GAIA, INC. Files 8-K for Material Definitive Agreement

TL;DR

GAIA, INC. signed a big deal on Feb 5, 2025. Details to follow.

AI Summary

On February 5, 2025, GAIA, INC. entered into a material definitive agreement. The company, formerly known as GAIAM, INC., is incorporated in Colorado and headquartered in Louisville, CO. This filing is made pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Why It Matters

This filing indicates a significant contractual development for GAIA, INC., which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Numbers

• 000-27517 — Commission file number (SEC filing identifier)
• 84-1113527 — IRS Employer Identification No. (Tax identification for the company)

Key Players & Entities

• GAIA, INC. (company) — Registrant
• GAIAM, INC. (company) — Former Company Name
• February 5, 2025 (date) — Date of earliest event reported
• Colorado (jurisdiction) — State of incorporation
• Louisville, Colorado (location) — Principal executive offices
• 303-222-3600 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.0001 — mpany's Class A common stock, par value $0.0001 per share (the "Common Stock"), at a pu
• $5.00 — Stock"), at a public offering price of $5.00 per share of Class A common stock, in a
• $7.2 m — ds from the Offering were approximately $7.2 million, after deducting the underwriting
• $7.2 million — ompany intends to use the approximately $7.2 million of net proceeds from the Offering prima

Filing Documents

• ny20042856x2_8k.htm (8-K) — 33KB
• ny20042856x2_ex1-1.htm (EX-1.1) — 212KB
• ny20042856x2_ex5-1.htm (EX-5.1) — 10KB
• ny20042856x2_ex99-1.htm (EX-99.1) — 11KB
• ny20042856x2_ex99-2.htm (EX-99.2) — 10KB
• ny20042856x2_ex5-1img01.jpg (GRAPHIC) — 3KB
• ny20042856x2_ex99-1logo01.jpg (GRAPHIC) — 29KB
• ny20042856x2_ex99-2logo01.jpg (GRAPHIC) — 3KB
• 0001140361-25-003565.txt ( ) — 523KB
• gaia-20250205.xsd (EX-101.SCH) — 4KB
• gaia-20250205_lab.xml (EX-101.LAB) — 21KB
• gaia-20250205_pre.xml (EX-101.PRE) — 16KB
• ny20042856x2_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. On February 5, 2025, Gaia, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Roth Capital Partners, LLC, as representative of the several underwriters listed in Schedule 1 to the Underwriting Agreement (the "Underwriters"), pursuant to which the Company agreed to issue and sell to the Underwriters an aggregate of 1,600,000 shares of the Company's Class A common stock, par value $0.0001 per share (the "Common Stock"), at a public offering price of $5.00 per share of Class A common stock, in an underwritten public offering (the "Offering"), pursuant to a Registration Statement on Form S-3, which became effective under the Securities Act of 1933, as amended (the "Securities Act"), on December 20, 2024 (File No. 333-283767) (the "Registration Statement"), and a related prospectus, including the related final prospectus supplement filed with the SEC on February 6, 2025. In addition, pursuant to the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for a period of 45 calendar days from February 5, 2025, to purchase up to an additional 240,000 shares of Common Stock solely to cover over-allotments (the "Over-Allotment Option"). The net proceeds from the Offering were approximately $7.2 million, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the approximately $7.2 million of net proceeds from the Offering primarily for, but not limited to, enhancements of our AI (Artificial Intelligence) capabilities, the development of the Gaia Community project, and for general corporate purposes. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or contribute to payments that the Underwriters may be required to make in respect of t

01

Item 8.01. Other Events. On February 6, 2025 and February 7, 2025, the Company issued press releases with respect to the pricing and the closing of the Offering, respectively. The press releases are attached as Exhibits 99.1 and 99.2 hereto. The information included in Exhibits 99.1 and 99.2 of this Current Report on Form 8-K is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act, or the Exchange Act, regardless of any general incorporation language in any such filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated as of February 5, 2025, by and between Gaia, Inc. and Roth Capital Partners, LLC, as representative of the several underwriters named therein. 5.1 Legal Opinion of Foley & Lardner LLP. 23.1 Consent of Foley & Lardner LLP (included in Exhibit 5.1). 99.1 Press Release, issued by the Company on February 6, 2025 . 99.2 Press Release, issued by the Company on February 7, 2025. 104 Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Gaia, Inc. Date: February 7, 2025 /s/ Ned Preston Name: Ned Preston Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR