SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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)

(Exact name of registrant as specified in its charter)

(State or other jurisdiction

(Commission file number)

833 West South Boulder Road

Louisville, Colorado 80027

(Address of principal executive offices)

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Name of Each Exchange on Which Registered

Class A Common Stock

Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 pursuant to Section 13(a) of the Exchange Act. ☐

Entry into a Material Definitive Agreement.

On October 2, 2023, Gaia, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Lake Street Capital Markets, LLC (the “Underwriter”), relating to the previously announced underwritten offering of 1,855,000 shares (the “Shares”) of the Company’s Class A common stock, par value $.0001 per share (the “Common Stock” and such offering, the “Offering”).

Under the terms of the Underwriting Agreement, the Company granted the Underwriter a 30-day option to purchase up to 278,250 additional shares of Common Stock (the “Option”).

The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company has agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), and to contribute to any payment that the Underwriter may be required to make because of any of those liabilities.

The Offering was made pursuant to an effective registration statement on Form S-3 (Registration Statement No. 333-255734), as previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”), a base prospectus included as part of the registration statement, and a final prospectus supplement filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

The Offering is expected to close on October 5, 2023. The Company intends to use the net proceeds from the Offering for general corporate purposes, which may include additions to working capital, financing of capital expenditures, repayment of indebtedness, acquisitions and strategic investment opportunities.

The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.

A copy of the legal opinion of Foley & Lardner LLP relating to the validity of the issuance and sale of the Common Stock in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

Regulation FD Disclosure.

On October 3, 2023, the Company issued a press release announcing the pricing of the Offering. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information included in Exhibit 99.1 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 of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.

Financial Statements and Exhibits.

Underwriting Agreement, dated as of October 2, 2023, by and between Gaia, Inc. and Lake Street Capital Markets, LLC.

Legal Opinion of Foley & Lardner LLP.

Consent of Foley & Lardner LLP (included in Exhibit 5.1).

Press Release, issued by the Company on October 3, 2023.

Cover Page Interactive Data File (formatted as inline XBRL)

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.

Date: October 4, 2023

Chief Financial Officer

Colorado	000-27517	84-1113527
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS Employer Identification No.)

	Gaia, Inc.

Date: October 4, 2023	/s/ Ned Preston
	Name:	Ned Preston
	Title:	Chief Financial Officer

833 West South Boulder Road Louisville, Colorado 80027
(Address of principal executive offices)

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Class A Common Stock		GAIA		Nasdaq Global Market

Exhibit No.	Description
1.1	Underwriting Agreement, dated as of October 2, 2023, by and between Gaia, Inc. and Lake Street Capital Markets, LLC.
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 October 3, 2023.
104	Cover Page Interactive Data File (formatted as inline XBRL)