Ceribell, Inc.

Previous wording

We are initially focused on becoming the standard of care for the detection and management of seizures in the acute care setting, where the technological and operational limitations of conventional EEG systems have contributed to significant delays in seizure diagnosis and suboptimal patient care and clinical outcomes, as well as a high economic burden for hospitals and the healthcare system. By making EEG more accessible and enabling continuous monitoring through the power of AI, the Ceribell System enables clinicians to more rapidly and accurately diagnose and manage patients at risk of seizure in the acute care setting, resulting in improved patient outcomes and hospital and payer economics. As of June 30, 2025, the Ceribell System has been adopted by more than 550 active accounts, ranging from top academic centers to small community hospitals, and has been used to care for over 200,000 patients. For information regarding how patient care and clinical outcomes are measured, see “Business—Market Overview—Challenges of Managing Seizures in the Acute Care Setting” in our Annual Report on Form 10-K.

Current wording

We are initially focused on becoming the standard of care for the detection and management of seizures in the acute care setting, where the technological and operational limitations of conventional EEG systems have contributed to significant delays in seizure diagnosis and suboptimal patient care and clinical outcomes, as well as a high economic burden for hospitals and the healthcare system. By making EEG more accessible and enabling continuous monitoring through the power of AI, the Ceribell System enables clinicians to more rapidly and accurately diagnose and manage patients at risk of seizure in the acute care setting, resulting in improved patient outcomes and hospital and payer economics. As of September 30, 2025, the Ceribell System has been adopted by more than 600 active accounts, ranging from top academic centers to small community hospitals, and has been used to care for over 200,000 patients. For information regarding how patient care and clinical outcomes are measured, see “Business—Market Overview—Challenges of Managing Seizures in the Acute Care Setting” in our Annual Report on Form 10-K.

Previous wording

We manage all aspects of manufacturing, supply chain, and distribution of the headband and recorder from our facilities in Sunnyvale, California. Contract manufacturers in China assemble the Ceribell headband, with final inspection and labeling completed at our California facilities. We have dual sources for major components of the headband. The components for our recorder are procured from various suppliers and shipped to our facilities for final testing and assembly.

Current wording

We manage all aspects of manufacturing, supply chain, and distribution of the headband and recorder from our facilities in Sunnyvale, California. Contract manufacturers in China and Vietnam assemble the Ceribell headband, with final inspection and labeling completed at our California facilities. We have dual sources for major components of the headband. The components for our recorder are procured from various suppliers and shipped to our facilities for final testing and assembly.

Previous wording

Since our inception, we have devoted substantially all of our resources to organizing and staffing our company, research and development activities, obtaining FDA clearances and other regulatory milestones, business planning, raising capital, establishing and maintaining our intellectual property portfolio, conducting direct sales efforts and marketing initiatives, conducting clinical studies, and providing general and administrative support for these operations.

Current wording

Since our inception, we have devoted substantially all of our resources to organizing and staffing our company, research and development activities, obtaining U.S. Food and Drug Administration (“FDA”) clearances and other regulatory milestones, business planning, raising capital, establishing and maintaining our intellectual property portfolio, conducting direct sales efforts and marketing initiatives, conducting clinical studies, and providing general and administrative support for these operations.

Previous wording

As of June 30, 2025, we had an accumulated deficit of $193.4 million. To date, we have funded our operations primarily through proceeds from the sale of shares of our stock, including common stock and redeemable convertible preferred stock, term loan proceeds, and cash generated from the sale of headbands and subscriptions. As of June 30, 2025, we had $177.4 million in cash and cash equivalents and marketable securities. Based on our current operating plan, we believe that the net proceeds from our IPO, together with the expected cash generated from revenue transactions with customers and our existing cash and cash equivalents, will be sufficient to fund our planned operating expenses and capital expenditure requirements for at least the next 12 months. We have based this estimate on assumptions that may prove to be wrong, and we could deplete our capital resources sooner than we expect. We may experience lower than expected cash generated from operating activities or greater than expected capital expenditures, cost of revenue, or operating expenses, and may need to raise additional capital to fund operations, further research and development activities, or acquire, invest in, or in-license other businesses, assets, or technologies.

Current wording

As of September 30, 2025, we had an accumulated deficit of $206.8 million. To date, we have funded our operations primarily through proceeds from the sale of shares of our stock, including common stock and redeemable convertible preferred stock, term loan proceeds, and cash generated from the sale of headbands and subscriptions. As of September 30, 2025, we had $168.5 million in cash and cash equivalents and marketable securities. Based on our current operating plan, we believe that the net proceeds from our IPO, together with the expected cash generated from revenue transactions with customers and our existing cash and cash equivalents, will be sufficient to fund our planned operating expenses and capital expenditure requirements for at least the next 12 months. We have based this estimate on assumptions that may prove to be wrong, and we could deplete our capital resources sooner than we expect. We may experience lower than expected cash generated from operating activities or greater than expected capital expenditures, cost of revenue, or operating expenses, and may need to raise additional capital to fund operations, further research and development activities, or acquire, invest in, or in-license other businesses, assets, or technologies.

Previous wording

Adoption of the Ceribell System in new accounts. As of June 30, 2025, we had over 550 active accounts. We define active accounts as those with an active subscription or recent headband usage, which is typically considered to have occurred during the previous six months. When determining the number of active accounts, we do not count a care facility (such as a hospital) as more than one account, even though the facility may have both an ED and an ICU using the Ceribell System. The headbands used as part of the Ceribell System are designed to be used only once by a single patient, so an active account is expected to purchase multiple headbands to be used as part of the Ceribell System. There are approximately 6,000 acute care facilities in the United States that we believe could benefit from our system. We believe that any facility with either an ICU or ED, or both, has patients who could benefit from the Ceribell System, because the patients arriving at such facilities may experience seizures triggered by the conditions leading them to seek acute medical care. We have initially targeted a subset of these acute care facilities through our commercial organization, prioritizing certain facilities based on factors such as geographic characteristics and sales potential. Over time, we expect to target additional acute care facilities as we grow our sales. To penetrate these hospitals, we continue to increase the size of our commercial organization. This team comprises TMs and CAMs, who are responsible for new account acquisition by engaging with key decision makers to educate them about the value proposition of the Ceribell System. As we seek to increase our account base, we expect that our revenue will increase due to increased utilization of the headbands and therefore increased product revenue, as well as new Clarity subscribers and increased subscription revenue. The rate at which we grow our commercial organization and the speed at which newly hired personnel become effective can impact our revenue growth and our costs incurred in anticipation of such growth.

Current wording

Adoption of the Ceribell System in new accounts. As of September 30, 2025, we had over 600 active accounts. We define active accounts as those with an active subscription or recent headband usage, which is typically considered to have occurred during the previous six months. When determining the number of active accounts, we do not count a care facility (such as a hospital) as more than one account, even though the facility may have both an ED and an ICU using the Ceribell System. The headbands used as part of the Ceribell System are designed to be used only once by a single patient, so an active account is expected to purchase multiple headbands to be used as part of the Ceribell System. There are approximately 6,000 acute care facilities in the United States that we believe could benefit from our system. We believe that any facility with either an ICU or ED, or both, has patients who could benefit from the Ceribell System, because the patients arriving at such facilities may experience seizures triggered by the conditions leading them to seek acute medical care. We have initially targeted a subset of these acute care facilities through our commercial organization, prioritizing certain facilities based on factors such as geographic characteristics and sales potential. Over time, we expect to target additional acute care facilities as we grow our sales. To penetrate these hospitals, we continue to increase the size of our commercial organization. This team comprises TMs and CAMs, who are responsible for new account acquisition by engaging with key decision makers to educate them about the value proposition of the Ceribell System. As we seek to increase our account base, we expect that our revenue will increase due to increased utilization of the headbands and therefore increased product revenue, as well as new Clarity subscribers and increased subscription revenue. The rate at which we grow our commercial organization and the speed at which newly hired personnel become effective can impact our revenue growth and our costs incurred in anticipation of such growth.

Previous wording

Gross profit, or revenue less cost of revenue, and gross margin, or gross profit as a percentage of revenue, have been and will continue to be affected by various factors that may cause gross margins to fluctuate. These include the product mix between product and subscription revenues, potential changes to sales prices, the timing of our acquisition of new customers, renewals of and follow-on sales to existing customers, costs associated with third-party hosting fees, costs associated with third party manufacturing and supply chain purchases of inventory, and other direct costs such as tariffs and shipping. We expect our product inventory, currently located within the United States, to enable sufficient supply of finished goods through at least the end of 2025. We do not expect any material impact to our financial results from incremental tariffs until at least the fourth quarter of 2025. Our gross margin may fluctuate from period to period, based upon the factors described above and in the section titled “Risk Factors” included elsewhere in this Quarterly Report on Form 10-Q.

Current wording

Gross profit, or revenue less cost of revenue, and gross margin, or gross profit as a percentage of revenue, have been and will continue to be affected by various factors that may cause gross margins to fluctuate. These include the product mix between product and subscription revenues, potential changes to sales prices, the timing of our acquisition of new customers, renewals of and follow-on sales to existing customers, costs associated with third-party hosting fees, costs associated with third party manufacturing and supply chain purchases of inventory, and other direct costs such as tariffs and shipping. We expect our product inventory, currently located within the United States, to enable sufficient supply of finished goods through at least the end of 2025. We do not expect any material impact to our financial results from incremental tariffs in the fourth quarter of 2025. Our gross margin may fluctuate from period to period, based upon the factors described above and in the section titled “Risk Factors” included elsewhere in this Quarterly Report on Form 10-Q.

Previous wording

We expect that our general and administrative expenses will increase in the foreseeable future as we increase our headcount to support the continued growth of our business. We also anticipate incurring additional expenses associated with operating as a public company, including increased expenses related to audit, legal, regulatory, compliance, director and officer insurance, investor and public relations, and tax-related services associated with maintaining compliance with the rules and regulations of the SEC and standards applicable to companies listed on a national securities exchange.

Current wording

We expect that our general and administrative expenses will increase in the foreseeable future as we increase our headcount to support the continued growth of our business. We also anticipate incurring additional expenses associated with operating as a public company, including increased expenses related to audit, legal, regulatory, compliance, director and officer insurance, investor and public relations, and tax-related services associated with maintaining compliance with the rules and regulations of the SEC and standards applicable to companies listed on a national securities exchange and intellectual property enforcement activities.

Previous wording

Comparison of the Three and Six Months Ended June 30, 2025 and 2024

Current wording

Comparison of the Three and Nine Months Ended September 30, 2025 and 2024

Previous wording

Product revenue for the three and six months ended June 30, 2025, increased $4.3 million and $8.9 million, or 38% and 39%, respectively, compared to the same periods of fiscal year 2024. Product revenue growth is primarily driven by the addition of new customers and an increase in utilization of headbands and resulting headband sales, driven by continued customer education that resulted in increased awareness and adoption of our products.

Current wording

Product revenue for the three and nine months ended September 30, 2025, increased $3.7 million and $12.6 million, or 28% and 35%, respectively, compared to the same periods of fiscal year 2024. Product revenue growth was primarily driven by the addition of new customers and an increase in utilization of headbands and resulting headband sales, driven by continued customer education that resulted in increased awareness and adoption of our products.

Previous wording

Subscription revenue for the three and six months ended June 30, 2025, increased $1.5 million and $3.1 million, or 41% and 43%, respectively, compared to the same periods of fiscal year 2024. Subscription revenue growth is primarily driven by an increase in adoption of subscriptions.

Current wording

Subscription revenue for the three and nine months ended September 30, 2025, increased $1.7 million and $4.8 million, or 44% and 43%, respectively, compared to the same periods of fiscal year 2024. Subscription revenue growth was primarily driven by the adoption of subscriptions.

Previous wording

Product cost of revenue for the three and six months ended June 30, 2025, increased $0.3 million and $0.7 million, or 16% and 18%, respectively, compared to the same periods of fiscal year 2024. The increase in cost of goods sold for products was primarily due to an increase in headband sales to new and existing active accounts, partially offset by a decrease in the cost of goods sold per unit, as non-variable costs are allocated among a larger number of units.

Current wording

Product cost of revenue for the three and nine months ended September 30, 2025, increased $0.4 million and $1.1 million, or 17% and 18%, respectively, compared to the same periods of fiscal year 2024. The increase in cost of goods sold for products was primarily due to an increase in headband sales to new and existing active accounts, partially offset by a decrease in the cost of goods sold per unit, as non-variable costs are allocated among a larger number of units.

Previous wording

Subscription cost of revenue for three and six months ended June 30, 2025, increased $0.04 million and $0.05 million, or 35% and 22%, respectively, compared to the same periods of fiscal year 2024. The increase in subscription cost of revenue was primarily due to increased hosting costs for new active accounts for subscriptions and incremental recorder depreciation associated with new subscriptions.

Current wording

Subscription cost of revenue for three and nine months ended September 30, 2025, increased $0.1 million and $0.2 million, or 111% and 46%, respectively, compared to the same periods of fiscal year 2024. The increase in subscription cost of revenue was primarily due to increased hosting costs for new active accounts for subscriptions and incremental recorder depreciation associated with new subscriptions.

Previous wording

Gross profit for the three and six months ended June 30, 2025 increased $5.5 million and $11.2 million, or 42% and 44%, respectively, compared to the same period of fiscal year 2024. The increase is primarily due to increased revenue and decreased cost of goods sold per unit, as non-variable costs are allocated among a larger number of units.

Current wording

Gross profit for the three and nine months ended September 30, 2025 increased $4.9 million and $16.1 million, or 33% and 40%, respectively, compared to the same period of fiscal year 2024. The increase is primarily due to increased revenue and decreased cost of goods sold per unit, as non-variable costs are allocated among a larger number of units.

Previous wording

Research and development expenses for the increased $1.6 million, or 48%, for the three months ended June 30, 2025, compared to the same period of fiscal year 2024. The increase was primarily due to an increase of $1.1 million in personnel and related expenses directly associated with an increase in headcount, as well as an increase of $0.6 million in clinical study and professional expenses.

Current wording

Research and development expenses for the increased $1.6 million, or 47%, for the three months ended September 30, 2025, compared to the same period of fiscal year 2024. The increase was primarily due to an increase of $1.0 million in personnel and related expenses directly associated with an increase in headcount, as well as an increase of $0.4 million in clinical study and professional expenses.

Previous wording

Research and development expenses for the increased $2.8 million, or 45%, for the six months ended June 30, 2025, compared to the same period of fiscal year 2024. The increase was primarily due to an increase of $1.7 million in personnel and related expenses directly associated with an increase in headcount, as well as an increase of $1.1 million in clinical study and professional expenses.

Current wording

Research and development expenses for the increased $4.4 million, or 46%, for the nine months ended September 30, 2025, compared to the same period of fiscal year 2024. The increase was primarily due to an increase of $2.8 million in personnel and related expenses directly associated with an increase in headcount, as well as an increase of $1.5 million in clinical study and professional expenses.

Previous wording

Sales and marketing expenses increased $6.7 million, or 63%, for the three months ended June 30, 2025, compared to the same period of fiscal year 2024. The increase was primarily due to an increase in personnel and related expenses directly associated with an increase in headcount.

Current wording

Sales and marketing expenses increased $6.0 million, or 48%, for the three months ended September 30, 2025, compared to the same period of fiscal year 2024. The increase was primarily due to an increase in personnel and related expenses directly associated with an increase in headcount.

Previous wording

Sales and marketing expenses increased $14.2 million, or 67%, for the six months ended June 30, 2025, compared to the same period of fiscal year 2024. The increase was primarily due to an increase in personnel and related expenses directly associated with an increase in headcount.

Current wording

Sales and marketing expenses increased $20.2 million, or 60%, for the nine months ended September 30, 2025, compared to the same period of fiscal year 2024. The increase was primarily due to an increase in personnel and related expenses directly associated with an increase in headcount.

Previous wording

General and administrative expenses increased $6.4 million, or 43%, for the six months ended June 30, 2025, compared to the same period of fiscal year 2024. The increase was primarily due to an increase of $3.6 million in personnel and related expenses directly associated with an increase in headcount, as well as an increase of $2.4 million in legal, accounting, and professional service fees related to our transition to a public company and costs associated with intellectual property enforcement activities, including a new patent infringement claim initiated during the quarter.

Current wording

General and administrative expenses increased $2.0 million, or 22%, for the three months ended September 30, 2025, compared to the same period of fiscal year 2024. The increase was primarily due to an increase of $1.4 million in personnel and related expenses directly associated with an increase in headcount, as well as an increase of $0.6 million in legal, accounting, and professional service fees related to our transition to a public company and costs associated with intellectual property enforcement activities, including a new patent infringement claim initiated in July 2025.

Previous wording

General and administrative expenses increased $3.7 million, or 49%, for the three months ended June 30, 2025, compared to the same period of fiscal year 2024. The increase was primarily due to an increase of $1.7 million in personnel and related expenses directly associated with an increase in headcount, as well as an increase of $1.8 million in legal, accounting, and professional service fees related to our transition to a public company and costs associated with intellectual property enforcement activities, including a new patent infringement claim initiated during the quarter.

Current wording

General and administrative expenses increased $8.5 million, or 35%, for the nine months ended September 30, 2025, compared to the same period of fiscal year 2024. The increase was primarily due to an increase of $5.0 million in personnel and related expenses directly associated with an increase in headcount, as well as an increase of $3.0 million in legal, accounting, and professional service fees related to our transition to a public company and costs associated with intellectual property enforcement activities, including a new patent infringement claim initiated during the quarter.

Previous wording

Interest and other income (expense), net increased $1.8 million for the three months ended June 30, 2025, compared to the same period for fiscal year 2024. The increase in interest income was primarily due to higher balances of cash equivalents and marketable securities, resulting from the investment of IPO proceeds.

Current wording

Interest and other income (expense), net increased $1.7 million for the three months ended September 30, 2025, compared to the same period for fiscal year 2024. The increase in interest income was primarily due to higher balances of cash equivalents and marketable securities, resulting from the investment of IPO proceeds.

Previous wording

Interest and other income (expense), net increased $3.3 million for the six months ended June 30, 2025, compared to the same period for fiscal year 2024. The increase in interest income was primarily due to higher balances of cash equivalents and marketable securities, resulting from the investment of IPO proceeds.

Current wording

Interest and other income (expense), net increased $5.0 million for the nine months ended September 30, 2025, compared to the same period for fiscal year 2024. The increase in interest income was primarily due to higher balances of cash equivalents and marketable securities, resulting from the investment of IPO proceeds.

Previous wording

Net cash used in operating activities during the six months ended June 30, 2025, consisted primarily of our net loss of $26.4 million, offset by non-cash charges of stock-based compensation of $5.5 million, and depreciation and amortization of $0.7 million. Additionally we had a net decrease in operating assets of $0.2 million and a net increase in operating liabilities of $1.4 million. Net operating assets decreased due to decreases in prepaid expenses and inventory due to lower inventory purchases in the six months ended June 30, 2025. Net operating liabilities decreased primarily due to timing of payments.

Current wording

Net cash used in operating activities during the nine months ended September 30, 2025, consisted primarily of our net loss of $39.9 million, offset by non-cash charges of stock-based compensation of $8.9 million, and depreciation and amortization of $1.1 million. Additionally, we had a net increase in operating assets of $0.9 million and a net increase in operating liabilities of $1.9 million. Net operating assets increased due to increases in accounts receivable and inventory due to higher inventory purchases in the nine months ended September 30, 2025. Net operating liabilities increased primarily due to timing of payments.

Previous wording

Net cash used in investing activities during the six months ended June 30, 2025 and 2024 was $137.3 million and $1.3 million, respectively, and consisted of purchases of marketable securities during the six months ended June 30, 2025, and purchases of equipment and recorders provided to customers for both periods.

Current wording

Net cash used in investing activities during the nine months ended September 30, 2025 and 2024 was $144.2 million and $1.1 million, respectively, and consisted of purchases of marketable securities during the nine months ended September 30, 2025, and purchases of equipment and recorders provided to customers for both periods.

Previous wording

Net cash provided in financing activities during the six months ended June 30, 2025, consisted of proceeds from the exercise of options, and offset by debt issuance costs.

Current wording

Net cash provided in financing activities during the nine months ended September 30, 2025, consisted of proceeds from the exercise of options, and offset by debt issuance costs.

Previous wording

Net cash provided in financing activities during the six months ended June 30, 2024, consisted primarily of $0.6 million in proceeds from the exercise of options, $0.5 million in payments of deferred initial public offering costs, and $7.6 million in net proceeds from debt issuance.

Current wording

Net cash provided in financing activities during the nine months ended September 30, 2024, consisted primarily of $0.9 million in proceeds from the exercise of options, $2.8 million in payments of deferred initial public offering costs, and $7.6 million in net proceeds from debt issuance.

Previous wording

As of June 30, 2025, our principal sources of liquidity consisted of $177.4 million of cash and cash equivalents and marketable securities and $20.0 million of term loans.

Current wording

As of September 30, 2025, our principal sources of liquidity consisted of $168.5 million of cash and cash equivalents and marketable securities and $20.0 million of term loans.

Previous wording

Based on our current operating plan, we believe that the net proceeds from our IPO together with the expected cash generated from revenue transactions with customers and our existing cash and cash equivalents, will be sufficient to fund our planned operating expenses and capital expenditure requirements for at least the next 12 months. We have based this estimate on assumptions that may prove to be wrong, and we could deplete our capital resources sooner than we expect. We may experience lower than expected cash generated from operating activities or greater than expected capital expenditures, cost of revenue, or operating expenses, and may need to raise additional capital to fund operations, further research and development activities, or acquire, invest in, or in-license other businesses, assets, or technologies.

Current wording

Based on our current operating plan, we believe that the expected cash generated from revenue transactions with customers and our existing cash and cash equivalents and marketable securities, will be sufficient to fund our planned operating expenses and capital expenditure requirements for at least the next 12 months. We have based this estimate on assumptions that may prove to be wrong, and we could deplete our capital resources sooner than we expect. We may experience lower than expected cash generated from operating activities or greater than expected capital expenditures, cost of revenue, or operating expenses, and may need to raise additional capital to fund operations, further research and development activities, or acquire, invest in, or in-license other businesses, assets, or technologies.

Previous wording

Operating leases — As of June 30, 2025, estimated contractual obligations for operating lease payments were $2.0 million due within 19 months.

Current wording

Operating leases — As of September 30, 2025, estimated contractual obligations for operating lease payments were $1.7 million due within 16 months.

Previous wording

Information about our significant accounting policies and how estimates are involved in the preparation of our financial statements are described in our Annual Report on Form 10-K filed with the SEC on February 25, 2025. There have been no material changes to our significant accounting policies and estimates during the six months ended June 30, 2025.

Current wording

Information about our significant accounting policies and how estimates are involved in the preparation of our financial statements are described in our Annual Report on Form 10-K filed with the SEC on February 25, 2025. There have been no material changes to our significant accounting policies and estimates during the nine months ended September 30, 2025.

Previous wording

See Note 2 to our financial statements included elsewhere in this Quarterly Report on Form 10-Qfor a description of recent accounting pronouncements applicable to our financial statements.

Current wording

See Note 2 to our financial statements included elsewhere in this Quarterly Report on Form 10-Q for a description of recent accounting pronouncements applicable to our financial statements.