Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

GAIA, INC.

(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

GAIA

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).

SIGNATURES

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

Exhibit 99.1

Gaia Sets Second Quarter 2023 Conference Call for Monday, July 31, 2023, at 4:30 p.m. ET

BOULDER, CO, July 24, 2023— Gaia, Inc. (NASDAQ: GAIA) (“Gaia” and/or the “Company”), a conscious media and community company,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. The company will report its financial results in a press release prior to the call.

Gaia management will host the conference call, followed by a question and answer period.

Date: Monday, July 31, 2023

Time: 4:30 p.m. Eastern time (2:30 p.m. Mountain time)

Toll-free dial-in number: 1-877-269-7751

International dial-in number: 1-201-389-0908

Conference ID: 13739670

Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Gateway Group at (949) 574-3860.

The conference call will be broadcast live and available for replay hereand via ir.gaia.com.

A telephonic replay of the conference call will be available after 7:30 p.m. Eastern time on the same day through August 14, 2023.

Toll-free replay number: 1-844-512-2921

International replay number: 1-412-317-6671

Replay ID: 13739670

In addition, as previewed in its June 26, 2023 press release, Gaia experienced a moderate increase in second quarter 2023 revenue and member count as compared to the first quarter of 2023, with revenue of $19.8 million compared to $19.6 million for the first quarter of 2023 and member count of approximately 775,000 compared to 766,000 for the first quarter of 2023. Further, Gaia experienced an increase in operating cash flow in the second 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.

About Gaia

Gaia is a member-supported global video streaming service and community that produces and curates conscious media through four primary channels—Seeking Truth, Transformation, Alternative Healing and Yoga—in four languages (English, Spanish, French and German) to its members in 185 countries. Gaia’s library includes over 10,000 titles, over 85% of which is exclusive to Gaia, and approximately 75% of viewership is generated by content produced or owned by Gaia. Gaia is available on Apple TV, iOS, Android, Roku, Chromecast, and sold through Amazon Prime Video and Comcast Xfinity. For more information about Gaia, visit www.gaia.com.

Company Contact:

Ned Preston

Chief Financial Officer

Gaia, Inc.

Investors@gaia.com

Investor Relations:

Gateway Group, Inc.

Cody Slach

(949) 574-3860

GAIA@gateway-grp.com

Document And Entity Information	Jul. 24, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 24, 2023
Entity Registrant Name	GAIA, INC.
Entity Central Index Key	0001089872
Entity Emerging Growth Company	false
Securities Act File Number	000-27517
Entity Incorporation, State or Country Code	CO
Entity Tax Identification Number	84-1113527
Entity Address, Address Line One	833 West South Boulder Road
Entity Address, City or Town	Louisville
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80027
City Area Code	303
Local Phone Number	222-3600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock
Trading Symbol	GAIA
Security Exchange Name	NASDAQ