Ceribell Inc

This prospectus contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future financial condition, future operations, projected costs, prospects, plans, objectives of management, and expected market growth, are forward-looking statements. In some cases, you can identify forward-looking statements by words such as “may,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “goal,” “objective,” “seeks,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

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our ability to attract and retain customers;

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our expectations concerning orders for our products and utilization by existing customers;

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our expectations regarding the potential market size for our products;

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our ability to maintain our competitive technological advantages;

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our plans to develop and release new features for the Ceribell System;

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our plans to expand into new indications;

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our intentions to pursue adjacent and international markets;

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our ability to continue improving our product and technology, including our AI-powered algorithm;

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our commercialization and marketing capabilities and strategies;

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the implementation of our business model and strategic plans for our business and products and technology;

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our relationships with, and the capabilities of, our component manufacturers and suppliers;

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the scope of protection we are able to establish and maintain for intellectual property rights covering our products;

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our ability to effectively manage our growth;

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our anticipated use of proceeds from this offering;

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estimates of our expenses, future revenue, capital requirements, our needs for additional financing, and our ability to obtain additional capital; and

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our future financial performance.