GAIA INC

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K were effective at a reasonable assurance level. Management, including our Chief Executive Officer and Chief Financial Officer, believes the consolidated financial statements included in this Annual Report on Form 10-K, fairly present, in all material respects, our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP.

Limitations on the Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Gaia have been detected.

This Annual Report on Form 10-K does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting because that requirement under Section 404(b) of the Sarbanes-Oxley Act of 2002 does not apply to smaller reporting companies.

Remediation of Material Weaknesses in Internal Control Over Financial Reporting

As reported in the Company’s Form 10-Q for the quarters ending September 30, 2024, June 30, 2024, March 31, 2024 and Annual Report on Form 10-K dated March 29, 2024 for the year ended December 31, 2023, we previously identified material weaknesses in our internal control over financial reporting due to design deficiencies involving (i) appropriate technical accounting and financial reporting capabilities to properly record in our consolidated financial statements certain complex or unusual transactions and (ii) inadequate financial close and reporting processes due to insufficient analysis of certain accounts and inadequate financial reporting systems. To remediate these material weaknesses, management hired a new VP of Finance and Technical Accounting; and a new Corporate Controller with heightened technical accounting capabilities; designed and implemented new internal controls designed to address the accounting for certain key accounts and financial close and reporting processes including enhanced review controls, financial close checklists and enhancing access to accounting training and literature; and engaged external resources for additional technical accounting assistance and utilized in house knowledge to challenge assumptions and conclusions reached by those specialists throughout the fiscal year ending December 31, 2024.

Management tested its new internal controls over financial reporting related to its remediation efforts described above that materially affected, or are reasonably likely to materially affect, internal control over financial reporting and found them to be designed, implemented and operating effectively for a reasonable period of time.

Management has completed the execution of its remediation plans and remediated the material weaknesses in internal control over financial reporting that were reported as of December 31, 2023. Management believes the Company concluded the year ended December 31, 2024 with the appropriate level of resources and technical accounting expertise in accounting, finance, financial reporting and tax departments. Based on the actions taken, as well as the evaluation of the design, implementation, and operating effectiveness of the new controls, our management determined the material weaknesses noted above have been remediated as of December 31, 2024.

Changes in Internal Control over Financial Reporting

Other than the remediation activities described above, there have been no changes in our internal control over financial reporting during the year ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, the effectiveness of our controls in future periods is uncertain and subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024 using the criteria set forth in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission in its “Internal Control-Integrated Framework.” Our management concluded that, as of December 31, 2024 our internal control over financial reporting was effective.