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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission file number) |
(IRS Employer Identification No.) |
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(Address of principal executive offices) |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
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Trading Symbol(s) |
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Name of Each Exchange on Which Registered |
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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.
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Item 8.01. |
Other Events. |
As previously disclosed, on October 2, 2023, Gaia, Inc. (the “Company”) entered into an Underwriting Agreement (the “Agreement”) with Lake Street Capital Markets, LLC (“the Underwriter”) in connection with the Company’s offer and sale of 1,855,000 shares of Class A common stock, par value $.0001 per share (“Common Stock”), of the Company at $2.70 per share (the “Offering”). In connection therewith, the Company also granted the Underwriter a 30-day option to purchase up to an additional 278,250 shares of its Common Stock (the “Overallotment Option”).
On November 3, 2023, the Underwriter exercised a portion of its Overallotment Option, electing to purchase an additional 203,754 shares of Common Stock. The exercise of the Overallotment Option resulted in net proceeds to the Company of approximately $0.5 million, after deducting underwriting discounts and commissions and estimated offering expenses. Inclusive of the exercise of the Overallotment Option, a total of 2,058,754 shares of Common Stock were issued and sold in the Offering. The net proceeds from the Offering, including the exercise of the Overallotment Option, after deducting underwriting discounts and commissions and estimated offering expenses, were approximately $5.0 million. 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.
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.
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Gaia, Inc. |
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November 3, 2023 |
/s/ Ned Preston |
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Name: |
Ned Preston |
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Title: |
Chief Financial Officer |
Document And Entity Information |
Nov. 03, 2023 |
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| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Nov. 03, 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 |
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