Ceribell, Inc.

8-K · cbll-20260602.htm iXBRL

0001861107 2026-06-02 2026-06-02

  
 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 02, 2026

  
  
 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 5.07

 Submission of Matters to a Vote of Security Holders.

  
 The 2026 Annual Meeting of Stockholders (the “Meeting”) of CeriBell, Inc. (the “Company”) was held on June 2, 2026. 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 II directors of the Company until the 2029 Annual Meeting of Stockholders and until their successors have been duly elected and qualified:

  

 Nominee

 For

 Withheld

 Broker Non-Votes

 Josef Parvizi, M.D., Ph.D.

 25,961,193

 2,311,420

 4,374,728

    Rebecca Robertson

 25,948,634

 2,323,979

 4,374,728

  
 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, 2026 was approved:

  

 For

 Against

 Abstained

 Broker Non-Votes

 32,623,328

 5,177

 18,836

 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.

  

  

  

 CERIBELL, INC.

  

  

  

  

 Date:

 June 2, 2026

 By:

 /s/ Scott Blumberg

  

  

  

 Scott Blumberg
Chief Financial Officer