Shareholders’ Equity

12 Months Ended

Dec. 31, 2021

Stockholders Equity Note [Abstract]

Shareholders’ Equity

12. Shareholders’ Equity

Our common stock has two classes, Class A and Class B. Each holder of our Class A common stock is entitled to one vote for each share held on all matters submitted to a vote of shareholders. Each holder of our Class B common stock is entitled to ten votes on all matters submitted to a vote of shareholders. There are no cumulative voting rights. All holders of our Class A common stock and our Class B common stock vote as a single class on all matters that are submitted to the shareholders for a vote, except as provided by law or as set forth in our charter. Shareholders may consent to an action in writing and without a meeting under certain circumstances. Jirka Rysavy, our chairman and CEO, holds 100% of our 5,400,000 outstanding shares of Class B common stock and also owns 378,778 shares of Class A common stock. Consequently, our chairman holds approximately 79% of our voting stock and is able to exert substantial influence over and to 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.

Our Class A common stock and our Class B common stock are entitled to receive dividends, if any, as may be declared by our board of directors out of legally available funds. In the event of a liquidation, dissolution or winding up of Gaia, our Class A common stock and our Class B common stock are entitled to share ratably in our assets remaining after the payment of all of our debts and other liabilities. Holders of our Class A common stock and our Class B common stock have no preemptive, subscription or redemption rights, and there are no redemption or sinking fund provisions applicable to our Class A common stock or our Class B common stock.

Our Class B common stock may not be transferred unless converted into our Class A common stock, other than certain transfers to affiliates, a trust, family members, and charitable organizations. Shares of our Class B common stock are convertible one-for-one into shares of our Class A common stock, at the option of the holder of the Class B common stock.

During 2021 and 2020, we issued shares of our Class A common stock as shown in the table below under our 2019 Long-Term Incentive Plan (the “2019 Plan”) and the 2009 Long-Term Incentive Plan (the “2009 Plan”).

	For the Years Ended December 31,
	2021		2020
Shares issued to independent directors for vesting of restricted stock    units issued for services rendered, in lieu of cash compensation		19,184		18,720
Shares issued to employees upon exercise of stock options, vesting    of restricted stock units, and employee stock purchase program		116,393		354,113

In June 2020, we issued 139,617 shares of Class A common stock as additional consideration for an earnout related to an acquisition that was completed in June 2019 based on the acquired platform maintaining profitability and exceeding the upper threshold of a member growth target as of June 30, 2020. We relieved the $0.4 million liability that was recorded for this additional consideration when we issued the Class A common stock.  In addition, during June 2020 we issued 247,270 shares of Class A common stock upon conversion of $1.75 million in secured convertible promissory notes issued as partial consideration for the acquisitions described above.

As of December 31, 2021, we had the following Class A common shares reserved for future issuance:

Conversion of Class B common stock	5,400,000
Reserved under the ESPP	254,644
Stock options outstanding under the 2009 Plan	229,196
Restricted stock units outstanding under the 2009 Plan	517,705
Restricted stock units outstanding under the 2019 Plan	480,937
Total shares reserved for future issuance	6,882,482