S-1 1 ny20030891x1_s1.htm FORM S-1

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

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GAIA, INC.

(Exact name of registrant as specified in its charter)

Colorado			7812			84-1113527
(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

833 West South Boulder Road

Louisville, CO 80027

(303) 222-3600

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

James Colquhoun

Chief Executive Officer

833 West South Boulder Road

Louisville, CO 80027

(303) 222-3600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jason M. Hille

Foley & Lardner LLP

777 E. Wisconsin Ave.

Milwaukee, WI 53202

(414) 271-2400

John D. Hogoboom, Esq.

Lowenstein Sandler LLP

1251 Avenue of the Americas

New York, New York 10020

(646) 414-6846

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462I under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

			Page
ABOUT THIS PROSPECTUS			ii
SUMMARY			1
THE OFFERING			5
RISK FACTORS			6
FORWARD-LOOKING STATEMENTS			8
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

Title of Class of Common Stock	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership⁽¹⁾	Percent of Class⁽²⁾	Percent of Class A Assuming Full Conversion of Class B Ownership⁽³⁾
Class A	Ameriprise Financial, Inc.⁽⁴⁾	1,173,798	6.50%	5.01%
	AWM Investment Company, Inc.⁽⁵⁾	1,738,257	9.63%	7.41%
	Koller Capital LLC⁽⁶⁾	1,267,763	7.03%	5.41%
	Nantahala Capital Management, LLC⁽⁷⁾	915,029	5.07%	3.90%
	Flint Ridge Capital LLC⁽⁸⁾	950,000	5.26%	4.05%
	John P. Szabo, Jr.⁽⁸⁾	1,745,000	9.67%	7.44%
	Jirka Rysavy⁽⁹⁾	6,028,845	25.71%	25.71%
	Paul Tarell	152,802	0.85%	*
	Kiersten Medvedich⁽¹⁰⁾	44,806	*	*
	James Colquhoun	1,033,203	5.73%	4.41%
	Paul Sutherland⁽¹¹⁾	303,227	1.68%	*
	Kristin E. Frank⁽¹²⁾	90,968	*	*
	Anaal Udaybabu	—	—	—
	Keyur Patel	—	—	—
	All directors and current executive officers as a group (7 persons)	7,501,049	41.57%	31.99%
Class B	Jirka Rysavy⁽⁹⁾	1,400,000	25.93%	5.97%
	Jirka Rysavy, LLC⁽⁹⁾	4,000,000	74.07%	17.06%
	All directors and current executive officers as a group (7 persons)	5,400,000	100.00%	N/A

Expenses of Issuance and Distribution			$ Amount to be Paid
SEC registration fee			$1,403.47
Accounting fees and expenses			40,000.00
Legal fees and expenses			60,000.00
Printing and engraving expenses			15,000.00
Total Expenses of Issuance and Distribution			$116,403.47

Exhibit No.			Description
3.1			Amended and Restated Articles of Incorporation of Gaiam, Inc. (now known as Gaia, Inc.) dated October 24, 1999 (incorporated by reference to Exhibit 3.1 of Gaia’s Form 10-Q filed August 9, 2016).
3.2			Articles of Amendment to Amended and Restated Articles of Incorporation of Gaiam, Inc. (now known as Gaia, Inc.) dated August 4, 2006 (incorporated by reference to Exhibit 3.2 of Gaia’s Form 10-Q filed August 9, 2016).
3.3			Articles of Amendment to the Amended and Restated Articles of Incorporation of Gaia, Inc., dated July 14, 2016 (incorporated by reference to Exhibit 3.3 of Gaia’s Form 10-Q filed August 9, 2016).
3.4			Amended and Restated Bylaws of Gaia, Inc. (incorporated by reference to Exhibit 3.1 of Gaia’s Form 8-K filed May 1, 2023).
3.5			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).
4.1			Form of Gaia, Inc. Stock Certificate (incorporated by reference to Exhibit 4.1 of Gaia’s Form S-8 filed April 29, 2019).
4.2			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).
5.1**			Opinion of Foley & Lardner, LLP.
10.1*			Gaiam, Inc. (now known as Gaia, Inc.) 2009 Long-Term Incentive Plan, dated January 15, 2009 (incorporated by reference to Exhibit A of Gaia’s proxy statement filed March 13, 2009).
10.2*			Form of Employee Stock Option Agreement, under Gaia’s 2009 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.15 of Gaia’s Form 10-K filed March 16, 2010).
10.3*			Form of Restricted Stock Unit Awards Agreement under Gaia’s 2009 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 of Gaia’s Form 8-K filed July 8, 2016).
10.4			Form of Indemnification Agreement (incorporated by reference to Exhibit 10.19 of Gaia’s Form 10-K filed March 31, 2014).
10.5*			Gaia, Inc. 2019 Long-Term Incentive Plan, dated April 25, 2019 (incorporated by reference to Exhibit A of Gaia’s proxy statement filed March 8, 2019).
10.6*			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).
10.7*			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)).
10.8*			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).
10.9			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).
10.10			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).
10.11			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).
10.12			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).
10.13**			Option Agreement, dated as of April 18, 2024, by and among Gaia, Inc. and the investors named on the signature pages thereto.
10.14**			Registration Rights Agreement, dated as of April 18, 2024, by and among Gaia, Inc. and the investors named on the signature pages thereto.

Exhibit No.			Description
10.15**			Form of Pre-Funded Common Stock Purchase Warrant.
21.1			List of Gaia, Inc. Subsidiaries (incorporated by reference to Exhibit 21.1 of Gaia’s Form 10-K filed March 29, 2024).
23.1**			Consent of Armanino LLP, independent registered accounting firm.
23.2**			Consent of Frank, Rimerman + Co. LLP, independent registered public accounting firm.
23.3**			Consent of Foley & Lardner LLP (included in Exhibit 5.1).
97			Gaia, Inc. Compensation Recovery Policy, adopted November 20, 2023 (incorporated by reference to Exhibit 97 of Gaia’s Form 10-K filed March 29, 2024).
107**			Filling Fee Table

			GAIA, INC.
			(Registrant)

			/s/ James Colquhoun
			James Colquhoun
			Chief Executive Officer and Director (Principal Executive Officer)

			/s/ James Colquhoun
June 17, 2024			James Colquhoun
			Chief Executive Officer and Director (Principal Executive Officer)

			/s/ Ned Preston
June 17, 2024			Ned Preston
			Chief Financial Officer (Principal Financial and Accounting Officer)

			/s/ Jirka Rysavy
June 17, 2024			Jirka Rysavy
			Executive Chairman and Director

			/s/ Kristin Frank
June 17, 2024			Kristin Frank
			Director

			/s/ Keyur Patel
June 17, 2024			Keyur Patel
			Director

			/s/ Paul Sutherland
June 17, 2024			Paul Sutherland
			Director

			/s/ Anaal Udaybabu
June 17, 2024			Anaal Udaybabu
			Director

SEC Form S-1 filed by Gaia Inc.