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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/10/20 Gaia, Inc. 8-K:1,2,9 9/09/20 13:530K ActiveDisclosure/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 30K 2: EX-10.1 Material Contract HTML 77K 3: EX-10.2 Material Contract HTML 104K 4: EX-99.1 Miscellaneous Exhibit HTML 16K 9: R1 Document And Entity Information HTML 46K 11: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- gaia-8k_20200909_htm XML 15K 10: EXCEL IDEA Workbook of Financial Reports XLSX 6K 6: EX-101.LAB XBRL Labels -- gaia-20200909_lab XML 56K 7: EX-101.PRE XBRL Presentations -- gaia-20200909_pre XML 34K 5: EX-101.SCH XBRL Schema -- gaia-20200909 XSD 19K 12: JSON XBRL Instance as JSON Data -- MetaLinks 12± 19K 13: ZIP XBRL Zipped Folder -- 0001564590-20-043170-xbrl Zip 54K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM i 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): i September 9, 2020
i GAIA, INC.
(Exact Name of Registrant as Specified in its Charter)
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i Colorado |
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i 84-1113527 |
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(State or Other Jurisdiction |
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(Commission File |
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(IRS Employer |
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i 833 West South Boulder Road, i Louisville, i CO i 80027-2452 |
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(Address of Principal Executive Offices; Zip Code) |
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Registrant’s telephone number, including area code: ( i 303) i 222-3600 |
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(Former Name or Former Address, if Changed Since Last Report) |
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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):
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i ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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i ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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i ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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i ☐ 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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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i Class A Common Stock |
i GAIA |
i 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 i ☐
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 1.01 |
Entry into a Material Definitive Agreement. |
On September 9, 2020, Gaia’s wholly owned subsidiary Boulder Road LLC sold a 50% undivided interest in the office campus that houses Gaia’s headquarters to Westside Boulder, LLC. Boulder Road retained a 50% undivided interest in the property as well as full ownership of Gaia’s studio and production facilities. Boulder Road received consideration of $13.15 million in the transaction. Simultaneously with the closing of the sale, Boulder Road used the sale proceeds, along with the proceeds of a $4 million loan to Gaia from an affiliate of Westside Boulder, to repay all outstanding amounts secured by the mortgage on the property from BDS III Mortgage Capital B LLC, as lender. The $4 million promissory note is unsecured, bears interest at 5.75% per annum, and is due on the earlier of January 3, 2022 or the date on which the owners of the property finance it through the incurrence of mortgage debt. In connection with the transaction, Boulder Road leased the property pursuant to a master lease for a term extending through September 30, 2030, with two five-year extensions. Gaia guaranteed Boulder Road’s obligations under the master lease, and the existing leases on portions of the property became subleases under the master lease.
A copy of the purchase and sale agreement executed in connection with the transaction between Boulder Road and Westside Boulder is attached as Exhibit 10.1 and incorporated herein by this reference. A copy of the master lease between Boulder Road as lessee and Boulder Road and Westside Boulder as lessors is attached as Exhibit 10.2 and incorporated herein by this reference. A copy of the press release issued by Gaia announcing the transaction is attached as Exhibit 99.1 and incorporated herein by reference.
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Item 1.02 |
Termination of a Material Definitive Agreement. |
The information set forth under Item 1.01 is incorporated by reference.
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Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
The information set forth under Item 1.01 is incorporated by reference.
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Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. |
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Description of Exhibit |
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10.1 |
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10.2 |
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99.1 |
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104 |
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Cover Page Interactive Data File |
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.
By: /s/ Paul Tarell
Name: Paul Tarell
Title: Chief Financial Officer
Date: September 10, 2020
| This ‘8-K’ Filing | Date | Other Filings | ||
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| 9/30/30 | ||||
| 1/3/22 | ||||
| Filed on: | 9/10/20 | SC 13G/A | ||
| For Period end: | 9/9/20 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/29/24 Gaia, Inc. 10-K 12/31/23 99:18M Donnelley … Solutions/FA 3/06/23 Gaia, Inc. 10-K 12/31/22 92:10M Donnelley … Solutions/FA 11/09/20 Gaia, Inc. 10-Q 9/30/20 47:4.7M ActiveDisclosure/FA |