セリベルの適時開示・重要契約・その他

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

     Date of Report (Date of earliest event reported): June 12, 2025

    

CeriBell, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	333-281784	47-1785452
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

360 N. Pastoria Avenue
Sunnyvale, California		94085
(Address of Principal Executive Offices)		(Zip Code)

     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:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value per share	CBLL	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. ☐


Item 1.01	Entry into a Material Definitive Agreement.

Ceribell, Inc. (the “Company”) and The Board of Trustees of the Leland Stanford Junior University (“Stanford”) are parties to an Exclusive (Equity) Agreement, effective June 15, 2015, as amended by Amendment No. 1 effective September 9, 2015, Amendment No. 2 effective April 1, 2017, and Amendment No. 3 effective March 8, 2022 (collectively, the “Stanford Agreement”). Pursuant to the Stanford Agreement, Stanford granted to the Company a worldwide, term-limited exclusive license under certain patent rights owned or controlled by Stanford to make, use, and sell certain portable devices in connection with brain wave activity.

The Stanford Agreement originally provided for exclusivity through June 15, 2025. Under Amendment No. 3, the Company acquired an option to extend exclusivity through the expiration of the last-to-expire licensed patent (the “Option”) for a fee of $80,000, of which $60,000 had been paid by December 31, 2024. The remaining balance of $20,000 was due in April 2025 but would be waived if the Company exercised the Option by June 15, 2025, by paying an option exercise fee of $250,000.

On June 12, 2025, the Company and Stanford entered into Amendment No. 4 to the Stanford Agreement (“Amendment No. 4”), pursuant to which the Company exercised the Option and agreed to pay the option exercise fee of $250,000.

The foregoing description of Amendment No. 4 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 4, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.


Item 9.01	Financial Statements and Exhibits.
Exhibit No.		Description
10.1		Amendment No. 4 to the Exclusive (Equity) Agreement effective June 15, 2015, by and between the Board of Trustees of the Leland Stanford Junior University and Ceribell, Inc., dated June 12, 2025.
104		Cover Page Interactive Data File, formatted in Inline XBRL.

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.


			CERIBELL, INC.

Date:	June 20, 2025	By:	/s/ Scott Blumberg
			Scott Blumberg Chief Financial Officer

EX-10.1 2 cbll-ex10_1.htm EX-10.1 EX-10.1

Exhibit 10.1

Certain confidential information contained in this document, marked by [***], has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type of information that the registrant treats as private or confidential.

AMENDMENT № 4 TO THE

LICENSE AGREEMENT EFFECTIVE THE 15TH DAY OF JUNE 2015 BETWEEN

THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY AND

CERIBELL, INC.

Effective June 15, 2025, The Board of Trustees of the Leland Stanford Junior University (“Stanford”), an institution of higher education having corporate powers under the laws of the State of California with an office at 415 Broadway Street, 2nd Floor, MC 8854, Redwood City, CA 94063, and Ceribell, Inc. (“Ceribell”), an entity having a principal place of business at 360 N. Pastoria Ave, Sunnyvale, CA 94805, agree as follows:

BACKGROUND

Stanford and Ceribell are parties to a License Agreement effective the 15th day of June, 2015 (“Original Agreement”) covering four inventions from the laboratories of Professors Josef Parvizi and Christopher Chafe:

•

Stanford docket S11-220 entitled “Method of Sonifying Brain Electrical Activity;”

•

Stanford docket S13-142 entitled “Glitch-free Frequency Modulation Synthesis of Sounds;”

•

Stanford docket S13-470 entitled “Method of Sonifying Signals Obtained from a Living Subject;” and

•

Stanford docket S14-459 entitled "Seizure Detection Device.”

The Original Agreement was amended by an Amendment No. 1 effective the 9th day of September 2015 (“Amended Original Agreement”).

The Amended Original Agreement was further amended by an Amendment No. 2 effective the 1st day of April, 2017 (Twice-Amended Original Agreement”).

The Twice-Amended Original Agreement was further amended by an Amendment No. 3 effective the 8th day of March, 2022 (“Thrice-Amended Original Agreement”).

Stanford and Ceribell wish to amend the Thrice Amended Original Agreement to extend the Exclusive term of the license agreement to the date that the last Licensed Patent expires.

All terms capitalized but undefined herein shall have the meanings ascribed to such terms in the Original Agreement.

Exclusive Term Exercise Fee

Ceribell will pay to Stanford an Exclusive Term Exercise Fee of $250,000 which is due within [***] days of execution of this amendment to the Thrice-Amended Original Agreement (“Amendment No. 4”), Notwithstanding section 3.2(C) of the Thrice-Amended Original Agreement. Stanford acknowledges that, upon receipt of the Exclusive Term Exercise Fee, Ceribell will have made all payments required to exercise its option to extend the Exclusive term under the Thrice-Amended License Agreement.

AMENDMENT

3.1

Paragraph 3.2 of the Thrice-Amended Original Agreement is hereby deleted in its entirety and replaced with the following:

“3.2 Exclusivity. The license to the Licensed Patents is Exclusive, including the right to sublicense under Article 4, in the Licensed Field of Use beginning on the Effective Date and ending on the expiration date of the last Licensed Patent.”

3.2

Paragraph 7.7 of the Thrice-Amended Original Agreement is hereby deleted in its entirety and replaced with the following:

“7.7 Milestone Payments. On [***], Ceribell made the Milestone Payment of $36,000 following the first commercial sale of a Licensed Product according to the terms of the Original Agreement. No further Milestone Payments are due.”

OTHER TERMS

4.1

All other terms of the Thrice-Amended Original Agreement remain in full force and effect.

4.2

Each Party may sign identical counterparts of this Agreement with the same effect as if both Parties had signed the same document. The Parties agree that signatures, electronic or wet ink, of this Agreement transmitted by email in “portable document format” (“PDF”), or by any other electronic means, intended to preserve the original appearance of this Agreement, shall have the same effect as physical delivery of the paper document bearing an original wet ink signature. The Parties further waive any right to challenge the admissibility or authenticity of this document in a court of law based solely on the absence of an ink or printed signature.

In witness whereof, the parties have caused this Amendment № 4 to be executed by their duly authorized officers or representatives.

THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY

By: /s/ Sunita Rajdev

Name: Sunita Rajdev

Title: Senior Director-OTL

Date: June 12, 2025

CERIBELL, INC.

By: /s/ Scott Blumberg

Name: Scott Blumberg

Title: Chief Financial Officer

Date: June 12, 2025