||
| Diluted | 25,044 | 23,404 | 24,805 | 23,312 |
Condensed Consolidated Statements of Cash Flows (unaudited)
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||
| Net cash provided by (used in): | ||||||||||||
| Net cash provided by operating activities | $ | 326 | $ | 409 | $ | 3,908 | $ | 4,264 | ||||
| Net cash provided by (used in) investing activities | (3,927 | ) | (1,361 | ) | (6,361 | ) | (13,881 | ) | ||||
| Net cash (used in) provided by financing activities | 3,839 | (142 | ) | 10,755 | 6,216 | |||||||
| Net change in cash and cash equivalents | $ | 238 | $ | (1,094 | ) | $ | 8,302 | $ | (3,401 | ) |
Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow (unaudited)
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||
| Net cash provided by operating activities | $ | 326 | $ | 409 | $ | 3,908 | $ | 4,264 | ||||
| Cash paid for interest | 72 | 141 | 290 | 403 | ||||||||
| Net cash used for capital expenditures | (1,927 | ) | (1,361 | ) | (4,361 | ) | (3,881 | ) | ||||
| Change in cash from non-core business activities | 2,417 | 950 | 3,391 | 1,050 | ||||||||
| Free cash flow | $ | 888 | $ | 139 | $ | 3,229 | $ | 1,836 |