Form 8-K

8-K — Ceribell, Inc.

Accession: 0001193125-26-342463

Filed: 2026-08-10

Period: 2026-08-10

CIK: 0001861107

SIC: 3845 (ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — cbll-20260810.htm (Primary)

EX-99.1 (cbll-ex99_1.htm)

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8-K

8-K (Primary)

Filename: cbll-20260810.htm · Sequence: 1

8-K

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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): August 10, 2026

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 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 August 10, 2026, CeriBell, Inc. issued a press release announcing its financial results for the fiscal quarter ended June 30, 2026. A copy of the press release, dated August 10, 2026, is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

The foregoing information in this Item 2.02 (including Exhibit 99.1) 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 August 10, 2026.

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: August 10, 2026

By:

/s/ Scott Blumberg

Scott Blumberg

Chief Financial Officer

EX-99.1

Filename: cbll-ex99_1.htm · Sequence: 2

EX-99.1

Ceribell Reports Second Quarter 2026 Financial Results

Sunnyvale, Calif. – August 10, 2026 – 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 second quarter ended June 30, 2026.

Second Quarter 2026 & Recent Highlights

•

Reported total revenue of $28.1 million in the second quarter of 2026, a 33% increase compared to the same period in 2025

•

Ended the quarter with 712 total active accounts

•

Achieved gross margin of 92%, which includes impact of refunds from previously paid tariffs

•

Received U.S. Food and Drug Administration 510(k) clearances for Epileptiform Abnormality Detection algorithm and Artifact Reduction algorithm

•

Received multiple U.S. Food and Drug Administration 510(k) clearances for new recorder and headband designs that will form the foundation of Ceribell’s next-generation hardware platform

•

Announced publication of study in Critical Care Medicine reinforcing the link between Clarity-measured seizure burden and neurological outcomes

•

Secured new credit facility to refinance existing debt, providing access to up to $60 million of committed capital

•

Received New Technology Add-On Payment (NTAP) for delirium monitoring solution from Centers for Medicare & Medicaid Services, effective October 1, 2026

•

Strengthened Board of Directors with the appointment of Tom West and Sharon O’Keefe

"Our second quarter results reflect adoption accelerating across both new and existing accounts," said co-founder and CEO Jane Chao, Ph.D. "Combined with the early progress of our delirium pilot and multiple new FDA 510(k) clearances, we are highly confident in the strength of our business and our mission to establish EEG as a new vital sign."

Second Quarter 2026 Financial Results

Total revenue in the second quarter of 2026 was $28.1 million, a 33% increase from $21.2 million in the second quarter of 2025. The increase was primarily driven by continued growth in new account additions and increased utilization within the Company's existing account base, which grew despite the seasonal moderation in ICU census typically experienced during the summer months. Product revenue for the second quarter of 2026 was $21.2 million, representing an increase of 33% from $15.9 million in the second quarter of 2025. Subscription revenue for the second quarter of 2026 was $6.9 million, representing an increase of 30% from $5.3 million in the second quarter of 2025, reflecting continued growth in the Company’s installed base of Clarity subscriptions.

Gross profit in the second quarter of 2026 was $25.9 million, compared to $18.7 million for the second quarter of 2025. Gross margin for the second quarter of 2026 was 92%, compared to 88% for the same period in 2025. Gross margins improved due to manufacturing cost reduction initiatives and the impact of the Company's introduction of a fully operational manufacturing line in Vietnam. The Company also recognized a one-time benefit of tariff refunds previously paid under the International Emergency Economic Powers Act (“IEEPA”).

Operating expenses in the second quarter of 2026 were $45.9 million, compared to $33.6 million for the second quarter of 2025, representing an increase of 37%. The increase in operating expenses was primarily attributable to continued

investments in the Company’s commercial organization, increased headcount and related payroll and stock-based compensation expenses to support the growth of the business and expansion of its product pipeline, and legal costs associated with intellectual property enforcement activities, including the patent infringement suit initiated against Natus Medical Incorporated in July 2025.

Net loss in the second quarter of 2026 was $19.3 million, or $0.51 net loss per share, compared to a net loss of $13.6 million, or $0.38 net loss per share, for the same period in 2025.

Adjusted EBITDA loss (a non-GAAP measure) for the second quarter of 2026 was $9.8 million, compared to $10.0 million in the second quarter of 2025. Reconciliations of EBITDA and Adjusted EBITDA for the three months ended June 30, 2026 and 2025 are in the financial schedules that are included with this press release.

Cash, cash equivalents, and marketable securities totaled $129.3 million as of June 30, 2026. In August 2026, the Company further strengthened its balance sheet by entering into a new credit facility providing access to up to $60 million in committed capital, comprising a $30 million term loan and a $30 million revolving credit facility, with an additional $25 million of uncommitted capital available at the lender's discretion.

2026 Financial Outlook

Ceribell is raising its revenue guidance for the full year 2026 to a range of $114 million to $117 million, representing growth of approximately 28% to 31% over the Company’s prior year revenue. This update reflects the Company’s continued momentum in its core business, driven by both new account additions and increased utilization within its established account base.

Webcast and Conference Call Details

Ceribell will host a conference call today, August 10, 2026, at 1:30 p.m. PT / 4:30 p.m. ET to discuss its second quarter 2026 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 1880547. 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 August 10, 2026. 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 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. Our 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 manufacturing operations, including our reliance on third-party manufacturers and suppliers in China and Vietnam and our ability to adapt to evolving demand; product defects or complaints and related liability; the complexity, timing, expense, and outcomes of clinical studies, legal matters and regulatory compliance; 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; geopolitical conflicts and related supply chain disruptions; and other risks and uncertainties, including those described under the heading “Risk

Factors” in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, as well as in 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/.

Non-GAAP Financial Measures

EBITDA and Adjusted EBITDA are non-GAAP financial measures. Ceribell defines EBITDA as GAAP net loss adjusted to exclude (i) provision for income taxes (ii) depreciation and amortization expense, and (iii) interest income and interest expense, net. EBITDA is then adjusted to exclude (iv) stock-based compensation expense and (v) legal fees and related professional services costs incurred in connection with the patent infringement action we filed against Natus Medical Incorporated and certain of its subsidiaries in July 2025, as further described in Part II, Item 1 — Legal Proceedings of Ceribell's Quarterly Report on Form 10-Q, to arrive at Adjusted EBITDA. Management uses EBITDA and Adjusted EBITDA to evaluate ongoing operations and for internal planning and forecasting purposes. Ceribell believes EBITDA and Adjusted EBITDA provide investors with meaningful supplemental information regarding its performance by excluding certain items that may not be indicative of its business, results of operations, or outlook. EBITDA and Adjusted EBITDA should not be considered in isolation, as a substitute for, or superior to GAAP net loss, and may not be comparable to similarly titled measures used by other companies. Reconciliations between U.S. GAAP and non-GAAP results are presented in the accompanying tables of this release.

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-powered algorithms, the Ceribell System enables rapid diagnosis and continuous monitoring of patients with neurological conditions. The Ceribell System is FDA-cleared for use in detecting seizure and delirium 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

Gilmartin Group

Investors@ceribell.com

Media Contact

Brian Price

Press@ceribell.com

CeriBell, Inc.

Condensed Statements of Operations and Comprehensive Loss

(in thousands, except share and per share data)

(unaudited)

Three months ended June 30,

Six months ended June 30,

2026

2025

2026

2025

Revenue

Product revenue

21,241

15,923

41,431

31,531

Subscription revenue

6,856

5,276

13,160

10,159

Total revenue

28,097

21,199

54,591

41,690

Cost of revenue

Product cost of goods sold

1,830

2,351

4,898

4,711

Subscription cost of revenue

329

166

633

290

Total cost of revenue

2,159

2,517

5,531

5,001

Gross profit

25,938

18,682

49,060

36,689

Operating expenses

Research and development

6,747

4,852

12,908

9,098

Sales and marketing

24,415

17,422

46,805

35,455

General and administrative

14,757

11,360

30,073

21,295

Total operating expenses

45,919

33,634

89,786

65,848

Loss from operations

(19,981

)

(14,952

)

(40,726

)

(29,159

)

Interest expense

(438

)

(477

)

(872

)

(948

)

Other income, net

1,151

1,786

2,593

3,687

Loss before provision for income taxes

(19,268

)

(13,643

)

(39,005

)

(26,420

)

Provision for income tax expense

—

Net loss

(19,268

)

(13,643

)

(39,005

)

(26,420

)

Net loss per share attributable to common stockholders:

Basic and diluted

(0.51

)

(0.38

)

(1.03

)

(0.73

)

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

Basic and diluted

38,031,928

36,293,559

37,848,625

36,088,433

Other comprehensive loss

Net unrealized gain (loss) on marketable securities

(110

)

(251

)

Comprehensive loss

(19,378

)

(13,632

)

(39,256

)

(26,415

)

CeriBell, Inc.

Condensed Balance Sheets

(in thousands, except share and per share data)

(unaudited)

June 30,

December 31,

2026

2025

Assets

Current assets

Cash and cash equivalents

32,663

40,476

Marketable securities

96,598

118,785

Accounts receivable, net

15,995

15,053

Inventory

6,737

7,288

Contract costs, current

2,196

2,210

Prepaid expenses and other current assets

3,658

2,906

Total current assets

157,847

186,718

Property and equipment, net

1,760

2,030

Operating lease right-of-use assets

1,781

2,296

Contract costs, long-term

1,540

1,847

Other non-current assets

3,420

2,912

Total assets

166,348

195,803

Liabilities and stockholders’ equity

Current liabilities

Accounts payable

3,185

2,838

Accrued liabilities

12,481

14,328

Contract liabilities, current

101

Operating lease liability, current

1,180

1,105

Other current liabilities

343

818

Total current liabilities

17,200

19,190

Long-term liabilities

Notes payable, long-term

19,981

19,811

Other liabilities, long-term

106

Operating lease liability, long-term

748

1,360

Total long-term liabilities

20,835

21,277

Total liabilities

38,035

40,467

Commitments and contingencies

Stockholders’ equity

Preferred stock, $0.001 par value;

Authorized shares: 10,000,000 as of June 30, 2026 and December 31, 2025, respectively

Issued and outstanding shares: none as of June 30, 2026 and December 31, 2025, respectively

—

Common stock, $0.001 par value;

Authorized shares: 500,000,000 as of June 30, 2026 and December 31, 2025, respectively

Issued and outstanding shares: 38,223,221 and 37,485,124 as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

387,727

375,495

Accumulated other comprehensive income (loss)

(92

)

159

Accumulated deficit

(259,361

)

(220,356

)

Total stockholders’ equity

128,313

155,336

Total liabilities and stockholders’ equity

166,348

195,803

CeriBell, Inc.

Reconciliation of U.S. GAAP to Non-GAAP Financial Measures

(in thousands)

(unaudited)

Three months ended June 30,

Six months ended June 30,

2026

2025

2026

2025

Net Loss (GAAP)

(19,268

)

(13,643

)

(39,005

)

(26,420

)

Non-GAAP Adjustments:

Interest (income) and expense, net

(712

)

(1,308

)

(1,701

)

(2,739

)

Depreciation and amortization

245

324

484

659

EBITDA (Non-GAAP)

(19,735

)

(14,627

)

(40,222

)

(28,500

)

Stock-based compensation

5,998

3,167

9,721

5,515

IP litigation matter

3,913

1,429

9,507

2,053

Adjusted EBITDA (Non-GAAP)

(9,824

)

(10,031

)

(20,994

)

(20,932

)

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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