UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 02, 2023 |
GAIA, INC.
(Exact name of Registrant as Specified in Its Charter)
Colorado | 000-27517 | 84-1113527 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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833 West South Boulder Road |
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Louisville, Colorado |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: (303) 222-3600 |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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| Trading |
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Class A Common Stock |
| GAIA |
| Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 pursuant to Section 13(a) of the Exchange Act. ☐
Item 4.01 Changes in Registrant’s Certifying Accountant.
On August 2, 2023, Gaia, Inc. (the “Company”) was informed by Armanino LLP (“Armanino”), the Company’s current independent registered public accounting firm, that Armanino had made the decision to resign due to Armanino’s transition away from providing financial statement audit services to public companies.Additionally, Armanino informed the Company that this resignation would be effective as of the earlier of (i) the date the Company engages a new independent registered public accounting firm or (ii) the filing of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023. As a result, the Audit Committee of the Company’s Board of Directors has initiated a process to select a new accounting firm to serve as the Company’s independent registered public accountant commencing with the audit of the Company’s financial statements for the fiscal year ended December 31, 2023.
Armanino is not required to, and did not seek, the Company’s consent to its decision to resign at the Company’s independent registered public accounting firm. As a result, neither the Board nor the Audit Committee took part in Armanino’s decision to resign.
Armanino’s audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2022 and 2021 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company’s fiscal years ended December 31, 2022 and 2021, and during the subsequent interim period through August 7, 2023, there were no (a) disagreements with Armanino on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Armanino’s satisfaction, would have caused Armanino to make reference to the subject matter thereof in connection with its reports for such periods; or (b) reportable events, as described under Item 304(a)(1)(v) of Regulation S-K.
In accordance with Item 304(a)(3) of Regulation S-K, the Company provided Armanino with a copy of the disclosures it is making in this Current Report on Form 8-K and requested from Armanino a letter addressed to the U.S. Securities and Exchange Commission indicating whether it agrees with such disclosures. A copy of Armanino’s letter dated August 7, 2023, is attached as Exhibit 16.1 hereto.
Item 9.01 Financial Statements and Exhibits.
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Exhibit No. |
| Description of Exhibit |
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16.1 |
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104 |
| Cover Page Interactive Data File (formatted as inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Gaia, Inc |
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Date: | August 7, 2023 | By: | /s/ Ned Preston |
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| Name: Ned Preston |