As filed with the Securities and Exchange Commission on February 10, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Once Upon a Farm, PBC
(Exact name of registrant as specified in its charter)
| Delaware | 47-3648280 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 950 Gilman Street, Suite 100 Berkeley, CA |
94710 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Once Upon a Farm, PBC 2026 Omnibus Incentive Plan
Once Upon a Farm, PBC 2026 Employee Stock Purchase Plan
(Full title of the plan)
Genevieve Kelly
2111 San Pablo Avenue, Suite 2216
Berkeley, CA 94702
(Name and address of agent for service)
(888) 983-1606
(Telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
Robert M. Hayward, P.C.
Robert E. Goedert, P.C.
Ashley Sinclair
Kirkland & Ellis LLP
333 West Wolf Point Plaza
Chicago, IL 60654
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☒ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 (the “Registration Statement”) is being filed for the purpose of registering an additional aggregate 3,919,452 shares of common stock, $0.0001 par value per share (“Common Stock”), of Once Upon a Farm, PBC (the “Registrant”), which have been authorized and reserved for issuance under the Once Upon a Farm, PBC 2026 Omnibus Incentive Plan (the “2026 Omnibus Plan”) and the Once Upon a Farm, PBC 2026 Employee Stock Purchase Plan (together with the 2026 Omnibus Plan, the “Plans”), and which were inadvertently omitted from the Registrant’s registration statement on Form S-8 relating to the Plans, previously filed with the Securities and Exchange Commission (the “Commission”) on February 9, 2026 (File No. 333-293319) (the “Prior Registration Statement”). Pursuant to General Instruction E of Form S-8, the Prior Registration Statement is incorporated by reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following is a list of exhibits filed as part of this Registration Statement, which are incorporated herein:
| * | Filed herewith. |
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Berkeley, State of California, on February 9, 2026.
| Once Upon a Farm, PBC | ||
| By: |
/s/ John Foraker | |
| John Foraker | ||
| Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below, being a director or officer of Once Upon a Farm, PBC, hereby constitutes and appoints John Foraker, Lawrence Waldman, and Genevieve Kelly, and each of them, either of whom may act without the joinder of the other, as such person’s true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to execute this Registration Statement on Form S-8 and any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, in such forms as they or any one of them may approve, granting unto said attorneys-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully and to all intents and purposes as each of the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, each acting alone, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and the above Power of Attorney have been signed by the following persons in the capacities and on the date indicated.
| Signature |
Title |
Date | ||
| /s/ John Foraker John Foraker |
Chief Executive Officer and Chair (Principal Executive Officer) |
February 9, 2026 | ||
| /s/ Lawrence Waldman Lawrence Waldman |
Chief Financial Officer (Principal Financial Officer) |
February 9, 2026 | ||
| /s/ Chris Folena Chris Folena |
Chief Accounting Officer (Principal Accounting Officer) |
February 9, 2026 | ||
| /s/ Dara Bazzano Dara Bazzano |
Director | February 9, 2026 | ||
| /s/ Megan Bent Megan Bent |
Director | February 9, 2026 | ||
| /s/ Cassandra Curtis Cassandra Curtis |
Director | February 9, 2026 | ||
| /s/ Jennifer Garner Jennifer Garner |
Director | February 9, 2026 | ||
| /s/ Jared Jacobs Jared Jacobs |
Director | February 9, 2026 | ||
| /s/ Lawrence Peiros Lawrence Peiros |
Director | February 9, 2026 | ||
| /s/ Walter Robb Walter Robb |
Director | February 9, 2026 | ||
| /s/ Brett Thomas Brett Thomas |
Director | February 9, 2026 | ||