Business Context and Reporting Period
This Form 8-K Current Report covers the period ending February 9, 2026, for Once Upon A Farm, PBC (OFRM). The filing documents the company's Initial Public Offering (IPO) and related corporate governance changes. The company is incorporated in Delaware and trades on the New York Stock Exchange under the symbol OFRM.
Key Financial Metrics and Transaction Details
The filing details the financial structure of the IPO rather than historical operating performance metrics such as revenue or profit.
- Offering Price: $18.00 per share.
- Company Shares Sold: 7,631,537 shares.
- Selling Stockholder Shares: 3,365,672 shares.
- Total Firm Shares: 10,997,209 shares.
- Over-Allotment Option: Underwriters granted a 30-day option to purchase up to 1,649,581 additional shares.
- Underwriters: Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC.
- Closing Date: February 9, 2026.
Note: The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. These metrics are referenced as being contained in the Prospectus filed separately.
Material Changes
The primary material change is the transition from a private to a public company via the IPO. Additional material changes include:
- Capital Structure: Issuance of new common stock and sale of existing shares by selling stockholders.
- Corporate Governance: Appointment of Walter Robb to the Board of Directors on February 5, 2026.
- Compensation Plans: Adoption of the 2026 Omnibus Incentive Plan (effective Feb 5) and the 2026 Employee Stock Purchase Plan (effective Feb 9).
- Legal Framework: Filing of an Amended and Restated Certificate of Incorporation and new Bylaws on February 9, 2026.
Guidance, Outlook, and Risks
The filing does not contain specific forward-looking guidance, revenue outlook, or management commentary regarding future performance. It references the Prospectus for details on risks, contingencies, and relationships with underwriters. Key contractual obligations noted include:
- Indemnification: The Company agreed to indemnify underwriters against certain liabilities under the Securities Act.
- Director/Officer Protection: Execution of indemnification agreements with all directors and executive officers.
- Registration Rights: Execution of a Registration Rights Agreement with stockholders.
Investor Verification Checklist
- Verify the final number of shares sold, including any exercise of the 1,649,581 over-allotment option.
- Review the Prospectus (File No. 333-290577) for detailed financial statements, risk factors, and use of proceeds.
- Confirm the specific terms of the 2026 Omnibus Incentive Plan and ESPP to assess potential dilution.
- Examine the Amended and Restated Certificate of Incorporation for any unique provisions regarding the Public Benefit Corporation (PBC) status.
- Check for any subsequent filings regarding the exercise of the underwriters' option within the 30-day window.