Ceribell, Inc.

DEF 14A 1 cbll-def_14a-2025_proxy.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant☒

Filed by a party other than the Registrant☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a‑12

CERIBELL, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Dear Stockholder,

I am pleased to invite you to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of CeriBell, Inc., a Delaware corporation, which will be held on Tuesday, June 10, 2025, at 12:00 p.m. Pacific Time. The Annual Meeting will be conducted virtually via live audio webcast. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/CBLL2025. You will be able to submit questions and vote your shares electronically during the Annual Meeting by logging in using the 16-digit control number included on your proxy card or on the voting instruction form accompanying these proxy materials.

The Notice of Annual Meeting of Stockholders and the Proxy Statement contain details of the business to be conducted at the Annual Meeting.

Whether or not you attend the Annual Meeting online, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge you to promptly vote and submit your proxy via the Internet, by phone, or by mail. If you decide to attend the Annual Meeting online, you will be able to vote electronically or via phone using the 16-digit control number, even if you have previously submitted your proxy.

On behalf of the Board of Directors, I would like to express our appreciation for your interest in CeriBell, Inc.

Sincerely,

Rebecca (Beckie) Robertson

Chair of the Board of Directors

NOTICE OF THE 2025 ANNUAL MEETING OF STOCKHOLDERS

Meeting Date, Time, and Place

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of CeriBell, Inc., a Delaware corporation will be held on June 10, 2025, at 12:00 p.m. Pacific Time.

The Annual Meeting will be virtual-only. You can, attend the Annual Meeting, vote your shares electronically, and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/CBLL2025. Your 16-digit control number will be included on your proxy card or on the voting instruction form accompanying these proxy materials.

Agenda

Election of two directors named in the Proxy Statement;

Ratification of appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025; and

Transaction of other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Record Date

You can vote if you were a stockholder of record on April 11, 2025.

Board Recommendations

The Board of Directors recommends that you vote:

•

FORthe election of the director nominees named in Proposal No. 1; and

•

FOR the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm, as described in Proposal No. 2.

Your vote is important. Whether or not you plan to attend the Annual Meeting online, we encourage you to read the accompanying Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”), and submit your proxy as soon as possible using one of the three voting methods described in the “Information About the Proxy Process and Voting” section in the Proxy Statement.

By Order of the Board of Directors,

Xingjuan (Jane) Chao, Ph.D.

President, Chief Executive Officer, and Co-Founder

April 30, 2025

Sunnyvale, California

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 10, 2025.The Proxy Statement and the Annual Report are available on our website at https://investors.ceribell.com and at www.ProxyVote.com.

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