v3.26.1
Nature of Business
6 Months Ended
Jun. 30, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
NATURE OF BUSINESS
1.
nature of business

Once Upon a Farm, PBC (the “Company”) is a Delaware public benefit corporation, which began operations in 2014. The Company is engaged in the manufacturing; distribution; marketing and related sale of innovative, nutrient-packed, delicious food for babies and kids of on-the-go parents (under the brand name, Once Upon a Farm). The Company's products include Pouches and snacks. Sales of the Company’s products are made primarily throughout the United States. The Company's headquarters is in Berkeley, California.

Initial Public Offering

On February 9, 2026, the Company completed its initial public offering (the “IPO”) of 7,631,537 shares of its common stock at the public offering price of $18.00 per share, plus an additional 1,649,581 shares of common stock at the same public offering price pursuant to the exercise of the underwriters' option to purchase additional shares. The Company received approximately $138.5 million in aggregate proceeds, net of underwriting discounts and commissions and offering costs. In connection with the IPO, certain of the Company's stockholders (the “Selling Stockholders”) sold 3,365,672 shares of common stock. The Company did not receive any of the proceeds from the sale of shares by the Selling Stockholders.

Immediately prior to the closing of the IPO, all outstanding convertible notes (“Convertible Notes”) (See Note 8, Convertible Notes) were converted into their respective classes of convertible preferred stock, which then immediately converted into 2,819,512 shares of common stock (see Note 8, Convertible Notes). Further, all outstanding shares of the Company’s convertible preferred stock were converted into 21,779,817 shares of the Company’s common stock at the applicable conversion ratio then in effect (see Note 9, Convertible Preferred Stock) and the related carrying value of $102.0 million was reclassified from temporary equity to additional paid in capital. Subsequent to the closing of the IPO, there were no shares of convertible preferred stock outstanding. The carrying values of the notes, together with accrued interest, and related derivative liability, which was remeasured to fair value on the IPO date, were reclassified to additional paid-in capital. Additionally, upon the consummation of the IPO, all of the then-outstanding convertible preferred stock warrants issued to a customer were automatically net exercised into 438,983 shares of common stock and the convertible preferred stock warrants issued in connection with a credit facility were net exercised into 103,896 shares of common stock.

Forward Stock Split and Change in Par Value

On January 23, 2026, the Company effected an 18.7-for-1 forward stock split (the “Forward Stock Split”) of its issued and outstanding shares of common stock, as well as stock options to purchase shares of common stock, restricted stock awards and stock appreciation rights. In connection with the Forward Stock Split, the Company changed the par value of its capital stock from $0.001 to $0.0001 and amended its certificate of incorporation to authorize the issuance of up to 1,000,000,000 shares of common stock, $0.0001 par value per share, and 100,000,000 shares of preferred stock, $0.0001 par value per share. Accordingly, all share and per share amounts related to common stock for all periods presented in the accompanying condensed financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the effect of the Forward Stock Split. As the number of all outstanding convertible preferred stock remained unchanged, the conversion ratios for each series of the Company’s convertible preferred stock were retroactively adjusted as a result of the Forward Stock Split.