Ceribell Inc

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sale of Equity Securities

During the quarter ended September 30, 2024, we issued an aggregate of 184,226 shares of our common stock upon the exercise of stock options under our 2014 Plan and 2024 EIP at exercise prices ranging from $0.39 to $9.41 per share, for aggregate proceeds of $0.3 million.

The issuances of the securities described above were deemed to be exempt from registration under the Securities Act, in reliance on Section 4(a)(2) of the Securities Act, as transactions by an issuer not involving a public offering.

Use of Proceeds

On October 15, 2024, we completed our IPO, in which we issued and sold 12,196,969 shares of our common stock, which includes an additional 1,590,909 shares of common stock purchased by the underwriters pursuant to their option to purchase additional shares, at a price to the public of $17.00 per share. The proceeds to the Company from the IPO were approximately $188.2 million, net of underwriting discounts and commissions and estimated offering costs.

The net proceeds from our IPO have been used and will be used, together with our existing cash and cash equivalents: (i) to fund sales and marketing efforts; (ii) to fund research and product development activities, including to advance our delirium and ischemic stroke indications through completion of clinical studies related to our Clarity algorithm; and (iii) for general corporate purposes, including working capital, operating expenses, and capital expenditures.

There has been no material change in the intended use of proceeds from our IPO as described in our Prospectus.