S-3 1 ny20063726x1_s3.htm S-3

As filed with the Securities and Exchange Commission on January 26, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GAIA, INC.

(Exact name of registrant as specified in its charter)


Colorado			84-1113527
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

833 West South Boulder Road

Louisville, CO 80027

(303) 222-3600

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Kiersten Medvedich

Chief Executive Officer

833 West South Boulder Road

Louisville, CO 80027

(303) 222-3600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


Jason M. Hille Foley & Lardner LLP 777 E. Wisconsin Ave. Milwaukee, WI 53202 (414) 271-2400			Daniel L. Forman Esq. Tracy F. Buffer, Esq. Lowenstein Sandler LLP 1251 Avenue of the Americas New York, New York 10020 (212) 419-5904

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement as determined by market conditions and other factors.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


			Page
ABOUT THIS PROSPECTUS			ii
SUMMARY			1
RISK FACTORS			2
WHERE YOU CAN FIND MORE INFORMATION			3
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			3
FORWARD-LOOKING STATEMENTS			4
USE OF PROCEEDS			5
SELLING SHAREHOLDERS			6
PLAN OF DISTRIBUTION			8
LEGAL MATTERS			10
EXPERTS			11


Expenses of Issuance and Distribution ($ thousands)			$ Amount to be Paid
SEC registration fee			$ 187
Accounting fees and expenses			15,000
Legal fees and expenses			30,000
Printing fees and expenses			15,000
Total			$ 60,187


Exhibit No.			Description
3.1			Amended and Restated Articles of Incorporation of Gaiam, Inc. (now known as Gaia, Inc.) dated October 24, 1999 (incorporated by reference to Exhibit 3.1 of Gaia’s Form 10-Q filed August 9, 2016).
3.2			Articles of Amendment to Amended and Restated Articles of Incorporation of Gaiam, Inc. (now known as Gaia, Inc.) dated October 4, 2006 (incorporated by reference to Exhibit 3.2 of Gaia’s Form 10-Q filed August 9, 2016).
3.3			Articles of Amendment to the Amended and Restated Articles of Incorporation of Gaia, Inc., dated July 14, 2016 (incorporated by reference to Exhibit 3.3 of Gaia’s Form 10-Q filed August 9, 2016).
3.4			Amended and Restated Bylaws of Gaia, Inc. (incorporated by reference to Exhibit 3.1 of Gaia’s Form 8-K filed May 1, 2023).
3.5			Articles of Amendment to the Amended and Restated Articles of Incorporation of Gaia, Inc., effective May 20, 2024 (incorporated by reference to Exhibit 3.1 of Gaia’s Form 8-K filed May 21, 2024).
4.1			Form of Gaia, Inc. Stock Certificate (incorporated by reference to Exhibit 4.1 of Gaia’s Form S-8 filed April 29, 2019).
4.2			Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.2 of Gaia’s Form 10-K filed February 24, 2020).
5.1*			Opinion of Foley & Lardner, LLP.
10.1*			Option Agreement, dated as of December 16, 2025, by and among Gaia, Inc. and the investors named on the signature pages thereto.
10.2*			Registration Rights Agreement, dated as of December 16, 2025, by and among Gaia, Inc. and the investors named on the signature pages thereto.
10.3*			Form of Pre-Funded Common Stock Purchase Warrant.
23.1*			Consent of Frank, Rimerman + Co. LLP, independent registered public accounting firm.
23.2*			Consent of Foley & Lardner LLP (included in Exhibit 5.1).
24*			Power of Attorney (included on the signature page hereto).
107*			Filing Fee Table.


			GAIA, INC.
						(Registrant)

			/s/ Kiersten Medvedich
						Kiersten Medvedich
						Chief Executive Officer
						(Principal Executive Officer)


	/s/ Kiersten Medvedich
January 26, 2026		Kiersten Medvedich
		Chief Executive Officer
		(Principal Executive Officer)

	/s/ Ned Preston
January 26, 2026		Ned Preston
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

	/s/ Jirka Rysavy
January 26, 2026		Jirka Rysavy
		Chairman and Director

	/s/ Kristin Frank
January 26, 2026		Kristin Frank
		Director

	/s/ Keyur Patel
January 26, 2026		Keyur Patel
		Director

	/s/ Paul Sutherland
January 26, 2026		Paul Sutherland
		Director



	/s/ Anaal Udaybabu
January 26, 2026		Anaal Udaybabu
		Director
	/s/ Kimberly Arem
January 26, 2026		Kimberly Arem
		Director

SEC Form S-3 filed by Gaia Inc.