OFRM 8-K
Once Upon a Farm, PBC (OFRM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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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 2.02 Results of Operations and Financial Condition.
On March 12, 2026, Once Upon a Farm, PBC, a Delaware public benefit corporation (the “Company”), issued a press release announcing its financial results for the quarter and year ended December 31, 2025. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 2.02.
The information furnished in this Item 2.02, including the press release incorporated into this Item 2.02, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press Release issued by Once Upon a Farm, PBC on March 12, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| ONCE UPON A FARM, PBC
| ||||||
| Date: March 12, 2026 | ||||||
| By: | /s/ Chris Folena | |||||
| Name: | Chris Folena | |||||
| Title: | Chief Accounting Officer | |||||
Exhibit 99.1
Once Upon a Farm Reports Fourth Quarter and Full Year 2025 Financial Results
Fourth quarter net sales increased 30% year-over-year to $64 million
BERKELEY, Calif., March 12, 2026 – Once Upon a Farm, PBC (NYSE: OFRM) (or the “Company”), a leading high-growth company driving systemic improvement in childhood nutrition, today announced financial results for the fourth quarter and full year ended December 31, 2025.
Fourth Quarter 2025 Financial Highlights Compared to Prior Year Period
| • | Net sales increased 30.1% to $64.0 million |
| • | Gross margin of 47.7% compared to 46.7% |
| • | Net income of $22.5 million compared to a net loss of $12.3 million |
| • | Adjusted EBITDA1 of $6.6 million compared to $2.2 million |
Full Year 2025 Financial Highlights Compared to Prior Year
| • | Net sales increased 53.5% to $240.7 million |
| • | Gross margin of 42.3% compared to 43.6% |
| • | Net loss of $17.2 million compared to a net loss of $23.8 million |
| • | Adjusted EBITDA1 of $2.1 million compared to a loss of $3.7 million |
“We are proud of our strong performance in the fourth quarter, our first report-out as a newly public company,” said John Foraker, CEO and co-founder of Once Upon a Farm. “Our 30% net sales growth, driven by broadened distribution, significant increases in household penetration, and top-tier velocity in the categories where we compete demonstrates the powerful underlying momentum around the brand and the trust consumers place in our mission-driven approach.”
“Our successful Initial Public Offering was a major milestone and strong validation of our mission and the successful business we’ve created over many years. This important moment serves as a launching pad to accelerate growth initiatives and expand our impact in transforming childhood nutrition. Parents today are more committed than ever to providing their children with the highest quality, organic nutrition, and Once Upon a Farm is uniquely positioned to capitalize on this demand to drive sustained growth in 2026 and beyond.”
Fourth Quarter 2025 Results
Net sales increased $14.8 million, or 30.1%, to $64.0 million for the fourth quarter of 2025, compared to $49.2 million in the prior year period. The increase in net sales was driven by relatively balanced volume and price/mix growth reflecting incremental distribution and a higher average selling price per unit.
Gross profit was $30.6 million, or 47.7% of net sales, for the fourth quarter of 2025, compared to $23.0 million, or 46.7% of net sales, in the prior year period. The 105 basis point increase in gross profit as a percentage of net sales was driven by lower trade spend and higher average selling prices.
Selling, general and administrative (“SG&A”) expenses were $26.0 million for the fourth quarter of 2025, compared to $21.6 million for the prior year period. SG&A expenses as a percentage of net sales decreased by 318 basis points to 40.7% in the fourth quarter of 2025 compared to 43.9% for the prior year period, primarily due to lower marketing, logistics, and G&A expenses as a percentage of net sales, partially offset by higher selling expenses.
Net income was $22.5 million for the fourth quarter of 2025 compared to a net loss of $12.3 million in the prior year period. The increase in net income was primarily driven by the non-cash change in fair value of a derivative liability combined with higher gross profit, partially offset by higher SG&A expenses.
Adjusted EBITDA was $6.6 million for the fourth quarter of 2025 compared to $2.2 million in the prior year period. The increase in Adjusted EBITDA was primarily driven by the increase in gross profit partially offset by higher SG&A expenses.
Full Year 2025 Results
Net sales increased $83.9 million, or 53.5%, to $240.7 million for the year ended December 31, 2025, compared to $156.8 million in the prior year. The increase in net sales was primarily due to a 42% increase in volume growth, driven by both incremental distribution of existing products and the introduction of new products into our portfolio. The increase in net sales was also driven by a more favorable product mix primarily due to the introduction of newer products that are sold at a higher average selling price per unit.
Gross profit was $101.9 million, or 42.3% of net sales, for the year ended December 31, 2025, compared to $68.3 million, or 43.6% of net sales, in the prior year. The 125 basis point decrease in gross margin was primarily driven by increased trade spend. The increased trade spending was primarily driven by slotting fees related to expansion into new stores, placement of new coolers in retail customer stores, and dairy category resets in 2025.
SG&A was $107.6 million for the year ended December 31, 2025, compared to $74.7 million for the prior year. SG&A as a percentage of net sales decreased by 291 basis points to 44.7% in the year ended December 31, 2025, compared to 47.6% for the prior year, primarily due to lower labor, logistics, marketing and G&A expense as a percentage of net sales.
Net loss was $17.2 million for the year ended December 31, 2025, compared to a net loss of $23.8 million in the prior year. The decrease in net loss was primarily driven by higher gross profit and the change in fair value of a derivative liability, partially offset by higher SG&A expenses, one-time costs associated with the Company’s IPO and higher net interest expense.
Adjusted EBITDA1 was $2.1 million for the year ended December 31, 2025, compared to a loss of $3.7 million in the prior year. The increase in Adjusted EBITDA was primarily driven by higher gross profit partially offset by higher SG&A expenses.
Balance Sheet
As of December 31, 2025, prior to the completion of its initial public offering, the Company had cash and cash equivalents of $10.9 million and total debt of $60.2 million, compared to $17.3 million and $24.7 million, respectively, as of December 31, 2024. The decrease in net cash reflected increased investments in working capital and capital expenditures to support the Company’s growth, partially offset by additional borrowings.
Initial Public Offering
In February, the Company completed its initial public offering and began trading on the New York Stock Exchange under the ticker symbol OFRM. Once Upon a Farm sold 7.6 million newly issued primary shares of common stock at a price of $18 per share, plus an additional 1.6 million shares of common stock at the same offering price pursuant to the exercise of the underwriters’ option to purchase additional shares. In addition, certain stockholders of the Company sold 3.4 million shares of common stock at the same offering price. Total net proceeds to the Company were approximately $139.3 million, net of underwriter’s discounts, commissions, and other offering expenses. The Company used a portion of the net proceeds from the IPO to repay outstanding borrowings under its Revolving Credit Facility and expects to use the remainder for general corporate purposes, including working capital and operating expenses. Subsequent to the IPO, there were approximately 41.9 million shares of common stock outstanding.
| 1 | Adjusted EBITDA is a non-GAAP financial measure. See “Non-GAAP Measures” for how the Company defines this measure and the financial tables that accompany this press release for a reconciliation of this measure to the most closely comparable GAAP measure. |
2026 Outlook
For full year 2026, the Company expects:
| • | Net sales of $302 million to $310 million, representing growth of 25% to 29% versus 2025 |
| • | Adjusted EBITDA of $2 million to $4 million |
Outlook is based on information as of today, March 12, 2026, and may be impacted by factors outside the Company’s control. See “Forward Looking Statements.”
See definition of Adjusted EBITDA under “Non-GAAP Measures.” The Company is unable to provide a reconciliation for forward-looking outlook of Adjusted EBITDA to net income (loss), the most closely comparable GAAP measure without unreasonable effort, because certain material reconciling items, such as depreciation and amortization, interest expense, interest income, and provision for income tax, cannot be estimated due to factors outside of the Company’s control and could have a material impact on the reported results.
Conference Call and Webcast Details
To participate in the live earnings call, listeners in the U.S. may dial (877) 269-7751 and international listeners may dial (201) 389-0908. The live audio webcast will be accessible in the “IR Calendar” section of the Company’s Investor Relations website at https://ir.onceuponafarmorganics.com or directly here.
About Once Upon a Farm
Once Upon a Farm, PBC (NYSE: OFRM) is redefining the organic kids’ food category and shaping the future of food. Guided by its mission to drive systemic improvement in childhood nutrition for a happier, healthier, more equitable world, the Company offers a portfolio of crave-worthy snacks and meals designed for children from babies through big kids. Every Once Upon a Farm product is organic, non-GMO, and free from added sugar, artificial flavors, colors, and preservatives – just simple, real, nutritious food kids ask for and parents trust. For more information visit www.onceuponafarmorganics.com, follow @onceuponafarm on Instagram, Facebook and TikTok.
Contacts
Investors:
Reed Anderson, ICR
Alex Liscum, ICR
Media:
Jessica Liddell, ICR
Kate Schneiderman, ICR
Non-GAAP Financial Measures
Adjusted EBITDA
The Company calculates Adjusted EBITDA as net loss, adjusted to exclude: (1) change in fair value of derivative liability; (2) change in fair value of convertible preferred stock warrant liability; (3) stock-based compensation; (4) depreciation and amortization; (5) amortization of payments under the Spokesperson Agreement; (6) interest expense; (7) interest income; and (8) provision for income taxes. The Company believes that Adjusted EBITDA provides meaningful supplemental information regarding its operating performance and facilitates internal comparisons of its historical operating performance on a more consistent basis by excluding certain items that may not be indicative of its business, results of operations, or outlook. In particular, the Company believes that the use of Adjusted EBITDA is helpful to the Company’s investors as it is a measure used by management in assessing the health of its business, determining incentive compensation, and evaluating its operating performance, as well as for internal planning and forecasting purposes.
Forward-Looking Statements
This press release and the related conference call contain forward-looking statements that reflect the Company’s expectations or beliefs regarding future events. In some cases, forward-looking statements can identified by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “positioned,” “plan,” “predict,” “project,” “potential,” “should,” “will,” “would,” or the negative of these terms or other comparable terminology. In particular, statements about the Company’s 2026 outlook, future growth prospects, growth of market share, growth strategy, the markets in which it operates, statements about potential new products and product innovation, and its expectations, beliefs, plans, strategies, objectives, prospects, assumptions, or future events or performance, are forward-looking statements. These forward-looking statements, including expectations and projections about future matters, are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company cautions that such statements involve numerous risks and uncertainties and are subject to variables that could impact the Company’s future performance. These statements are based on management’s views and assumptions at the time they are made and are not guarantees of future performance. Actual future events and performance may differ materially from the expectations reflected in our forward-looking statements. The Company does not undertake any obligation to update forward-looking statements.
A variety of factors could materially affect future outcomes, including, but not limited to: adverse public relations, product recalls, and product liability claims; factors outside of the Company’s and its suppliers’ control that disrupt its operations or impact the inputs, commodities, and ingredients used in its business; the failure to manage the supply chain effectively; the availability of natural, plant-rich, and organic ingredients; the ability to protect personal, proprietary, and confidential information and prevent security incidents; damage to the reputation of the Company, products, management team, or co-founders; adverse weather conditions, natural disasters, pestilence, climate change, and other conditions beyond the Company’s control that could disrupt its operations; the failure to retain and motivate the Company’s management team or other key team members, including our co-founders; the Company’s reliance on a limited number of independent contract manufacturers and suppliers; changing consumer preferences, perceptions, and spending habits; the failure to successfully pursue growth or implement the Company’s growth strategy on a timely basis or at all; disruptions in the worldwide economy; the inability to compete successfully; damage or disruption at any facility where finished goods inventory is located; the failure to successfully roll-out coolers and harm to the operating capacity of coolers; inability to expand existing customer relationships and acquire new customers; inability to implement initiatives to improve
productivity and streamline operations to control or reduce costs; inability to achieve or sustain profitability; the ability of our information technology systems, including artificial intelligence technologies, to perform adequately and accurately; changes in tax laws; volatility of the market price of the common stock; and the other factors set forth in the Company’s filings with the Securities and Exchange Commission, including under Part I, Item 1A. “Risk Factors” of the Company’s upcoming Annual Report on Form 10-K.
This list is not exhaustive and is intended for illustrative purposes only. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty.
Once Upon a Farm, PBC
Consolidated Balance Sheets
(In thousands)
| December 31, 2025 |
December 31, 2024 |
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| (Unaudited) | ||||||||
| Assets |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 10,860 | $ | 17,306 | ||||
| Accounts receivable, net |
28,783 | 17,849 | ||||||
| Inventory |
46,981 | 23,673 | ||||||
| Prepaid expenses and other current assets |
15,520 | 713 | ||||||
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| Total current assets |
102,144 | 59,541 | ||||||
| Property and equipment, net |
8,903 | 4,237 | ||||||
| Intangible assets, net |
561 | 638 | ||||||
| Goodwill |
4,244 | 4,244 | ||||||
| Other non-current assets |
567 | 304 | ||||||
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| Total assets |
$ | 116,419 | $ | 68,964 | ||||
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| Liabilities, Convertible Preferred Stock and Stockholders’ Deficit |
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| Current liabilities: |
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| Accounts payable |
$ | 19,606 | $ | 7,417 | ||||
| Accrued expenses and other current liabilities |
24,269 | 21,657 | ||||||
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| Total current liabilities |
43,875 | 29,074 | ||||||
| Nonconvertible debt, net |
43,000 | 7,876 | ||||||
| Convertible notes |
17,214 | 16,856 | ||||||
| Derivative liability |
32,413 | 23,847 | ||||||
| Other non-current liabilities |
2,017 | 1,482 | ||||||
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| Total liabilities |
138,519 | 79,135 | ||||||
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| Convertible preferred stock |
101,967 | 101,967 | ||||||
| Stockholders’ deficit: |
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| Common stock |
1 | 1 | ||||||
| Additional paid-in capital |
11,669 | 6,349 | ||||||
| Accumulated deficit |
(135,737 | ) | (118,488 | ) | ||||
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| Total stockholders’ deficit |
(124,067 | ) | (112,138 | ) | ||||
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| Total liabilities, convertible preferred stock and stockholders’ deficit |
$ | 116,419 | $ | 68,964 | ||||
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Once Upon a Farm, PBC
Consolidated Statements of Operations
(In thousands, except share and per share amounts)
| Three Months Ended December 31, |
Year Ended December 31, |
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| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||||
| Net sales |
$ | 64,025 | $ | 49,212 | $ | 240,681 | $ | 156,801 | ||||||||
| Cost of goods sold |
33,469 | 26,244 | 138,794 | 88,464 | ||||||||||||
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| Gross profit |
30,556 | 22,968 | 101,887 | 68,337 | ||||||||||||
| Selling, general and administrative |
26,040 | 21,580 | 107,590 | 74,655 | ||||||||||||
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| Loss from operations |
4,516 | 1,388 | (5,703 | ) | (6,318 | ) | ||||||||||
| Other income (expense): |
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| Interest expense |
(755 | ) | (391 | ) | (2,739 | ) | (1,611 | ) | ||||||||
| Interest income |
41 | 142 | 294 | 892 | ||||||||||||
| Change in fair value of derivative liability |
17,754 | (12,823 | ) | (8,566 | ) | (16,037 | ) | |||||||||
| Other income (expense), net |
916 | (550 | ) | (531 | ) | (712 | ) | |||||||||
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| Total other income (expense) |
17,956 | (13,622 | ) | (11,542 | ) | (17,468 | ) | |||||||||
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| Loss before provision for income taxes |
22,472 | (12,234 | ) | (17,245 | ) | (23,786 | ) | |||||||||
| Provision for income taxes |
38 | (16 | ) | (4 | ) | (50 | ) | |||||||||
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| Net income (loss) |
$ | 22,510 | $ | (12,250 | ) | $ | (17,249 | ) | $ | (23,836 | ) | |||||
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| Net income (loss) per share attributable to common stockholders, basic |
$ | 3.02 | $ | (1.88 | ) | $ | (2.51 | ) | $ | (3.71 | ) | |||||
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| Net income (loss) per share attributable to common stockholders, diluted |
$ | 0.11 | $ | (1.88 | ) | $ | (2.51 | ) | $ | (3.71 | ) | |||||
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| Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic |
7,458,028 | 6,503,179 | 6,875,272 | 6,416,727 | ||||||||||||
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| Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, diluted |
36,505,081 | 6,503,179 | 6,875,272 | 6,416,727 | ||||||||||||
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Once Upon a Farm, PBC
Consolidated Statements of Cash Flows
(In thousands)
| Year Ended December 31, |
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| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| Cash Flows from Operating Activities |
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| Net loss |
$ | (17,249 | ) | $ | (23,836 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: |
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| Change in fair value of derivative liability |
8,566 | 16,037 | ||||||
| Change in fair value of convertible preferred stock warrant liability |
488 | 787 | ||||||
| Change in fair value of SARs liability |
18 | — | ||||||
| Stock-based compensation |
3,915 | 1,791 | ||||||
| Warrants issued to a customer |
— | 658 | ||||||
| SARS issued to a customer |
102 | — | ||||||
| Inventory adjustments |
2,515 | 891 | ||||||
| Depreciation and amortization |
1,300 | 796 | ||||||
| Amortization of debt discounts and deferred financing costs |
503 | 576 | ||||||
| Non-cash interest |
308 | 339 | ||||||
| Loss on disposal of property and equipment |
— | 16 | ||||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts receivable |
(10,934 | ) | (10,569 | ) | ||||
| Inventory |
(25,823 | ) | (6,898 | ) | ||||
| Prepaid expenses and other assets |
(641 | ) | 536 | |||||
| Accounts payable |
9,167 | (3,340 | ) | |||||
| Accrued expenses and other liabilities |
(2,140 | ) | 11,174 | |||||
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| Net cash used in operating activities |
(29,905 | ) | (11,042 | ) | ||||
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| Cash Flows from Investing Activities |
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| Purchase of property and equipment |
(5,251 | ) | (3,007 | ) | ||||
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| Net cash used in investing activities |
(5,251 | ) | (3,007 | ) | ||||
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| Cash Flows from Financing Activities |
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| Proceeds from term loan facility |
14,000 | — | ||||||
| Proceeds from line of credit |
21,000 | — | ||||||
| Proceeds from exercise of stock options |
1,405 | 427 | ||||||
| Payment of debt issuance cost |
(463 | ) | (27 | ) | ||||
| Payment of deferred offering costs |
(7,232 | ) | — | |||||
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| Net cash used in financing activities |
28,710 | 400 | ||||||
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| Net decrease in cash and cash equivalents |
(6,446 | ) | (13,649 | ) | ||||
| Cash and cash equivalents, beginning of year |
17,306 | 30,955 | ||||||
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| Cash and cash equivalents, end of year |
$ | 10,860 | $ | 17,306 | ||||
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Once Upon a Farm, PBC
Non-GAAP Financial Measures
(Unaudited)
(In thousands)
| Three Months Ended December 31, |
Year Ended December 31, |
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| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Reconciliation of Net Income (Loss) to Adjusted EBITDA |
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| Net income (loss) |
$ | 22,510 | $ | (12,250 | ) | $ | (17,249 | ) | $ | (23,836 | ) | |||||
| Change in fair value of derivative liability 1 |
(17,754 | ) | 12,823 | 8,566 | 16,037 | |||||||||||
| Change in fair value of convertible preferred stock warrant 1 |
(877 | ) | 645 | 488 | 787 | |||||||||||
| Stock-based compensation |
1,020 | 446 | 3,915 | 1,791 | ||||||||||||
| Depreciation and amortization |
393 | 256 | 1,300 | 796 | ||||||||||||
| Amortization of spokesperson agreement expense |
649 | — | 2,596 | — | ||||||||||||
| Interest expense |
755 | 391 | 2,739 | 1,611 | ||||||||||||
| Interest income |
(41 | ) | (142 | ) | (294 | ) | (892 | ) | ||||||||
| Provision for income tax |
(38 | ) | 16 | 4 | 50 | |||||||||||
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| Total Adjusted EBITDA |
$ | 6,617 | $ | 2,185 | $ | 2,065 | $ | (3,656 | ) | |||||||
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| 1 | Amount reflects the change in fair value of derivative liability related to Convertible Notes and change in fair value of convertible preferred warrant liability related to the Company’s Nonconvertible Debt. |
Supplemental Information
(Unaudited)
Supplemental Sales Detail
The following table presents disaggregated net sales by product category for the periods indicated (in thousands):
| Three Months Ended December 31, |
Year Ended December 31, |
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| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Kid |
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| Pouches |
$ | 30,461 | $ | 27,753 | $ | 118,620 | $ | 96,095 | ||||||||
| Snacks |
4,277 | 3,399 | 20,710 | 8,765 | ||||||||||||
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| Total Kid |
34,738 | 31,152 | 139,330 | 104,860 | ||||||||||||
| Baby |
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| Pouches |
10,165 | 7,488 | 31,760 | 27,343 | ||||||||||||
| Snacks |
18,723 | 9,789 | 67,373 | 20,644 | ||||||||||||
| Other |
399 | 783 | 2,218 | 3,954 | ||||||||||||
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| Total Baby |
29,287 | 18,060 | 101,351 | 51,941 | ||||||||||||
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| Total Net Sales |
$ | 64,025 | $ | 49,212 | $ | 240,681 | $ | 156,801 | ||||||||
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