CBLL on Nasdaq

Ceribell, Inc.

Ceribell, Inc. is an abnormal burst of uncontrolled electrical activity in the brain.2 It is headquartered in Sunnyvale, United States.2 Its shares trade on Nasdaq under the symbol CBLL.2

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Last updated Oct 21, 2026.

Overview

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  • TickerCBLL on Nasdaq2
  • IndustryElectromedical & Electrotherapeutic Apparatus2
  • HeadquartersSunnyvale, United States2
  • Incorporated inDE3
  • Business address360 N. Pastoria Avenue, Sunnyvale, Ca 940853
  • Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company3
  • Legal formCorporation2
  • LEI254900XFP5492GQXKO052
  • StatusActive2
  • LEI statusIssued and current2
  • Registered addressC/O THE CORPORATION TRUST COMPANY, 19801 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 55952442

A seizure is an abnormal burst of uncontrolled electrical activity in the brain which, if left untreated, can result in permanent disability or death. Seizures are often associated with epilepsy, a chronic condition that causes recurring seizures throughout an individual’s life. However, seizures in the acute care setting are also commonly triggered by serious conditions such as brain tumors, traumatic brain injury, stroke, cardiac arrest, and sepsis, among others. In contrast to epileptic seizures which are short in duration and typically involve convulsions, seizures occurring in the acute care setting tend to be longer in duration and are most often non-convulsive, meaning they lack the physical symptoms that are often used to identify seizure activity, which makes empirical diagnosis extremely challenging. This creates a significant unmet need, and it is estimated that up to 92% of a…4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

87.9%Gross margin5
-65.6%Operating margin5
-60.0%Net margin5
36.1%Revenue growth, 20255
-34.4%Return on equity5
-$41.6MFree cash flow5

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Product brought in 76% of the revenue Ceribell, Inc. broke down this way in fiscal 2025.

  1. Product$67.3M576%up 34% from 2024
  2. Subscription$21.7M524%up 41% from 2024
Products and services by year
Products and services20242025
Product$50.1M$67.3M
Subscription$15.4M$21.7M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue12¢$10.8M
  • Research and development21¢$19.1M
  • Other costs66¢$59.1M

Out of $89.1M in revenue.5 The company lost money this year.

Financial statements

Revenue65$89.1M in 2025+97% since 2023
0$25.0M$50.0M$75.0M$100.0M2023: $45.2M$45.2M20232024: $65.4M$65.4M2024+45%2025: $89.1M$89.1M2025+36%
Gross profit65$78.3M in 2025+105% since 2023
0$20.0M$40.0M$60.0M$80.0M2023: $38.2M$38.2M20232024: $56.8M$56.8M2024+49%2025: $78.3M$78.3M2025+38%
Operating income65-$58.4M in 2025+94% since 2023
-$60.0M-$40.0M-$20.0M02023: -$30.0M-$30.0M20232024: -$39.7M-$39.7M2024+32%2025: -$58.4M-$58.4M2025+47%
Net income65-$53.4M in 2025+81% since 2023
-$60.0M-$40.0M-$20.0M02023: -$29.5M-$29.5M20232024: -$40.5M-$40.5M2024+37%2025: -$53.4M-$53.4M2025+32%

Every line of the income statement as filed: the last 2 fiscal years, latest first.5

Period ending2025-12-312024-12-31
Total Revenue$89.1M$65.4M
Total cost of revenue$10.8M$8.7M
Gross profit$78.3M$56.8M
Research and development$19.1M$13.6M
Sales and marketing$73.1M$49.1M
General and administrative$44.5M$33.8M
Total operating expenses$136.7M$96.5M
Loss from operations-$58.4M-$39.7M
Interest expense-$1.9M-$2.0M
Change in fair value of warrant liability$0-$1.5M
Other income, net$6.9M$2.7M
Loss, before provision for income taxes-$53.4M-$40.5M
Provision for income tax expense$0$0
Net loss-$53.4M-$40.5M
Basic-$1.46-$3.39
Diluted-$1.46-$3.39
Basic36.5M shares11.9M shares
Diluted36.5M shares11.9M shares
Unrealized gain on marketable securities$159.0K$0
Comprehensive loss-$53.3M-$40.5M

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Corporate structure

Ceribell, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Ceribell, Inc.

  • Ceribell, Inc. Sunnyvale, California, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Ceribell, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$4.7M5 Dec 31, 2025$4.0M5 Dec 31, 2024+18.3%
Accumulated depreciation$2.7M5 Dec 31, 2025$1.7M5 Dec 31, 2024+59.9%
Property and equipment, net$2.0M5 Dec 31, 2025$2.3M5 Dec 31, 2024−12.2%
Operating-lease assets (leased space)$2.3M5 Dec 31, 2025$2.1M5 Dec 31, 2024+7.7%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$40.5M5 Dec 31, 2025$194.4M5 Dec 31, 2024−79.2%
Marketable securities, current$118.8M5 Dec 31, 2025
Debt securities available for sale$118.8M5 Dec 31, 2025

Inventory

ItemLatestA year beforeChange
Inventory, total$7.3M5 Dec 31, 2025$6.9M5 Dec 31, 2024+5.1%
Raw materials$5.0M5 Dec 31, 2025$4.1M5 Dec 31, 2024+21.8%
Finished goods$2.3M5 Dec 31, 2025$2.8M5 Dec 31, 2024−19.0%

Properties, in its own words

Our corporate headquarters is in Sunnyvale, California, where we lease a 15,600 square foot facility pursuant to a lease agreement which commenced on November 1, 2021. To support our growth, the Company entered into an operating lease agreement for a 11,600 square foot facility for additional office and warehouse space in Sunnyvale, California in May 2024. The lease commenced when the Company obtained early use of the property beginning on June 1, 2024. On December 11, 2025, the Company amended both leases to extend the terms through January 31, 2028.

Our existing facility will continue to support our research and development, finance, marketing, and administrative teams. We believe that our existing and new facilities are adequate to support our expansion through the end of the facilities’ lease periods. We believe that suitable additional or alternative space would be available in the future as required on commercially reasonable terms.

Item 2 of the 10-K filed Feb 24, 2026.4

Leadership

Who has led Ceribell, Inc., and when. Pick a name to see everywhere that person has worked.

Chief financial officer

  1. Scott Blumberg2024–now
2025
Board members and other officers (13)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive OfficerDan Rogy named Sep 29, 202223
  • Executive OfficerDavid Stoffel named Sep 29, 202223
  • DirectorJoseph Taylor named Sep 29, 202223
  • DirectorJulie Tammenoms Bakker named Sep 29, 202223

Timeline

  1. Aug 10, 20268-K Results of operations24
  2. Jul 30, 20268-K Executive or director change25
  3. Jun 2, 20268-K Shareholder vote26
  4. May 11, 20268-K Results of operations27
  5. Feb 24, 20268-K Results of operations28
  6. Jan 5, 20268-K Other events29
  7. Jan 2, 20268-K Executive or director change30
  8. Dec 12, 20258-K Entered a material agreement31
  9. Dec 9, 20258-K Other events32
  10. Nov 24, 20258-K Other events33
  11. Nov 4, 20258-K Results of operations34
  12. Sep 24, 20258-K Entered a material agreement35
  13. Oct 10, 2024New chief executive Xingjuan Chao becomes CEO9
  14. Aug 29, 2014Founded Ceribell, Inc. is founded2

Calendar

Coming up

  1. Nov 3, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.37) a share, on Nov 4, 2025.36

When it reported results

  1. Aug 10, 2026Reported quarterly or annual results24
  2. May 11, 2026Reported quarterly or annual results27
  3. Feb 24, 2026Reported quarterly or annual results28
  4. Nov 4, 2025Reported quarterly or annual results34
  5. Aug 5, 2025Reported quarterly or annual results37
  6. May 8, 2025Reported quarterly or annual results38
  7. Feb 25, 2025Reported quarterly or annual results39
  8. Nov 12, 2024Reported quarterly or annual results40

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

301 filings to the SEC since October 2021: 2 annual reports, 6 quarterly reports, 24 major events, 132 insider forms, 17 large holders, 1 private raises, 119 other. The latest 20:

  1. Oct 2, 20264 EDGAR
  2. Oct 1, 2026144 EDGAR
  3. Sep 17, 20264 EDGAR
  4. Sep 17, 20264 EDGAR
  5. Sep 15, 2026144 EDGAR
  6. Sep 15, 2026144 EDGAR
  7. Sep 10, 20264 EDGAR
  8. Sep 10, 20264 EDGAR
  9. Sep 8, 2026144 EDGAR
  10. Sep 8, 2026144 EDGAR
  11. Sep 4, 20264 EDGAR
  12. Sep 4, 20264 EDGAR
  13. Sep 2, 2026144 EDGAR
  14. Sep 2, 2026144 EDGAR
  15. Aug 25, 20264 EDGAR
  16. Aug 25, 20264 EDGAR
  17. Aug 25, 20264 EDGAR
  18. Aug 25, 20264 EDGAR
  19. Aug 25, 20264 EDGAR
  20. Aug 24, 2026144 EDGAR

The 301 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

84 open-market trades by officers, directors and large owners since October 2021: 2 buys and 82 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 15, 2026Chao XingjuanPresident and CEOSale20,846$25.03$521.8KForm 4
Sep 15, 2026Blumberg ScottChief Financial OfficerSale846$25.00$21.1KForm 4
Sep 8, 2026Foehr DavidSenior VP, Finance and PAOSale9,255$24.25$224.5KForm 4
Sep 8, 2026Woo RaymondChief Technology OfficerSale4,887$24.33$118.9KForm 4
Sep 2, 2026Chao XingjuanPresident and CEOSale39,540$24.61$973.1KForm 4
Sep 2, 2026Blumberg ScottChief Financial OfficerSale652$25.00$16.3KForm 4
Aug 24, 2026Foehr DavidSenior VP, Finance and PAOSale859$23.95$20.6KForm 4
Aug 21, 2026Manni Joseph S.Chief Revenue OfficerSale1,361$24.02$32.7KForm 4
Aug 21, 2026Foehr DavidSenior VP, Finance and PAOSale993$24.02$23.9KForm 4
Aug 21, 2026Woo RaymondChief Technology OfficerSale1,979$24.02$47.5KForm 4
Aug 21, 2026Blumberg ScottChief Financial OfficerSale1,521$24.02$36.5KForm 4
Aug 21, 2026Chao XingjuanPresident and CEOSale6,068$24.02$145.8KForm 4
Aug 19, 2026Blumberg ScottChief Financial OfficerSale33,512$25.03$838.8KForm 4
Aug 19, 2026Chao XingjuanPresident and CEOSale31,415$25.03$786.3KForm 4
Aug 18, 2026Blumberg ScottChief Financial OfficerSale990$25.00$24.8KForm 4
Aug 18, 2026Chao XingjuanPresident and CEOSale2,199$25.00$55.0KForm 4
Aug 13, 2026Taylor Joseph MichaelDirectorSale13,095$23.40$306.4KForm 4
Aug 3, 2026Chao XingjuanPresident and CEOSale39,000$18.32$714.5KForm 4
Jul 7, 2026Chao XingjuanPresident and CEOSale39,000$19.90$776.1KForm 4
Jun 30, 2026BURKE WILLIAM WDirectorSale2,207$19.84$43.8KForm 4

All 84 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Xingjuan (Jane) ChaoPh.D.$639.0K$4.6M50
2025Scott Blumberg44$430.0K$1.8M50
2025Raymond WooPh.D.$418.5K$1.8M50
2024President, ChiefExecutive Officer, and Co-Founder$494.5K$1.8M50
2024Chief Financial Officer$348.9K$1.0M50
2024Chief Technology Officer$337.5K$703.9K50

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Apr 22, 2021Raised $102.5 million in a private offering of equity Form D: 17 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Fmr LLC5,691,393$110.7M0.0%+840,962
Tpg Gp A, LLC3,761,154$73.2M1.5%−206,268
Red Tree Management, LLC2,205,661$42.9M29.1%No change
BlackRock, Inc.1,936,093$37.7M0.0%+122,938
Vanguard Capital Management LLC1,130,346$22.0M0.0%−6,786
KCM Capital Inc1,125,000$21.9M3.6%−275,000
Federated Hermes, Inc.939,600$18.3M0.0%+136
Franklin Resources Inc918,349$17.9M0.0%+108,835
Adage Capital Partners Gp, L.l.c.900,000$17.5M0.0%+143,249
Bank of New York Mellon Corp896,488$17.4M0.0%−264,279
TimesSquare Capital Management, LLC780,552$15.2M0.2%+64,084
Millennium Management LLC727,225$14.1M0.0%+175,204
Geode Capital Management, LLC668,134$13.0M0.0%+56,157
Royce & Associates LP605,010$11.8M0.1%+89,290
State Street Corp547,035$10.6M0.0%+21,603
Silvercrest Asset Management Group LLC468,806$9.1M0.1%−20,936
Massachusetts Financial Services Co /ma/389,675$7.6M0.0%−118,815
Redmile Group, LLC386,786$7.5M0.5%No change
Jpmorgan Chase & Co345,152$6.9M0.0%+57,946
Yu Fan342,398$6.7M6.2%−207,050
Peregrine Capital Management LLC331,413$6.4M0.2%−16,806
Creek Drive Management Group LLC300,881$5.9M3.6%−22,119
Morgan Stanley285,661$5.6M0.0%+54,743
Goldman Sachs Group Inc280,309$5.5M0.0%−130,722
ABG-WTT Global Life Science Capital Partners GP Ltd275,328$5.4M62.6%−166,492

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Ceribell, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARCeribell, Inc.1
  • CIK0001861107
  • Employer ID (EIN)47-17854524
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)3845 Electromedical & Electrotherapeutic Apparatus1
  • SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
  • Business address360 N. Pastoria Avenue, Sunnyvale, CA 940851
  • Phone(800) 436-08261
  • Shares outstanding38,378,101 as of Aug 6, 20268
  • Public float$417.2M as of Jun 30, 20254
  • AuditorPricewaterhouseCoopers LLP, San Jose, California PCAOB ID 238; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceMay 7, 20211
  • Filings302 in all: 4 (111), 144 (83), 8-K (24), 3 (16), SCHEDULE 13G/A (8), SCHEDULE 13G (7), 10-Q (6), CORRESP (6)1
    All 32 form types

    4/A (4), UPLOAD (4), DEFA14A (3), S-1/A (3), S-8 (3), 10-K (2), ARS (2), DEF 14A (2), EFFECT (2), SEC STAFF LETTER (2), 3/A (1), 424B4 (1), 8-A12B (1), CERT (1), D (1), D/A (1), DRS (1), DRS/A (1), DRSLTR (1), FWP (1), S-1 (1), S-3 (1), SC 13D (1), SC 13G (1)

  • Latest filingsAnnual report (10-K) Feb 24, 2026
    Quarterly report (10-Q) Aug 10, 2026
    Proxy statement (DEF 14A) Apr 20, 2026
    Latest 8-K (8-K) Aug 10, 2026

Securities registered for trading

ClassSymbolExchange
Common stock, $0.001 par value per shareCBLLThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Feb 24, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Ceribell, Inc. names in Item 1A of its 10-K filed Feb 24, 2026: 72 risks under these headings, as written.4

  • Business and Industry Risk Factors
  • We have a limited operating history and have experienced rapid growth, which may strain our resources and make it difficult to evaluate our business and future prospects. If we are unable to manage our expansion effectively, our business could be materially and adversely affected.
  • We have a history of net losses, and we expect to incur additional substantial losses in the foreseeable future.
  • We depend on sales from the use of the Ceribell System for our revenue. If we are unable to successfully achieve substantial market acceptance and adoption of the Ceribell System, or any of our future products, or if confidence in our products is diminished, our business, financial condition, results of operations, and prospects would be harmed.
  • We operate in a highly competitive industry, and competitive pressures could have a material adverse effect on our business, financial condition, results of operations, and prospects.
  • Adapting our manufacturing and production capacities to evolving patterns of demand is expensive, time-consuming, and subject to significant uncertainties. We may not be able to adequately predict emerging customer trends and may be unable to adjust our production and inventory levels in a timely manner.
  • Changes in trade policy, tariffs, and our reliance on international manufacturing and supply chain operations expose us to foreign operational and trade risks that may adversely affect our business, results of operations, and financial condition.
  • If we cannot innovate at the pace of our competitors, we may not be able to develop or exploit new technologies in time to remain competitive.
  • Artificial intelligence presents risks and challenges that can impact our business, including by posing security risks to our confidential information, proprietary information, and personal data.
  • Any future sales in international markets will subject us to additional costs and risks that may have a material adverse effect on our business, financial condition, results of operations, and prospects.
  • If we fail to attract and retain senior management and other key personnel, our business may be materially and adversely affected.
  • If we fail to maintain our culture, our business may be negatively affected.
The other 61 risks
  • If we are unable to successfully develop new products and effectively manage their introduction or improve our existing products, our business may be adversely affected.
  • Our products are complex to design and manufacture and can contain defects. The production and sale of defective products could adversely affect our business, financial condition, results of operations, and prospects. If product liability lawsuits are brought against us, we may incur substantial liabilities and may be required to limit sales of our products.
  • The size and expected growth of our addressable market has not been established with precision, and may be smaller than we estimate.
  • Alternative technologies or therapies addressing seizure, non-convulsive status epilepticus or other indications we intend to expand into could materially adversely affect our business, financial condition, results of operations, and prospects.
  • We may in the future be deemed to manufacture or contract to manufacture products that contain conflict minerals.
  • Macroeconomic conditions could materially adversely affect our business, financial condition, results of operations, and prospects.
  • Shutdowns of the U.S. federal government could materially adversely affect our business, financial condition, results of operations, and prospects.
  • Risk Related to Regulatory Matters
  • If adequate reimbursement becomes unavailable for the diagnostic tests using our products, it could diminish our sales or affect our ability to sell the Ceribell System profitably.
  • The continued commercialization of our products depends in part on the extent to which governmental authorities and health insurers provide coverage and adequate reimbursement levels. Failure to obtain and maintain coverage and adequate reimbursement for our products could limit our ability to market those products and decrease our ability to generate revenue.
  • We are subject to certain federal and state fraud and abuse laws and transparency laws, and any failure to comply could subject us to substantial penalties or other adverse consequences. In addition, any challenge to or investigation into our practices under these laws could cause adverse publicity and be costly to respond to, and thus could harm our business.
  • Our employees, consultants and other commercial partners may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements.
  • Healthcare policy changes, including recently enacted legislation reforming the U.S. healthcare system, could have a material adverse effect on our business, financial condition, results of operations, and prospects.
  • Our products and operations are subject to extensive government regulation and oversight in the United States, and our failure to comply with applicable requirements could harm our business.
  • Failure to maintain marketing authorizations for our products, or to timely obtain necessary marketing authorizations for our future products, may have a material adverse effect on our business, financial condition, results of operations, and prospects.
  • Our clinical testing process is complex, lengthy, can be expensive, and carries uncertain outcomes. Future trials and studies by us or others may fail to replicate positive results observed to date.
  • Interim, “top-line,” and preliminary data from our clinical trials that we announce or publish from time to time may change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final data.
  • We are subject to ongoing regulatory review and scrutiny. Failure to comply with post-marketing regulatory requirements could subject us to enforcement actions, including substantial penalties, and might require us to recall or withdraw a product from the market.
  • Our products must be manufactured in accordance with applicable laws and regulations, and we could be forced to recall our devices or terminate production if we fail to comply with these regulations.
  • Our products may cause or contribute to adverse medical events which we may be required to report to the FDA, and if we fail to do so, we would be subject to sanctions that could harm our reputation, business, financial condition, results of operations, and prospects. In addition, the discovery of serious safety issues with our products, or a recall of our products either voluntarily or at the direction of the FDA, could have a negative impact on us.
  • The misuse or off-label use of our products may result in injuries that harm patients and lead to product liability suits, harm our reputation in the marketplace, or result in costly investigations, fines, or sanctions by regulatory bodies if we are deemed to have engaged in the promotion of these uses, any of which could be costly to our business.
  • Legislative or regulatory reforms in the United States may make it more difficult and costly for us to manufacture, market, or distribute our products, or to obtain marketing authorizations for any future products.
  • We face risks related to obtaining necessary foreign regulatory clearance or approvals.
  • Failure to comply with the Foreign Corrupt Practices Act (the “FCPA”), economic and trade sanctions regulations, and similar laws could subject us to penalties and other adverse consequences.
  • Risks Related to Our Reliance on Third Parties
  • Various factors outside our direct control may negatively impact our manufacturing of the Ceribell System, which could have a material adverse effect on our business, financial condition, results of operations, and prospects.
  • We depend on a number of manufacturers and suppliers in connection with the manufacture of the Ceribell System, which makes us vulnerable to supply shortages and price fluctuations that could have a material adverse effect on our business, financial condition, results of operations, and prospects.
  • We rely on third parties to conduct and support our preclinical studies and clinical trials. These third parties may not properly and successfully carry out their contractual duties or meet expected deadlines, which could harm our ability to obtain marketing authorization of or commercialize future products we develop.
  • Data Privacy Risk Factors
  • Actual or perceived failures to comply with applicable data privacy and security laws, regulations, standards and other requirements could adversely affect our business, financial condition, results of operations, and prospects.
  • We may face risks associated with our use and development of AI and machine learning models.
  • Our business and operations may suffer in the event of information technology system failures, cyber attacks, or deficiencies in our cybersecurity.
  • Risks Related to Our Intellectual Property
  • Our success will depend on our and our licensors’ ability to obtain, maintain, enforce, and protect our intellectual property rights.
  • If we fail to identify our patentable inventions or adequately protect our patent rights, the commercial value of our products, services or technologies may be adversely affected and our competitive position may be harmed.
  • Obtaining and maintaining patent protection depends on compliance with various procedural, document submission, fee payment, and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.
  • Changes in U.S. or foreign patent laws or their interpretations could diminish the value of our patents in general, thereby impairing our ability to protect our current and future products, services, or technologies, and could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our current or future patents.
  • We may not be able to protect our intellectual property rights throughout the world.
  • If we cannot successfully enforce our intellectual property rights, the commercial value of our products, services, or technologies may be adversely affected and our competitive position may be harmed.
  • We may become a party to intellectual property litigation or administrative proceedings that could be expensive, time-consuming, and unsuccessful, and could interfere with our ability to develop, manufacture, commercialize, import, or otherwise use our products, services, or technologies.
  • We may be subject to claims challenging the inventorship or ownership of our patents and other intellectual property rights.
  • We depend on certain intellectual property rights that are licensed to us. We may be unsuccessful in licensing or acquiring intellectual property rights from third parties that may be necessary to develop, manufacture, commercialize, import, or use our current and/or future products, services, or technologies.
  • If we are unable to protect the disclosure and use of our confidential information and trade secrets, the value of our products, services, and technologies and our business and competitive position could be harmed.
  • If our trademarks and trade names are not adequately protected, we may not be able to build brand name recognition in our markets of interest and our competitive position may be harmed.
  • Our products contain third-party open source software components and failure to comply with the terms of the underlying open source software licenses could restrict our ability to sell our products, affect our ability to protect our proprietary information, and subject us to possible litigation.
  • We are subject to certain manufacturing restrictions related to licensed intellectual property rights that were developed with the financial assistance of United States government grants.
  • Risks Relating to Financial and Accounting Matters
  • Our ability to use our net operating loss carryforwards and other tax attributes may be limited due to certain provisions of the Internal Revenue Code or state tax law.
  • Our effective tax rate may vary significantly from period to period.
  • Changes in tax laws or tax rulings could adversely affect our effective tax rates, results of operations and financial condition.
  • Our venture loan and security agreement contains restrictions that limit our flexibility in operating our business.
  • Our cash deposits with financial institutions exceed insured limits.
  • Risks Relating to Ownership of Our Common Stock
  • We are an emerging growth company and a smaller reporting company, and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies and smaller reporting companies will make our common stock less attractive to investors.
  • We incur significant costs as a result of operating as a public company. We may fail to comply with the rules that apply to public companies, including Section 404 of the Sarbanes-Oxley Act of 2002, which could result in sanctions or other penalties that would seriously harm our business.
  • We do not intend to pay dividends in the foreseeable future. As a result, your ability to achieve a return on your investment will depend on appreciation in the market price of our common stock.
  • If our operating and financial performance in any given period does not meet the guidance provided to the public or the expectations of investment analysts, the market price of our common stock may decline.
  • Future securities issuances could result in significant dilution to our stockholders and impair the market price of our common stock.
  • We may require additional capital to support business growth, and this capital might not be available on terms favorable to us, or at all, and may dilute existing stockholders’ ownership of our common stock.
  • Our principal stockholders and management own a significant percentage of our stock and are able to exert significant control over matters subject to stockholder approval.
  • Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable and may lead to entrenchment of management.
  • Claims for indemnification by our directors, officers, and other employees or agents may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.
  • Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for certain disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
  • The market price of our common stock may be volatile, which could cause the value of your investment to decline.
  • If securities or industry analysts do not continue to publish research or reports about our business, or if they issue an adverse or misleading opinion regarding our stock, our stock price and trading volume could decline.
  • General Risk Factors
  • If we engage in acquisitions or strategic partnerships, it may increase our capital requirements, dilute our stockholders, cause us to incur debt or assume contingent liabilities, and subject us to other risks.
  • We or the third parties we depend on may be adversely affected by natural disasters and other catastrophic events, and our business continuity and disaster recovery plans may not adequately protect us from a serious natural disaster or other catastrophic event. Any

Legal proceedings

On July 7, 2025, we filed patent infringement complaints against Natus Medical Incorporated and related subsidiaries (“Natus”) with the U.S. International Trade Commission (“USITC”) and the U.S. District Court for the District of Delaware (the “District Court”), alleging that Natus is infringing on six patents owned by us related to important features of the Ceribell EEG headband and electrode design through Natus’s making, using, selling, offering for sale in the United States, and/or importing into the United States, of rapid point-of-care EEG monitoring products (the “Natus Products”), and that Natus is engaging in unfair competition. We have requested that the USITC investigate these claims and issue an exclusion order to bar the importation of any infringing Natus Products into the United States. We have also requested in the District Court a permanent injunction against the Natus Products and an award of damages sufficient to compensate us for the alleged infringement, as well as other costs and expenses in this action. On August 6, 2025, the USITC instituted an investigation of these claims pursuant to Section 337 of the Tariff Act of 1930 and on August 12, 2025, the District Court stayed the pending patent infringement action until the final determination of the USITC investigation. A federal government shutdown may cause delays in the progress of the USITC investigation and related proceedings until normal operations resume.

The opening of Item 3, Legal Proceedings.4

Sources

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