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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Date of Report (Date of earliest event reported): June 10, 2025 |
CeriBell, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
333-281784 |
47-1785452 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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360 N. Pastoria Avenue |
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Sunnyvale, California |
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94085 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 800 436-0826 |
(Former Name or Former Address, if Changed Since Last Report)
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:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common stock, $0.001 par value per share |
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CBLL |
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Nasdaq Global Select Market |
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. ☐
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Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
The 2025 Annual Meeting of Stockholders (the “Meeting”) of Ceribell, Inc. (the “Company”) was held on June 10, 2025. At the Meeting, the Company’s stockholders voted on the following two proposals and cast their votes as described below.
1.The nominees listed below were elected at the Meeting to serve as Class I directors of the Company until the 2028 Annual Meeting of Stockholders and until their successors have been duly elected and qualified:
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Nominee |
For |
Withheld |
Broker Non-Votes |
Juliet Tammenoms Bakker |
20,199,817 |
2,031,435 |
1,090,816 |
Lucian Iancovici, M.D. |
19,009,795 |
3,221,457 |
1,090,816 |
2.The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was approved:
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For |
Against |
Abstained |
Broker Non-Votes |
23,287,906 |
1,440 |
32,722 |
N/A |
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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CERIBELL, INC. |
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Date: |
June 12, 2025 |
By: |
/s/ Scott Blumberg |
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Scott Blumberg
Chief Financial Officer |