GAIA, INC

Major Shareholding Notification • Apr 18, 2024

SC 13G 1 tm2412209d1_sc13g.htm SC 13G

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.__ )*

GAIA, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

36269P104

(CUSIP Number)

January 5, 2024

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x	Rule 13d-1(b)
¨	Rule 13d-1(c)
¨	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Continued on following pages

Page 1 of 9 Pages

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CUSIP NO. 36269P104 Page 2 of 9 Pages

CUSIP No. 36269P104
(1)
Names of reporting persons	Koller
Capital LLC
(2) Check
the appropriate box if a member of a group	(a)
(see
instructions)	(b)
(3) SEC use
only
(4) Citizenship
or place of organization	Delaware
Number of
shares beneficially owned by each reporting person with:
(5)
Sole voting power	0
(6)
Shared voting power	1,267,763*
(7)
Sole dispositive power	0
(8)
Shared dispositive power	1,267,763*
(9) Aggregate
amount beneficially owned by each reporting person	1,267,763
(10) Check
if the aggregate amount in Row (9) excludes certain shares (see instructions)
(11) Percent
of class represented by amount in Row (9)	7.11%†
(12) Type
of reporting person (see instructions)	IA

• Koller Capital LLC is the investment manager of Koller Microcap Opportunities Fund LP (the “Fund”) in which such shares referred to above are held. As a result, Koller Capital LLC possess the power to vote and dispose or direct the disposition of all the shares owned by the Fund. All of the shares owned by the Fund and referred to above are Class A shares.

† Based on a total of 17,825,513 Class A shares outstanding of the Issuer as of March 28, 2024, as set forth in the Issuer’s most recent Form 10-K, filed March 29, 2024.

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CUSIP NO. 36269P104 Page 3 of 9 Pages

CUSIP No. 36269P104
(1)
Names of reporting persons	Koller
M icrocap Opportunities Fund LP
(2) Check
the appropriate box if a member of a group	(a)
(see
instructions)	(b)
(3) SEC use
only
(4) Citizenship
or place of organization	Delaware
Number of
shares beneficially owned by each reporting person with:
(5)
Sole voting power	0
(6)
Shared voting power	1,267,763*
(7)
Sole dispositive power	0
(8)
Shared dispositive power	1,267,763*
(9) Aggregate
amount beneficially owned by each reporting person	1,267,763
(10) Check
if the aggregate amount in Row (9) excludes certain shares (see instructions)
(11) Percent
of class represented by amount in Row (9)	7.11%†
(12) Type
of reporting person (see instructions)	PN

† Based on a total of 17,825,513 Class A shares outstanding of the Issuer as of March 28, 2024, as set forth in the Issuer’s most recent Form 10-K, filed March 29, 2024.

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CUSIP NO. 36269P104 Page 4 of 9 Pages

CUSIP No. 36269P104
(1)
Names of reporting persons	Ross
Koller
(2) Check
the appropriate box if a member of a group	(a)
(see
instructions)	(b)
(3) SEC use
only
(4) Citizenship
or place of organization	United
State of America
Number of
shares beneficially owned by each reporting person with:
(5)
Sole voting power	0
(6)
Shared voting power	1,267,763*
(7)
Sole dispositive power	0
(8)
Shared dispositive power	1,267,763*
(9) Aggregate
amount beneficially owned by each reporting person	1,267,763
(10) Check
if the aggregate amount in Row (9) excludes certain shares (see instructions)
(11) Percent
of class represented by amount in Row (9)	7.11%†
(12) Type
of reporting person (see instructions)	IN

• Mr. Koller is the managing member of Koller Capital LLC. As a result, Mr. Koller possesses the power to vote and dispose or direct the disposition of all the shares beneficially owned by (i) Koller Capital LLC as the investment manager to the Fund and (ii) the Fund. Mr. Koller disclaims beneficial ownership of any of the shares held by Koller Capital LLC and Koller Microcap Opportunities Fund LP. All of the shares owned by the Fund and referred to above are Class A shares.

† Based on a total of 17,825,513 Class A shares outstanding of the Issuer as of March 28, 2024, as set forth in the Issuer’s most recent Form 10-K, filed March 29, 2024.

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CUSIP NO. 36269P104 Page 5 of 9 Pages

Item 1(a).	Name of Issuer:
	GAIA, Inc. (the “Issuer”).
Item 1(b).	Address of the Issuer's Principal Executive Offices:
	833 West South Boulder Road Louisville, Colorado 80027
Item 2(a).	Name of Person Filing
	T he names of the person
filing this statement of Schedule 13G (collectively, the “Reporting Persons”) are: · Koller Capital LLC · Koller Microcap Opportunities Fund LP · Ross Koller
Item 2(b).	Address of Principal Business Office or, if None, Residence:
	1343 Main Street, Suite 413 Sarasota, FL 34236

Item 2(c).	Citizenship:
	Koller Capital LLC is a Delaware limited liability
company. Koller Microcap Opportunities Fund LP is a Delaware limited partnership. Ross Koller is a citizen of the United States.
Item 2(d).	Title of Class of Securities:
	Common Stock (the “Shares”).
Item 2(e).	CUSIP Number:
	36269P104
Item 3.	If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b) or (c), check whether the person filing is a:
	(a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) ¨ Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) ¨ Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) ¨ Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). (e) ¨ An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); (f) ¨ An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); (g) ¨ A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); (h) ¨ A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) ¨ A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);Page 5 of 6 pages (j) ¨ Group,
in accordance with §240.13d-1(b)(1)(ii)(J)

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CUSIP NO. 36269P104 Page 6 of 9 Pages

Item 4.	Ownership:
Item 4(a).	Amount Beneficially Owned: Aggregate of all Reporting Persons: 1,267,763 Koller Capital LLC – 1,267,763 Koller Microcap Opportunities Fund LP – 1,267,763 Ross Koller – 1,267,763
Item 4(b).	Percent of Class: Aggregate of all Reporting Persons: 7.11% Koller Capital LLC – 7.11% Koller Microcap Opportunities Fund LP –
7.11% Ross Koller – 7.11%
Item 4(c).	Number of shares as to which such person has:

(i)	Sole power to vote or direct the vote: Koller Capital LLC – 0 Koller Microcap Opportunities Fund LP – 0 Ross Koller – 0
(ii)	Shared power to vote or to direct the vote: Koller Capital LLC – 1,267,763 Koller Microcap Opportunities Fund LP – 1,267,763 Ross Koller – 1,267,763
(iii)	Sole power to dispose or to direct the disposition of Koller Capital LLC – 0 Koller Microcap Opportunities Fund LP – 0 Ross Koller – 0
(iv)	Shared power to dispose or to direct the disposition of Koller Capital LLC – 1,267,763 Koller Microcap Opportunities Fund LP – 1,267,763 Ross Koller – 1,267,763

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CUSIP NO. 36269P104 Page 7 of 9 Pages

Item 5.	Ownership of Five Percent or Less of a Class:
	This Item 5 is not applicable.
Item 6.	Ownership of More than Five Percent on Behalf of Another Person:
	This Item 6 is not applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported
on by the Parent Holding Company:
	This Item 7 is not applicable.
Item 8.	Identification and Classification of Members of the Group:
	See Exhibit A.
Item 9.	Notice of Dissolution of Group:
	This Item 9 is not applicable.
Item 10.	Certification:

By signing below the Reporting Person certifies that, to the best of such person's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

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CUSIP NO. 36269P104 Page 8 of 9 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: April 18, 2024
KOLLER CAPITAL LLC
By:	/s/ Ross Koller
	Ross Koller
	Managing Member
KOLLER MICROCAP OPPORTUNITIES FUND LP
By:	/s/ Ross Koller
	Ross Koller
	Managing Member of Koller Microcap Opportunities
GP LLC, general partner to Koller Microcap Opportunities Fund LP
By:	/s/ Ross Koller
	Ross Koller

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CUSIP NO. 36269P104 Page 9 of 9 Pages

EXHIBIT A

Joint Filing Agreement

The Undersigned agree that the statements on Schedule 13G with respect to the common stock of GAIA, Inc. dated as of April 18, 2024, is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Date:	April 18, 2024
Signature:	/s/ Ross Koller
Name:	Ross Koller
KOLLER MICROCAP OPPORTUNITIES FUND LP
By:	/s/ Ross Koller
Name:	Ross Koller
Title:	Managing Member of Koller Microcap Opportunities
GP LLC, general partner to Koller Microcap Opportunities Fund LP
KOLLER CAPITAL LLC
By:	/s/ Ross Koller
Name:	Ross Koller
Title:	Managing Member

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