UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, 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):  February 5, 2025

GAIA, INC.
(Exact name of registrant as specified in its charter)


Colorado
000-27517
84-1113527
(State or other jurisdiction
of incorporation)
(Commission file number)
(IRS Employer
Identification No.)

833 West South Boulder Road
Louisville, Colorado 80027
(Address of principal executive offices)

(303) 222-3600
(Registrant’s telephone number, including area code)

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
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 February 5, 2025, Gaia, Inc. (the “Company”) filed a preliminary prospectus supplement (the “Preliminary Prospectus Supplement”) to its effective shelf registration statement on Form S-3 (No. 333-283767) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an underwritten public offering (the “Offering”) of shares of the Company’s Class A common stock. The Preliminary Prospectus Supplement contains certain preliminary unaudited estimated financial results for the fourth quarter and fiscal year ended December 31, 2024. Such preliminary unaudited estimated results are furnished in the excerpt from the Preliminary Prospectus Supplement attached hereto as Exhibit 99.1.

Item 7.01.
Regulation FD Disclosure.

A copy of the press release announcing the launch of the Offering is included herewith as Exhibit 99.2 and is incorporated by reference.

The information in Items 2.02 and 7.01 and in Exhibits 99.1 and 99.2 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01.
Other Events.

As part of the Company’s ongoing efforts to enhance its corporate governance by increasing the representation of independent directors on the Company’s Board of Directors (the “Board”), the Board informed James Colquhoun that it does not intend to nominate him at the Company’s 2025 annual meeting of shareholders (the “2025 Annual Meeting”). Mr. Colquhoun will continue to serve as a member of the Board until the 2025 Annual Meeting.

Mr. Colquhoun will continue to serve as Chief Executive Officer of the Company following the 2025 Annual Meeting. Additionally, the Board has invited Mr. Colquhoun to remain as a non-voting Board observer following the 2025 Annual Meeting. In this capacity, Mr. Colquhoun will continue to attend Board meetings and receive Board materials, but will not have voting rights or be counted for quorum purposes.

The Board intends to nominate Robert Grant as an independent director for election to the Board at the 2025 Annual Meeting to serve for a term to expire at the next annual meeting of shareholders. Mr. Grant will be included as a nominee for election by the shareholders in the Company’s proxy statement for the 2025 Annual Meeting.

Item 9.01.
Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit No.
Description
Excerpt from Preliminary Prospectus Supplement, dated February 5, 2025.
Press Release, issued by the Company on February 5, 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: February 5, 2025
/s/ Ned Preston
 
Name:
Ned Preston
 
Title:
Chief Financial Officer
Exhibit 99.1

Preliminary Fourth Quarter and Full Year 2024 Financial Information

Set forth below is certain preliminary financial information that has been prepared by our management and should not be viewed as a substitute for full financial statements prepared in accordance with GAAP. Our independent registered public accounting firm has not audited, reviewed or performed any procedures with respect to this preliminary financial data or the accounting treatment thereof and does not express an opinion or any other form of assurance with respect thereto. We expect to complete our interim financial statements for the three months and year ended December 31, 2024 subsequent to the completion of this offering. While we are currently unaware of any items that would require us to make adjustments to the financial information set forth below, it is possible that we or our independent registered public accounting firm may identify such items as we complete our interim financial statements and any resulting changes could be material. Accordingly, undue reliance should not be placed on these preliminary results. These preliminary results are not necessarily indicative of any future period and should be read together with “Risk Factors,” “Forward-Looking Statements,” and our consolidated financial statements and related notes incorporated by reference in the registration statement of which this prospectus supplement forms a part. Free Cash Flow is a supplemental measure that is not calculated and presented in accordance with GAAP. See “—Reconciliation of GAAP to Non-GAAP Financial Measures” for a definition of Free Cash Flow. You will not have an opportunity to review the reviewed financial statements as of and for the three months and year ended December 31, 2024 prior to making an investment decision with respect to the shares of Class A common stock offered hereby.

Our revenue is expected to be approximately $24.4 million and $90.4 million for the three months and year ended December 31, 2024, as compared to $20.7 million and $80.4 million of revenue for the three months and year ended December 31, 2023. Our gross profit is expected to be approximately $21.6 million and $77.8 million for the three months and year ended December 31, 2024, as compared to $17.7 million and $68.8 million for the three months and year ended December 31, 2023. Gross profit margin is expected to be approximately 88% and 86% for the three months and year ended December 31, 2024, as compared to 85.4% and 85.5% for the three months and year ended December 31, 2023. Our cash contribution margin for the year ended December 31, 2024 is expected to be approximately 93% and we continued our net cash flow generation in the three months and year ended December 31, 2024 with Free Cash Flow of $0.6 million and $2.7 million, as compared to Free Cash Flow of $(1.7) million and $(1.3) million for the three months and year ended December 31, 2023.

Reconciliation of GAAP to Non-GAAP Financial Measures

To supplement our preliminary financial information presented on a GAAP basis, we use free cash flow, a non-GAAP financial measure. We define free cash flow as net cash provided by operating activities less interest payments, capital expenditures, and penalty payments. We believe that both management and investors benefit from referring to this non-GAAP financial measure in assessing our performance because it excludes certain financial and capital structure items that we do not believe directly reflect our core operations and may not be indicative of our recurring operations. This non-GAAP measure should not be considered a substitute for, or superior to, other financial measures and results calculated in accordance with GAAP, including operating cash flow, and reconciliations to GAAP financial statements should be carefully evaluated. Free cash flow may not be comparable to similarly titled measures provided by other companies due to potential differences in methods of calculations. As a result of the foregoing considerations, investors are cautioned not to place undue reliance on this preliminary financial information.

A reconciliation of Free Cash Flow to net cash provided by operating activities, which is the most directly comparable U.S. GAAP measure is as follows:

Reconciliation of Net Cash Provided By Operating Activities to Free Cash Flow
            
   
For the Year Ended
  
(in thousands)
  
December 31, 2024
    
December 31, 2023
  
Net Cash (used in) provided by operating activities
  
$
6,906
    
$
5,870
  
Cash paid for interest
    
586
      
481
  
Net cash used in investing activities
    
(14,981
)
    
(5,282
)
Change in cash from non-core business activities
    
10,225
      
(2,376
)
Free cash flow
  
$
2,736
    
$
(1,307
)

   
For the Three Months Ended
  
(in thousands)
  
December 31, 2024
    
December 31, 2023
  
Net Cash (used in) provided by operating activities
  
$
2,642
    
$
3,125
  
Cash paid for interest
    
183
      
87
  
Net cash used in investing activities
    
(1,100
)
    
(2,307
)
Change in cash from non-core business activities
    
(1,123
)
    
(2,589
)
Free cash flow
  
$
602
    
$
(1,684
)

Exhibit 99.2


Gaia Announces Proposed Underwritten Offering of Common Stock

BOULDER, CO, February 5, 2025 -- Gaia, Inc. (NASDAQ: GAIA) (“Gaia” or the “Company”), a conscious media and community company, announced today that it intends to offer and sell shares of its Class A common stock in an underwritten public offering.

Gaia expects to grant the underwriters a 45-day option to purchase additional shares of Class A common stock sold in the offering. The offering is subject to market and other conditions, and there can be no assurance as to whether or when such offering may be completed, or as to the actual size or terms of such offering.

The Company intends to use the net proceeds from the offering primarily for, but not limited to, enhancements of our AI (Artificial Intelligence) capabilities, the development of the Gaia Community project, and for general corporate purposes.

Roth Capital Partners and Lake Street Capital Markets are acting as joint book-running managers for this offering.

A shelf registration statement on Form S-3 (File No. 333-283767) relating to the shares of Class A common stock to be issued in the proposed offering was previously filed with the Securities and Exchange Commission (the “SEC”) and is currently effective. A preliminary prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC. The shares of Class A common stock may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the securities being offered may be obtained, when available, from Roth Capital Partners, LLC, 888 San Clemente, Suite 400, Newport Beach, CA 92660, by telephone at (800) 678-9147 or by email at rothecm@roth.com. Electronic copies of the preliminary prospectus supplement and accompanying prospectus will also be available on the SEC’s website at www.sec.gov.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the shares of Class A common stock, nor will there be any sale of the shares of Class A common stock in any state or other jurisdiction in which such offer, solicitation or sale is not permitted.

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 88% 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.

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 SEC, including in our Annual Report on Form 10-K for the year ended December 31, 2023. 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; our ability to remediate the material weaknesses in our internal control over financial reporting and technical accounting; and other risks and uncertainties included in our filings with the SEC. 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.

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