CBLL 8-K
Ceribell, Inc. (CBLL)
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
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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:
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Trading |
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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.
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Exhibit No. |
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Description |
10.1 |
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104 |
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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.
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CERIBELL, INC. |
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Date: |
June 20, 2025 |
By: |
/s/ Scott Blumberg |
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Scott Blumberg |
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:
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:
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.
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.
“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.”
“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.”
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