Machine learning predictions based on historical earnings data and price patterns
1-Day Prediction
+7.81%
$3.58
100% positive prob.
5-Day Prediction
+9.44%
$3.63
100% positive prob.
20-Day Prediction
+7.15%
$3.56
95% positive prob.
SEC 8-K filings with transcript text
Mar 2, 2026 · 100% conf.
1D
+7.81%
$3.58
Act: -4.22%
5D
+9.44%
$3.63
Act: -0.90%
20D
+7.15%
$3.56
8-K
0001089872false00010898722026-03-022026-03-02
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 02, 2026
(Exact name of Registrant as Specified in Its Charter)
Colorado
000-27517
84-1113527
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
833 West South Boulder Road
Louisville, Colorado
80027
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (303) 222-3600
(Former Name or Former Address, if Changed Since Last Report)
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:
Title of each class
Trading Symbol(s)
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. ☐
Item 2.02 Results of Operations and Financial Condition. On March 2, 2026, Gaia, Inc. (the “Company”) issued a press release announcing results for its quarter and year ended December 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, (the “Securities Act”)or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits.
Exhibit No.
Description
99.1
Press Release issued by Gaia, Inc. on March 2, 2026.
104
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:
March 2, 2026
By:
/s/ Ned Preston
Ned Preston, Chief Financial Officer
Nov 3, 2025
8-K
0001089872false00010898722025-11-032025-11-03
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 03, 2025
(Exact name of Registrant as Specified in Its Charter)
Colorado
000-27517
84-1113527
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
833 West South Boulder Road
Louisville, Colorado
80027
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (303) 222-3600
(Former Name or Former Address, if Changed Since Last Report)
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:
Title of each class
Trading Symbol(s)
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. ☐
Item 2.02 Results of Operations and Financial Condition. On November 3, 2025, Gaia, Inc. (the “Company”) issued a press release announcing results for its quarter ended September 30, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, (the “Securities Act”)or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 5.02 Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 30, 2025 the Board of Directors (the “Board”) of Gaia, Inc. (the “Company” or “Gaia”) appointed Yonathan Nuta, age 44, as Chief Operating Officer, effective October 30, 2025. Mr. Nuta will report to Ms. Medvedich, in her role as Chief Executive Officer of Gaia. Mr. Nuta has most recently served as Chief Product Officer at Babylon.com and Fabric.io. From October 2016 through May 2021. He served as an executive at Gaia. In connection with his appointment, Mr. Nuta will receive a base salary of $425,000 and an annual target bonus of up to 100% of his annual salary, and at the sole discretion of the compensation committee of the Board (the “Compensation Committee”), a $42,000 transportation allowance for one year, and, 85,000 restricted stock units (“RSUs”) issued as a long-term incentive award under the Gaia, Inc. 2019 Long-Term Incentive Plan (the “2019 Plan”). These RSUs will vest annually over four years, 25% each year on October 30, 2026 through 2029 subject to continued employment.
On June 27, 2025, the Board appointed Kiersten Medvedich, age 53, as Gaia’s Chief Executive Officer. Ms. Medvedich’s compensation was approved by the Compensation Committee on October 30, 2025, from the compensation previously disclosed in the Company's definitive proxy statement on Schedule 14A filed with the Securities Exchange Commission on April 8, 2025. In connection with her appointment, Ms. Medvedich will receive a base salary of $450,000.
On October 29, 2025, the Board elected Kimberly Arem, age 54, to the Board, effective October 29, to fill a vacancy on the Board. Ms. Arem will serve as a director with a term expiring at the Company’s Annual Meeting of Stockholders in 2026, and until Ms. Arem’s successor shall have been duly elected and qualified, or until Ms. Arem’s earlier death, resignation, disqualification or removal. The Board determined that Ms. Arem is not an independent director pursuant to the Securities Act, and the listing standards of the Nasdaq Stock Market. Accordingly, Ms. Arem will not serve on any of the Board’s committees. Ms. Arem has no direct or indirect materia
Aug 11, 2025
8-K
false000108987200010898722025-08-112025-08-11
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 11, 2025
(Exact name of Registrant as Specified in Its Charter)
Colorado
000-27517
84-1113527
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
833 West South Boulder Road
Louisville, Colorado
80027
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (303) 222-3600
(Former Name or Former Address, if Changed Since Last Report)
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:
Title of each class
Trading Symbol(s)
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. ☐
Item 2.02 Results of Operations and Financial Condition. On August 11, 2025, Gaia, Inc. (the “Company”) issued a press release announcing results for its quarter ended June 30, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any of the Registrant’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits.
Exhibit No.
Description
99.1
Press Release issued by Gaia, Inc. on August 11, 2025
104
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:
August 11, 2025
By:
/s/ Ned Preston
Ned Preston, Chief Financial Officer
May 12, 2025
8-K
0001089872false00010898722025-05-122025-05-12
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 12, 2025
(Exact name of Registrant as Specified in Its Charter)
Colorado
000-27517
84-1113527
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
833 West South Boulder Road
Louisville, Colorado
80027
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (303) 222-3600
(Former Name or Former Address, if Changed Since Last Report)
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:
Title of each class
Trading Symbol(s)
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. ☐
Item 2.02 Results of Operations and Financial Condition. On May 12, 2025, Gaia, Inc. (the “Company”) issued a press release announcing results for its quarter ended March 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any of the Registrant’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 12, 2025, the Company announced that the Board of Directors of the Company (the “Board”) appointed Kiersten Medvedich, age 52, as Chief Executive Officer on May 10, 2025, effective late in the second quarter of 2025. Ms. Medvedich will be taking over the Chief Executive Officer position from James Colquhoun. Mr. Colquhoun will be assuming the role of Chief Business Development Officer. Ms. Medvedich has served as Gaia’s President since June 2023, and she previously served as Executive Vice President of Content from June 2020 until June 2023 and joined the Office of President in November 2020. She previously served as Senior Vice President of Content, Vice President of Content Production and Senior Director of Content Production since joining Gaia in November 2016. Her experience has been firmly rooted in all facets of management and production and brings a level of national broadcast experience to Gaia by way of her long-standing tenure with Sony Pictures Television.
The Company did not enter into any material new compensatory arrangements, or materially amend any existing compensation arrangements in connection with Ms. Medvedich’s appointment as Chief Executive Officer, and her compensation remains materially consistent with that previously disclosed on the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities Exchange Commission on April 8, 2025.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits
Exhibit No.
Description of Exhibit
99.1
Press Release issued by Gaia, Inc. on May 12, 2025.
104
Cover Page Interactive Data File.
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 thereunto duly authorized.
Date:
May 12, 2025
By:
/s/ Ned Preston
Name: Ned Preston Title: Chief Financial Officer
Mar 10, 2025
8-K
false000108987200010898722025-03-102025-03-10
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 10, 2025
(Exact name of Registrant as Specified in Its Charter)
Colorado
000-27517
84-1113527
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
833 West South Boulder Road
Louisville, Colorado
80027
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (303) 222-3600
(Former Name or Former Address, if Changed Since Last Report)
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:
Title of each class
Trading Symbol(s)
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On March 10, 2025, Gaia, Inc. (the “Company”) issued a press release announcing results for its quarter and year ended December 31, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report.
In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any of the Registrant’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description of Exhibit
99.1
Press Release issued by Gaia, Inc. on March 10, 2025.
104
Cover Page Interactive Data File.
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 thereunto duly authorized.
Date:
March 10, 2025
By:
/s/ Ned Preston
Name: Ned Preston Title: Chief Financial Officer
Feb 24, 2025
8-K
0001089872false00010898722025-02-242025-02-24
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 24, 2025
(Exact name of Registrant as Specified in Its Charter)
Colorado
000-27517
84-1113527
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
833 West South Boulder Road
Louisville, Colorado
80027
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (303) 222-3600
(Former Name or Former Address, if Changed Since Last Report)
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:
Title of each class
Trading Symbol(s)
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On February 24, 2025, Gaia, Inc. (the “Company”) issued a press release announcing certain financial results for its quarter and year ended December 31, 2024. The Company has scheduled a conference call on Monday, March 10, 2025, at 4:30 p.m. Eastern time (2:30 p.m. Mountain time) to discuss these financial results. The Company will report its full financial results in a press release prior to the conference call. A copy of the press release is attached as Exhibit 99.1 to this Current Report.
In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any of the Registrant’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description of Exhibit
99.1
Press Release issued by Gaia, Inc. on February 24, 2025.
104
Cover Page Interactive Data File.
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 thereunto duly authorized.
Date:
February 24, 2025
By:
/s/ Ned Preston
Name: Ned Preston Title: Chief Financial Officer
Feb 5, 2025
falseGAIA, INC0001089872833 WEST BOULDER ROAD80027-2452NASDAQ00010898722025-02-052025-02-05
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 5, 2025
(Exact name of registrant as specified in its charter)
Colorado
000-27517
84-1113527
(State or other jurisdiction
of incorporation)
(Commission file number)
(IRS Employer
Identification No.)
833 West South Boulder Road
Louisville, Colorado 80027
(Address of principal executive offices)
(303) 222-3600
(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:
Title of Each Class
Trading
Symbol(s)
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. ☐
Item 2.02.
Results of Operations and Financial Condition.
On February 5, 2025, Gaia, Inc. (the “Company”) filed a preliminary prospectus supplement (the “Preliminary Prospectus Supplement”) to its effective shelf registration statement on Form S-3 (No. 333-283767) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an underwritten public offering (the “Offering”) of shares of the Company’s Class A common stock. The Preliminary Prospectus Supplement contains certain preliminary unaudited estimated financial results for the fourth quarter and fiscal year ended December 31, 2024. Such preliminary unaudited estimated results are furnished in the excerpt from the Preliminary Prospectus Supplement attached hereto as Exhibit 99.1.
Item 7.01.
Regulation FD Disclosure.
A copy of the press release announcing the launch of the Offering is included herewith as Exhibit 99.2 and is incorporated by reference.
The information in Items 2.02 and 7.01 and in Exhibits 99.1 and 99.2 attached hereto is intended to be 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 in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01.
Other Events.
As part of the Company’s ongoing efforts to enhance its corporate governance by increasing the representation of independent directors on the Company’s Board of Directors (the “Board”), the Board informed James Colquhoun that it does not intend to nominate him at the Company’s 2025 annual meeting of shareholders (the “2025 Annual Meeting”). Mr. Colquhoun will continue to serve as a member of the Board until the 2025 Annual Meeting.
Mr. Colquhoun will continue to serve as Chief Executive Officer of the Company following the 2025 Annual Meeting. Additionally, the Board has invited Mr. Colquhoun to remain as a non-voting Board observer following the 2025 Annual Meeting. In this capacity, Mr. Colquhoun will continue to attend Board meetings and receive Board materials, but will not have voting rights or be counted for quorum purposes.
The Board intends to nominate Robert Grant as an independent director for election to the Board at the 2025 Annual Meeting to serve for a term to expire at the next annual meeting of shareholders. Mr. Grant will be included as a nominee for election by the shareholders in the Company’s proxy statement for the 2025 Annual Meeting.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit No.
Description
99.1
Excerpt from Preliminary Prospectus Supplement, dated February 5, 2025.
99.2
Press Release, issued by the Company on February 5, 2025.
104
Cover Page Interactive Data File (formatted as inline XBRL).
Pursuan
Nov 4, 2024
8-K
false000108987200010898722024-11-042024-11-04
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 4, 2024
(Exact name of Registrant as Specified in Its Charter)
Colorado
000-27517
84-1113527
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
833 West South Boulder Road
Louisville, Colorado
80027
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (303) 222-3600
(Former Name or Former Address, if Changed Since Last Report)
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:
Title of each class
Trading Symbol(s)
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On November 4, 2024, Gaia, Inc. issued a press release announcing results for its quarter ended September 30, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report.
In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any of the Registrant’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description of Exhibit
99.1
Press Release issued by Gaia on November 4, 2024.
104
Cover Page Interactive Data File.
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 thereunto duly authorized.
Date:
November 4, 2024
By:
/s/ Ned Preston
Name: Ned Preston Title: Chief Financial Officer
Aug 5, 2024
8-K
0001089872false00010898722024-08-052024-08-05
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 5, 2024
(Exact name of Registrant as Specified in Its Charter)
Colorado
000-27517
84-1113527
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
833 West South Boulder Road
Louisville, Colorado
80027
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (303) 222-3600
(Former Name or Former Address, if Changed Since Last Report)
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:
Title of each class
Trading Symbol(s)
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On August 5, 2024, Gaia, Inc. issued a press release announcing results for its quarter ended June 30, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report.
In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any of the Registrant’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description of Exhibit
99.1
Press Release issued by Gaia on August 5, 2024.
104
Cover Page Interactive Data File.
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 thereunto duly authorized.
Date:
May 6, 2024
By:
/s/ Ned Preston
Name: Ned Preston Title: Chief Financial Officer
May 6, 2024
8-K
false000108987200010898722024-05-062024-05-06
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 6, 2024
(Exact name of Registrant as Specified in Its Charter)
Colorado
000-27517
84-1113527
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
833 West South Boulder Road
Louisville, Colorado
80027
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (303) 222-3600
(Former Name or Former Address, if Changed Since Last Report)
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:
Title of each class
Trading Symbol(s)
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On May 6, 2024, Gaia, Inc. issued a press release announcing results for its quarter ended March 31, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report.
In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any of the Registrant’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description of Exhibit
99.1
Press Release issued by Gaia on May 6, 2024.
104
Cover Page Interactive Data File.
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 thereunto duly authorized.
Date:
May 6, 2024
By:
/s/ Ned Preston
Name: Ned Preston Title: Chief Financial Officer
Apr 2, 2024
8-K
false000108987200010898722024-03-272024-03-27
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 27, 2024
(Exact name of registrant as specified in its charter)
Colorado
000-27517
84-1113527
(State or other jurisdiction of incorporation)
(Commission file number)
(IRS Employer Identification No.)
833 West South Boulder Road Louisville, Colorado 80027 (Address of principal executive offices)
(303) 222 -3600 (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:
Title of Each Class
Trading Symbol(s)
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 o
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. o
Item 2.02. Results of Operations and Financial Condition.
On March 27, 2024, Gaia, Inc. (the “Company”) held a conference call to discuss its financial results for the quarter and year ended December 31, 2023. The Company was unable to file the Current Report on Form 8-K that furnished the press release announcing such results with the Securities and Exchange Commission (the “SEC”) prior to the commencement of the conference call. Accordingly, and in accordance with the rules of the SEC, the Company is furnishing a transcript of its conference call herewith as Exhibit 99.1 to this Current Report.
In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit No.
Description
99.1
Earnings Call Transcript, dated March 27, 2024.
104
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.
Gaia, Inc.
April 2, 2024
/s/ Ned Preston
Name:
Ned Preston
Title:
Chief Financial Officer
Mar 27, 2024
false0001089872COCO00010898722024-03-212024-03-21
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 21, 2024
(Exact name of registrant as specified in its charter)
Colorado
000-27517
84-1113527
(State or other jurisdiction
of incorporation)
(Commission file number)
(IRS Employer
Identification No.)
833 West South Boulder Road
Louisville, Colorado
80027
(Address of principal executive offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (303) 222-3600
(Former Name or Former Address, if Changed Since Last Report)
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:
Title of Each Class
Trading
Symbol(s)
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. ☐
Item 2.02.
Results of Operations and Financial Condition.
On March 27, 2024, Gaia, Inc. (the “Company”) issued a press release announcing results for its quarter and year ended December 31, 2023. A copy of the press release is attached as Exhibit 99.1 to this Current Report.
In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 4.02.
Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
The restatements described below have been incorporated in the information contained in the press release furnished as Exhibit 99.1 hereto. On March 21, 2024, the Audit Committee (the “Audit Committee”) of the Board of Directors of the Company, after discussion with the Company’s management and its current independent registered public accounting firm, Frank, Rimerman + Co. LLP, concluded that the Company’s audited and unaudited consolidated financial statements for the year ended December 31, 2022 and each of its interim periods ended March 31, 2022 through September 30, 2023 (the “Non-Reliance Periods”) included in the associated Annual Report on Form 10-K and Quarterly Reports on Forms 10-Q for each of the Non-Reliance Periods, filed with the U.S. Securities and Exchange Commission (the “SEC”), should no longer be relied upon due to the errors described below and should be restated.
In preparation of the December 31, 2023 consolidated financial statements, the Company identified certain prior period misstatements in relation to the Company’s consolidated financial statements as of and for each of the Non-Reliance Periods.
As a result of the errors described below, the audited and unaudited consolidated financial statements for each of the Non-Reliance Periods, and the related audit report of the Company’s previous independent registered public accounting firm, Armanino LLP, should no longer be relied upon. Similarly, any previously issued or filed reports, press releases, earnings releases, and investor
The Company will disclose in its Annual Report on Form 10-K for the year ended December 31, 2023 the restated consolidated financial statements for each of the Non-Reliance Periods (“Restatements”).
The Company expects to file its Annual Report on Form 10-K for the year ended December 31, 2023 with the SEC on a tim
Oct 30, 2023
8-K
false000108987200010898722023-09-302023-09-30
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 30, 2023
(Exact name of Registrant as Specified in Its Charter)
Colorado
000-27517
84-1113527
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
833 West South Boulder Road
Louisville, Colorado
80027
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (303) 222-3600
(Former Name or Former Address, if Changed Since Last Report)
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:
Title of each class
Trading Symbol(s)
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On October 30, 2023, Gaia issued a press release announcing results for its quarter ended September 30, 2023. A copy of the press release is attached as Exhibit 99.1 to this Current Report.
In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any of the Registrant’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description of Exhibit
99.1
Press Release issued by Gaia on September 30, 2023
104
Cover Page Interactive Data File
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 thereunto duly authorized.
Date:
October 30, 2023
By:
/s/ Ned Preston
Name: Ned Preston Title: Chief Financial Officer
Jul 31, 2023
8-K
0001089872false00010898722023-07-312023-07-31
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 31, 2023
(Exact name of Registrant as Specified in Its Charter)
Colorado
000-27517
84-1113527
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
833 West South Boulder Road
Louisville, Colorado
80027
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (303) 222-3600
(Former Name or Former Address, if Changed Since Last Report)
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:
Title of each class
Trading Symbol(s)
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On July 31, 2023, Gaia issued a press release announcing results for its quarter ended June 30, 2023. A copy of the press release is attached as Exhibit 99.1 to this Current Report.
In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any of the Registrant’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description of Exhibit
99.1
Press Release issued by Gaia on July 31, 2023
104
Cover Page Interactive Data File
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 thereunto duly authorized.
Date:
July 31, 2023
By:
/s/ Ned Preston
Name: Ned Preston Title: Chief Financial Officer
Jul 24, 2023
8-K
False000108987200010898722023-07-242023-07-24
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 24, 2023
(Exact name of registrant as specified in its charter)
Colorado
000-27517
84-1113527
(State or other jurisdiction of incorporation)
(Commission file number)
(IRS Employer Identification No.)
833 West South Boulder Road Louisville, Colorado 80027
(Address of principal executive offices)
(303) 222-3600
(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:
Title of Each Class
Trading Symbol(s)
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.
Item 2.02.
Results of Operations and Financial Condition.
On July 24, 2023, Gaia, Inc. (the “Company”) issued a press release announcing it will conduct a conference call on Monday, July 31, 2023, at 4:30 p.m. Eastern time (2:30 p.m. Mountain time) to discuss its financial results for the second quarter ended June 30, 2023. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
As previewed in our June 26, 2023 press release, as such press release related to our anticipated second quarter results (the “Press Release”), in the second quarter of 2023, we experienced a moderate increase in revenue and member count as compared to the first quarter of 2023, with revenue of $19.8 million for the second quarter of 2023 as compared to $19.6 million for the first quarter of 2023 and member count of approximately 775,000 for the second quarter of 2023 as compared to 766,000 for the first quarter of 2023. Further, as previewed in the Press Release, we experienced an increase in operating cash flow in the second quarter of 2023 as compared to the first quarter of 2023, with operating cash flow of approximately $3.3 million for the second quarter of 2023 as compared to $3.1 million for the first quarter of 2023.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, 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 incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit No.
Description
99.1
Press Release, issued by the Company on July 24, 2023.
104
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.
Gaia, Inc.
Date: July 24, 2023
/s/ Ned Preston
Name:
Ned Preston
Title:
Chief Financial Officer
May 1, 2023
8-K
false000108987200010898722023-04-202023-04-20
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 20, 2023
(Exact name of Registrant as Specified in Its Charter)
Colorado
000-27517
84-1113527
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
833 West South Boulder Road
Louisville, Colorado
80027
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (303) 222-3600
(Former Name or Former Address, if Changed Since Last Report)
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:
Title of each class
Trading Symbol(s)
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On May 1, 2023, Gaia issued a press release announcing results for its quarter ended March 31, 2022. A copy of the press release is attached as Exhibit 99.1 to this Current Report.
In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any of the Registrant’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description of Exhibit
3.1
Amended and Restated Bylaws of Gaia, Inc., effective April 20, 2023 (incorporated by reference to Exhibit 3.1 of Gaia Inc.'s Current Report on Form 8-K filed on April 25, 2023)
99.1
Press Release issued by Gaia on May 1, 2023
104
Cover Page Interactive Data File
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 thereunto duly authorized.
Date:
May 1, 2023
By:
/s/ Paul Tarell
Name: Paul Tarell Title: Chief Financial Officer
Mar 6, 2023
8-K
0001089872false00010898722022-12-312022-12-31
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 31, 2022
(Exact name of Registrant as Specified in Its Charter)
Colorado
000-27517
84-1113527
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
833 West South Boulder Road
Louisville, Colorado
80027
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (303) 222-3600
(Former Name or Former Address, if Changed Since Last Report)
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:
Title of each class
Trading Symbol(s)
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On March 6, 2023, Gaia issued a press release announcing results for its quarter and year ended December 31, 2022. A copy of the press release is attached as Exhibit 99.1 to this Current Report.
In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any of the Registrant’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description of Exhibit
99.1
Press Release issued by Gaia on March 6, 2023
104
Cover Page Interactive Data File
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 thereunto duly authorized.
Date:
March 6, 2023
By:
/s/ Paul Tarell
Name: Paul Tarell Title: Chief Financial Officer
Nov 7, 2022
8-K
false000108987200010898722022-11-072022-11-07
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 07, 2022
(Exact name of Registrant as Specified in Its Charter)
Colorado
000-27517
84-1113527
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
833 West South Boulder Road
Louisville, Colorado
80027
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (303) 222-3600
(Former Name or Former Address, if Changed Since Last Report)
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:
Title of each class
Trading Symbol(s)
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On November 7, 2022, Gaia issued a press release announcing results for its quarter ended September 30, 2022. A copy of the press release is attached as Exhibit 99.1 to this Current Report.
In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any of the Registrant’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description of Exhibit
99.1
Press Release issued by Gaia on Nov 7, 2022
104
Cover Page Interactive Data File
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 thereunto duly authorized.
Date:
November 7, 2022
By:
/s/ Paul Tarell
Name: Paul Tarell Title: Chief Financial Officer
Aug 1, 2022
gaia-8k_20220801.htm
false 0001089872
0001089872
2022-08-01 2022-08-01
PURSUANT TO SECTION 13 OR 15(d) OF THE
Date of Report (Date of Earliest Event Reported): August 1, 2022
(Exact Name of Registrant as Specified in its Charter)
Colorado
000-27517
84-1113527
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
833 West South Boulder Road, Louisville, CO 80027-2452
(Address of Principal Executive Offices; Zip Code)
Registrant’s telephone number, including area code: (303) 222-3600
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
☐ 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:
Title of each class
Trading Symbol(s)
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. ☐
Item 2.02
Results of Operations and Financial Condition.
On August 1, 2022, Gaia issued a press release announcing results for its quarter ended June 30, 2022. A copy of the press release is attached as Exhibit 99.1 to this Current Report.
In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any of the Registrant’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits
Exhibit No.
Description of Exhibit
99.1
Press Release issued by Gaia on Aug 1, 2022
104
Cover Page Interactive Data File
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.
By: /s/ Paul Tarell Name: Paul Tarell Title: Chief Financial Officer
Date: August 1, 2022
May 2, 2022
gaia-8k_20220428.htm
false 0001089872
0001089872
2022-04-28 2022-04-28
PURSUANT TO SECTION 13 OR 15(d) OF THE
Date of Report (Date of Earliest Event Reported): April 28, 2022
(Exact Name of Registrant as Specified in its Charter)
Colorado
000-27517
84-1113527
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
833 West South Boulder Road, Louisville, CO 80027-2452
(Address of Principal Executive Offices; Zip Code)
Registrant’s telephone number, including area code: (303) 222-3600
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
☐ 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:
Title of each class
Trading Symbol(s)
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. ☐
Item 2.02
Results of Operations and Financial Condition.
On May 2, 2022, Gaia issued a press release announcing results for its quarter ended March 31, 2022. A copy of the press release is attached as Exhibit 99.1 to this Current Report.
In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any of the Registrant’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 5.07
Submission of Matters to a Vote of Security Holders.
On April 28, 2022, Gaia held its 2022 annual meeting of shareholders. At that meeting, the shareholders elected seven directors for one-year terms. For more information on the meeting, see Gaia’s definitive proxy statement for the 2022 annual meeting of shareholders, filed with the Securities and Exchange Commission on March 14, 2022.
Proposal 1
All nominees for director were elected by the following votes, each to serve until the next annual meeting of shareholders to be held in 2022 or until successors are duly elected and qualified:
Broker
For
Withheld
Non-Votes
Jirka Rysavy
58,072,787
3,009,623
—
Kristin Frank
58,081,636
3,000,774
—
James Colquhoun
58,065,392
3,017,018
—
David Maisel
58,085,376
2,997,034
—
Keyur Patel
58,085,469
2,996,941
—
Paul Sutherland
58,090,607
2,991,803
—
Anaal Udaybabu
58,085,220
2,997,190
—
Item 9.01
Financial Statements and Exhibits
(d) Exhibits
Exhibit No.
Description of Exhibit
99.1
Press Release issued by Gaia on May 2, 2022
104
Cover Page Interactive Data File
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.
By: /s/ Paul Tarell Name: Paul Tarell Title: Chief Financial Officer
Date: May 2, 2022
This page provides Gaia Inc. (GAIA) earnings call transcripts from SEC 8-K filings along with AI-powered predictions for post-earnings price movements. Our machine learning models analyze historical earnings data, pre-earnings price patterns, volume changes, and volatility to predict 1-day, 5-day, and 20-day returns after each earnings release.
Earnings transcripts are sourced directly from SEC EDGAR filings. Predictions are generated using gradient boosting models trained on GAIA's historical earnings reactions. All predicted returns are shown as percentages, and predicted prices are calculated from the closing price at the time of prediction. Past performance does not guarantee future results.