SEC Form S-1 filed by Gaia Inc.

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 $0.0001 per share, (the “Class A common stock”) of Gaia, Inc., a Colorado corporation. Pursuant to that certain Option Agreement, dated April 18, 2024, between Gaia and the Benefiting Shareholders (the “Option Agreement”), the Resale Shares are issuable to the Benefiting Shareholders upon: (i) the Benefiting Shareholders’ exercise of a one-time purchase right to cause Gaia to purchase certain shares of its majority-owned subsidiary (the “Subsidiary Shares”) issued and sold to the Benefiting Shareholders in a private placement transaction, which closed on April 18, 2024 (the “Option”), and (ii) Gaia’s election to pay for the Subsidiary Shares in shares of its Class A common stock having a value per share equal to the trailing 5-day average VWAP prior to the closing of the purchase (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of Class A common stock), which shall be no less than $1.50 (the “Stock Purchase Election”). Under the Option Agreement, Gaia also has the right to purchase the Subsidiary Shares for cash (a “Cash Election”). Accordingly, in the event that Gaia makes a Cash Election, no Resale Shares will be issued.

If, as a result of the Stock Purchase Election, the Benefiting Shareholders, together with their affiliates and certain related parties, would beneficially own more than 9.99% of the outstanding shares of Class A common stock, the Benefiting Shareholders shall receive pre-funded warrants (the “Pre-Funded Warrants”) in lieu of shares of Class A common stock in the amount of such excess. Each Pre-Funded Warrant is exercisable for one share of Class A common stock at an exercise price of $0.0001 per share. The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full, however a holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if the holder, together with its affiliates and certain related parties, would beneficially own in excess of 9.99% of the number of shares of Class A common stock outstanding immediately after giving effect to such exercise. The Resale Shares include the shares of Class A common stock issuable upon the exercise of any Pre-Funded Warrants issued to the Benefiting Shareholders. See “Selling Shareholders” for additional information.

We are registering the Resale Shares pursuant to the Benefiting Shareholders’ registration rights under a registration rights agreement, dated April 18, 2024, between us and the Benefiting Shareholders (the “Registration Rights Agreement”). We are not selling any shares of Class A common stock under this prospectus and will not receive any of the proceeds from the sale or other disposition of the Resale Shares by the Benefiting Shareholders. All expenses of registration incurred in connection with this offering are being borne by us. All selling and other expenses incurred by the Benefiting Shareholders will be borne by the Benefiting Shareholders.

This prospectus describes the manner in which the Resale Shares may be sold or otherwise disposed of by the Benefiting Shareholders. You should carefully read this prospectus, as well as the documents incorporated by reference or deemed to be incorporated by reference into this prospectus, carefully before you invest. See “Plan of Distribution” for additional information regarding the sale or other disposition by the Benefiting Shareholders of the Resale Shares.

Our Class A common stock is currently listed on the NASDAQ Global Market under the symbol “GAIA.” On June 13, 2024, the closing price of our Class A common stock was $4.62.

Investing in our Class A common stock involves a high degree of risk. Before making an investment decision, please read the information under “Risk Factors” beginning on page 6 of this prospectus and under similar headings in any filing with the Securities and Exchange Commission that is incorporated by reference herein.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

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.”

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 their respective owners. Solely for convenience, the trademarks, service marks, trade names, and copyrights referred to in this prospectus are listed without the TM, SM, ©, and ® symbols, but we will assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors, if any, to these trademarks, service marks, trade names, and copyrights.

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 a loss of all or part of your investment. In assessing the risks and uncertainties described below, you should also refer to the other information contained in this prospectus and the documents incorporated by reference herein, including our consolidated financial statements and the related notes thereto, before making a decision to invest in our Class A common stock.

The market price and trading volume of our Class A common stock have been, and may continue to be, subject to significant fluctuations due not only to general stock market conditions, but also to changes in sentiment in the market regarding the industry in which we operate, our operations, business prospects or liquidity, or this offering. In addition to the risk factors discussed in our periodic reports and in this prospectus, the price and volume volatility of our Class A common stock may be affected by actual or anticipated sales of Class A common stock by us and/or our directors, officers or shareholders, whether in the market, in connection with business acquisitions, in this offering or in subsequent public offerings. Stock markets in general have at times experienced extreme volatility unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our Class A common stock, regardless of our operating results.

As a result, these fluctuations in the market price and trading volume of our Class A common stock may make it difficult to predict the market price of our Class A common stock in the future, cause the value of your investment to decline and make it more difficult to resell our Class A common stock.

In order to raise additional capital, we may in the future offer additional shares of our Class A common stock or other securities convertible into or exchangeable for our Class A common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any future offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing shareholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into our Class A common stock, in future transactions or acquisitions may be higher or lower than the price per share paid by investors in this offering.

In addition, we may engage in one or more potential acquisitions in the future, which could involve issuing our Class A common stock as some or all of the consideration payable by us to complete such acquisitions. If we issue Class A common stock or securities linked to our Class A common stock, the newly issued securities may have a dilutive effect on the interests of the holders of our Class A common stock. Additionally, future sales of newly issued shares used to effect an acquisition could depress the market price of our Class A common stock.

Mr. Rysavy holds 100% of our 5,400,000 outstanding shares of Class B common stock and also owns 628,845 shares of Class A common stock. The shares of Class B common stock are convertible into shares of Class A common stock at any time. Each share of Class B common stock has ten votes per share, and each share of Class A common stock has one vote per share. Consequently, Mr. Rysavy holds approximately 76% of our voting stock and is able to exert substantial influence over and control matters requiring approval by shareholders, including the election of directors, increasing our authorized capital stock, or a merger or sale of substantially all of our assets. As a result of Mr. Rysavy’s control of us, no change of control can occur without Mr. Rysavy’s consent.

We have no current plans to pay dividends on our Class A common stock. Any future determination to pay dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on many factors, including our cash balances and potential future capital requirements for strategic transactions, including acquisitions, results of operations, financial condition and other factors that our board of directors may deem relevant. In addition, our ability to pay cash dividends is restricted by the terms of our credit agreement, which contains terms restricting or limiting the amount of dividends that may be declared or paid on our Class A common stock. As a result, our shareholders may not receive any return on an investment in our Class A common stock unless they sell their Class A common stock for a price greater than that which they paid for it.

In order to raise additional capital, we may, in the future, offer additional shares of our Class A common stock or other securities convertible into or exchangeable for our Class A common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing shareholders. The price per share at which we sell additional shares of our Class A common stock, or securities convertible or exchangeable into Class A common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering.

This prospectus and the documents incorporated by reference herein contain forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact are forward looking statements that involve risks and uncertainties. When used in this discussion, we intend the words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “future,” “hope,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “strive,” “target,” “will,” “would” and similar expressions as they relate to us to identify such forward-looking statements. Our actual results could differ materially from the results anticipated in these forward-looking statements as a result of certain factors set forth under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, and elsewhere in this prospectus.

Risks and uncertainties that could cause actual results to differ include, without limitation: our ability to attract new members and retain existing members; our ability to compete effectively, including for customer engagement with different modes of entertainment; maintenance and expansion of device platforms for streaming; fluctuation in customer usage of our service; fluctuations in quarterly operating results; service disruptions; production risks, general economic conditions; future losses; loss of key personnel; price changes; brand reputation; acquisitions; new initiatives we undertake; security and information systems; legal liability for website content; failure of third parties to provide adequate service; future internet-related taxes; our founder’s control of us; litigation; consumer trends; the effect of government regulation and programs; the impact of public health threats; our ability to remediate the material weaknesses in our internal control over financial reporting; and other risks and uncertainties included in our filings with the SEC. We caution you that no forward-looking statement is a guarantee of future performance, and you should not place undue reliance on these forward-looking statements which reflect our views only as of the date of this report. We undertake no obligation to update any forward-looking information.

We will not receive any of the proceeds from the sale or other disposition of the Resale Shares by the Benefiting Shareholders. We will pay all expenses associated with effecting the registration of the Resale Shares, including filing and printing fees, the Company’s counsel and accounting fees and expenses, costs associated with clearing the shares for sale under applicable state securities laws, listing fees, fees and expenses of one counsel to the Benefiting Shareholders up to an aggregate of $10,000, and the Benefiting Shareholders’ other reasonable out-of-pocket expenses in connection with the registration, but excluding discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar securities industry professionals with respect to the sale or other disposition of the Resale Shares.

Our Class A common stock is currently listed on the NASDAQ Global Market under the symbol “GAIA.” The closing price of our Class A common stock on June 13, 2024 was $4.62 per share. As of June 13, 2024, there were approximately 3,208 holders of record of our Class A common stock.

The following table sets forth information with respect to the beneficial ownership of our common stock as of May 31, 2024 for (i) each person (or group of affiliated persons) who, insofar as we have been able to ascertain, beneficially owned more than 5% of the outstanding shares of our Class A common stock or Class B common stock, (ii) each director, (iii) each named executive officer, and (iv) all current directors and executive officers as a group. We have based our calculation of the percentage of beneficial ownership on 18,046,018 shares of our Class A common stock and 5,400,000 shares of our Class B common stock outstanding on May 31, 2024.

This prospectus covers the sale or other disposition by the Benefiting Shareholders identified in the table below, or their donees, pledgees, transferees or other successors-in-interest, of up to 2,108,334 shares of Class A common stock (the “Resale Shares”). None of the Benefiting Shareholders identified in the table below has been an officer or director of ours or any of our predecessors or affiliates within the last three years. None of the Benefiting Shareholders had a material relationship with us or any of our affiliates within the last three years.

On April 18, 2024, Igniton, Inc., a Colorado corporation (“Igniton”), and majority-owned subsidiary of Gaia, closed a sale of 2,750,000 shares of Igniton common stock (the “Subsidiary Shares”) to the Benefiting Shareholders for total proceeds of $3,162,500. $412,500 of those proceeds represented a premium that was passed to Gaia pursuant to that certain Option Agreement, dated April 18, 2024, between Gaia and the Benefiting Shareholders (the “Option Agreement”). Pursuant to the Option Agreement, the Resale Shares are issuable to the Benefiting Shareholders upon: (i) the Benefiting Shareholders’ exercise of a one-time purchase right to cause Gaia to purchase the Subsidiary Shares for the total amount of $3,162,500 (the “Option”), and, (ii) if Gaia at its sole option decides not to elect to settle the trade in cash (a “Cash Election”), then Gaia at its sole option can settle the Subsidiary Shares in shares of its Class A common stock having a value per share equal to the trailing 5-day average VWAP prior to the closing of the purchase (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of Class A common stock), which shall be no less than $1.50 (the “Stock Purchase Election”). Accordingly, in the event that Gaia makes a Cash Election, no Resale Shares will be issued. As used herein, “VWAP” means, for any date, the daily volume weighted average price of the Class A common stock for such date (or the nearest preceding date) on the principal market on which the Class A common stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), and “Trading Day” means any day on which the principal market on which the shares of Class A common stock are traded is open for trading during its regular trading hours.

If, as a result of the Stock Purchase Election, the Benefiting Shareholders, together with their affiliates and certain related parties, would beneficially own more than 9.99% of the outstanding shares of Class A common stock, the Benefiting Shareholders shall receive pre-funded warrants (the “Pre-Funded Warrants”) in lieu of shares of Class A common stock in the amount of such excess. Under the Option Agreement, Gaia also has the right to purchase the Subsidiary Shares for cash (a “Cash Election”). Accordingly, in the event that Gaia makes a Cash Election, no Resale Shares will be issued. Each Pre-Funded Warrant is exercisable for one share of Class A common stock at an exercise price of $0.0001 per share. The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full, however a holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if the holder, together with its affiliates and certain related parties, would beneficially own in excess of 9.99% of the number of shares of Class A common stock outstanding immediately after giving effect to such exercise. The Resale Shares include the shares of Class A common stock issuable upon the exercise of any Pre-Funded Warrants issued to the Benefiting Shareholders.

The following table and the accompanying footnotes are based in part on information provided to us by the Benefiting Shareholders. The table and footnotes assume that the Benefiting Shareholders will sell all of the Resale Shares registered hereby. However, because the Benefiting Shareholders may sell all or some of their shares under this prospectus from time to time, or in another permitted manner, we cannot assure you as to the actual number of shares that will be sold by the Benefiting Shareholders in this offering or that will be held by the Benefiting Shareholders after completion of this offering. We do not know how long the Benefiting Shareholders will hold the shares before selling them. The inclusion of any shares in this table does not constitute an admission of beneficial ownership by the persons named below. See “Plan of Distribution.”

Pursuant to the terms of the Option Agreement, the Benefiting Shareholders may receive Pre-Funded Warrants upon a Stock Election by us. The Pre-Funded Warrants contain blockers preventing the exercise of the Pre-Funded Warrants if as a result of such exercise the holder would beneficially own more than 9.99% of our Class A common stock. The numbers of shares listed in the first and third columns of the table below assume the exercise in full of the Pre-Funded Warrants held by each Benefiting Shareholder without giving effect to such blockers, but the percentages set forth in the fourth column give effect to such blockers.

We are registering the sale or other disposition by the Benefiting Shareholders or their permitted transferees of the Resale Shares which consist of up to 2,108,334 shares of Class A common stock. We will not receive any of the proceeds from the sale or other disposition of the Resale Shares by the Benefiting Shareholders.

The Benefiting Shareholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of Class A common stock or interests in shares of Class A common stock received after the date of this prospectus from a Benefiting Shareholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of Class A common stock or interests in shares of Class A common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

The Benefiting Shareholders may use any one or more of the following methods when disposing of shares or interests therein:

The Benefiting Shareholders may, from time to time, pledge or grant a security interest in some or all of the shares of Class A common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of Class A common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of Benefiting Shareholders to include the pledgee, transferee or other successors in interest as Benefiting Shareholders under this prospectus. The Benefiting Shareholders also may transfer the shares of Class A common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

In connection with the sale of our Class A common stock or interests therein, the Benefiting Shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Class A common stock in the course of hedging the positions they assume. The Benefiting Shareholders may also sell shares of our Class A common stock short and deliver these securities to close out their short positions, or loan or pledge the Class A common stock to broker-dealers that in turn may sell these securities. The Benefiting Shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The aggregate proceeds to the Benefiting Shareholders from the sale of the Class A common stock offered by them will be the purchase price of the Class A common stock less discounts or commissions, if any. Each of the

Benefiting Shareholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of Class A common stock to be made directly or through agents. We will not receive any of the proceeds from this offering. Upon any exercise of the warrants by payment of cash, however, we will receive the exercise price of the warrants.

The Benefiting Shareholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, provided that they meet the criteria and conform to the requirements of that rule.

The Benefiting Shareholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Benefiting Shareholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.

To the extent required, the shares of our Class A common stock to be sold, the names of the Benefiting Shareholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

In order to comply with the securities laws of some states, if applicable, the Class A common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the Class A common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

We have advised the Benefiting Shareholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the Benefiting Shareholders and their affiliates. In addition, to the extent applicable we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the Benefiting Shareholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The Benefiting Shareholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act

We have agreed to indemnify the Benefiting Shareholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus.

We have agreed with the Benefiting Shareholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (i) the date that such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 and certain other conditions have been satisfied, or (ii) all of the securities have been sold or otherwise disposed of pursuant to the registration statement of which this prospectus forms a part or in a transaction in which the transferee receives freely tradable shares.

The validity of the issuance of the shares of Class A common stock offered hereby will be passed upon for Gaia, Inc. by Foley & Lardner, LLP, Milwaukee, Wisconsin.

The consolidated financial statements incorporated in this prospectus by reference to our Annual Report on Form 10-K for the year ended December 31, 2023, have been so incorporated in reliance on the report by Frank, Rimerman + Co. LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The consolidated financial statements incorporated in this prospectus by reference to our Annual Report on Form 10-K for the year ended December 31, 2022, have been so incorporated in reliance on the report Armanino LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The SEC allows us to “incorporate by reference” information from other documents that we file with it, which means we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information in this prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus. We incorporate by reference in this prospectus the documents listed below:

In addition, we incorporate by reference in this prospectus any future filings that we may make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the termination of the offering under this prospectus, as well as filings made under such sections after the date of the initial registration statement and prior to effectiveness of the registration statement. These documents may include annual, quarterly and current reports, as well as proxy statements. Notwithstanding the foregoing, we are not incorporating any document or information deemed to have been furnished and not filed in accordance with SEC rules.

We will furnish without charge to you, on written or oral request, a copy of any or all of the documents incorporated by reference, including exhibits to these documents. You should direct any requests for documents to 833 West South Boulder Road, Louisville, Colorado 80027 Attention: Investor Relations or call (303) 222-3600. You may also access these filings on our website at http://www.gaia.com. We do not incorporate the information on our website into this prospectus and you should not consider any information on, or that can be accessed through, our website as a part of this prospectus (other than those filings with the SEC that we specifically incorporate by reference into this prospectus).

Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed modified, superseded, or replaced for purposes of this prospectus to the extent that a statement contained in this prospectus modifies, supersedes, or replaces such statement.

We have filed with the SEC, a registration statement on Form S-1 under the Securities Act with respect to the shares of Class A common stock offered by this prospectus. This prospectus, filed as part of the registration statement, does not contain all of the information set forth in the registration statement and its exhibits and schedules. You can find further information about us in the registration statement and its exhibits and schedules. Statements in this prospectus about the contents of any contract, agreement or other document are not necessarily complete and, in each instance, we refer you to the copy of such contract, agreement or document filed as an exhibit to the registration statement, with each such statement being qualified in all respects by reference to the document to which it refers.

The SEC maintains an Internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that website is http://www.sec.gov. We are also required to file annual, quarterly and current reports, proxy statements and other information with the SEC. These periodic reports, proxy statements and other information will be available at website of the SEC referred to above. We also maintain a website at http://www.gaia.com. Information contained on our website is not a part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only.

The following table sets forth the estimated expenses to be borne by the registrant in connection with the issuance and distribution of the shares of common stock being registered hereby.

Colorado law provides for indemnification of directors, officers and other employees in certain circumstances (C.R.S. (§) 7-109-101 et. seq.) and for the elimination or limitation of the personal liability for monetary damages of directors under certain circumstances (C.R.S. (§) 7-108-402). Gaia’s Amended and Restated Articles of Incorporation limit the personal liability for monetary damages of directors and provide indemnification to directors and officers of Gaia to the fullest extent permitted by the Colorado Business Corporation Act. Among other things, these provisions provide indemnification for officers and directors against liabilities for judgments in and settlements of lawsuits and other proceedings and for the advance and payment of reasonable fees and expenses incurred by the director or officer in defense of the lawsuit or proceeding.

Gaia has entered into indemnification agreements with each of its directors and certain executive officers. These agreements provide that Gaia will indemnify each of its directors and certain executive officers to the fullest extent permitted by law.

Gaia maintains a $20,000,000 directors and officers insurance policy providing insurance indemnifying Gaia’s directors and executive officers for certain liabilities. This insurance policy insures the past, present and future directors and officers of Gaia, with certain exceptions, from claims arising out of any error, misstatement, misleading statement, act, omission, neglect or breach of duty by any of the directors while acting in their capacities as such. Claims include claims arising from sales and purchases of Gaia securities and shareholder derivative actions.

On April 18, 2024, Igniton, Inc., a Colorado corporation (“Igniton”), and majority-owned subsidiary of Gaia, closed a sale of 2,750,000 shares of Igniton common stock (the “Subsidiary Shares”) to the Benefiting Shareholders for total proceeds of $3,162,500. $412,500 of those proceeds represented a premium that was passed to Gaia pursuant to that certain Option Agreement, dated April 18, 2024, between Gaia and the Benefiting Shareholders (the “Option Agreement”). Pursuant to the Option Agreement, the Resale Shares are issuable to the Benefiting Shareholders upon: (i) the Benefiting Shareholders’ exercise of a one-time purchase right to cause Gaia to purchase the Subsidiary Shares for the total amount of $3,162,500 (the “Option”), and if (ii) Gaia at its sole option decides not to elect to settle the trade in cash (a “Cash Election”), then Gaia at its sole option can settle the Subsidiary Shares in shares of its Class A common stock having a value per share equal to the trailing 5-day average VWAP prior to the closing of the purchase (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of Class A common stock), which shall be no less than $1.50 (the “Stock Purchase Election”). Accordingly, in the event that Gaia makes a Cash Election, no Resale Shares will be issued.

If, as a result of the Stock Purchase Election, the Benefiting Shareholders, together with their affiliates and certain related parties, would beneficially own more than 9.99% of the outstanding shares of Class A common stock, the Benefiting Shareholders shall receive pre-funded warrants (the “Pre-Funded Warrants”) in lieu of shares of Class A common stock in the amount of such excess. Under the Option Agreement, Gaia also has the right to purchase the Subsidiary Shares for cash (a “Cash Election”). Accordingly, in the event that Gaia makes a Cash Election, no Resale Shares will be issued. Each Pre-Funded Warrant is exercisable for one share of Class A common stock at an exercise price of $0.0001 per share. The Pre-Funded Warrants are immediately exercisable and may be exercised at

any time until all of the Pre-Funded Warrants are exercised in full, however a holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if the holder, together with its affiliates and certain related parties, would beneficially own in excess of 9.99% of the number of shares of Class A common stock outstanding immediately after giving effect to such exercise.

In connection with the foregoing, we relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.

The undersigned registrant hereby undertakes:

provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Louisville, State of Colorado, on the 17^th day of June, 2024.

KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and appoints James Colquhoun, as his or her true and lawful attorney-in-fact and agent, with full power of substitution for him or her in any and all capacities, to sign (i) any and all amendments (including post-effective amendments) to this registration statement and (ii) any registration statement or post-effective amendment thereto to be filed with the United States Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.