8-K
0001861107false00018611072025-02-252025-02-25

 

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): February 25, 2025

CeriBell, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Delaware

001-281784

47-1785452

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

 

 

 

 

 

360 N. Pastoria Avenue

Sunnyvale, California

 

 

 

 

94085

(Address of principal executive offices)

 

 

 

(Zip Code)

Registrant’s telephone number, including area code: (800) 436-0826

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

The Nasdaq Stock Market LLC

 

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 2.02

Results of Operations and Financial Condition.

On February 25, 2025, Ceribell, Inc. issued a press release announcing its financial results for the fiscal quarter ended December 31, 2024. A copy of the press release, dated February 25, 2025, is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

The foregoing information in this Item 2.02 (including the exhibit hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibit No.

Description

99.1

Press Release of CeriBell, Inc., dated February 25, 2025

104

Cover Page Interactive Data File, formatted in Inline XBRL.

 

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

 

 

 

CERIBELL, INC.

 

 

 

 

Date: February 25, 2025

 

By:

/s/ Scott Blumberg

 

 

 

Scott Blumberg

 

 

 

Chief Financial Officer

 

 


 

img260468198_0.jpg

 

Ceribell Reports Fourth Quarter and Full Year 2024 Financial Results

 

Sunnyvale, Calif. – February 25, 2025 – CeriBell, Inc. (Nasdaq: CBLL) (“Ceribell”), a medical technology company focused on transforming the diagnosis and management of patients with serious neurological conditions, today reported financial results for the fourth quarter and full year ended December 31, 2024.

Fourth Quarter 2024 & Recent Highlights

Reported total revenue of $18.5 million in the fourth quarter of 2024, a 41% increase compared to the same period in 2023
Delivered total revenue of $65.4 million for the full year of 2024, a 45% increase over the prior year
Ended the year with 529 total active accounts
Achieved gross margin of 88% in the fourth quarter of 2024 and 87% for the full year of 2024
Submitted 510(k) application for pediatric Clarity™ algorithm to U.S. Food and Drug Administration
Announced that Senior Vice President of Sales, Sean Manni, will be promoted to Chief Revenue Officer
Achieved new milestone in treating over 200,000 patients

 

“2024 was a transformative year for Ceribell, as we advanced our mission to become the standard of care for seizure management while executing key strategic initiatives, including our recent initial public offering. Our team meaningfully expanded adoption of the Ceribell System across new and existing accounts, raised awareness of seizures in the acute care setting within the medical community, and continued to cement our position as the category leader through clinical innovation and data generation,” said co-founder and CEO Jane Chao, Ph.D. “Looking to 2025, we are committed to enabling better clinical outcomes for a record number of neurology patients while advancing several strategies designed to expand our indications so that we can address the unmet needs of many more patients and achieve our goal of making EEG a vital sign.”

 

Fourth Quarter 2024 Financial Results

Total revenue in the fourth quarter of 2024 was $18.5 million, a 41% increase from $13.1 million in the fourth quarter of 2023. The increase was primarily driven by continued commercial traction, resulting from adoption by new accounts and continued expansion within the company’s active account base. Product revenue for the fourth quarter of 2024 was $14.1 million, representing an increase of 41% from $10.0 million in the fourth quarter of 2023. Subscription revenue for the fourth quarter of 2024 was $4.4 million, representing an increase of 40% from $3.1 million in the fourth quarter of 2023.

Gross profit in the fourth quarter of 2024 was $16.2 million, compared to $11.1 million for the fourth quarter of 2023. Gross margin for the fourth quarter of 2024 was 88%, compared to 85% for the same period in 2023.

Operating expenses in the fourth quarter of 2024 were $29.1 million, compared to $19.5 million for the fourth quarter of 2023, representing an increase of 49%. The increase in operating expenses was primarily attributable to investments in the company’s commercial organization, increased headcount to support the growth of the business, and legal, accounting, and professional service fees related to the transition to becoming a public company.

Net loss in the fourth quarter of 2024 was $12.6 million, or $0.40 net loss per share, compared to a net loss of $8.3 million, or $1.53 net loss per share, for the same period in 2023.

Full Year 2024 Financial Results

Total revenue in the full year of 2024 was $65.4 million, a 45% increase from $45.2 million in the full year of 2023. The increase was primarily driven by continued commercial traction, resulting from adoption by new accounts and continued

 


 

expansion within the company’s active account base. Product revenue for the full year of 2024 was $50.1 million, representing an increase of 45% from $34.6 million in the full year of 2023. Subscription revenue for the full year of 2024 was $15.4 million, representing an increase of 44% from $10.7 million in the full year of 2023.

Gross profit in the full year of 2024 was $56.8 million, compared to $38.2 million for the full year of 2023. Gross margin for the full year of 2024 was 87% compared to 84% for the same period in 2023.

Operating expenses in the full year of 2024 were $96.5 million, compared to $68.2 million for the full year of 2023, representing an increase of 41%. The increase in operating expenses was primarily attributable to investments in the company’s commercial organization, increased headcount to support the growth of the business, and legal, accounting, and professional service fees related to our transition to a public company.

Net loss in the full year of 2024 was $40.5 million, or $3.39 net loss per share, compared to a net loss of $29.5 million, or $5.56 net loss per share, for the same period in 2023.

Cash and cash equivalents totaled $194.4 million as of December 31, 2024.

 

2025 Financial Outlook

Ceribell expects revenue for the full year 2025 to be in the range of $81 million to $85 million, representing growth of approximately 24% to 30% over the company’s prior year revenue.

 

Webcast and Conference Call Details

Ceribell will host a conference call today, February 25, 2025, at 1:30 p.m. PT / 4:30 p.m. ET to discuss its fourth quarter and full year 2024 financial results. Investors interested in listening to the conference call may do so by dialing (800) 715-9871 for domestic callers or (646) 307-1963 for international callers and providing access code 3782735. A live and archived webcast of the event will be available on the “Investor Relations” section of the Ceribell website at https://investors.ceribell.com/.

Forward-Looking Statements

Except where otherwise noted, the information contained in this earnings release and the related attachments is as of February 25, 2025. We assume no obligation to update any forward-looking statements contained in this earnings release and the related attachments as a result of new information or future events or developments. This earnings release and the related attachments contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about, among other topics, our anticipated operating and financial performance, including financial guidance and projections; business plans, strategy, goals and prospects; and expectations for our products. 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. Ceribell’s financial guidance is based on estimates and assumptions that are subject to significant uncertainties. Among the factors that could cause actual results to differ materially from past results and future plans and projected future results are the following: risks related to our limited operating history and history of net losses; our ability to successfully achieve substantial market acceptance and adoption of our products; competitive pressures; 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; 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 Registration Statement on Form S-1, Quarterly Report on Form 10-Q, 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/.

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 (510(k)) 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 Contacts

Brian Johnston or Laine Morgan

Gilmartin Group

[email protected]

Media Contact

Corrie Rose

[email protected]

 


 

 

Ceribell, Inc.

Statements of Operations and Comprehensive Loss

(in thousands, except share and per share data)

(unaudited)

 

 

 

Three months ended December 31,

 

 

Year ended December 31,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

Product revenue

 

$

14,147

 

 

$

10,007

 

 

$

50,079

 

 

$

34,568

 

Subscription revenue

 

 

4,387

 

 

 

3,124

 

 

 

15,365

 

 

 

10,657

 

Total revenue

 

 

18,534

 

 

 

13,131

 

 

 

65,444

 

 

 

45,225

 

Cost of revenue

 

 

 

 

 

 

 

 

 

 

 

 

Product cost of goods sold

 

 

2,136

 

 

 

1,868

 

 

 

8,209

 

 

 

6,630

 

Subscription cost of revenue

 

 

160

 

 

 

147

 

 

 

485

 

 

 

432

 

Total cost of revenue

 

 

2,296

 

 

 

2,015

 

 

 

8,694

 

 

 

7,062

 

Gross profit

 

 

16,238

 

 

 

11,116

 

 

 

56,750

 

 

 

38,163

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

3,913

 

 

 

2,688

 

 

 

13,562

 

 

 

8,995

 

Sales and marketing

 

 

15,243

 

 

 

10,815

 

 

 

49,055

 

 

 

38,922

 

General and administrative

 

 

9,966

 

 

 

5,994

 

 

 

33,842

 

 

 

20,287

 

Total operating expenses

 

 

29,122

 

 

 

19,497

 

 

 

96,459

 

 

 

68,204

 

Loss from operations

 

 

(12,884

)

 

 

(8,381

)

 

 

(39,709

)

 

 

(30,041

)

Interest expense

 

 

(499

)

 

 

(513

)

 

 

(1,992

)

 

 

(2,098

)

Change in fair value of warrant liability

 

 

(1,079

)

 

 

48

 

 

 

(1,496

)

 

 

48

 

Other income, net

 

 

1,886

 

 

 

572

 

 

 

2,742

 

 

 

2,638

 

Loss, before provision for income taxes

 

 

(12,576

)

 

 

(8,274

)

 

 

(40,455

)

 

 

(29,453

)

Provision for income tax expense

 

 

 

 

 

 

 

 

 

 

 

(11

)

Net loss and comprehensive loss

 

$

(12,576

)

 

$

(8,274

)

 

$

(40,455

)

 

$

(29,464

)

Net loss per share attributable to common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

(0.40

)

 

 

(1.53

)

 

 

(3.39

)

 

 

(5.56

)

Weighted-average shares used in computing net loss per share attributable to common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

31,205,891

 

 

 

5,395,748

 

 

 

11,949,973

 

 

 

5,303,715

 

 

 


 

Ceribell, Inc.

Balance Sheets

(in thousands, except share and per share data)

(unaudited)

 

 

 

December 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Assets

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

194,370

 

 

$

34,495

 

Accounts receivable, net

 

 

10,878

 

 

 

7,955

 

Inventory

 

 

6,937

 

 

 

5,868

 

Contract costs, current

 

 

1,837

 

 

 

1,515

 

Prepaid expenses and other current assets

 

 

3,250

 

 

 

2,130

 

Total current assets

 

 

217,272

 

 

 

51,963

 

Property and equipment, net

 

 

2,313

 

 

 

1,577

 

Operating lease right-of-use assets

 

 

2,132

 

 

 

2,160

 

Contract costs, long-term

 

 

1,507

 

 

 

1,238

 

Other non-current assets

 

 

2,188

 

 

 

1,984

 

Total assets

 

$

225,412

 

 

$

58,922

 

Liabilities, redeemable convertible preferred stock and stockholders’ deficit

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable

 

$

1,143

 

 

$

732

 

Accrued liabilities

 

 

10,052

 

 

 

7,540

 

Contract liabilities, current

 

 

97

 

 

206

 

Notes payable, current

 

 

 

 

 

11,833

 

Operating lease liability, current

 

 

1,088

 

 

694

 

Other current liabilities

 

 

609

 

 

595

 

Total current liabilities

 

 

12,989

 

 

 

21,600

 

Long-term liabilities

 

 

 

 

 

 

Notes payable, long-term

 

 

19,558

 

 

 

 

Contract liabilities, long-term

 

 

30

 

 

44

 

Other liabilities, long-term

 

 

356

 

 

441

 

Operating lease liability, long-term

 

 

1,314

 

 

 

1,677

 

Total long-term liabilities

 

 

21,258

 

 

 

2,162

 

Total liabilities

 

$

34,247

 

 

$

23,762

 

Commitments and contingencies

 

 

 

 

 

 

Redeemable convertible preferred stock, $0.001 par value;

 

 

 

 

 

 

Authorized shares: none and 46,624,838 shares as of December 31, 2024 and December 31, 2023, respectively

 

 

 

 

 

 

Issued and outstanding shares: none and 17,817,643 shares as of December 31, 2024 and December 31, 2023, respectively

 

 

 

 

 

 

Aggregate liquidation preference of none and $152,590 as of December 31, 2024 and December 31, 2023, respectively

 

 

 

 

 

147,412

 

Stockholders’ deficit

 

 

 

 

 

 

Preferred stock, $0.001 par value;

 

 

 

 

 

 

Authorized shares: 10,000,000 and none shares as of December 31, 2024 and December 31, 2023, respectively

 

 

 

 

 

 

Issued and outstanding shares: none as of December 31, 2024 and December 31, 2023, respectively

 

 

 

 

 

 

Common stock, $0.001 par value;

 

 

 

 

 

 

Authorized shares: 500,000,000 and 76,046,350 as of December 31, 2024 and December 31, 2023, respectively

 

 

 

 

 

 

Issued and outstanding shares: 35,850,606 and 5,430,298 as of December 31, 2024 and December 31, 2023, respectively

 

 

36

 

 

 

5

 

Additional paid-in capital

 

 

358,073

 

 

 

14,232

 

Accumulated deficit

 

 

(166,944

)

 

 

(126,489

)

Total stockholders’ deficit

 

 

191,165

 

 

 

(112,252

)

Total liabilities, redeemable convertible preferred stock and stockholders’ deficit

 

$

225,412

 

 

$

58,922