SEC Comment Letter 0000000000-24-010705 to GAIA, INC (GAIA) (CIK 0001089872) (GAIA)
GAIA, INC (GAIA) (CIK 0001089872)
Date: Sept. 20, 2024 · CIK: 0001089872 · Accession: 0000000000-24-010705
AI Filing Summary & Sentiment
File numbers found in text: 000-27517
Letter
September 20, 2024 James Colquhoun Chief Executive Officer Gaia, Inc. 833 West South Boulder Road Louisville, CO 80027 Re:Gaia, Inc. Form 10-K for Fiscal Year Ended December 31, 2023 File No. 000-27517 Dear James Colquhoun: We have reviewed your filing and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-K for Fiscal Year Ended December 31, 2023 Item 11. Executive Compensation, page 73 1.We note from the disclosure incorporated by reference from page 18 of the Definitive Proxy Statement filed on April 29, 2024, that in 2023 your executive officers received bonuses based on your overall financial performance as determined by your board of directors. We also note the statement that your compensation committee determined there was no performance-based compensation tied to financial results during the relevant period. Please briefly explain to us why application of the recovery policy resulted in this conclusion. See Item 402(w)(2) of Regulation S-K. 2.It appears that you have not provided your disclosure about your recovery analysis in an Interactive Data File in accordance with Rule 405 of Regulation S-T and the EDGAR Filer Manual. In future filings where you conduct a recovery analysis, please also include the interactive data. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
September 20, 2024 Page 2 Please contact Scott Stringer at 202-551-3272 or Joel Parker at 202-551-3651 if you have questions regarding comments on the financial statements and related matters. Please contact Tyler Howes at 202-551-3370 or James Lopez at 202-551-3536 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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September 20, 2024
James Colquhoun
Chief Executive Officer
Gaia, Inc.
833 West South Boulder Road
Louisville, CO 80027
Re:Gaia, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 000-27517
Dear James Colquhoun:
We have reviewed your filing and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2023
Item 11. Executive Compensation, page 73
1.We note from the disclosure incorporated by reference from page 18 of the Definitive
Proxy Statement filed on April 29, 2024, that in 2023 your executive officers received
bonuses based on your overall financial performance as determined by your board of
directors. We also note the statement that your compensation committee determined there
was no performance-based compensation tied to financial results during the relevant
period. Please briefly explain to us why application of the recovery policy resulted in this
conclusion. See Item 402(w)(2) of Regulation S-K.
2.It appears that you have not provided your disclosure about your recovery analysis in an
Interactive Data File in accordance with Rule 405 of Regulation S-T and the EDGAR
Filer Manual. In future filings where you conduct a recovery analysis, please also include
the interactive data.
We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
September 20, 2024
Page 2
Please contact Scott Stringer at 202-551-3272 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters. Please contact
Tyler Howes at 202-551-3370 or James Lopez at 202-551-3536 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services