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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): September 17, 2025

    

CeriBell, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-42364	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 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.


Item 9.01	Financial Statements and Exhibits.
Exhibit No.		Description
99.1		Press Release dated September 22, 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:	September 22, 2025	By:	/s/ Scott Blumberg
			Scott Blumberg Chief Financial Officer

EX-99.1 2 cbll-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

Medtech Leader Erica Rogers Joins Ceribell Board of Directors

Accomplished innovator and healthcare executive brings proven strategic leadership and expertise in scaling high-growth healthcare companies

SUNNYVALE, Calif., Sept. 22, 2025 (GLOBE NEWSWIRE) -- CeriBell, Inc. (Nasdaq: CBLL) (“Ceribell” or the “Company”), a medical technology company focused on transforming the diagnosis and management of patients with serious neurological conditions, today announced the appointment of Erica Rogers to its Board of Directors. Ms. Rogers brings over three decades of experience leading high-growth, innovative medical device companies to Ceribell’s Board as the Company executes on its mission to expand patient access to timely brain monitoring in the acute care setting.

Ms. Rogers is an accomplished healthcare executive with board experience in both the public and private sectors. She most recently served as Chief Executive Officer of Silk Road Medical, Inc. and has held Board positions with HistoSonics, Axena Health, Sight Sciences, LightForce, and Medicines360. At Silk Road, Rogers led the business from its early stages through FDA approval and broad commercial expansion, which ultimately resulted in acquisition by Boston Scientific Corporation. Under her leadership, the organization grew significantly from a 25-person startup to a 500-employee, publicly-tradedcompany with revenue exceeding $175 million. Emphasizing excellence and culture, she is a seasoned founder and leader with a proven track record of innovation, evident in multiple patents and successfully marketed products.

“We welcome Erica at a pivotal growth phase for Ceribell, as we expand nationwide access to our point-of-care EEG system to help clinicians deliver timely care for critically ill patients,” said Jane Chao, PhD, Co-founder and Chief Executive Officer of Ceribell. “Her experience in scaling healthcare companies and driving adoption of new technologies in clinical practice will be invaluable as we work to establish the Ceribell System as the standard of care.”

“Ceribell is pioneering a new era of timely brain monitoring, positively transforming patient outcomes,” said Erica Rogers. “The impact of its groundbreaking rapid EEG technology has already improved care for hundreds of thousands of critically ill patients in more than 550 hospitals. I look forward to supporting its ongoing efforts to broaden access to this significant advancement in healthcare.”

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other statements that are not statements of historical fact. Forward-looking statements can be identified by the use of words such as “will,” “may,” “could,” “likely,” “ongoing,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “assume,” “target,” “forecast,” “guidance,” “goal,” “objective,” “aim,” “seek,” “potential,” “hope,” and other words of similar meaning. These statements are based on management’s current expectations and assumptions and involve risks and uncertainties that could cause actual results to differ materially from those described. Such risks and uncertainties are described under the “Risk Factors” sections of our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other reports filed with the U.S. Securities and Exchange Commission (“SEC”). These filings are available on the SEC’s website at https://sec.gov/ and on Ceribell’s website at https://investors.ceribell.com/. Ceribell undertakes no obligation to update any forward-looking statements as a result of new information, future events, or otherwise, except as required by law.

About CeriBell, Inc.

Ceribell is a medical technology company focused on transforming the diagnosis and management of patients with serious neurological conditions. Ceribell has developed the Ceribell System, a novel, point-of-care electroencephalography (“EEG”) platform specifically designed to address the unmet needs of patients in the acute care setting. By combining proprietary, highly portable, and rapidly deployable hardware with sophisticated artificial intelligence (“AI”)-powered algorithms, the Ceribell System enables rapid diagnosis and continuous monitoring of patients with neurological conditions. The Ceribell System is FDA-cleared for detecting suspected seizure activity and currently utilized in intensive care units and emergency rooms across the U.S. Ceribell is headquartered in Sunnyvale, California. For more information, please visit www.ceribell.com or follow Ceribell on LinkedIn.

Investor Contacts Brian Johnston or Laine Morgan Gilmartin Group Investors@ceribell.com Media Contact Corrie Rose Press@ceribell.com