OFRM 8-K
Once Upon a Farm, PBC (OFRM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
Once Upon a Farm, PBC, a Delaware public benefit corporation (the “Company”), previously entered into that certain Amended and Restated Personal Brand Services and Spokesperson/Co-Founder Master Agreement, dated as of June 10, 2025 (the “Amended and Restated Agreement”), by and between the Company and Jennifer Garner (the “Spokesperson”), pursuant to which the Spokesperson provides personal brand and spokesperson services to the Company. On May 5, 2026, the Company entered into the first amendment to the Amended and Restated Agreement (the “Amendment”) to pay additional cash consideration in exchange for the Spokesperson’s performance of certain advertising, marketing, and promotional activities. The additional cash consideration payable pursuant to the Amendment is $3.0 million, which is to be paid over a two-year period beginning in January 2027, subject to the Spokesperson’s continued service through each payment date, as specified in the Amendment. In the event of a change of control of the Company (as defined by the Amended and Restated Agreement) or termination of the Amended and Restated Agreement, as amended, by the Company for reasons other than for cause or by the Spokesperson for good reason, any remaining unpaid portion of the $3.0 million cash consideration would be accelerated and paid in full. The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Description |
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10.1+ |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
+ A management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 601 of Regulation S-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ONCE UPON A FARM, PBC |
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Date: |
May 6, 2026 |
By: |
/s/ Chris Folena |
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Name: Title: |
Chris Folena |
FIRST AMENDMENT TO AMENDED AND RESTATED PERSONAL BRAND SERVICES AND
SPOKESPERSON/CO-FOUNDER
MASTER AGREEMENT
This First Amendment (this “First Amendment”) to the Amended and Restated Personal Brand Services and Spokesperson/Co-Founder Master Agreement (the “Amended and Restated Agreement”) is entered into by and between [***] f/s/o Jennifer Garner (together, “Spokesperson”) and Once Upon a Farm, PBC, a Delaware public benefit corporation (the “Company”), and is dated as of May 5, 2026 and effective as of March 1, 2026 (the “First Amendment Effective Date”). Spokesperson and the Company shall be referred to as the “Parties” and each a “Party”. Capitalized terms used in this First Amendment and not otherwise defined herein shall have the respective meanings set forth in the Amended and Restated Agreement.
RECITALS
WHEREAS, the Parties desire to amend the Amended and Restated Agreement as provided herein, effective as of the First Amendment Effective Date; and
WHEREAS, Section 12(g) of the Amended and Restated Agreement provides that the Amended and Restated Agreement may not be amended or modified except by a written agreement executed by the Parties or their respective successors.
NOW THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree to amend the Amended and Restated Agreement as follows:
“5. Cash Compensation. Spokesperson shall be paid the following cash payments by wire transfer of immediately available funds to a bank account to be designated in writing by Spokesperson:
Except as set forth in the following sentence, these cash payments shall be subject to Spokesperson’s continued performance of services under this Amended and Restated Agreement through the applicable payment date. These cash payments shall be accelerated in full in the event of (a) any Change in Control (as defined in the 2021 Omnibus Incentive Plan) or (b) a termination of this Amended and Restated Agreement by the Company other than for Cause (as defined below) or by Spokesperson for Good Reason (as defined below, but excluding for this purpose Section 8(a)(i) and clause (B) of Section 8(a)(iii)).”
[Signature Page Follows]
SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties have executed this First Amendment as of the date first written above.
BY ONCE UPON A FARM, PBC: |
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By: |
/s/ John Foraker |
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May 5, 2026 |
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Name: John Foraker |
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Title: Chief Executive Officer |
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BY [***]: |
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By: |
/s/ Jennifer Garner |
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May 5, 2026 |
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Name: Jennifer Garner |
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Date |
[Signature Page to First Amendment to Amended and Restated Agreement]