Once Upon a Farm, PBC

On February 9, 2026, we completed an IPO in which we issued and sold 7,631,537 shares of common stock, at the public offering price of $18.00 per share, plus an additional 1,649,581 shares of common stock at a public offering price of$18.00 per share pursuant to the exercise of the underwriters’ option to purchase additional shares. We received net proceeds of approximately $138.5 million from the IPO, after deducting underwriting discounts and commissions and offering expenses payable by us. Historically, we have generated operating losses and have relied on private sales of securities and proceeds from debt financing to fund our operations. As of June 30, 2026, we had cash and cash equivalents of $93.5 million and accumulated deficit of $156.5 million. For the three and six months ended June 30, 2026, we incurred a net loss from operations of $5.0 million and $20.8 million and net cash flow used in operating activities totaled $17.9 million during the six months ended June 30, 2026. We expect that our existing cash and cash equivalents, along with available borrowing capacity under the Revolving Credit Facility and Term Loan Facility, will be sufficient to support our operations for at least the next 12 months as well as to meet our cash requirements for the longer term.

Our future capital requirements will depend on many factors, including our pace of new and existing customer growth, our investments in innovation, our investment in cooler placements at retail stores, our investments in partnerships, and unexplored channels. We may be required to seek additional equity or debt financing. There can be no assurance that additional equity or debt financing will be available to us at terms acceptable to us, or at all and such financing will be impacted by many factors, including the liquidity of the overall capital markets and the future state of the U.S. and global economy.

Nonconvertible Debt

On June 27, 2025 (the “Initial Closing Date”), we entered into a Credit Agreement with Western Alliance Bank (the “Credit Agreement”) for a delayed draw term loan (the “Term Loan Facility”) and a revolving credit facility (the “Revolving Credit Facility”, and together with the Term Loan Facility, the “Nonconvertible Debt”). The Revolving Credit Facility had an initial funding commitment of up to $65.0 million which included (i) an initial commitment of $45.0 million and (ii) a $20.0 million uncommitted option, subject to syndication at terms acceptable to prospective lenders (with such increase implemented through the amendment executed on September 11, 2025). The Term Loan Facility had a commitment of $30.0 million which includes (i) an $18.0 million available on the Initial Closing Date and (ii) a $12.0 million available upon achieving certain milestones and lender approval (which were achieved upon the completion of the IPO). On the Initial Closing Date, we borrowed $22.0 million under the Revolving Credit Facility to repay all outstanding amounts under its previously existing debt facilities.

On September 11, 2025, the Credit Agreement was amended to, among other things, increase the Revolving Credit Facility funding commitment to up to $65.0 million. This increase reflects our lender’s commitment to fund the previously uncommitted $20.0 million option.

In February 2026, following completion of the IPO, we used a portion of the proceeds to repay all outstanding amounts under the Nonconvertible Debt. As of June 30, 2026, we have no outstanding debt under the Nonconvertible Debt.

Interest on borrowings under the Term Loan Facility is calculated at a rate equal to (i) 2.50% plus the highest of (w) the prime rate (as determined by reference to the Wall Street Journal), (x) the federal funds rate plus 0.50% per annum and (y) one month Term SOFR plus 1.00% per annum or (ii) one month Term SOFR plus 3.50% per annum, subject to a 2.00% Term SOFR floor. Interest-only payments are required to be made until July 10, 2027, then (i) with respect to $18.0 million of the Term Loan Facility, equal payments of outstanding principal and (ii) with respect to $12.0 million of the Term Loan Facility, 24 months after the borrowing of such amount with equal payments of outstanding principal, plus monthly interest payments, through the maturity date. As of June 30, 2026, there were no amounts outstanding under the Term Loan Facility. As of June 30, 2026, the maximum remaining capacity under the Term Loan Facility was $30.0 million.

Interest on borrowings under the Revolving Credit Facility is calculated at a rate equal to (i) 2.25% plus the highest of (w) the prime rate (as determined by reference to the Wall Street Journal), (x) the federal funds rate plus 0.50% per annum and (y) one month Term SOFR plus 1.00% per annum, or (ii) one month Term SOFR plus 3.25% per annum, subject to a 2.00% Term SOFR floor. Interest-only payments are required with a balloon principal payment on the maturity date. The interest rate applicable to borrowings under the Revolving Credit Facility was 7.0% as of December 31, 2025. As of June 30, 2026, there were no amounts outstanding under the Revolving Credit Facility.

The borrowing base for the Revolving Credit Facility requires us to maintain collateral in the form of accounts receivable and inventory. Amounts available to us are determined as the lower of (a) the current maximum capacity and (b) the sum of (i) 80% of our gross accounts receivable and (ii) 85% of the liquidation value of inventory, each subject to certain adjustments. The Nonconvertible Debt includes financial and nonfinancial covenant provisions. As of June 30, 2026, we were in compliance with all covenants related to the Nonconvertible Debt. As of June 30, 2026, the maximum remaining capacity under the Revolving Credit Facility was $65.0 million, with $58.4 million available for borrowing based on existing inventory and accounts receivable balances as described by the Credit Agreement.

Cash Flows

The following table summarizes our cash flows for the periods indicated:

Operating Activities

Net cash used in operating activities of $17.9 million for the six months ended June 30, 2026 was primarily driven by net loss of $20.8 million, non-cash adjustments of $9.7 million, and a net decrease in cash related to changes in operating assets and liabilities of $6.8 million. Non-cash adjustments primarily consisted of stock-based compensation of $6.8 million, inventory adjustments of $1.9 million, and depreciation and amortization expense of $1.0 million, partially offset by a change in fair value of derivative liability of $0.3 million. Changes in cash flows related to operating assets and liabilities primarily consisted of a $8.2 million increase in accounts receivable driven by growth in our net sales, a $6.8 million increase in inventory to support the increase in sales volume, and a $3.1 million increase in prepaid expenses and other assets, primarily due to increases in prepaid insurance and other receivables. These uses of cash were partially offset by a $11.3 million increase in accounts payable and accrued expenses and other current liabilities, primarily related to third-party manufacturing fees and raw material purchases to support growth in sales volume.

Net cash used in operating activities of $17.2 million for the six months ended June 30, 2025 was primarily driven by net loss of $28.5 million, non-cash adjustments of $22.1 million and a net decrease in cash related to changes in operating assets and liabilities of $10.8 million. Non-cash adjustments primarily consisted of a change in fair value of derivative liability of $17.9 million, stock-based compensation totaling $1.9 million, a change in fair value of convertible preferred stock warrant liability of $0.9 million, depreciation and amortization expense of $0.6 million, inventory adjustments of $0.4 million, amortization of debt discounts and deferred financing costs of $0.3 million, and interest expense of $0.1 million. Changes in cash flows related to operating assets and liabilities primarily consisted of an $11.9 million increase in inventory to support the increase in sales volume, a $8.4 million increase in accounts receivable due to growth in our net sales, and a $1.3 million increase in prepaid expenses and other assets, primarily due to increases in prepaid insurance and deferred taxes. These uses of cash were partially offset by a $10.8 million increase in accounts payable and accrued expenses and other current liabilities primarily related to increased third-party manufacturing fees, raw materials costs, accrued trade spend, and accrued marketing costs to support the growth in sales volume.

Investing Activities

For the six months ended June 30, 2026 and 2025, net cash used in investing activities was $2.4 million and $2.0 million, related to purchases of property and equipment used in ongoing operations.

Financing Activities

For the six months ended June 30, 2026, net cash provided by financing activities was $103.0 million, primarily consisting of $145.8 million of proceeds from our IPO, net of underwriting discounts and offering costs paid during the period and $0.2 million in proceeds from the exercise of stock options. This source of cash was partially offset by the repayment of our outstanding borrowings under our Credit Agreement of $43.0 million.

For the six months ended June 30, 2025, net cash provided by financing activities was $12.5 million, primarily consisting of $14.0 million in borrowings from existing credit facilities and $0.2 million in proceeds from the exercise of stock options. These sources of cash were partially offset by payments of deferred offering costs of $1.4 million and payments of debt issuance costs of $0.3 million.