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): November 1, 2019

 

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, CO 80027-2452

(Address of Principal Executive Offices; Zip Code)

 

Registrant’s telephone number, including area code: (303) 222-3600

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

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):

 

☐ 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.    

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Item 2.02

Results of Operations and Financial Condition.

On November 4, 2019, Gaia issued a press release announcing results for its quarter ended September 30, 2019. A copy of the press release is attached as Exhibit 99.1 to this Current Report.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02 and in Exhibit 99.1 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 Registrant’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 5.02

Appointment of Certain Officers; Departure of Directors or Certain Officers; Election of Directors; Compensatory Arrangements of Certain Officers.

 

Former Chief Executive Officer and President of Vimeo, Dae Mellencamp will be joining the Company as Chief Operating Officer on November 11, 2019. From January 2009 to March 2015, Ms. Mellencamp served as General Manager and subsequently Chief Executive Officer and President of Vimeo, a leading global video platform and subscription service. During her tenure, Vimeo grew to become a video site reaching over 160 million monthly users worldwide, expanded to multiple languages and new platforms from mobile to OTT and developed a SaaS offering with over 500,000 paying subscribers.

 

There was no understanding or arrangement between Ms. Mellencamp and any other person pursuant to which Ms. Mellencamp was selected as an officer. There are no family relationships between Ms. Mellencamp and any member of the Board or executive officer of the Company, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Effective November 1, 2019, Jaymi Bauer ceased to serve as an officer of the Company

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

 

 

 

 

Exhibit No.

  

Description of Exhibit

 

 

 

99.1

  

Press Release issued by Gaia on November 4, 2019


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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: November 5, 2019

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