Gaia Inc-A美股招股说明书(2026-02-05版)

Gaia, Inc. Up to 373,333 SharesClassA common stock This prospectus relates to the proposed resale or other disposition by the selling shareholders identified in thisprospectus (collectively, the “Benefiting Shareholders”) of up to 373,333 shares (the “Resale Shares”) of Class Acommon stock par value $0.0001 per share, (the “Class A common stock”) of Gaia, Inc., a Colorado corporationthat may be issued to the Benefiting Shareholders as described below. Pursuant to that certain Option Agreement,dated December 16, 2025, between Gaia and the Benefiting Shareholders (the “Option Agreement”), the ResaleShares are issuable to the Benefiting Shareholders upon: (i) the Benefiting Shareholders’ exercise of a one-timepurchase right to cause Gaia to purchase certain shares of its majority-owned subsidiary (the “SubsidiaryShares”) issued and sold to the Benefiting Shareholders in a private placement transaction, which closed onDecember 16, 2025, and (ii)Gaia’s election to pay for the Subsidiary Shares in shares of its Class A commonstock having a value per share equal to the trailing 5-day average volume-weighted average price (VWAP) priorto the closing of the purchase (appropriately adjusted for any stock split, reverse stock split, stock dividend orother reclassification or combination of Class A common stock), which shall be no less than $1.50 (the “StockPurchase Election”). Under the Option Agreement, Gaia also has the right to purchase the Subsidiary Shares forcash (a “Cash Election”). Accordingly, in the event that Gaia makes a Cash Election, no Resale Shares will beissued. If, as a result of the Stock Purchase Election, the Benefiting Shareholders, together with their affiliates andcertain related parties, would beneficially own more than 9.99% of the outstanding shares of Class A commonstock, the Benefiting Shareholders shall receive pre-funded warrants (the “Pre-Funded Warrants”) in lieu ofshares of Class A common stock in the amount of such excess. Each Pre-Funded Warrant is exercisable for oneshare of Class A common stock at an exercise price of $0.0001 per share. The Pre-Funded Warrants areimmediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised infull, however a holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-FundedWarrants if the holder, together with its affiliates and certain related parties, would beneficially own in excess of9.99% of the number of shares of Class A common stock outstanding immediately after giving effect to suchexercise. The Resale Shares include the shares of Class A common stock issuable upon the exercise of any Pre-Funded Warrants issued to the Benefiting Shareholders. See “Selling Shareholders” for additional information. We are registering the Resale Shares pursuant to the Benefiting Shareholders’ registration rights under aregistration rights agreement, dated December 16, 2025, between us and the Benefiting Shareholders (the“Registration Rights Agreement”). We are not selling any shares of Class A common stock under this prospectusand will not receive any of the proceeds from the sale or other disposition of the Resale Shares by the BenefitingShareholders. All expenses of registration incurred in connection with this offering are being borne by us. Allselling and other expenses incurred by the Benefiting Shareholders will be borne by the Benefiting Shareholders. This prospectus describes the manner in which the Resale Shares may be sold or otherwise disposed of by theBenefiting Shareholders. You should carefully read this prospectus, as well as the documents incorporated byreference or deemed to be incorporated by reference into this prospectus, carefully before you invest. See “Planof Distribution” for additional information regarding the sale or other disposition by the Benefiting Shareholdersof the Resale Shares. Our Class A common stock is traded on the Nasdaq Global Market under the symbol “GAIA.” The last reportedsale price of our Class A common stock on the Nasdaq Global Market on January 23, 2026 was $3.81 per share. Investing in our Class A common stock involves a high degree of risk. Before making an investmentdecision, please read the information under “Risk Factors” beginning on page2of this prospectus andunder similar headings in any filing with the Securities and Exchange Commission that is incorporated byreference herein. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Anyrepresentation to the contrary is a criminal offense. Prospectus dated February5, 2026 TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiSUMMARY1RISK FACTORS2WHERE YOU CAN FIND MORE INFORMATION3INCORPORATION OF CERTAIN INFORMATION BY REFERENCE3FORWARD-LOOKING STATEMENTS4USE OF PROCEEDS5SELLING SHAREHOLDERS6PLAN OF DISTRIBUTION8LEGAL MATTERS10EXPERTS11 ABOUT THI