[8-K] CeriBell, Inc. Reports Material Event

Rhea-AI Filing Summary

Armada Hoffler Properties (AHH) Form 4: Director Dennis H. Gartman received 7,938 restricted common shares on 06/18/2025 at a stated price of $0.

The award will vest in full at the 2026 Annual Meeting, increasing his direct holding to 44,603 shares. This is routine board compensation with negligible dilution and no cash impact, intended to align the director’s interests with shareholders rather than signal a change in sentiment or fundamentals.

Insights

Corporate Governance Analyst

TL;DR: Routine equity grant; neutral valuation impact.

The filing documents a standard restricted-stock grant to a non-executive director. Because the shares were issued at no cost and represent an immaterial percentage of AHH’s outstanding equity, dilution is de minimis. Such grants are common for REIT boards and generally viewed as good governance practice to enhance alignment, but they seldom influence share price or cash flows. No 10b5-1 plan was involved, and there was no open-market activity. Overall, I classify the news as governance-neutral and not financially material.

Portfolio Manager

TL;DR: Insignificant for portfolio decisions; maintain prior view.

From a portfolio perspective, the 7,938-share grant (~$130k at recent prices) does not alter Armada Hoffler’s risk/return profile. Insider ownership rises slightly, which is modestly positive for alignment, yet the scale is far below thresholds that might indicate conviction buying or selling. I do not anticipate any earnings, dividend, or leverage implications stemming from this transaction. Position sizing and valuation models remain unchanged.

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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): June 12, 2025

CeriBell, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			333-281784	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 1.01 Entry into a Material Definitive Agreement.

Ceribell, Inc. (the “Company”) and The Board of Trustees of the Leland Stanford Junior University (“Stanford”) are parties to an Exclusive (Equity) Agreement, effective June 15, 2015, as amended by Amendment No. 1 effective September 9, 2015, Amendment No. 2 effective April 1, 2017, and Amendment No. 3 effective March 8, 2022 (collectively, the “Stanford Agreement”). Pursuant to the Stanford Agreement, Stanford granted to the Company a worldwide, term-limited exclusive license under certain patent rights owned or controlled by Stanford to make, use, and sell certain portable devices in connection with brain wave activity.

The Stanford Agreement originally provided for exclusivity through June 15, 2025. Under Amendment No. 3, the Company acquired an option to extend exclusivity through the expiration of the last-to-expire licensed patent (the “Option”) for a fee of $80,000, of which $60,000 had been paid by December 31, 2024. The remaining balance of $20,000 was due in April 2025 but would be waived if the Company exercised the Option by June 15, 2025, by paying an option exercise fee of $250,000.

On June 12, 2025, the Company and Stanford entered into Amendment No. 4 to the Stanford Agreement (“Amendment No. 4”), pursuant to which the Company exercised the Option and agreed to pay the option exercise fee of $250,000.

The foregoing description of Amendment No. 4 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 4, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01	Financial Statements and Exhibits.
Exhibit No.		Description
10.1		Amendment No. 4 to the Exclusive (Equity) Agreement effective June 15, 2015, by and between the Board of Trustees of the Leland Stanford Junior University and Ceribell, Inc., dated June 12, 2025.
104		Cover Page Interactive Data File, formatted in Inline XBRL.

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 20, 2025	By:	/s/ Scott Blumberg
			Scott Blumberg Chief Financial Officer

FAQ

How many shares did Dennis H. Gartman receive in the latest AHH Form 4?

He was granted 7,938 restricted shares of Armada Hoffler common stock.

What was the transaction date for the Armada Hoffler (AHH) insider filing?

The grant occurred on 06/18/2025 and was reported on 06/23/2025.

When will the restricted shares granted to Gartman vest?

All shares will vest on the date of the 2026 Annual Meeting of Stockholders.

What is Dennis H. Gartman’s total AHH shareholding after the grant?

He now beneficially owns 44,603 shares, held directly.

Did the director purchase the shares on the open market?

No. The shares were issued as a compensation grant at $0 cost; no market purchase occurred.

Does the Form 4 reference a Rule 10b5-1 trading plan?

The form’s checkbox indicates no 10b5-1 plan was involved in this transaction.