Gaia, Inc. Files S-1 Registration Statement

TL;DR

Gaia Inc. just filed an S-1, looks like they're prepping to sell more stock.

AI Summary

Gaia, Inc. filed an S-1 registration statement on June 17, 2024, to register an unspecified number of securities. The company, formerly known as GAIAM, INC., is based in Louisville, Colorado, and operates in the motion picture and video tape production industry. The filing indicates a potential offering of securities, though specific details like the amount to be raised or the offering price are not yet disclosed.

Why It Matters

This S-1 filing signals Gaia, Inc.'s intention to potentially offer new securities to the public, which could impact its capital structure and future growth strategies.

Risk Assessment

Risk Level: medium — S-1 filings indicate potential future offerings, which carry inherent market and execution risks not fully detailed at this stage.

Key Numbers

• 333-280271 — SEC File Number (Identifies the specific registration statement with the SEC.)
• 0001089872 — Central Index Key (Unique identifier for Gaia, Inc. in the SEC's EDGAR system.)

Key Players & Entities

• GAIA, INC. (company) — Registrant
• GAIAM, INC. (company) — Former Company Name
• James Colquhoun (person) — Chief Executive Officer
• June 17, 2024 (date) — Filing Date
• Colorado (location) — State of Incorporation
• Louisville, CO (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — res") of Class A common stock par value $0.0001 per share, (the "Class A common stock")
• $1.50 — mon stock), which shall be no less than $1.50 (the "Stock Purchase Election"). Under
• $4.62 — g price of our Class A common stock was $4.62. Investing in our Class A common stock
• $3,162,500 — ting Shareholders for total proceeds of $3,162,500. $412,500 of those proceeds represented
• $412,500 — lders for total proceeds of $3,162,500. $412,500 of those proceeds represented a premium
• $8.19 — at a weighted-average exercise price of $8.19 per share; 1,325,492 shares of Class

Filing Documents

• ny20030891x1_s1.htm (S-1) — 343KB
• ny20030891x1_ex5-1.htm (EX-5.1) — 11KB
• ny20030891x1_ex10-13.htm (EX-10.13) — 143KB
• ny20030891x1_ex10-14.htm (EX-10.14) — 124KB
• ny20030891x1_ex10-15.htm (EX-10.15) — 111KB
• ny20030891x1_ex23-1.htm (EX-23.1) — 3KB
• ny20030891x1_ex23-2.htm (EX-23.2) — 2KB
• ny20030891x1_ex107.htm (EX-FILING FEES) — 26KB
• logo_gaia.jpg (GRAPHIC) — 16KB
• ny20030891x1_ex5-1image01.jpg (GRAPHIC) — 30KB
• ny20030891x1_ex5-1image02.jpg (GRAPHIC) — 29KB
• 0001140361-24-030355.txt ( ) — 867KB

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS 8

USE OF PROCEEDS

USE OF PROCEEDS 9 MARKET INFORMATION 10 STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 11 SELLING SHAREHOLDERS 13 PLAN OF DISTRIBUTION 15 LEGAL MATTERS 17 EXPERTS 18 INCORPORATION BY REFERENCE 19 WHERE YOU CAN FIND MORE INFORMATION 20 i TABLE OF CONTENTS ABOUT THIS PROSPECTUS Basis of Presentation This prospectus is part of a registration statement on Form S-1 that we filed with the U.S. Securities and Exchange Commission (the "SEC"). The Benefiting Shareholders may, from time to time, sell or otherwise dispose of the Resale Shares as described in this prospectus. We will not receive any proceeds from the sale or other disposition of the Resale Shares by such Benefiting Shareholders. Neither we nor the Benefiting Shareholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus. Neither we nor the Benefiting Shareholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Benefiting Shareholders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. As used in this prospectus, unless otherwise indicated or the context otherwise requires, references to "we," "us," "our," the "Company" and "Gaia" refer, collectively, to Gaia, Inc., and its consolidated subsidiaries. You should read this prospectus together with the additional information to which we refer you in the sections of this prospectus entitled "Where You Can Find More Information." Trademarks, Service Marks, and Trade Names We own or license the trademarks, service marks, and trade names that we use in connection with the operation of our business, including our corporate names, logos, and website names. This prospectus also may contain trademarks, service marks, trade names, and copyrights of other companies, which are the property of

Use of Proceeds

Use of Proceeds We will not receive any proceeds from the sale or other disposition of the Resale Shares by the Benefiting Shareholders. Controlled Company As of the date of this prospectus, Jirka Rysavy, our Executive Chairman, controls a majority of the voting power of shares eligible to vote in the election of our directors. As a result, we are a "controlled company" for purposes of the marketplace rules of the Nasdaq Global Market.

Risk Factors

Risk Factors Investing in our Class A common stock involves substantial risks. See "Risk Factors" and the other information included in, or incorporated by reference into, this prospectus for a discussion of certain factors you should carefully consider before deciding to invest in shares of our Class A common stock. Nasdaq Global Market Symbol "GAIA." (1) The number of shares of our Class A common stock to be outstanding after this offering is based on 18,046,018 shares of Class A common stock outstanding as of June 13, 2024, and excludes, as of that date, the following: 222,846 shares of Class A common stock issuable upon exercise of outstanding stock options, at a weighted-average exercise price of $8.19 per share; 1,325,492 shares of Class A common stock issuable upon the vesting and settlement of outstanding restricted stock units; 603,701 shares of Class A common stock available for future issuance under our 2009 Long Term Incentive Plan, or the 2009 Plan, and 1,649,950 shares of Class A common stock available for future issuance under our 2019 Long Term Incentive Plan, or the 2019 Plan, and any automatic increases in the number of shares of Class A common stock reserved for issuance under the 2009 Plan and the 2019 Plan and 213,947 shares of our Class A common stock reserved for future issuance under our 2019 Employee Stock Purchase Plan, or the 2019 ESPP, and any automatic increases in the number of shares of Class A common stock reserved for issuance under the 2019 ESPP. 5 TABLE OF CONTENTS

RISK FACTORS

RISK FACTORS An investment in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, as well as those set forth under the heading "Risk Factors" in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are incorporated by reference in this prospectus. Our business, financial condition or results of operations could be materially and adversely affected by any of these risks and uncertainties. In that case, the trading price of our Class A common stock could decline and you might lose all or part of your investment. In addition, the risks and uncertainties discussed below are not the only ones we face. Our business, financial condition or results of operations could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material, and these risks and uncertainties could result in

View Full Filing

View this S-1 filing on SEC EDGAR