Ceribell, Inc.
For the period ended Jun 30, 2026. Filed Aug 10, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 10, 2026
CBLL$26.59+2.2%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-11.
0001193125-26-217008
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-10.
0001193125-26-342574
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 379 previous paragraphs and 385 current paragraphs.
365 unchanged; 8 reworded; 12 added; 6 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (12)
Current report
On August 5, 2026, we entered into the Credit Agreement, which provides for term loan and revolving loan facilities. At closing, we borrowed $20.0 million under the revolving loan facility and no term loans and used the proceeds to repay in full all amounts outstanding under the VLSA, which was terminated in connection with the repayment. Our obligations under the Credit Agreement are secured by a security interest in substantially all of our assets, including our intellectual property, subject to customary exclusions. The Credit Agreement contains customary affirmative and negative covenants that limit our ability to engage in specified types of transactions. The Credit Agreement also contains financial covenants that, during applicable testing periods, require us to maintain minimum net revenue of $70.0 million or, in certain circumstances, minimum unrestricted cash of $65.0 million. These covenants limit our ability to, among other things:
Current report
sell, transfer, lease, license or otherwise dispose of assets, other than permitted asset dispositions;
Current report
consolidate, merge or amalgamate with another person, other than specified permitted transactions;
Current report
make investments or acquisitions, including acquisitions of businesses, assets, products, product lines or intellectual property, other than permitted investments;
Current report
On August 5, 2026, the Company entered into a Credit, Security and Guaranty Agreement (the “Credit Agreement”) by and among the Company, as borrower, MidCap Funding IV Trust, as agent, MidCap Financial Trust, as term loan servicer, and the lenders from time to time party thereto. The Credit Agreement provides for (i) a term loan facility, consisting of a $30.0 million commitment and an additional $25.0 million of uncommitted capital that may be available at the Lender's discretion, and (ii) a revolving loan facility in an aggregate principal amount of up to $20.0 million, which may be increased to up to $30.0 million at the Company's discretion upon satisfaction of certain conditions set forth therein. The $20.0 million revolving credit facility operates on a non-formula basis through December 31, 2027, after which time, availability under the facility will be subject to a borrowing base based on eligible accounts receivable and inventory. The term loan is callable at the Company's request at any time before December 31, 2028.
Current report
At closing, the Company borrowed $20.0 million under the revolving facility and has no balance drawn under the term loan. The proceeds of borrowings under the Credit Agreement were used to repay in full the Company's outstanding obligations under the VLSA described in Note 9. Future borrowings will be used for working capital and general corporate purposes. The Company’s obligations under the Credit Agreement are secured by a security interest in substantially all of the Company’s assets, including its intellectual property. A financial covenant is only effective if the sum of the aggregate outstanding principal balance of the term loans plus the aggregate amount of the revolving credit facility commitment exceeds $35.0 million. When effective, the financial covenant requires that the company maintain either (a) minimum trailing 12 months net revenue of at least $70.0 million or (b) cash, cash equivalents, and marketable securities of at least $65.0 million. Term loans bear interest at Term SOFR (subject to a 1.00% floor) plus 5.00% per annum, and revolving loans bear interest at Term SOFR (subject to a 1.00% floor) plus 3.75% per annum, in each case payable monthly in arrears in cash, and the loans mature on August 5, 2031. The term loan and revolver may be voluntarily prepaid subject to a prepayment premium and exit fee.
Current report
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.
Current report
The information contained in this Item 5 is intended to satisfy the Company’s reporting obligations under Item 1.01 (Entry into a Material Definitive Agreement) and Item 2.03 (Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant) of Form 8-K.
Current report
Intended to satisfy the affirmative defense of Rule 10b5-1(c).
Current report
** Not intended to satisfy the affirmative defense of Rule 10b5-1(c).
Removed paragraphs (6)
Previous report
We have entered into a venture loan and security agreement, dated as of February 6, 2024, by and among us, Horizon Technology Finance Corporation, as a lender and collateral agent, and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (“SVB”), as a lender (the “VLSA”). Concurrent with the VLSA, we also entered into a Loan and Security Agreement with SVB for a senior revolving line of credit of up to $10.0 million (the “Revolving Facility”). As of March 31, 2026, $20.0 million in aggregate principal amount was outstanding under the VLSA, and no amount was outstanding under the Revolving Facility. The VLSA and the Revolving Facility contain various covenants that limit our ability to engage in specified types of transactions. These covenants limit our ability to, among other things:
Previous report
sell, transfer, lease, or dispose of our assets subject to certain exclusions;
Previous report
consolidate, merge with, or acquire any other entity, or sell or otherwise dispose of all or substantially all of our assets; and
Previous report
advance notice procedures that stockholders must comply with in order to nominate candidates to our Board of Directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of us.
Previous report
During the quarter ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended)adopted, modifiedor terminated a “Rule 10b5-1 (c) trading arrangement” or a “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(a) of Regulation S-K.
Reworded paragraphs (8)
Previous wording
We have incurred net losses since inception, and we expect to incur additional substantial losses in the foreseeable future. For the quarter ended March 31, 2026, we incurred a net loss of $19.7 million. As of March 31, 2026, we had an accumulated deficit of $240.1 million. We also expect our operating expenses to increase in future periods, and if our revenue growth does not increase to more than offset these anticipated increases in our operating expenses, we may not be able to achieve or maintain profitability, and our business, financial condition, results of operations, and prospects will be harmed. Since inception, we have spent significant amounts to develop the Ceribell System and related algorithms, to fund clinical studies, to develop and build our manufacturing capacities, to scale our commercial operations, and to recruit and retain key talent.
Current wording
We have incurred net losses since inception, and we expect to incur additional substantial losses in the foreseeable future. For the six months ended June 30, 2026, we incurred a net loss of $39.0 million. As of June 30, 2026, we had an accumulated deficit of $259.4 million. We also expect our operating expenses to increase in future periods, and if our revenue growth does not increase to more than offset these anticipated increases in our operating expenses, we may not be able to achieve or maintain profitability, and our business, financial condition, results of operations, and prospects will be harmed. Since inception, we have spent significant amounts to develop the Ceribell System and related algorithms, to fund clinical studies, to develop and build our manufacturing capacities, to scale our commercial operations, and to recruit and retain key talent.
Previous wording
We expect the Ceribell System will continue to be purchased by hospitals who will then seek reimbursement from third-party payers. Reimbursement for the hospital services during an inpatient stay generally is made under a prospective payment system that is determined by a classification system known as diagnosis-related groups, which are assigned using a number of factors including the principal diagnosis, major procedures, discharged status, patient age, and complicating secondary diagnoses, among other things. In August 2023, CMS approved an NTAP under the Medicare inpatient prospective payment system for our newest Clarity algorithm, effective October 1, 2023. The NTAP designation for a product lasts for no more than three years for a specific indication. Once our new Clarity algorithm is no longer eligible for NTAP, the additional cost associated with the use of our products could affect our customers’ profit margin. In light of the potential additional associated cost, some of our target customers may be unwilling to adopt our products and some of our existing customers may terminate their contracts with us.
Current wording
We expect the Ceribell System will continue to be purchased by hospitals who will then seek reimbursement from third-party payers. Reimbursement for the hospital services during an inpatient stay generally is made under a prospective payment system that is determined by a classification system known as diagnosis-related groups, which are assigned using a number of factors including the principal diagnosis, major procedures, discharged status, patient age, and complicating secondary diagnoses, among other things. In August 2023, CMS approved an NTAP under the Medicare inpatient prospective payment system for our newest Clarity algorithm, effective October 1, 2023. In August 2026, CMS granted an NTAP under the Medicare inpatient prospective payment system for eligible Medicare patient cases utilizing our Delirium Monitor System, effective October 1, 2026. The NTAP designation for a product lasts for no more than three years for a specific indication. Once an applicable NTAP expires or our products are otherwise no longer eligible for such NTAP, our customers may no longer receive additional reimbursement to offset the costs associated with the use of our products, which could adversely affect their profit margins. In light of the potential unreimbursed costs, some of our target customers may be unwilling to adopt our products and some of our existing customers may terminate their contracts with us.
Previous wording
Our venture loan and security agreement contains restrictions that limit our flexibility in operating our business.
Current wording
Our Credit Agreement contains financial covenants and other restrictions that limit our flexibility in operating our business.
Previous wording
create, incur, assume, guarantee, or assume additional indebtedness, other than certain permitted indebtedness;
Current wording
create, incur, assume, guarantee or otherwise become liable with respect to additional indebtedness or contingent obligations, other than permitted indebtedness and contingent obligations;
Previous wording
encumber or permit liens on any of our assets other than certain permitted liens;
Current wording
create or permit liens on our assets, other than permitted liens;
Previous wording
make restricted payments, including paying dividends on, repurchasing, or making distributions with respect to any of our capital stock;
Current wording
make distributions, including paying dividends on, repurchasing or making other payments with respect to our capital stock, other than permitted distributions;
Previous wording
See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations”—“Liquidity and Capital Resources” for more information regarding the covenants under the VLSA and the Revolving Facility. The covenants in the VLSA and the Revolving Facility limit our ability to take certain actions and, in the event that we breach one or more covenants, the lenders may choose to declare an event of default and require that we immediately repay all amounts outstanding of the aggregate principal amount, plus accrued interest, and foreclose on the collateral granted to it to secure such indebtedness. Such repayment could have a material adverse effect on our business, financial condition, results of operations, and prospects.
Current wording
See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations”—“Liquidity and Capital Resources” for more information regarding the covenants under the Credit Agreement. The covenants in the Credit Agreement limit our ability to take certain actions and could adversely affect our ability to finance our operations, make needed capital expenditures, engage in business combinations or otherwise pursue our business strategies. In addition, if we fail to comply with a covenant or other obligation under the Credit Agreement and an event of default occurs and continues, the lenders may suspend or terminate their lending commitments, accelerate all or a portion of the amounts outstanding under the Credit Agreement, together with accrued interest, and exercise remedies against the collateral securing such indebtedness, including substantially all of our assets and intellectual property. Any such acceleration or exercise of remedies could have a material adverse effect on our business, financial condition, results of operations and prospects.
Previous wording
We have never declared or paid cash dividends on our capital stock, and we do not currently intend to pay any cash dividends on our capital stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and expansion of our business. Any future determination related to dividend policy will be made at the discretion of our Board of Directors, subject to applicable laws, and will depend upon, among other factors, our results of operations, prospects, financial condition, contractual restrictions and capital requirements. In addition, our ability to pay cash dividends on our capital stock is limited by the terms of the VLSA, and may be limited by the terms of any future debt or preferred securities we issue or any future credit facilities we enter into. Accordingly, investors must for the foreseeable future rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.
Current wording
We have never declared or paid cash dividends on our capital stock, and we do not currently intend to pay any cash dividends on our capital stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and expansion of our business. Any future determination related to dividend policy will be made at the discretion of our Board of Directors, subject to applicable laws, and will depend upon, among other factors, our results of operations, prospects, financial condition, contractual restrictions and capital requirements. In addition, our ability to pay cash dividends on our capital stock is limited by the terms of the Credit Agreement, and may be limited by the terms of any future debt or preferred securities we issue or any future credit facilities we enter into. Accordingly, investors must for the foreseeable future rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.