8-K

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): June 02, 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 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 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 5.07	Submission of Matters to a Vote of Security Holders.

The 2026 Annual Meeting of Stockholders (the “Meeting”) of CeriBell, Inc. (the “Company”) was held on June 2, 2026. At the Meeting, the Company’s stockholders voted on the following two proposals and cast their votes as described below.

The nominees listed below were elected at the Meeting to serve as Class II directors of the Company until the 2029 Annual Meeting of Stockholders and until their successors have been duly elected and qualified:


Nominee	For	Withheld	Broker Non-Votes
Josef Parvizi, M.D., Ph.D.	25,961,193	2,311,420	4,374,728
Rebecca Robertson	25,948,634	2,323,979	4,374,728

The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was approved:


For	Against	Abstained	Broker Non-Votes
32,623,328	5,177	18,836	N/A

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:	June 2, 2026	By:	/s/ Scott Blumberg
			Scott Blumberg Chief Financial Officer

CeriBell Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders