GAIA / Gaia, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Gaia Reports Second Quarter 2025 Results

Gaia Reports Second Quarter 2025 Results BOULDER, CO – August 11, 2025 - Gaia, Inc.

FORM 8-K Item 9.01 Financial Statements and Exhibits.

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): August 11, 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)

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-27517 GAIA, INC. (Exact na

FORM 8-K Item 1.01 Entry into a Material Definitive Agreement. Item 9.01 Financial Statements and Exhibits.

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): July 29, 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) (

Second Amendment to Credit and Security Agreement, dated as of July 29, 2025, among Gaia, Inc., the subsidiary guarantors party thereto, and KeyBank National Association.

EXHIBIT 10.1 SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT This SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Second Amendment”) is entered into on July 29, 2025 (the “Second Amendment Effective Date”) by and among, GAIA, INC., a Colorado corporation (the “Borrower”), FMI LLC, a Colorado limited liability company (“FMI”), GAIA INTERNATIONAL, INC., a Colorado corporation (“Gaia Inter

Gaia Appoints Sony Pictures Television Veteran Kiersten Medvedich as Its First Female CEO

Exhibit 99.1 Gaia Appoints Sony Pictures Television Veteran Kiersten Medvedich as Its First Female CEO Boulder, CO – June 30, 2025 – Gaia (NASDAQ: GAIA) – the world’s largest streaming and community platform dedicated to, personal transformation, health, wellness, and spirituality – today announced the appointment of Kiersten Medvedich as the company’s first female Chief Executive Officer, effecti

FORM 8-K Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Item 9.01 Financial Statements and Exhibits.

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 26, 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) (

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

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): May 8, 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) (IR

Gaia Reports First Quarter 2025 Results

Gaia Reports First Quarter 2025 Results BOULDER, CO – May 12, 2025 - Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the first quarter and ended March 31, 2025. Highlights: • Fifth consecutive quarter of double digit increases in revenue (12% year over-year-growth in Q1) • Gross profit increased 15% and EPS improved 20% year over year • Continued

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-27517 GAIA, INC. (Exact n

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

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): May 12, 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) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

Revenue grew 18% for the Fourth Quarter 2024

Revenue grew 18% for the Fourth Quarter 2024 BOULDER, CO – March 10, 2025 - Gaia, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 10, 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)

Insider Trading Policy of Gaia, Inc.

Exhibit 19 Securities Trading Windows and Insider Trading Policy Revised and Effective November 20, 2023 For your reference, set forth below are Gaia’s policies regarding the buying, selling or pledging of Gaia stock by Gaia, members of its Board of Directors or employees.

List of Gaia, Inc. Subsidiaries (filed herewith).

Exhibit 21.1 GAIA, INC. SUBSIDIARIES Subsidiaries State or Country of Incorporation or Registration Boulder Road, LLC State of Colorado Gaia International, Inc. State of Colorado Gaia Studios, Inc. State of Colorado Yoga International, LLC Commonwealth of Pennsylvania Igniton, Inc. State of Colorado All subsidiaries are 100% owned by Gaia, Inc., except for Igniton, Inc. which is 71% owned by Gaia,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

ao6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 000-27517 GAIA, INC.

Gaia Announces Preliminary Fourth Quarter and Full Year 2024 Results and Sets Conference Call for Monday, March 10, 2025, at 4:30 p.m. ET

Gaia Announces Preliminary Fourth Quarter and Full Year 2024 Results and Sets Conference Call for Monday, March 10, 2025, at 4:30 p.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 24, 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 Numbe

UNDERWRITING AGREEMENT

Exhibit 1.1 Execution Version UNDERWRITING AGREEMENT February 5, 2025 Roth Capital Partners, LLC As Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement c/o Roth Capital Partners, LLC 57 W 57th Street, 16th Floor New York, NY 10019 Ladies and Gentlemen: Introduction. Gaia, Inc., a Colorado corporation (the “Company”), proposes to sell, pursuant to the terms

Gaia Announces Pricing of Underwritten Offering of $8.0 Million of Common Stock

Exhibit 99.1 Gaia Announces Pricing of Underwritten Offering of $8.0 Million of Common Stock BOULDER, CO, February 6, 2025 - Gaia, Inc. (NASDAQ: GAIA) (“Gaia” or the “Company”), a conscious media and community company, announced today that it has priced its underwritten public offering of 1,600,000 shares of its Class A common stock at a public offering price of $5.00 per share. The Company expect

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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

Gaia Announces Closing of Underwritten Offering of $8.0 Million of Common Stock

Exhibit 99.2 Gaia Announces Closing of Underwritten Offering of $8.0 Million of Common Stock BOULDER, CO, February 7, 2025 - Gaia, Inc. (NASDAQ: GAIA) (“Gaia” or the “Company”), a conscious media and community company, announced today the closing of its previously announced underwritten public offering of 1,600,000 shares of its Class A common stock at a price to the public of $5.00 per share. Net

Gaia, Inc. 1,600,000 Shares Class A Common Stock

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-283767   PROSPECTUS SUPPLEMENT (To Prospectus dated December 20, 2024)   Gaia, Inc.   1,600,000 Shares   Class A Common Stock We are offering 1,600,000 shares of our Class A common stock, par value $0.0001 per share, as described in this prospectus supplement and the accompanying prospectus to certain existing investors and ot

This preliminary prospectus supplement and the accompanying prospectus relate to an effective registration statement under the Securities Act of 1933, as amended, but the information in this prospectus supplement is not complete and may be changed. T

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-283767 This preliminary prospectus supplement and the accompanying prospectus relate to an effective registration statement under the Securities Act of 1933, as amended, but the information in this prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus a

For the Year Ended

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 res

Gaia Announces Proposed Underwritten Offering of Common Stock

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

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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

GAIA, INC. 833 West South Boulder Road Louisville, CO 80027 December 18, 2024

GAIA, INC. 833 West South Boulder Road Louisville, CO 80027 December 18, 2024 VIA EDGAR Correspondence United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Ms. Rebekah Reed Re: Acceleration of Effective Date Gaia, Inc. Registration Statement on Form S‑3 (File No. 333-283767) Ladies and Gentlemen: Pursuant to Rule 461 unde

Calculation of Filing Fee Tables Form S-3 (Form Type) GAIA, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Am

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) GAIA, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forwar

As filed with the Securities and Exchange Commission on December 12, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 12, 2024 Registration No.

Gaia Reports Third Quarter 2024 Results

Gaia Reports Third Quarter 2024 Results BOULDER, CO – November 4, 2024 - Gaia, Inc.

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-27517 GAIA, INC. (Exa

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 4, 2024 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

Gaia, Inc. | 833 W. South Boulder Road Louisville, CO 80027 | 303-222-3600 | Gaia.com

September 25, 2024 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F. Street, N.E. Washington, D.C. 20549-9303 Attention: Mr. Scott Stringer Mr. Joel Parker Mr. Tyler Howes Mr. James Lopez Re: Gaia, Inc. Form 10-K for the Fiscal Year ended December 31, 2023 Filed March 29, 2024 File No. 000-27517 Dear Mr. Stringer, Mr. Parker, Mr. Ho

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-27517 GAIA, INC. (Exact na

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 5, 2024 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)

Gaia Reports Second Quarter 2024 Results

Gaia Reports Second Quarter 2024 Results BOULDER, CO – August 5, 2024 - Gaia, Inc.

Gaia, Inc. 2,108,334 Shares Class A common stock

TABLE OF CONTENTS Filed pursuant to Rule 424(b)(3) Registration No. 333-280271 PROSPECTUS   Gaia, Inc.   2,108,334 Shares Class A common stock This prospectus relates to the proposed resale or other disposition by the selling shareholders identified in this prospectus (collectively, the “Benefiting Shareholders”) of up to 2,108,334 shares (the “Resale Shares”) of Class A common stock par value $0.

GAIA, INC. 833 West South Boulder Road Louisville, CO 80027 June 27, 2024

GAIA, INC. 833 West South Boulder Road Louisville, CO 80027 June 27, 2024 VIA EDGAR Correspondence United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Ms. Rebekah Reed Re: Acceleration of Effective Date Gaia, Inc. Registration Statement on Form S‑1 (File No. 333-280271) Ladies and Gentlemen: Pursuant to Rule 461 under th

OPTION AGREEMENT

Exhibit 10.13 OPTION AGREEMENT This Option Agreement (this “Agreement”), dated as of April 18, 2024, is entered into by and among Gaia, Inc., a Colorado corporation (the “Company”), and the investors named on the signature pages hereto (individually, an “Investor” and, collectively, the “Investors”). WHEREAS, the Investors, severally and not jointly, are considering the proposed purchase (the “Pro

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.14 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 18th day of April, 2024 by and among Gaia, Inc., a Colorado corporation (the “Company”), and the “Investors” named in that certain Option Agreement by and among the Company and the Investors (the “Option Agreement”). Capitalized terms used herein have the respective

Calculation of Filing Fee Tables Form S-1 (Form Type) GAIA, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Am

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) GAIA, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forwar

As filed with the Securities and Exchange Commission on June 17, 2024.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 17, 2024.

PRE-FUNDED COMMON STOCK PURCHASE WARRANT GAIA, InC.

Exhibit 10.15 PRE-FUNDED COMMON STOCK PURCHASE WARRANT GAIA, InC. Warrant Shares: [●] Issue Date: [●] Initial Exercise Date: [●] THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●]. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after t

Articles of Amendment to the Amended and Restated Articles of Incorporation of Gaia, Inc., effective May 20, 2024 (incorporated by reference to Exhibit 3.1 of Gaia’s Form 8-K filed May 21, 2024).

Exhibit 3.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

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): May 20, 2024 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) (I

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-27517 GAIA, INC. (Exact n

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 6, 2024 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) (IR

Gaia Reports First Quarter 2024 Results

Ex-99.1 Gaia Reports First Quarter 2024 Results BOULDER, CO - May 6, 2024 - Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the first quarter ended March 31, 2024. Highlights: • Operating cash flows for the first quarter improved by $5.2 million from the year-ago quarter. • Fourth consecutive quarter of positive free cash flow. • Highest single qu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ Defi

GAIA / Gaia, Inc. / Koller Capital LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GAIA, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 36269P104 (CUSIP Number) January 5, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fil

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 27, 2024 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)

Gaia, Inc. NasdaqGM: GAIA FQ4 2023 Earnings Call Transcripts Wednesday, March 27, 2024 8:30 PM GMT

Exhibit 99.1 Gaia, Inc. NasdaqGM: GAIA FQ4 2023 Earnings Call Transcripts Wednesday, March 27, 2024 8:30 PM GMT Call Participants: EXECUTIVES James Colquhoun CEO & Director Jirka Rysavy Founder & Executive Chairman Ned Preston Chief Financial Officer ANALYSTS Mark Nicholas Argento Lake Street Capital Markets, LLC, Research Division Thierry Joseph Wuilloud Water Tower Research LLC Presentation: Ope

Gaia, Inc. Compensation Recovery Policy, adopted November 20, 2023.

Exhibit 97 GAIA, INC. Compensation Recovery Policy 1. Purpose. The purpose of this Compensation Recovery Policy (this “Policy”) is to describe the circumstances under which Gaia, Inc. (the “Company”) is required to recover certain compensation paid to certain employees. Any references in compensation plans, agreements, equity awards or other policies to the Company’s “recoupment”, “clawback” or si

List of Gaia, Inc. Subsidiaries (filed herewith).

EX-21.1 2 gaia-ex211.htm EX-21.1 Exhibit 21.1 GAIA, INC. SUBSIDIARIES Subsidiaries State or Country of Incorporation or Registration Boulder Road, LLC State of Colorado Gaia International, Inc. State of Colorado Gaia Studios, Inc. State of Colorado Yoga International, LLC State of Pennsylvania All subsidiaries are 100% owned by Gaia, Inc. This list omits subsidiaries which, considered in the aggre

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

o6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 000-27517 GAIA, INC. (

Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Results of Operations and Financial Condition

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): March 21, 2024 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) (

Gaia Reports Fourth Quarter 2023 Results

Exibit 99.1 Gaia Reports Fourth Quarter 2023 Results BOULDER, CO, March 27, 2024 — Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the fourth quarter and full year ended December 31, 2023. “We continue to build on Gaia’s increasing momentum. The member count grew to 806,000 at the end of the year and we expect to finish the first quarter of 2024 a

GAIA / Gaia, Inc. / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #1 Under the Securities and Exchange Act of 1934 Gaia Inc (Name of Issuer) Class A Common Stock (Title of Class of Securities) 36269P104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f

GAIA / Gaia, Inc. / Flint Ridge Capital LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Gaia, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 36269P104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

to Schedule 13G

EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

to Schedule 13G Joint Filing Agreement

EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 14, 2024 in connection with their beneficial ownership of Gaia Inc. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this Exhibit is attached and make any n

GAIA / Gaia, Inc. / Nantahala Capital Management, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GAIA, INC (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 36269P104 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 4, 2023 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

Letter from Armanino LLP, dated November 9, 2023.

November 9, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Commissioners: We have read Item 4.01 of the Current Report on Form 8-K of Gaia, Inc. dated November 9, 2023, which we understand will be filed with the Securities and Exchange Commission, and we agree with the statements concerning our firm contained in such Form 8-K. We have no basis to agree or disagre

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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): November 3, 2023 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

GAIA / Gaia Inc - Class A / Flint Ridge Capital LLC Passive Investment

SC 13G 1 gaia13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Gaia, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 36269P104 (CUSIP Number) August 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

Other Events

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): November 3, 2023 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

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): September 30, 2023 GAIA, INC. (Exact name of Registrant as Specified in Its Charter) Colorado 000-27517 84-1113527 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Gaia Reports Third Quarter 2023 Results - Increased member growth with continued positive cash flow -

Gaia Reports Third Quarter 2023 Results - Increased member growth with continued positive cash flow - BOULDER, CO, October 30, 2023 — Gaia, Inc.

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-27517 GAIA, INC. (Exa

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): October 4, 2023 (October 2, 2023)

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): October 4, 2023 (October 2, 2023) GAIA, INC. (Exact name of registrant as specified in its charter) Colorado 000-27517 84-1113527 (State or other jurisdiction of incorporation) (Commi

Gaia Announces Pricing of Underwritten Public Offering of Common Stock

Exhibit 99.1 Gaia Announces Pricing of Underwritten Public Offering of Common Stock BOULDER, CO, October 3, 2023 - Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, today announced the pricing of its underwritten public offering of 1,855,000 shares of its Class A common stock (“common stock”), at a price to the public of $2.70 per share. The gross proceeds to the Company from the

Gaia, Inc. 1,855,000 Shares Class A Common Stock

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-255734 PROSPECTUS SUPPLEMENT (To Prospectus dated May 25, 2021)   Gaia, Inc.   1,855,000 Shares   Class A Common Stock We are offering 1,855,000 shares of our Class A common stock, par value $.0001 per share, as described in this prospectus supplement and the accompanying prospectus to certain existing investors and other inst

UNDERWRITING AGREEMENT

Exhibit 1.1 UNDERWRITING AGREEMENT October 2, 2023 Lake Street Capital Markets, LLC 920 2nd Ave S Unit 700 Minneapolis, Minnesota 55402 Attention: Michael Townley, Head of Investment Banking Ladies and Gentlemen: Introduction. Gaia, Inc., a Colorado corporation (the “Company”), proposes to sell, pursuant to the terms of this Underwriting Agreement (this “Agreement”), to Lake Street Capital Markets

SUBJECT TO COMPLETION, DATED OCTOBER 2, 2023

TABLE OF CONTENTS This preliminary prospectus supplement and the accompanying prospectus relate to an effective registration statement under the Securities Act of 1933, as amended, but the information in this prospectus supplement is not complete and may be changed.

Letter from Armanino LLP, dated August 7, 2023

EX-16.1 August 7, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Commissioners: We have read Item 4.01 of the Current Report on Form 8-K of Gaia, Inc. dated August 7, 2023, which we understand will be filed with the Securities and Exchange Commission, and we agree with the statements concerning our firm contained in such Form 8-K. We have no basis to agree or dis

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

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): August 02, 2023 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)

Gaia Reports Second Quarter 2023 Results

Exhibit 99.1 Exhibit 99.1 Gaia Reports Second Quarter 2023 Results BOULDER, CO, July 31, 2023 — Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the second quarter ended June 30, 2023. “In the second quarter of 2023 we experienced another sequential increase in revenue and member count while returning to positive cash flow generation,” said Jirka R

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-27517 GAIA, INC. (Exact na

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

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): July 31, 2023 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) (

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): July 24, 2023 GAIA, INC. (Exact n

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): July 24, 2023 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) (

Gaia Sets Second Quarter 2023 Conference Call for Monday, July 31, 2023, at 4:30 p.m. ET

Exhibit 99.1 Gaia Sets Second Quarter 2023 Conference Call for Monday, July 31, 2023, at 4:30 p.m. ET BOULDER, CO, July 24, 2023— Gaia, Inc. (NASDAQ: GAIA) (“Gaia” and/or the “Company”), a conscious media and community company,will conduct a conference call on Monday, July 31, 2023, at 4:30 p.m. Eastern time (2:30 p.m. Mountain time) to discuss its financial results for the second quarter ended Ju

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

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 22, 2023 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) (

Gaia Announces Addition and Changes to Executive Team

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 si

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

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): April 20, 2023 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)

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-27517 GAIA, INC. (Exact n

EX-99

Exhibit 99.1 1 Gaia Reports Fourth Quarter and Full Year 2022 Results BOULDER, CO, March 6, 2023 — Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the fourth quarter and full year ended December 31, 2022. “After a challenging 2022, when both revenue and adjusted EBITDA only increased in the single digits due to the post COVID subscriber contractio

Gaia Reports First Quarter 2023 Results

Exhibit 99.1 Gaia Reports First Quarter 2023 Results BOULDER, CO, May 1, 2023 — Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the first quarter ended March 31, 2023. “In the first quarter of 2023 we experienced a return to member growth with per customer acquisition costs decreasing over 10% sequentially,” said Jirka Rysavy, Gaia’s CEO. “We have

Amended and Restated Bylaws of Gaia, Inc. effective April 20, 2023.

Exhibit 3.1 Gaia, Inc. Amended and Restated Bylaws Including Changes Through April 25, 2023 ARTICLE I Offices and Agents 1. Principal Office. The principal office of the Corporation shall be located in Louisville, Colorado, or elsewhere within or without the State of Colorado, as may be subsequently designated by the Board of Directors. The Corporation may have other offices and places of business

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): April 20, 2023 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)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Rule 14a-101)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Rule 14a-101) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 000-27517 Gaia GAIA, IN

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

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): December 31, 2022 GAIA, INC. (Exact name of Registrant as Specified in Its Charter) Colorado 000-27517 84-1113527 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

EX-99

Exhibit 99.1 1 Gaia Reports Fourth Quarter and Full Year 2022 Results BOULDER, CO, March 6, 2023 — Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the fourth quarter and full year ended December 31, 2022. “After a challenging 2022, when both revenue and adjusted EBITDA only increased in the single digits due to the post COVID subscriber contractio

Gaia Reports Fourth Quarter and Full Year 2022 Results

Exhibit 99.1 Gaia Reports Fourth Quarter and Full Year 2022 Results BOULDER, CO, March 6, 2023 — Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the fourth quarter and full year ended December 31, 2022. “After a challenging 2022, when both revenue and adjusted EBITDA only increased in the single digits due to the post COVID subscriber contraction

List of Gaia, Inc. Subsidiaries (filed herewith).

Exhibit 21.1 GAIA, INC. SUBSIDIARIES Subsidiaries State or Country of Incorporation or Registration Boulder Road, LLC State of Colorado Gaia International, Inc. State of Colorado Gaia Studios, Inc. State of Colorado Yoga International, LLC State of Pennsylvania All subsidiaries are 100% owned by Gaia, Inc. This list omits subsidiaries which, considered in the aggregate, would not constitute a sign

GAIA / Gaiam, Inc. / AMERIPRISE FINANCIAL INC - SC 13G Passive Investment

SC 13G 1 d446198dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 Gaia Inc (Name of Issuer) Common Stock (Title of Class of Securities) 36269P104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

to Schedule 13G

EX-99.I 2 d446198dex99i.htm EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

to Schedule 13G Joint Filing Agreement

EX-99.II 3 d446198dex99ii.htm EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 14, 2023 in connection with their beneficial ownership of Gaia Inc. Each of Columbia Small Cap Value Fund I and Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to

GAIA / Gaiam, Inc. / Mic Capital Partners (public) Parallel Cayman, Lp - AMENDMENT TO FORM SC 13G Passive Investment

SC 13G/A 1 gaia-sc13ga123122.htm AMENDMENT TO FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 3)* Under the Securities Exchange Act of 1934 Gaia, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 36269P104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of th

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-27517 GAIA, INC. (Exa

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 07, 2022 GAIA, INC. (Exact name of Registrant as Specified in Its Charter) Colorado 000-27517 84-1113527 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Gaia Reports Third Quarter 2022 Results Tenth Consecutive Quarter of Positive EBITDA

EXHIBIT 99.1 Gaia Reports Third Quarter 2022 Results Tenth Consecutive Quarter of Positive EBITDA BOULDER, CO, November 7, 2022 ? Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the third quarter ended September 30, 2022. Highlights ? Tenth consecutive quarter of positive EBITDA ? Secured $10 million revolving line of credit ?The third quarter con

Credit and Security Agreement by and among Gaia, Inc., as Borrower, The Subsidiary Guarantors from time to time party hereto, and KeyBank National Association, as Lender (incorporated by reference to Exhibit 10.1 of Gaia's Form 8-K filed August 26, 2022 (No. 000-27517)).

Exhibit 10.1 CREDIT AND SECURITY AGREEMENT by and among GAIA, INC., as Borrower, The Subsidiary Guarantors from time to time party hereto, and KEYBANK NATIONAL ASSOCIATION, as Lender August 25, 2022 Table of Contents Page Article I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Other Definitional Terms; Rules of Interpretation; Lease Accounting 21 Section 1.3 Rates. 22 Article II AMOUNT AND T

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): August 25, 2022 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)

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 1, 2022 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)

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-27517 GAIA, INC. (Exact na

Gaia Reports Second Quarter 2022 Results Eighth Consecutive Quarter of Positive Earnings and EBITDA

EX 99.1 Gaia Reports Second Quarter 2022 Results Eighth Consecutive Quarter of Positive Earnings and EBITDA BOULDER, CO, August 1, 2022 ? Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the second quarter ended June 30, 2022. Highlights ? Established technology independence and began operating on Gaia owned hardware ? Eighth consecutive quarter of

Gaia, Inc.

Exhibit 1 Gaia, Inc. Restricted Stock Unit Award Agreement This RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) made as of April 28, 2022 (the “Award Date”), between Gaia, Inc., a Colorado corporation (“Gaia”), and James Colquhoun (the “Grantee”), is made pursuant to the terms of the Gaia, Inc. 2019 Long-Term Incentive Plan, as amended from time to time (the “Plan”). Capitalized terms use

GAIA / Gaiam, Inc. / Colquhoun James - SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Gaia, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 36269P104 (CUSIP Number) James Colquhoun, 1 Carwoola Crescent, Mooloolaba QLD 4557 Australia, +61450617975 June 19, 2019 (Date of Event which Requires Filing of this Statement) If the filin

GAIA / Gaiam, Inc. / Jirka Rysavy, LLC - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) GAIA, INC. (Name of Issuer) Class A Common Stock, par value $.0001 per share (Title of Class of Securities) 36269P104 (CUSIP Number) Michael R. Stiff, Esq. Baker & Hostetler LLP 1801 California Street, Suite 4400 Denver, CO 80202 (303) 861-0600 (Name, Addr

Gaia Reports First Quarter 2022 Results Revenues up 15% with 19% EBITDA Margin

EX 99.1 Gaia Reports First Quarter 2022 Results Revenues up 15% with 19% EBITDA Margin BOULDER, CO, May 2, 2022 ? Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the first quarter ended March 31, 2022. Highlights ? 15% revenue growth compared to the first quarter of 2021, ending the quarter with 823,000 members ? Seventh consecutive quarter of pos

Financial Statements and Exhibits, Results of Operations and Financial Condition, Submission of Matters to a Vote of Security Holders

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): April 28, 2022 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)

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-27517 GAIA, INC. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definit

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 22, 2021 GAIA, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 000-27517 84-1113527 (State or Other Jurisdiction of Incorporation) (Commission File Num

YOGA INTERNATIONAL, INC. AND SUBSIDIARIES Condensed Consolidated Financial Statements September 30, 2021 and 2020

EX 99.2 YOGA INTERNATIONAL, INC. AND SUBSIDIARIES Condensed Consolidated Financial Statements (Unaudited) September 30, 2021 and 2020 Yoga International, Inc. and Subsidiaries Table of Contents September 30, 2021 and 2020 Financial Statements (Unaudited) Condensed Consolidated Balance Sheets at September 30, 2021 and December 31, 20201 Condensed Consolidated Statements of Operations and Comprehens

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

EX 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The unaudited pro forma condensed combined financial statements (referred to as the ?pro forma financial statements?) presented below are derived from the historical consolidated financial statements of Gaia, Inc. and its subsidiaries (collectively, the ?Company? or ?Gaia?), and Yoga International, Inc. (collectively with its subs

YOGA INTERNATIONAL, LLC AND SUBSIDIARY Consolidated Financial Statements December 31, 2020 With Independent Auditor’s Report

EX 99.1 YOGA INTERNATIONAL, LLC AND SUBSIDIARY Consolidated Financial Statements December 31, 2020 With Independent Auditor?s Report Yoga International, LLC and Subsidiary Table of Contents December 31, 2020 Independent Auditor?s Report1 Consolidated Financial Statements Consolidated Balance Sheet2 Consolidated Statements of Operations and Comprehensive Income (Loss)3 Consolidated Statement of Cha

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 28, 2022 GAIA, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 000-27517 84-1113527 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

List of Gaia, Inc. Subsidiaries (filed herewith).

Exhibit 21.1 GAIA, INC. SUBSIDIARIES Subsidiaries State or Country of Incorporation or Registration Boulder Road, LLC State of Colorado Gaia International, Inc. State of Colorado Gaia Studios, Inc. State of Colorado YI Merger Sub II, LLC State of Delaware All subsidiaries are 100% owned by Gaia, Inc. This list omits subsidiaries which, considered in the aggregate, would not constitute a significan

Gaia Reports Full Year 2021 Results 2021 Revenues up 19% with 19% EBITDA Margin

EX 99.1 Gaia Reports Full Year 2021 Results 2021 Revenues up 19% with 19% EBITDA Margin BOULDER, CO, February 28, 2022 ? Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the fourth quarter and full year ended December 31, 2021. Highlights ? Generated positive operating income for the first full year since the launch of Gaia?s streaming business ? 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 000-27517 Gaia GAIA, INC.

GAIA / Gaiam, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Gaia Inc. Title of Class of Securities: Common Stock CUSIP Number: 36269P104 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-

GAIA / Gaiam, Inc. / Mic Capital Partners (public) Parallel Cayman, Lp - AMENDMENT TO FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 2)* Under the Securities Exchange Act of 1934 Gaia, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 36269P104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

fUNITED 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): December 22, 2021 GAIA, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 000-27517 84-1113527 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Agreement and Plan of Merger as of December 22, 2021, by and among Gaia, Inc., YI Merger Sub I, Inc., YI Merger Sub II, LLC, and Yoga International, Inc.

Exhibit 2.1 Agreement and Plan of Merger by and among Gaia, Inc., as Parent, YI Merger Sub I, Inc., as Merger Sub I, YI Merger Sub II, LLC, as Merger Sub II, Yoga International Inc., as the Company, and Himalayan International Institute of Yoga Science and Philosophy of the U.S.A., as the Representative Dated as of December 22, 2021 agreement and Plan of Merger This Agreement and Plan of Merger (t

Gaia Acquires Yoga International, a Leading Digital Yoga Service

Exhibit 99.1 Gaia Acquires Yoga International, a Leading Digital Yoga Service BOULDER, CO, December 22, 2021 ? Gaia, Inc. (NASDAQ: GAIA) (?Gaia?), a subscription video-streaming service dedicated to conscious media and serving a global conscious community, acquired Yoga International today. Yoga International is considered the authentic voice of yoga in the West. Originally started as a print maga

GAIA / Gaiam, Inc. / Mic Capital Partners (public) Parallel Cayman, Lp - AMENDMENT TO FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1)* Under the Securities Exchange Act of 1934 Gaia, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 36269P104 (CUSIP Number) November 1, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 1, 2021 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

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-27517 GAIA, INC. (Exa

Gaia Reports Third Quarter 2021 Results Revenues up 17% with 20% EBITDA Margin

EXHIBIT 99.1 Gaia Reports Third Quarter 2021 Results Revenues up 17% with 20% EBITDA Margin BOULDER, CO, November 1, 2021 ? Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the third quarter ended September 30, 2021. Highlights ? 22% revenue growth year to date ? Q3 EBITDA of $4.0 million, with EBITDA margin of 20% ? Fifth straight quarter of posit

Gaia Reports Second Quarter 2021 Results Revenues up 20% with 20% EBITDA Margin

Exhibit 99.1 Gaia Reports Second Quarter 2021 Results Revenues up 20% with 20% EBITDA Margin BOULDER, CO, August 2, 2021 ? Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the second quarter ended June 30, 2021. Highlights ? 20% increase in revenues from the year-ago quarter ? Fourth sequential quarter of positive earnings and cash flow ? Improved

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 2, 2021 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)

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-27517 GAIA, INC. (Exact na

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 29, 2021 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

Gaia Reports First Quarter 2021 Results Revenues up 30%, Crosses 750,000 Member Milestone

Exhibit 99.1 Gaia Reports First Quarter 2021 Results Revenues up 30%, Crosses 750,000 Member Milestone BOULDER, CO, May 3, 2021 ? Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the first quarter ended March 31, 2021. Highlights ? 30% increase in revenues from the year-ago quarter ? Third sequential quarter of positive earnings and cash flow ? Cro

GAIA / Gaiam, Inc. / BlackRock Inc. Passive Investment

us36269p1049071021.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 5) GAIA INC - (Name of Issuer) Class A Common Stock - (Title of Class of Securities) 36269P104 - (CUSIP Number) June 30, 2021 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

As filed with the Securities and Exchange Commission on May 21, 2021 Registration No. 333-255734 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 1 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIE

S-3/A 1 gaia-s3a.htm S-3/A As filed with the Securities and Exchange Commission on May 21, 2021 Registration No. 333-255734 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GAIA, INC. (Exact name of registrant as specified in its charter) Colorado 84-1113527 (State or other juri

Gaia, Inc. Earnings Call Transcript – Monday May 3, 2021 2:30 P.M. Mountain Time

EXHIBIT 99.2 Gaia, Inc. Earnings Call Transcript ? Monday May 3, 2021 2:30 P.M. Mountain Time Participants from Management: Jirka Rysavy, Chairman and CEO Paul Tarell, CFO, Secretary, Office of President Analysts: Darren Aftahi, ROTH Capital Partners, LLC, Research Division Eric Christian Wold, B. Riley Securities, Inc., Research Division Mark Nicholas Argento, Lake Street Capital Markets, LLC, Re

Gaia Reports First Quarter 2020 Results Positive Adjusted EBITDA and Cash Flow from Operations

Exhibit 99.1 Gaia Reports First Quarter 2020 Results Positive Adjusted EBITDA and Cash Flow from Operations BOULDER, CO, April 27, 2020 ? Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the first quarter ended March 31, 2020. First Quarter 2020 Highlights vs. Same Year-Ago Quarter ? 16% increase in revenues to $14.5 million. ? Generated positive A

Plante Moran’s letter to the SEC dated May 5, 2021

EXHIBIT 16.1 May 5, 2021 Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re:Gaia, Inc. File Reference No: 000-27517 Commissioners: We have read Item 4.01 included in the Form 8-K of Gaia, Inc. filed with the Securities and Exchange Commission regarding its change in auditors. We agree with the statements made regarding our firm. We have no basis to agree or disagree with

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Results of Operations and Financial Condition, Submission of Matters to a Vote of Security Holders

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): April 29, 2021 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)

Quarterly Report - 10-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-27517 GAIA, INC. (Exact n

Power of Attorney.*

As filed with the Securities and Exchange Commission on May 3, 2021 Registration No.

Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definit

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definit

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 000-27517 Gaia GAIA, INC.

List of Gaia, Inc. Subsidiaries (filed herewith).

Exhibit 21.1 GAIA, INC. SUBSIDIARIES Subsidiaries State or Country of Incorporation or Registration Boulder Road, LLC. State of Colorado Gaia International, Inc. State of Colorado All subsidiaries are 100% owned by Gaia, Inc. This list omits subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 1, 2021 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) (

Gaia Reports Fourth Quarter and Full Year 2020 Results Fourth Quarter Revenues up 27%, Generates $3.9 in Million Cash

Exhibit 99.1 Gaia Reports Fourth Quarter and Full Year 2020 Results Fourth Quarter Revenues up 27%, Generates $3.9 in Million Cash BOULDER, CO, March 1, 2021 — Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the fourth quarter and full year ended December 31, 2020. Highlights ▪ 27% increase in revenues from the year-ago quarter ▪ Second sequential

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 15)1 Gaia, Inc. (Name of Issuer) Class A Common Stock, par value $.0001 per share (Title of Class of Securities) (CUSIP Nu

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 15)1 Gaia, Inc. (Name of Issuer) Class A Common Stock, par value $.0001 per share (Title of Class of Securities) 36269P104 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Gaia Inc. Title of Class of Securities: Common Stock CUSIP Number: 36269P104 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule 13d-1(c)

Unconditional Guaranty of Payment dated as of December 28, 2020, between Gaia, Inc., as guarantor and Great Western Bank, as lender (incorporated by reference to Exhibit 10.2 of Gaia’s Form 8-K filed January 4, 2021 (No. 000-27517)).

Exhibit 10.2 UNCONDITIONAL GUARANTY OF PAYMENT This Unconditional Guaranty of Payment (“Guaranty”) is dated as of the 28th day of December, 2020, between GAIA, INC., a Colorado corporation (“Guarantor”), whose address is 833 W. South Boulder Road, Building G, Louisville, Colorado 80027, for the benefit of GREAT WESTERN BANK (“Lender”), whose address is 1900 9th Street, Boulder, CO 80302. RECITALS:

Loan Agreement dated as of December 28, 2020, between Boulder Road LLC and Westside Boulder Road, LLC, as borrower, and Great Western Bank, as lender (incorporated by reference to Exhibit 10.1 of Gaia’s Form 8-K filed January 4, 2021 (No. 000-27517)).

EXHIBIT 10.1 LOAN AGREEMENT This Loan Agreement (“Agreement”), dated as of December 28, 2020, is by and among BOULDER ROAD LLC, a Colorado limited liability company (“Boulder Road”), WESTSIDE BOULDER, LLC, a California limited liability company (“Westside”) (Boulder Road and Westside are collectively referred to herein as “Borrower”), and GREAT WESTERN BANK (“Lender”). RECITALS: A.Borrower owns th

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K - DECEMBER 2020 - REFINANCE

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): December 28, 2020 GAIA, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 000-27517 84-1113527 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 5, 2020 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

Gaia Reports Third Quarter 2020 Results Revenues up 28%, Achieves Positive Earnings and Cash Flow

Exhibit 99.1 Gaia Reports Third Quarter 2020 Results Revenues up 28%, Achieves Positive Earnings and Cash Flow BOULDER, CO, November 9, 2020 — Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the third quarter ended September 30, 2020. Third Quarter 2020 Highlights vs. Same Year-Ago Quarter ▪ 28% increase in revenues ▪ Generated positive earnings a

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-27517 GAIA, INC. (Exa

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - 8-K

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): September 9, 2020 GAIA, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 000-27517 84-1113527 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Master Lease dated as of September 9, 2020, between Boulder Road LLC, as lessee, and Boulder Road LLC and Westside Boulder, LLC, tenants in common, as lessors (incorporated by reference to Exhibit 10.2 of Gaia’s Form 8-K filed September 10, 2020 (No. 000-27517)).

Exhibit 10.2 MASTER LEASE AGREEMENT By and Between Boulder Road LLC and Westside Boulder, LLC, tenants in common (“Landlord”) and Boulder Road LLC (“Tenant”) September 9, 2020 TABLE OF CONTENTS 1. Premises 2. Term 3. Tenant’s Use of Premises 4. Base Rent, Base Rent Increase, Rent Credit, and Additional Rent 5. Condition, Repair, Replacement and Maintenance of the Premises 6. Guaranty 7. Insurance

Purchase and Sale Agreement dated as of September 9, 2020 between Boulder Road LLC and Westside Boulder, LLC

Exhibit 10.1 PURCHASE AND SALE AGREEMENT (833 W. South Boulder Road, Unit 1, Louisville, Colorado) THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into effective as of September 9, 2020 (the “Effective Date”), by and between Boulder Road LLC, a Colorado limited liability company (“Seller”), and Westside Boulder, LLC, a California limited liability company (“Purchaser”). RECITALS: A.

Gaia Sells Portion of its Headquarters and Reduces Debt by $13 Million

Exhibit 99.1 Gaia Sells Portion of its Headquarters and Reduces Debt by $13 Million BOULDER, CO, September 9, 2020 — Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, closed on the sale of the portion of its corporate headquarters that it was not occupying to a strategic real estate investor today. Gaia will still retain full ownership of its studio and production facilities. Hig

Quarterly Report - 10-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-27517 GAIA, INC. (Exact na

Gaia Reports Second Quarter 2020 Results Revenues up 23%, Expects Positive Earnings and Free Cash Flow in Third Quarter

EX-99.1 2 gaia-ex9916.htm EX-99.1 Exhibit 99.1 Gaia Reports Second Quarter 2020 Results Revenues up 23%, Expects Positive Earnings and Free Cash Flow in Third Quarter BOULDER, CO, August 3, 2020 — Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the second quarter ended June 30, 2020. Second Quarter 2020 Highlights vs. Same Year-Ago Quarter ▪ 23% i

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 3, 2020 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)

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

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 27th, Gaia noted that the unprecedented times brought on by COVID-19 were benefitting its bu

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 of Incorporation) (Commission File Number) (I

Gaia Reports First Quarter 2020 Results Positive Adjusted EBITDA and Cash Flow from Operations

Exhibit 99.1 Gaia Reports First Quarter 2020 Results Positive Adjusted EBITDA and Cash Flow from Operations BOULDER, CO, April 27, 2020 — Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the first quarter ended March 31, 2020. First Quarter 2020 Highlights vs. Same Year-Ago Quarter ▪ 16% increase in revenues to $14.5 million. ▪ Generated positive A

Quarterly Report - 10-Q Q12020

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-27517 GAIA, INC. (Exact n

Financial Statements and Exhibits, Results of Operations and Financial Condition, Submission of Matters to a Vote of Security Holders

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): April 23, 2020 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)

GAIA / Gaiam, Inc. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit

GAIA / Gaiam, Inc. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit

GAIA / Gaiam, Inc. DEF 14A - - DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definit

Form of Employee Stock Option Agreement, under Gaia’s 2019 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.8 of Gaia’s Form 10-K filed February 24, 2020 (No. 000-27517)).

EX-10.8 3 gaia-ex108238.htm EX-10.8 Exhibit 10.8 Gaia, Inc. Form of Stock Option Agreement This Stock Option Agreement (this “Agreement”) is dated as of the date of grant set forth below and is between Gaia, Inc., a Colorado corporation (“Gaia”), and the individual named below (the “Grantee”). Gaia has established its 2019 Long-Term Incentive Plan (the “Plan”) to advance the interests of Gaia and

Gaia Reports Fourth Quarter and Full Year 2019 Results Positive EBITDA and Cash Flows from Operations for Q4 29% Revenue Growth for 2019

Exhibit 99.1 Gaia Reports Fourth Quarter and Full Year 2019 Results Positive EBITDA and Cash Flows from Operations for Q4 29% Revenue Growth for 2019 BOULDER, CO, February 24, 2020 — Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the fourth quarter and full year ended December 31, 2019. Fourth Quarter 2019 vs. Same Year-Ago Quarter ▪ Generated $0

Annual Report - 2019 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 000-27517 Gaia GAIA, INC.

Form of Restricted Stock Unit Awards Agreement under Gaia’s 2019 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.9 of Gaia’s Form 10-K filed February 24, 2020 (No. 000-27517)).

EX-10.9 4 gaia-ex109239.htm EX-10.9 Exhibit 10.9 Gaia, Inc. Form of Restricted Stock Unit Award Agreement This RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) made as of (the “Award Date”), between Gaia, Inc., a Colorado corporation (“Gaia”), and (the “Grantee”), is made pursuant to the terms of the Gaia, Inc. 2019 Long-Term Incentive Plan, as amended from time to time (the “Plan”). Capit

List of Gaia, Inc. Subsidiaries (filed herewith).

Exhibit 21.1 GAIA, INC. SUBSIDIARIES Subsidiaries State or Country of Incorporation or Registration Boulder Road, LLC. State of Colorado Gaia International, Inc. State of Colorado All subsidiaries are 100% owned by Gaia, Inc. This list omits subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary.

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.2 of Gaia’s Form 10-K filed February 24, 2020).

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURIEIS EXCHANGE ACT OF 1934 As of February 24, 2020, Gaia Inc. (“Gaia” or the “Company”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): Class A common stock. The following is a description of the rights of our Class A c

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 24, 2020 GAIA, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 000-27517 84-1113527 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

GAIA / Gaiam, Inc. / RYSAVY JIRKA - SC 13G/A Passive Investment

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 14)1 Gaia, Inc. (Name of Issuer) Class A Common Stock, par value $.0001 per share (Title of Class of Securities) 36269P104 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

GAIA / Gaiam, Inc. 10-Q - Quarterly Report - 10-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-27517 GAIA, INC. (Exa

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 1, 2019 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

Gaia Reports Third Quarter 2019 Results Generates Positive EBITDA for the Month of September

Exhibit 99.1 Gaia Reports Third Quarter 2019 Results Generates Positive EBITDA for the Month of September BOULDER, CO, November 4, 2019 — Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the third quarter ended September 30, 2019. Third Quarter 2019 vs. Same Year-Ago Quarter ▪ 25% increase in revenues ▪ Subscriber count increased to 595,000 ▪ Succe

GAIA / Gaiam, Inc. 10-Q - Quarterly Report - 10-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-27517 GAIA, INC. (Exact na

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 5, 2019 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)

Gaia Reports Second Quarter 2019 Results Revenues Increase 32%, Loss From Operations Improves 30% on Disciplined Expense Management

Exhibit 99.1 Gaia Reports Second Quarter 2019 Results Revenues Increase 32%, Loss From Operations Improves 30% on Disciplined Expense Management BOULDER, CO, August 5, 2019 — Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the second quarter ended June 30, 2019. Second Quarter 2019 vs. Same Year-Ago Quarter ▪ 32% increase in revenues driven by 26%

AGREEMENT OF JOINT FILING

CUSIP No. 36269P104 Page 9 of 9 AGREEMENT OF JOINT FILING Pursuant to Rule 13d-1(k)(1) of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees that the statement on Schedule 13G filed herewith shall be filed on behalf of each of the undersigned. MUBADALA INVESTMENT COMPANY PJSC May 13, 2019 Date /s/ Christopher Fazekas Signatu

AGREEMENT OF JOINT FILING

CUSIP No. 36269P104 Page 8 of 8 AGREEMENT OF JOINT FILING Pursuant to Rule 13d-1(k)(1) of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees that the statement on Schedule 13G filed herewith shall be filed on behalf of each of the undersigned. MIC CAPITAL PARTNERS (PUBLIC) (US) IM, LLC May 13, 2019 Date /s/ Christopher Fazek

GAIA / Gaiam, Inc. / Mic Capital Partners (public) Parallel Cayman, Lp - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Gaia, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 36269P104 (CUSIP Number) May 1, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

GAIA / Gaiam, Inc. / MUBADALA DEVELOPMENT CO PJSC - AMENDMENT NO. 2 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2)* Under the Securities Exchange Act of 1934 Gaia, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 36269P104 (CUSIP Number) May 1, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

Gaia, Inc. 2019 Long-Term Incentive Plan

Exhibit 99.1 Gaia, Inc. 2019 Long-Term Incentive Plan Section 1. Purpose. The purpose of this Plan is to advance the interests of Gaia and its shareholders by providing incentives to certain Eligible Persons (as defined below) who contribute significantly to the strategic and long-term performance objectives and growth of the Company. Section 2. Definitions. Certain capitalized terms applicable to

Gaia, Inc. 2019 Employee Stock Purchase Plan

Exhibit 99.2 Gaia, Inc. 2019 Employee Stock Purchase Plan 1. Purpose. The purpose of this Plan is to provide Eligible Employees (as defined below) with an opportunity to purchase Class A common stock of the Company through accumulated payroll deductions. It is the Company’s intention to have this Plan qualify as an “employee stock purchase plan” under Section 423 of Code (as defined below). The pr

GAIA / Gaiam, Inc. S-8 S-8

As filed with the Securities and Exchange Commission on April 29, 2019 Registration No.

Form of Gaia, Inc. Stock Certificate (incorporated by reference to Exhibit 4.1 of Gaia’s Form S-8 filed April 29, 2019).

Exhibit 4.1

Guaranty of Recourse Obligations by Gaia, Inc.

Exhibit 10.2 GUARANTY OF RECOURSE OBLIGATIONS FOR VALUE RECEIVED, and to induce BDS III MORTGAGE CAPITAL B LLC, a Delaware limited liability company, having an address at 280 Park Avenue, 28th Floor West, New York, New York 10017 (together with its successors and/or assigns, “Lender”), to lend to BOULDER ROAD LLC, a Colorado limited liability company, having its principal place of business at 833

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition, Submission of Matters to a Vote of Security Holders

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): April 25, 2019 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)

Gaia Reports First Quarter 2019 Results Revenues Increase 36% with Subscribers up 34%

Exhibit 99.1 Gaia Reports First Quarter 2019 Results Revenues Increase 36% with Subscribers up 34% BOULDER, CO, April 29, 2019 — Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the first quarter ended March 31, 2019. First Quarter 2019 vs. Same Year-Ago Quarter ▪ 36% increase in revenues driven by 34% subscriber growth ▪ Customer acquisition costs

Loan Agreement between Boulder Road LLC and BDS III Mortgage Capital B LLC

Exhibit 10.1 LOAN AGREEMENT Dated as of April 26, 2019 Between BOULDER ROAD LLC, a Colorado limited liability company, as Borrower and BDS III MORTGAGE CAPITAL B LLC, a Delaware limited liability company as Lender TABLE OF CONTENTS ARTICLE 1. DEFINITIONS; PRINCIPLES OF CONSTRUCTION 1 Section 1.1 Definitions 1 Section 1.2 Principles of Construction 20 ARTICLE 2. GENERAL TERMS 20 Section 2.1 The Loa

Form of Restricted Stock Unit Agreement (Gaia 2019 Long-Term Incentive Plan)

Exhibit 10.2 GAIA, INC. Restricted Stock Unit Award Agreement This RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) made as of , 20 (the “Award Date”), between GAIA, INC., a Colorado corporation (“Gaia”), and (“Grantee”), is made pursuant to the terms of the GAIA, INC. 2019 Long-Term Incentive Plan, as amended from time to time (the “Plan”). Capitalized terms used herein but not defined sh

Form of Option Agreement (Gaia 2019 Long-Term Incentive Plan)

Exhibit 10.1 GAIA, INC. EMPLOYEE STOCK OPTION AGREEMENT This Stock Option Agreement set forth below (this “Agreement”) is dated as of the date of grant set forth below and is between GAIA, INC., a Colorado corporation (“Gaia”), and the individual named below (“Grantee”). Gaia has established its 2019 Long-Term Incentive Plan (the “Plan”) to advance the interests of Gaia and its shareholders by pro

GAIA / Gaiam, Inc. 10-Q (Quarterly Report) 10-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-27517 GAIA, INC. (Exact n

GAIA / Gaiam, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit

Gaia, Inc. 2019 Employee Stock Purchase Plan, dated April 25, 2019 (incorporated by reference to Exhibit B of Gaia’s proxy statement filed March 8, 2019 (No. 000-27517)).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definit

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 4, 2019 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) (

Gaia Reports FY 2018 Results

Exhibit 99.1 Gaia Reports FY 2018 Results BOULDER, CO, March 4, 2019 — Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the fourth quarter and full year ended December 31, 2018. 2018 vs. 2017 ▪ 55% growth in revenues ▪ Gross margin up 90 basis points to 87.0% ▪ 51% growth in subscriber base to 550,000 from 364,500 Fourth Quarter 2018 vs. Same Year-

List of Gaia, Inc. Subsidiaries (filed herewith).

Exhibit 21.1 GAIA, INC. SUBSIDIARIES Subsidiaries State or Country of Incorporation or Registration Boulder Road, LLC. State of Colorado Gaia International, Inc. State of Colorado All subsidiaries are 100% owned by Gaia, Inc. This list omits subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary.

GAIA / Gaiam, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 000-27517 GAIA, INC. (Exa

GAIA / Gaiam, Inc. / RYSAVY JIRKA - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 13)1 Gaia, Inc. (Name of Issuer) Class A Common Stock, par value $.0001 per share (Title of Class of Securities) 36269P104 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

AGREEMENT OF JOINT FILING

CUSIP No. 36269P104 Page 9 of 9 Pages AGREEMENT OF JOINT FILING Pursuant to Rule 13d-1(k)(1) of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees that the statement on Schedule 13G filed herewith shall be filed on behalf of each of the undersigned. MUBADALA INVESTMENT COMPANY PJSC December 7, 2018 Date /s/ Christopher Fazek

GAIA / Gaiam, Inc. / MUBADALA DEVELOPMENT CO PJSC - AMENDMENT NO. 1 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Gaia, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 36269P104 (CUSIP Number) December 3, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

Gaia Reports Third Quarter 2018 Results Gaia Surpasses 500,000 Subscriber Milestone

Exhibit 99.1 Gaia Reports Third Quarter 2018 Results Gaia Surpasses 500,000 Subscriber Milestone BOULDER, CO, November 5, 2018 — Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the third quarter ended September 30, 2018. Highlights of Third Quarter 2018 ▪ Surpassed 500,000 paid subscriber milestone on September 13, 2018 ▪ 66% subscriber growth yea

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 5, 2018 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

GAIA / Gaiam, Inc. 10-Q (Quarterly Report)

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-27517 GAIA, INC. (Exa

Exhibit 16.1

Exhibit 16.1 October 4, 2018 Securities and Exchange Commission Washington, D.C. 20549 Commissioners: We have read Gaia, Inc.’s statements included under Item 4.01 of its Form 8-K filed on October 4, 2018 and we agree with such statements concerning our firm. EKS&H LLLP

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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): October 1, 2018 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)

AGREEMENT OF JOINT FILING

CUSIP No. 36269P104 Page 10 of 10 Pages AGREEMENT OF JOINT FILING Pursuant to Rule 13d-1(k)(1) of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees that the statement on Schedule 13G filed herewith shall be filed on behalf of each of the undersigned. MUBADALA INVESTMENT COMPANY PJSC October 2, 2018 Date /s/ Christopher Faze

GAIA / Gaiam, Inc. / Mubadala Investment Co Pjsc - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Gaia, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 36269P104 (CUSIP Number) September 24, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

Gaia Reports Second Quarter 2018 Results Subscribers Increase 68% with Streaming Revenue up 65%

Exhibit 99.1 Gaia Reports Second Quarter 2018 Results Subscribers Increase 68% with Streaming Revenue up 65% BOULDER, CO, August 6, 2018 — Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the second quarter ended June 30, 2018. Second Quarter 2018 vs. Same Year-Ago Quarter ▪ 68% subscriber growth generated 65% increase in streaming revenues ▪ Gross

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 6, 2018 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)

GAIA / Gaiam, Inc. 10-Q (Quarterly Report)

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-27517 GAIA, INC. (Exact na

Gaia Reports First Quarter 2018 Results Subscribers Increase 70% with Streaming Revenue up 75%

Exhibit 99.1 Gaia Reports First Quarter 2018 Results Subscribers Increase 70% with Streaming Revenue up 75% BOULDER, CO, May 7, 2018 — Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the first quarter ended March 31, 2018. First Quarter 2018 vs. Same Year-Ago Quarter ▪ 70% subscriber growth generated 75% increase in streaming revenues ▪ Total reve

Financial Statements and Exhibits, Results of Operations and Financial Condition, Submission of Matters to a Vote of Security Holders

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): May 3, 2018 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) (IR

GAIA / Gaiam, Inc. 10-Q (Quarterly Report)

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-27517 GAIA, INC. (Exact n

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): March 21, 2018 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)

Gaia Announces Pricing of Public Offering of Class A Common Stock

EX-99.2 5 gaia-ex9928.htm EX-99.2-PRESS RELEASE DATED MARCH 22, 2018 Exhibit 99.2 Gaia Announces Pricing of Public Offering of Class A Common Stock LOUISVILLE, CO – March 22, 2018 – Gaia, Inc. (NASDAQ: GAIA) (the “Company”), a conscious community and media company, today announced that it has priced its underwritten registered public offering of 2,333,333 shares of its Class A common stock at a pr

Underwriting Agreement dated March 21, 2018, by and between Gaia, Inc. and B. Riley FBR, Inc., as representative of the several underwriters named therein

EX-1.1 2 gaia-ex116.htm EX-1.1 - UNDERWRITING AGREEMENT DATED MARCH 21, 2018, BY AND BETWEEN GAIA, INC. AND B. RILEY FBR, INC., AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS NAMED THEREIN Exhibit 1.1 Execution Version GAIA, INC. (a Colorado corporation) CLASS A Common Stock UNDERWRITING AGREEMENT March 21, 2018 B. Riley FBR, Inc. As Representative of the Several Underwriters set forth on Schedule

Gaia Announces Launch of Public Offering of Class A Common Stock

Exhibit 99.1 Gaia Announces Launch of Public Offering of Class A Common Stock LOUISVILLE, CO – March 21, 2018 – Gaia, Inc. (NASDAQ: GAIA) (the “Company”), a conscious community and media company, today announced the launch of an underwritten registered public offering of shares of its Class A common stock. In connection with the offering, certain directors and executive officers of the Company hav

GAIA, INC. 2,333,333 Shares Class A Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-213895 PROSPECTUS SUPPLEMENT (To Prospectus dated October 19, 2016) GAIA, INC. 2,333,333 Shares Class A Common Stock We are offering 2,333,333 shares of our Class A common stock, par value $0.0001 per share. Our Class A common stock is listed on the NASDAQ Global Market under the symbol “GAIA.” On March 21, 2018, the last reported sale price of

SUBJECT TO COMPLETION, DATED MARCH 21, 2018

Filed Pursuant to Rule 424(b)(5) Registration No. 333-213895 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, and we

GAIA / Gaiam, Inc. DEFA14A - ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS AND RULE 14(A)(12) MATERIAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit

GAIA / Gaiam, Inc. DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definit

List of Gaia, Inc. Subsidiaries (filed herewith).

Exhibit 21.1 GAIA, INC. SUBSIDIARIES Subsidiaries State or Country of Incorporation or Registration Boulder Road, LLC. State of Colorado Gaia International, Inc. State of Colorado All subsidiaries are 100% owned by Gaia, Inc. This list omits subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary.

GAIA / Gaiam, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 000-27517 GAIA, INC. (Exa

Business Loan Agreement and Addendum dated December 28, 2017 between Boulder Road LLC and Great Western Bank (filed herewith).

Exhibit 10.6 BUSINESS LOAN AGREEMENT Principal Loan Date Maturity Loan No Call / Coll Account Officer Initials $13,500,000.00 12-28-2017 12-28-2020 15525533871 1E1 / 150 melinc References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations. Bo

Gaia Reports Fourth Quarter and Full Year 2017 Results Subscribers Increase 80% with Streaming Revenue up 94%

EX-99.1 2 gaia-ex99110.htm EX-99.1 - PRESS RELEASE ISSUED BY GAIA ON FEBRUARY 26, 2018 Gaia Reports Fourth Quarter and Full Year 2017 Results Subscribers Increase 80% with Streaming Revenue up 94% BOULDER, CO, February 26, 2018 — Gaia, Inc. (NASDAQ: GAIA), a conscious community and media company, reported financial results for the fourth quarter and full year ended December 31, 2017. Fourth Quarte

Financial Statements and Exhibits, Results of Operations and Financial Condition

gaia-8k20180226.htm 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 26, 2018 GAIA, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 000-27517 84-1113527 (State or Other Jurisdiction of Incorporation) (C

GAIA / Gaiam, Inc. / VANGUARD GROUP INC Passive Investment

gaiainc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Gaia Inc Title of Class of Securities: Common Stock CUSIP Number: 36269P104 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to designate the ru

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-27517 GAIA, INC. (Exa

Financial Statements and Exhibits, Results of Operations and Financial Condition

gaia-8k20171106.htm 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): November 6, 2017 GAIA, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 000-27517 84-1113527 (State or Other Jurisdiction of Incorporation) (Co

Gaia Reports Third Quarter 2017 Results Subscribers Increase 73% with Streaming Revenue up 85%

gaia-ex9916.htm Exhibit 99.1 Gaia Reports Third Quarter 2017 Results Subscribers Increase 73% with Streaming Revenue up 85% BOULDER, CO, November 6, 2017 ? Gaia, Inc. (NASDAQ: GAIA), a conscious media company, reported financial results for the third quarter ended September 30, 2017. Third Quarter 2017 vs. Same Year-Ago Quarter ? 73% subscriber growth generated 85% increase in streaming revenues t

Financial Statements and Exhibits, Results of Operations and Financial Condition

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