Filed Pursuant to Rule 424(b)(5)
Registration No. 333-255734
PROSPECTUS SUPPLEMENT
(To
Prospectus dated May 25, 2021)
Gaia, Inc.
1,855,000 Shares
Class A
Common Stock
We are offering 1,855,000 shares of our Class A common stock, par value $.0001 per share, as described in this prospectus supplement and the accompanying prospectus to certain existing investors and other institutional investors, as well as certain members of our board of directors and certain of our executive officers.
Our Class A common stock is listed on the Nasdaq Global Market under the symbol “GAIA.” The last reported sale price of our Class A common stock on the Nasdaq Global Market on September 29, 2023 was $2.72 per share.
As
of September 29, 2023, the aggregate market value of our voting and non-voting common stock held by non-affiliates pursuant to General Instruction I.B.6. of Form S-3 was $37,980,000, which was calculated based on 13,913,701 outstanding shares of our voting and non-voting common stock held by non-affiliates and at a price of $2.73 per share, the closing sale price of our common stock reported on the Nasdaq Global Market on September 19, 2023. During the 12 calendar months prior to and including the date of this prospectus supplement (excluding this offering), we have sold $0.00 of securities pursuant to General Instruction I.B.6 of Form S-3. As a result, we are eligible to offer and sell up to an aggregate of $12,660,000 of shares of our Class A common stock pursuant to General Instruction I.B.6. of Form S-3. Following this offering, we will have sold securities with an
aggregate market value of $5,008,500 pursuant to General Instruction I.B.6. of Form S-3 during the prior 12 calendar month period that ends on, and includes, the date of this prospectus supplement.
Investing in our Class A common stock involves a high degree of risk. Please read the “Risk Factors” beginning on page S-6 of this prospectus supplement, as well as in the accompanying prospectus and the documents incorporated by reference herein and therein, for a discussion of the factors you should carefully consider before deciding to purchase our Class A common stock.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
| | Per
Share | | | Total | |
Public offering price | | | $2.70 | | | $5,008,500 |
Underwriting
discounts and commissions(1) | | | $0.135 | | | $250,425 |
Proceeds,
before expenses, to us | | | $2.565 | | | $4,758,075 |
(1) | See “Underwriting” beginning on page S-14 of this prospectus supplement for information regarding compensation payable to the underwriter. |
Our Chief Executive Officer agreed to purchase an aggregate of $270,000 of shares of Class A common stock in this offering at the public offering price.
We have granted the underwriter an option for a period of 30 days to purchase up to an additional 278,250 shares of Class A common stock from
us at the public offering price, less the underwriting discounts and commissions.
Delivery of the shares of Class A common stock to investors is expected to be made on or about October 5, 2023, subject to customary closing conditions.
Lake Street
The date of this prospectus supplement is October 2, 2023.