| Item 1.01 |
Entry into a Material Definitive Agreement. |
On February 5, 2026, Once Upon a Farm, PBC (the “Company”) entered into an underwriting agreement (the “Underwriting
Agreement”) with Goldman Sachs & Co. LLC and J.P Morgan Securities LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), and certain stockholders of the Company named in
Schedule II therein (the “Selling Stockholders”) relating to the initial public offering (the “IPO”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”). The Underwriting Agreement
provides for the offer and sale by the Company of 7,631,537 shares of Common Stock (the “Company Shares”) and the offer and sale by the Selling Stockholders of 3,365,672 shares of Common Stock (the “Selling Stockholder
Shares” and, together with the Company Shares, the “Firm Shares”), in each case at a public offering price of $18.00 per share. Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 1,649,581 shares of Common Stock (the “Option Shares”). On February 9, 2026, the IPO closed and the Firm Shares were delivered. The material terms of
the IPO are described in the prospectus, dated February 5, 2026 (the “Prospectus”), filed by the Company with the Securities and Exchange Commission (the “Commission”) on February 9, 2026, pursuant to Rule 424(b)
under the Securities Act of 1933, as amended (the “Securities Act”). The IPO is registered with the Commission pursuant to the Company’s Registration Statement on Form S-1, as amended (File No. 333-290577).
The Underwriting Agreement contains customary representations and warranties,
agreements and obligations, closing conditions and termination provisions. The Company has agreed to indemnify the Underwriters against (or contribute to the payment of) certain liabilities, including liabilities under the Securities Act. This
description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement attached hereto as Exhibit 1.1, which is incorporated by reference into this Item
1.01. Additionally, for a summary description of relationships between the Company and the Underwriters, see the section entitled “Underwriting” in the Prospectus.
In connection with the consummation of the IPO, the Company entered into the following additional agreements:
| |
• |
|
the Registration Rights Agreement, dated as of February 9, 2026, by and among the Company and the
stockholders party thereto, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein; and |
| |
• |
|
the Director Nomination Agreement, dated as of February 9, 2026, by and among the Company and the
stockholders party thereto, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein. |
Descriptions of these agreements are contained in the Prospectus in the section entitled “Certain Relationships and Related Party
Transactions” and are incorporated by reference into this Item 1.01. Such descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of each of the agreements attached hereto as Exhibit 10.1
and Exhibit 10.2, which are incorporated by reference into this Item 1.01.
| Item 3.03 |
Material Modification to Rights of Security Holders. |
The information provided under Item 5.03 of this Current Report on Form 8-K is incorporated by
reference into this Item 3.03.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On February 5, 2026, Walter Robb was appointed to the
Company’s board of directors. Biographical information and other information regarding the committees upon which Mr. Robb is expected to serve, related party transactions involving Mr. Robb, the compensation plans in which
Mr. Robb participates and information about any arrangement or understanding between Mr. Robb and any other persons pursuant to which Mr. Robb was selected as a director are included in the Prospectus in the sections entitled
“Certain Relationships and Related Party Transactions,” “Executive Compensation” and “Management” and are incorporated by reference into this Item 5.02.
