Ceribell updates long-term headband supply agreement

Ceribell, Inc. reports updates to its long-term supply relationship with Shenzhen Everwin Precision Technology.

Accepted by SEC EDGAR 09/24/2025 - 12:58 PM EDT

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Form Type

8-K

Rhea-AI Filing Summary

Ceribell, Inc. reports updates to its long-term supply relationship with Shenzhen Everwin Precision Technology. The existing Corporate Supply Agreement, originally signed in January 2022, covers supply of Ceribell’s small and large headbands and licenses product materials needed to manufacture and support these products.

Amendment No. 1 extended the initial two-year term to January 9, 2025, and Amendment No. 2 further extended the term to December 31, 2027 while designating Everwin Precision Holding (Hong Kong) Company Limited as agent and providing for deliveries from a facility in Tijuana, Mexico. On September 22, 2025, Amendment No. 3 added Everwin Precision (Viet Nam) Technology as an additional agent of Everwin China to enable deliveries of headbands from a facility in Vietnam.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What supply agreement did Ceribell (CBLL) disclose with Shenzhen Everwin?

Ceribell and Shenzhen Everwin Precision Technology are parties to a Corporate Supply Agreement dated January 10, 2022. Everwin and its affiliates supply Ceribell’s small and large headbands on a purchase order basis and grant broad license rights to product materials used to manufacture and support these products.

How long does Ceribell’s Corporate Supply Agreement with Everwin run?

The Corporate Supply Agreement initially had a two-year term. Amendment No. 1 extended the term to January 9, 2025, and Amendment No. 2 further extended it to December 31, 2027, providing a multi‑year framework for supply of Ceribell’s small and large headbands.

What changes were made in Amendment No. 2 to Ceribell’s supply agreement?

Amendment No. 2, dated November 28, 2023, extended the supply agreement term to December 31, 2027. It also designated Everwin Precision Holding (Hong Kong) Company Limited as Everwin China’s agent and provided for deliveries of Ceribell’s headbands from a facility located in Tijuana, Mexico.

What is the purpose of Amendment No. 3 involving Everwin Vietnam and Ceribell (CBLL)?

Amendment No. 3, dated September 22, 2025, designates Everwin Precision (Viet Nam) Technology Co., Ltd. as an agent of Everwin China. It provides for deliveries of Ceribell’s headbands from Everwin Vietnam’s facility in Vietnam, expanding the locations from which the products can be delivered.

Why were Ceribell’s supply agreement Amendments No. 2 and No. 3 filed as exhibits?

Amendment No. 2 was entered into before Ceribell’s initial public offering and had not previously been filed or incorporated by reference in earlier registration or periodic reports. Both Amendment No. 2 and Amendment No. 3 are now provided in full as Exhibits 10.1 and 10.2, respectively.

What products are covered under Ceribell’s supply arrangement with Everwin?

The agreement covers Ceribell’s small and large headbands. Everwin China and its affiliates supply these headbands on a purchase order basis and grant Ceribell broad license rights to product materials needed for manufacturing and supporting the covered products under the Corporate Supply Agreement.

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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): September 22, 2025

    

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 1.01	Entry into a Material Definitive Agreement.

Ceribell, Inc. (the “Company”) and Shenzhen Everwin Precision Technology Co., Ltd. (“Everwin China”) are parties to the Corporate Supply Agreement, dated January 10, 2022, as amended by Amendment No. 1, dated March 7, 2023, and Amendment No. 2, dated November 28, 2023 (collectively, the “Supply Agreement”). Pursuant to the Supply Agreement, which had an initial term of two years, Everwin China and its Affiliates (as defined in the Supply Agreement) supply the Company’s small and large headbands on a purchase order basis and grant the Company broad license rights to product materials necessary for the manufacture and support of the products.

Amendment No. 1 extended the initial term to January 9, 2025. Amendment No. 2 extended the term of the agreement to December 31, 2027, and designated Everwin Precision Holding (Hong Kong) Company Limited as Everwin China’s agent and provided for deliveries from a facility in Tijuana, Mexico. Amendment No. 2 was entered into prior to the Company’s initial public offering and was not previously filed or incorporated by reference in the Company’s registration statement or its past periodic reports.

On September 22, 2025, the Company, Everwin China, and Everwin Precision (Viet Nam) Technology Co., Ltd. (“Everwin Vietnam”) entered into Amendment No. 3 to the Supply Agreement. Amendment No. 3 designates Everwin Vietnam, a subsidiary of Everwin China, as an agent of Everwin China and provides for deliveries of headbands from Everwin Vietnam’s facility in Vietnam.

The foregoing descriptions of Amendment No. 2 and Amendment No. 3 do not purport to be complete and are qualified in their entirety by references to the full texts of Amendment No. 2 and Amendment No. 3, which are filed as Exhibit 10.1 and Exhibit 10.2 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. 2 to the Corporate Supply Agreement, dated November 28, 2023, by and between CeriBell, Inc. and Shenzhen Everwin Precision Technology Co., Ltd.
10.2		Amendment No. 3 to the Corporate Supply Agreement, dated September 22, 2025, by and among CeriBell, Inc., Shenzhen Everwin Precision Technology Co., Ltd., and Everwin Precision (Viet Nam) Technology Co., Ltd.
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:	September 24, 2025	By:	/s/ Scott Blumberg
			Scott Blumberg Chief Financial Officer

Source: View Original Filing on SEC EDGAR