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 1722, 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 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~Effective September 17~~Ceribell, ~~2025,~~Inc. (the ~~Board~~“Company”) ofand ~~Directors~~Shenzhen ~~(the~~Everwin Precision Technology Co., Ltd. (“~~Board~~Everwin China”) ofare ~~Ceribell~~parties to the Corporate Supply Agreement, ~~Inc~~dated January 10, 2022, as amended by Amendment No. 1, dated March 7, 2023, and Amendment No. 2, dated November 28, 2023 (collectively, the “~~Company~~Supply Agreement”). ~~elected~~Pursuant ~~Erica~~to ~~Rogers~~the toSupply ~~serve~~Agreement, aswhich ahad ~~director~~an initial term of ~~the~~two ~~Company~~years, ~~until~~Everwin ~~the~~China ~~Company’s~~and ~~next~~its ~~annual~~Affiliates ~~meeting~~(as ofdefined ~~stockholders~~in ~~and~~the ~~until~~Supply ~~her~~Agreement) ~~successor~~supply isthe ~~duly~~Company’s ~~elected~~small and ~~qualified,~~large orheadbands ~~until~~on ~~her~~a ~~earlier~~purchase ~~resignation~~order orbasis ~~removal.~~and ~~Ms.~~grant ~~Rogers~~the ~~has~~Company ~~also~~broad ~~been~~license ~~appointed~~rights to product materials necessary for the ~~Compensation~~manufacture ~~Committee~~and support of the ~~Board~~products.

InAmendment ~~connection~~No. ~~with~~1 ~~her~~extended ~~service~~the asinitial aterm ~~non-employee~~to ~~director~~January on9, ~~the~~2025. ~~Board~~Amendment ~~and~~No. ~~the~~2 ~~Compensation~~extended ~~Committee,~~the ~~Ms.~~term ~~Rogers~~of ~~will~~the ~~receive~~agreement ~~annual~~to ~~cash~~December ~~compensation~~31, 2027, and ~~restricted~~designated ~~stock~~Everwin ~~units~~Precision inHolding ~~accordance~~(Hong ~~with~~Kong) ~~the~~ Company Limited as Everwin China’s ~~Non-Employee~~agent ~~Director~~and ~~Compensation~~provided ~~Program~~for deliveries from a facility in Tijuana, Mexico. ~~The~~Amendment ~~Company~~No. ~~will~~2 ~~enter~~was entered into anprior ~~indemnification~~to ~~agreement~~the ~~with~~Company’s ~~Ms.~~initial ~~Rogers~~public onoffering ~~substantially~~and ~~the~~was ~~same~~not ~~terms~~previously asfiled ~~its~~or ~~standard~~incorporated ~~form~~by ofreference ~~indemnification~~in ~~agreement~~the ~~entered~~Company’s ~~into~~registration ~~with~~statement or its ~~other~~past ~~directors.~~periodic reports.

~~There~~On isSeptember no22, ~~arrangement~~2025, orthe ~~understanding~~Company, ~~between~~Everwin ~~Ms.~~China, ~~Rogers~~ and ~~any~~Everwin ~~other~~Precision ~~person~~(Viet ~~pursuant~~Nam) toTechnology ~~which~~Co., MsLtd. ~~Rogers~~(“Everwin ~~was~~Vietnam”) ~~elected~~entered asinto aAmendment ~~director~~No. In3 ~~addition,~~to Msthe Supply Agreement. ~~Rogers~~Amendment isNo. ~~not~~3 designates Everwin Vietnam, a ~~party~~subsidiary toof ~~any~~Everwin ~~transactions~~China, oras ~~series~~an agent of ~~transactions~~Everwin ~~required~~China toand beprovides ~~disclosed~~for ~~pursuant~~deliveries toof ~~Item~~headbands ~~404(a)~~from ofEverwin ~~Regulation~~Vietnam’s ~~S-K~~facility in Vietnam.

AThe ~~copy~~foregoing descriptions of ~~the~~Amendment ~~press~~No. ~~release~~2 ~~announcing~~and Amendment No. 3 do not purport to be complete and are qualified in their entirety by references to the ~~election~~full texts of ~~the~~Amendment ~~new~~No. ~~director~~2 isand ~~attached~~Amendment No. 3, which are filed as Exhibit 9910.1 and isExhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01	Financial Statements and Exhibits.
Exhibit No.		Description
99.1		Press Release dated September 22, 2025.
10.1		Amendment No. 2 to the Corporate Supply Agreement, dated November 28, 2023, by and between CeriBell, Inc. and Shenzhen Everwin Precision Technology Co., Ltd.
10.2		Amendment No. 3 to the Corporate Supply Agreement, dated September 22, 2025, by and among CeriBell, Inc., Shenzhen Everwin Precision Technology Co., Ltd., and Everwin Precision (Viet Nam) Technology Co., Ltd.
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 2224, 2025	By:	/s/ Scott Blumberg
			Scott BlumbergChief Financial Officer

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