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 Company's filings under the Securities Act of 1933, as amended, (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

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 Company's filings under the Securities Act of 1933, as amended, (the “Securities Act”)or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

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 Company's filings under the Securities Act of 1933, as amended, (the “Securities Act”)or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

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 Company's filings under the Securities Act of 1933, as amended, (the “Securities Act”)or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Chief Operating Officer — Yonathan Nuta: Mr. Nuta was promoted to Chief Operating Officer.

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.

Entry into a Material Definitive Agreement. On July 29, 2025 (the “ Closing Date ”), Gaia, Inc., a Colorado corporation (the “ Company ”), entered into a Second Amendment to the Credit and Security Agreement (the “ Amendment ”) among the Company, the subsidiary guarantors party thereto, and KeyBank National Association (the “ Lender ”), which amends that certain Credit and Security Agreement, dated as of August 25, 2022 (as amended prior to the Closing Date, the “ Existing Agreement ”), among…

CEO — Kiersten Medvedich: Ms. Medvedich was promoted to CEO from her previous role as President.

The filing is about an amendment to the long-term incentive plan and does not involve any management changes.

Chief Executive Officer — Kiersten Medvedich: Ms. Medvedich was promoted to Chief Executive Officer from her previous role as President.

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.

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.

Results of Operations and Financial Condition. On February 24, 2025, Gaia, Inc. (the “Company”) issued a press release announcing certain financial results for its quarter and year ended December 31, 2024. The Company has scheduled a conference call on Monday, March 10, 2025, at 4:30 p.m. Eastern time (2:30 p.m. Mountain time) to discuss these financial results. The Company will report its full financial results in a press release prior to the conference call. A copy of the press release is a…

Entry into a Material Definitive Agreement. On February 5, 2025, Gaia, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Roth Capital Partners, LLC, as representative of the several underwriters listed in Schedule 1 to the Underwriting Agreement (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters an aggregate of 1,600,000 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Co…

Results of Operations and Financial Condition. On February 5, 2025, Gaia, Inc. (the “Company”) filed a preliminary prospectus supplement (the “Preliminary Prospectus Supplement”) to its effective shelf registration statement on Form S-3 (No. 333-283767) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an underwritten public offering (the “Offering”) of shares of the Company’s Class A common stock. The Preliminary Prospectus Supplement co…

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.

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.

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.

Results of Operations and Financial Condition. On March 27, 2024, Gaia, Inc. (the “Company”) held a conference call to discuss its financial results for the quarter and year ended December 31, 2023. The Company was unable to file the Current Report on Form 8-K that furnished the press release announcing such results with the Securities and Exchange Commission (the “SEC”) prior to the commencement of the conference call. Accordingly, and in accordance with the rules of the SEC, the Company is…

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 Company’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.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. The restatements described below have been incorporated in the information contained in the press release furnished as Exhibit 99.1 hereto. On March 21, 2024, the Audit Committee (the “Audit Committee”) of the Board of Directors of the Company, after discussion with the Company’s management and its current independent registered public accounting firm, Frank, Rimerman + Co. LLP, concl…

Chief Executive Officer — James Colquhoun: Mr. Colquhoun was promoted to CEO from COO.

Changes in Registrant’s Certifying Accountant. On November 3, 2023, the Audit Committee of the Board of Directors of Gaia, Inc. (the “Company”) appointed Frank, Rimerman + Co. LLP (“Frank, Rimerman”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, effective immediately. As previously disclosed in the Company’s Current Report on Form 8-K filed on August 7, 2023, Armanino LLP (“Armanino”), the Company’s predecessor auditor, informed t…

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.

Entry into a Material Definitive Agreement. On October 2, 2023, Gaia, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Lake Street Capital Markets, LLC (the “Underwriter”), relating to the previously announced underwritten offering of 1,855,000 shares (the “Shares”) of the Company’s Class A common stock, par value $.0001 per share (the “Common Stock” and such offering, the “Offering”). Under the terms of the Underwriting Agreement, the Company gr…