Once Upon a Farm, PBC 8-K

What Happened

• Once Upon a Farm, PBC (OFRM) filed an 8-K reporting that its IPO closed on February 9, 2026. The company sold 7,631,537 shares of common stock and certain selling stockholders sold 3,365,672 shares at a public offering price of $18.00 per share. Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC served as lead underwriters.
• The underwriting agreement (signed Feb 5, 2026) includes a 30-day option for the underwriters to buy up to an additional 1,649,581 shares. The company agreed to customary indemnities for the underwriters and the offering is registered on Form S-1 (File No. 333-290577); the prospectus was filed Feb 5, 2026.

Key Details

• Company shares sold: 7,631,537; Selling stockholder shares: 3,365,672; public offering price: $18.00 per share.
• IPO closed: February 9, 2026. Gross proceeds to the company from its shares (before fees/expenses): approximately $137.37 million; selling stockholders received approximately $60.58 million. Underwriter option could add up to ~1.65M shares (approx. $29.69M if exercised).
• Corporate governance changes: Walter Robb was appointed to the board (appointed Feb 5, 2026). The company filed an amended and restated certificate of incorporation and adopted new bylaws effective Feb 9, 2026.
• The filing references customary underwriting terms (representations, closing conditions, indemnities) and related governance/registration agreements disclosed in the prospectus.

Why It Matters

• The IPO makes Once Upon a Farm a publicly traded company, providing liquidity for existing shareholders and raising capital (company gross proceeds ~ $137M before fees), which can fund growth, operations, or pay down obligations.
• The underwriters’ option and new equity plans/registration agreements noted in the filing mean potential future dilution; investors should watch for any exercise of the option, stock-plan issuances, and the company’s use of IPO proceeds.
• Board and charter updates (new director and amended charter/bylaws) affect governance and oversight as the company transitions to public-company status.