Initial Registration Statement for Employee Benefit Plan (Form S-8)

STATEMENT PURUSANT TO GENERAL INSTRUCTION E TO FORM S-8

On April 29, 2019, Gaia, Inc., a Colorado corporation (the "Registrant"), filed a Registration Statement on Form S-8 (Registration No. 333-231112) to register (i) 1,800,000 shares of Class A common stock of the Registrant, par value $0.0001 per share ("Class A Common Stock"), issuable under the Gaia, Inc. 2019 Long-Term Incentive Plan (the "2019 Incentive Plan") and (ii) 300,000 shares of Class A Common Stock issuable under the Gaia, Inc. 2019 Employee Stock Purchase Plan (the "2019 ESPP").

Prior to the Registrant's 2025 Annual Meeting of Shareholders, the Board of Directors of the Registrant approved an amendment to the 2019 Incentive Plan to increase the number of shares of Class A Common Stock available for certain awards under the 2019 Incentive Plan by 700,000, contingent on shareholder approval. In the Registrant's Proxy Statement for its 2025 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission (the "Commission") on April 8, 2025, the Board of Directors recommended that the shareholders of the Registrant approve this increase in shares available under the 2019 Incentive Plan.

In May 2025, this increase of shares available under the 2019 Incentive Plan was approved by the shareholders of the Registrant. The purpose of this Registration Statement is to register these 700,000 additional shares of Class A Common Stock issuable under the 2019 Incentive Plan, as amended. There are no changes to the 2019 ESPP.

Pursuant to General Instruction E of Form S-8, the contents of the Registrant's Registration Statement on Form S-8 concerning the 2019 Incentive Plan (Registration No. 333-231112), including the documents incorporated by reference therein, are incorporated by reference into this Registration Statement.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document or documents containing the information specified in Part I are not required to be filed with the Commission as part of this Form S-8 Registration Statement.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.

Exhibits.

Item 9.

Undertakings.

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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Louisville, State of Colorado, as of January 26, 2026.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and as of January 26, 2026. Each person whose signature appears below constitutes and appoints Kiersten Medvedich, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign his or her name as an officer or director of Gaia, Inc. to any and all amendments (including post-effective amendments) to this Registration Statement, and any additional registration statement to be filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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