8-K
Ceribell, Inc. (CBLL)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): July 07, 2025 |
|---|
CeriBell, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 333-281784 | 47-1785452 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>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<br>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 8.01 | Other Events. |
|---|
On July 7, 2025, Ceribell, Inc. (“Ceribell”) issued a press release announcing that it has filed complaints against Natus Medical Incorporated and related subsidiaries (“Natus”) with the U.S. International Trade Commission and the U.S. District Court for the District of Delaware. The complaints assert that Natus is infringing on six Ceribell patents related to important features of the Ceribell EEG headband and electrode design, and that Natus is engaging in unfair competition.
A copy of the press release 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 July 7, 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: | July 7, 2025 | By: | /s/ Scott Blumberg |
| Scott Blumberg<br>Chief Financial Officer |
EX-99.1
Ceribell Files Complaints Against Natus Medical Incorporated with the U.S. International Trade Commission and Federal Court in Delaware
July 7, 2025
Complaints Assert Infringement of Patents Related to Point-of-Care Electroencephalography (EEG) Technology
SUNNYVALE, Calif., July 07, 2025 (GLOBE NEWSWIRE) -- CeriBell, Inc. (Nasdaq: CBLL) (“Ceribell”), a leading medical technology company transforming the diagnosis and management of patients with serious neurological conditions, announced today that it filed complaints against Natus Medical Incorporated and related subsidiaries (“Natus”), alleging patent infringement and unfair competition. A complaint was filed with the U.S. International Trade Commission (USITC), an independent, non-partisan agency that investigates and makes determinations in proceedings involving imports claimed to violate U.S. intellectual property rights. Ceribell has requested that the USITC investigate its claims and issue an exclusion order to bar the importation of any infringing Natus products into the United States.
Ceribell also filed a complaint with the U.S. District Court in Delaware asserting infringement of the same patents.
Ceribell initiated litigation because it believes Natus is infringing six of its patents related to important features of its EEG headband and electrode design.
“From clinical research to continuous product advancements, Ceribell has made significant investments in point-of-care EEG technology,” said Jane Chao, Ph.D., co-founder and CEO of Ceribell. “Ceribell deeply values the innovations we bring to the healthcare community and is committed to fair competition. We will vigorously protect our intellectual property against infringement so that we can continue to deliver leading-edge products to healthcare professionals and their patients.”
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our business plans, strategies, goals, prospects, assessments, beliefs, and expectations for our products, and other statements that are not statements of historical fact. Given their forward-looking nature, these statements involve substantial risks, uncertainties, and potentially inaccurate assumptions, and we cannot ensure that any outcome expressed in these forward-looking statements will be realized in whole or in part. You can identify these statements by the fact that they use future dates or use 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 and terms of similar meaning. Among the factors that could cause actual results to differ materially from past results and future plans and projected future results are risks related to the following: the macroeconomic and
geopolitical environment, including the potential imposition of new or higher tariffs; our limited operating history and history of net losses; our ability to successfully achieve substantial market acceptance and adoption of our products; our ability to successfully address competitive pressures including legal actions; our ability to adapt our manufacturing and production capacities to evolving patterns of demand, governmental actions and customer trends; the manufacturing of a substantial number of our product components and their assembly in China or other countries; product defects or complaints and related liability; the complexity, timing, expense, and outcomes of clinical studies; our ability to obtain and maintain adequate coverage and reimbursement levels for our products; our ability to comply with changing laws and regulatory requirements and resulting costs; our dependence on a limited number of suppliers; and other risks and uncertainties, including those described under the heading “Risk Factors” in our Annual Report on Form 10-K and other reports filed with the U.S. Securities and Exchange Commission (“SEC”). These filings, when made, are available on the Investor Relations section of our website at https://investors.ceribell.com and on the SEC’s website at https://sec.gov. We assume no obligation to update any forward-looking statements contained in this press release as a result of new information or future events or developments.
About CeriBell, Inc.
Ceribell (Nasdaq: CBLL) 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 indicating 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 the company on LinkedIn.
Investor Contact
Brian Johnston or Laine Morgan Gilmartin Group Investors@ceribell.com
Media Contact
Corrie Rose Press@ceribell.com