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Equity | 12 Months Ended
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Dec. 31, 2019
Stockholders Equity Note [Abstract] |
Equity | 9. Equity Our common stock has two classes, Class A and Class B. Each holder of our Class A common stock is entitled to one vote for each share held on all matters submitted to a vote of shareholders. Each of our Class B common stock is entitled to ten votes on all matters submitted to a vote of shareholders. There are no cumulative voting rights. All holders of our Class A common stock and our Class B common stock vote as a single class on all matters that are submitted to the shareholders for a vote, except as provided by law or as set forth in our charter. Shareholders may consent to an action in writing and without a meeting under certain circumstances. Jirka Rysavy, our chairman and CEO, holds 100% of our 5,400,000 outstanding shares of Class B common stock and also owns 472,561 shares of Class A common stock. Consequently, our chairman holds approximately 81% of our voting stock and is able to exert substantial influence over and to control matters requiring approval by shareholders, including the election of directors, increasing our authorized capital stock, or a merger or sale of substantially all of our assets. As a result of Mr. Rysavy’s control of us, no change of control can occur without Mr. Rysavy’s consent. Our Class A common stock and our Class B common stock are entitled to receive dividends, if any, as may be declared by our board of directors out of legally available funds. In the event of a liquidation, dissolution or winding up of Gaia, our Class A common stock and our Class B common stock are entitled to share ratably in our assets remaining after the payment of all of our debts and other liabilities. Holders of our Class A common stock and our Class B common stock have no preemptive, subscription or redemption rights, and there are no redemption or sinking fund provisions applicable to our Class A common stock or our Class B common stock. Our Class B common stock may not be transferred unless converted into our Class A common stock, other than certain transfers to affiliates, a trust, family members, and charitable organizations. Shares of our Class B common stock are convertible one-for-one into shares of our Class A common stock, at the option of the holder of the Class B common stock. During 2019 and 2018, we issued shares of our Class A common stock as shown in the table below under the 2009 Long-Term Incentive Plan (the “2009 Plan”). We recorded the shares issued to our directors at their estimated fair value based on the market’s closing price of our stock on the date the shares were issued, which by policy is the last trading day of each quarter in which the services were rendered.
|  | For the Years Ended December 31, |
|  | 2019 |  |  | 2018 |
Shares issued to independent directors for services rendered, in lieu of cash compensation |  |  | — |  |  |  | 1,045 |
Shares issued to employees upon exercise of stock options and employee stock purchase program |  |  | 38,260 |  |  |  | 45,800 |
In March 2018, we completed an underwritten public offering of 2,683,333 shares of our Class A common stock at a public offering price of $15.00 per share. We received net proceeds of approximately $37.1 million after deducting underwriting discounts and commissions and offering costs. A majority of our board of directors and executive management participated in the offering. In June 2019, we issued 404,891 shares of Class A common stock as part of the consideration for an acquisition of a complementary streaming platform focused on Alternative Healing. If the acquired platform maintains profitability and achieves a specific member growth threshold as of June 30, 2020, we may issue up to 139,665 shares of Class A common stock as additional consideration. We also issued 79,941 shares of Class A common stock as part of the consideration to acquire over 450 titles of original content, which has been integrated into our Alternative Healing channel. As of December 31, 2019, we had the following Class A common shares reserved for future issuance:
Conversion of Class B common stock |  |  | 5,400,000 |
Reserved for outstanding convertible debt |  |  | 249,734 |
Reserved for performance consideration |  |  | 139,665 |
Reserved under the ESPP |  |  | 300,000 |
Stock options outstanding under the 2009 Incentive Plan |  |  | 343,196 |
Restricted stock units outstanding under the 2009 Incentive Plan |  |  | 950,738 |
Restricted stock units outstanding under the 2019 Incentive Plan |  |  | 41,100 |
Total shares reserved for future issuance |  |  | 7,424,433 |

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
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