CeriBell Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

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

CeriBell, Inc.

(Exact name of Registrant as Specified in Its Charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

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.