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): September 17, 2025 |
CeriBell, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-42364 |
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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective September 17, 2025, the Board of Directors (the “Board”) of Ceribell, Inc. (the “Company”) elected Erica Rogers to serve as a director of the Company until the Company’s next annual meeting of stockholders and until her successor is duly elected and qualified, or until her earlier resignation or removal. Ms. Rogers has also been appointed to the Compensation Committee of the Board.
In connection with her service as a non-employee director on the Board and the Compensation Committee, Ms. Rogers will receive annual cash compensation and restricted stock units in accordance with the Company’s Non-Employee Director Compensation Program. The Company will enter into an indemnification agreement with Ms. Rogers on substantially the same terms as its standard form of indemnification agreement entered into with its other directors.
There is no arrangement or understanding between Ms. Rogers and any other person pursuant to which Ms. Rogers was elected as a director. In addition, Ms. Rogers is not a party to any transactions or series of transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A copy of the press release announcing the election of the new director is attached as Exhibit 99.1 and is incorporated herein by reference.
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: |
September 22, 2025 |
By: |
/s/ Scott Blumberg |
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Scott Blumberg
Chief Financial Officer |