Ceribell, Inc. Files 8-K with Corporate Updates

TL;DR

Ceribell filed an 8-K. Nothing major, just corporate updates.

AI Summary

Ceribell, Inc. filed an 8-K on October 15, 2024, reporting on several items including amendments to its articles of incorporation or bylaws, other events, and financial statements/exhibits. The filing does not detail specific financial transactions or significant corporate changes beyond these procedural updates.

Why It Matters

This filing indicates routine corporate housekeeping and updates for Ceribell, Inc., without revealing immediate material changes to its business operations or financial standing.

Risk Assessment

Risk Level: low — The filing is procedural and does not contain information that suggests a significant change in risk for the company.

Key Players & Entities

• Ceribell, Inc. (company) — Registrant
• October 15, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 360 N. Pastoria Avenue, Sunnyvale, California 94085 (address) — Principal executive offices
• (800) 436-0826 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share CBLL The Nasdaq
• $17.00 — nal shares, at a price to the public of $17.00 per share. The gross proceeds to the Co
• $207.3 m — tial public offering were approximately $207.3 million, before deducting underwriting di

Filing Documents

• ceribell_8-k_at_ipo_clos.htm (8-K) — 76KB
• cbll-ex3_1.htm (EX-3.1) — 60KB
• cbll-ex3_2.htm (EX-3.2) — 295KB
• 0000950170-24-114767.txt ( ) — 432KB

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On October 15, 2024, CeriBell, Inc.’s (the “Company”) amended and restated certificate of incorporation (the “Certificate of Incorporation”), filed with the Secretary of State of the State of Delaware on October 11, 2024, and its amended and restated bylaws (the “Bylaws”) became effective in connection with the closing of the initial public offering of shares of the Company’s common stock. As described in the Registration Statement on Form S-1 (File No. 333-281784), as amended, the Company’s board of directors and stockholders previously approved the amendment and restatement of these documents to be effective immediately prior to the closing of the Company’s initial public offering. As amended and restated, the Certificate of Incorporation and the Bylaws contain provisions that, among other things: authorize 500,000,000 shares of common stock; delete all references to the various series of preferred stock that were previously authorized and instead create 10,000,000 shares of undesignated preferred stock with terms to be set by the board of directors, which rights could be senior to those of the common stock; do not provide for cumulative voting in the election of directors, which means that stockholders holding a majority of the shares of common stock outstanding will be able to elect all directors; require the advance notice of nominations for election to the board of directors or for proposing matters that can be acted upon at a stockholders’ meeting; allow the board of directors to alter the Bylaws without obtaining stockholder approval; eliminate the rights of stockholders to call a special meeting of stockholders and to take action by written consent in lieu of a meeting; require the approval of at least 66 2/3% of the shares entitled to vote to remove a director for cause; requi

01

Item 8.01 Other Events. On October 15, 2024, the Company completed its initial public offering of 12,196,969 shares of its common stock, which includes an additional 1,590,909 shares of common stock purchased by the underwriters pursuant to their option to purchase additional shares, at a price to the public of $17.00 per share. The gross proceeds to the Company from the initial public offering were approximately $207.3 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit No. Description 3.1 Amended and Restated Certificate of Incorporation of CeriBell, Inc. 3.2 Amended and Restated Bylaws of CeriBell, Inc.

SIGNATURES

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: October 15, 2024 By: /s/ Scott Blumberg Scott Blumberg Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR