8-K

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

GAIA, INC.

(Exact name of Registrant as Specified in Its Charter)

(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:

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 5.02 Results of Operations and Financial Condition.

On June 22, 2023, Gaia, Inc’s. (the “Company” or “Gaia”) Board of Directors (the “Board”) appointed James Colquhoun, age 41, as Chief Operating Officer, effective June 26, 2023. Mr. Colquhoun has served as a member of the Board since May 2020 and on the audit committee of the Board (the “Audit Committee”) since April 2021. Effective June 26, 2023, Mr. Colquhoun has resigned from the Audit Committee, but will remain a member of the Board. Mr. Colquhoun founded, and since 2008 has served as the Chief Executive Officer of, Food Matters, a digital media and production company. He also founded Food Matters TV Pty Ltd (FMTV), a health and wellness SVOD (subscription video on demand) company, and served as FMTV’s Chief Executive Officer until its acquisition by Gaia in June 2019. In connection with his appointment, Mr. Colquhoun will receive a base salary of $400,000 and an annual target bonus of up to 100% of his annual salary at the sole discretion of the compensation committee of the Board (the "Compensation Committee", a relocation assistance bonus of $50,000, and 162,001 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 on March 31, 2028 subject to continued employment. In addition, Mr. Colquhoun is entitled to one month of severance for each completed year of employment with a minimum of six months in the case of termination without cause. In connection with Mr. Colquhoun’s appointment as Chief Operating Officer, the Board has appointed Keyur Patel to serve on the Audit Committee.

On June 22, 2023, the Board appointed Kiersten Medvedich, age 50, as Gaia’s President, effective June 26, 2023. Ms. Medvedich has served as Gaia’s Executive Vice President, Content since June 2020. She previously served as Senior Vice President of Content, Vice President of Content Production and Senior Director of Content Production since joining Gaia in November 2016.

On June 22, 2023, Paul Tarell resigned as Chief Financial Officer of Gaia, effective June 26, 2023. Mr. Tarell will remain an employee until August 1, 2023 to ensure a smooth transition with his replacement. Mr. Tarell is resigning to pursue another interest and his resignation was not the result of any disagreement with Gaia relating to its operations, policies or practices.

On June 22, 2023, the Board appointed Ned Preston, age 51, as Chief Financial Officer, effective June 26, 2023. Mr. Preston previously served as the Chief Financial Officer of Tive Inc. from May 2022 to September 2022. Prior to that he served as Chief Financial Officer of Motional Inc. from April 2020 until April 2022. He was Senior Vice President of Finance at PTC Inc. from November 2016 until December 2019. Prior to this he served in various senior finance roles for several Fortune 500 technology companies during his career including Akamai Technologies, Inc. and Oracle Corporation. In connection with his appointment, Mr. Preston will receive a base salary of $375,000 and an annual target bonus of up to 100% of his annual salary at the sole discretion of the Compensation Committee, a relocation assistance bonus of $50,000, and 152,439 RSUs issued as a long-term incentive award under the 2019 Plan. These RSUs will vest 50% on March 31, 2026 and 50% on March 31, 2028 subject to continued employment.

On June 26, 2023, Gaia issued a press release announcing these management team changes. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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 thereunto duly authorized.

EX-99.1

Gaia Announces Addition and Changes to Executive Team

BOULDER, CO, June 26, 2023— Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, is announcing the following addition and changes to its executive team, effective today.

Gaia has appointed James Colquhoun to the new position of Chief Operating Officer. Mr. Colquhoun has served as a member of the Gaia board of directors since May 2020. He was previously the Founder and Chief Executive Officer of Food Matters TV, a health and wellness focused online video subscription service until its acquisition by Gaia in June 2019.

Gaia also promoted Kiersten Medvedich to President. Ms. Medvedich joined Gaia in 2016 after 14 years with Sony Pictures Television. During her tenure at Gaia, she has meaningfully scaled the content team and its production capabilities, launched the GaiaSphere live event space, overseen human resources and the marketing team.

Gaia also appointed Ned Preston as Chief Financial Officer, replacing Paul Tarell, who resigned to pursue another interest. Mr. Preston previously served as the Chief Financial Officer of Tive Inc. Prior to that he served as Chief Financial Officer of Motional Inc. and in various senior finance roles for several Fortune 500 and technology companies including Akamai Technologies and Oracle Corporation. Mr. Tarell will continue as an employee until August 1, 2023, to ensure a smooth transition.

“I would like to welcome James and Ned to the team, congratulate Kiersten on her new role and thank Paul for his dedication and financial leadership over the last decade,“ said Jirka Rysavy, Gaia’s CEO. “The return to growth, strengthening of the management team and an increase in member retention rates creates a solid base for the next stage of Gaia. For the second quarter, we expect another moderate sequential increase in revenue and member counts like we delivered in the first quarter, but we are also anticipating a return to cash flow generation during the quarter.”

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 85% 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, YouTube Primetime channels 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, 2022. 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 devise platforms for steaming; 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, including the coronavirus (COVID-19) pandemic and our response to it; 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.

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