8-K - GAIA - Equibles

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): June 9, 2020

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<br>Number)	(IRS Employer<br>Identification No.)
833 West South Boulder Road, Louisville, CO 80027-2452
(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 (see General Instruction A.2. below):

☐ 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 June 9, 2020, Gaia issued a press release providing a business update including confirming that it would begin generating earnings and free cash flow starting July 1, 2020 as planned. It also provided an update that it expects to have 655,000 paying members as of the quarter ended June 30, 2020. 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 Registrant’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01	Financial Statements and Exhibits.
Exhibit No.	Description of Exhibit
---	---
99.1	Press Release issued by Gaia on June 9, 2020
104	Cover Page Interactive Data File

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.

By: /s/ Paul Tarell Name: Paul Tarell Title: Chief Financial Officer

Date: June 10, 2020

gaia-ex991_6.htm

Exhibit 99.1

Gaia Confirms Positive Earnings and Free Cash Flow on Plan for July 1

BOULDER, CO, June 9, 2020 — Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, is providing a business update given the easing of stay-at-home orders that began in mid-March.

In its earnings release on April 27^th^, Gaia noted that the unprecedented times brought on by COVID-19 were benefitting its business. With stay-at-home orders relaxing and the gradual reopening of the economy beginning, the company is providing an update on the continued execution of its business plan, including:

▪	Surpassed key member milestone that will support generating positive earnings and cash flows beginning July 1^st^ as planned.
▪	Executed contract renewals with remaining third-party distribution partners, reconfirming and solidifying the relationship with each partner while providing revenue and cash flow visibility.
---	---
▪	Expecting approximately 655,000 paying members as of June 30^th^, representing a 50,000 net member increase for the quarter, ahead of the company’s expectation.
---	---

“The momentum we saw in member additions in April continued through May despite stay-at-home orders relaxing,” said Paul Tarell, Gaia’s CFO. “With this momentum and continued discipline on spend management, we have crossed the threshold needed to generate earnings and cash flows in the third quarter as planned.”

Gaia plans to report its second quarter 2020 earnings results in early August.

About Gaia

Gaia is a global video streaming service and community that provides curated conscious media in four primary channels—Seeking Truth, Transformation, Alternative Healing and Yoga—to its subscribers in 185 countries with approximately 8,000 titles. Over 90% of its library is exclusive to Gaia, and approximately 80% of the views are generated by content produced or owned by Gaia. For more information about Gaia, visit www.gaia.com.

Forward-Looking Statements

This press release includes forward-looking statements relating to matters that are not historical facts. Forward-looking statements may be identified by the use of words such as “expect,” “believe,” “will,” or comparable terminology or by discussions of strategy. While Gaia believes its assumptions and expectations underlying forward-looking statements are reasonable, there can be no assurance that actual results will not be materially different. Risks and uncertainties that could cause materially different results include, among others, operating losses, general economic conditions, competition, changing consumer preferences, acquisitions, new initiatives we undertake, costs of acquiring new subscribers, subscriber retention rates, and other risks and uncertainties included in Gaia’s filings with the Securities and Exchange Commission. Gaia assumes no duty to update any forward-looking statements.

Contacts

Paul Tarell

Gaia, Inc.

(303) 222-3330

Paul.Tarell@gaia.com

Cody Slach

Gateway Investor Relations

(949) 574-3860

GAIA@gatewayir.com