As filed with the Securities and Exchange Commission on February 25, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CeriBell, Inc.

(Exact name of Registrant as specified in its charter)

CeriBell, Inc. 2024 Incentive Award Plan

CeriBell, Inc. 2024 Employee Stock Purchase Plan

(Full Title of the Plan)

Jane Chao, Ph.D.

President, Chief Executive Officer, and Co-Founder

CeriBell, Inc.

360 N. Pastoria Avenue

Sunnyvale, California 94085

(800) 436-0826

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Kathleen M. Wells

John C. Williams

Richard Kim

Latham & Watkins LLP

140 Scott Drive

Menlo Park, California 94025

Telephone: (650) 328-4600

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8

EXPLANATORY NOTE

CeriBell, Inc., a Delaware corporation (the “Registrant”) is filing this Registration Statement on Form S-8 to register an additional 2,151,036 shares of its common stock, par value $0.001 (“Common Stock”) issuable under the Registrant's (i) 2024 Incentive Award Plan (the “2024 Plan”) and (ii) 2024 Employee Stock Purchase Plan (the “ESPP”). As a result of the operation of annual increase provisions therein, 1,792,530 shares of common stock were added to the 2024 Plan and 358,506 shares of common stock were added to the ESPP.

On October 11, 2024, the Registrant filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-8 (File No. 333-282603) (the “Prior Registration Statement”) relating to shares of Common Stock issuable to eligible employees, consultants, and directors of the Registrant under the 2024 Plan and the ESPP. The Prior Registration Statement is currently effective. This Registration Statement relates to securities of the same class as those to which the Prior Registration Statement relates and is submitted in accordance with General Instruction E of Form S-8 regarding the “Registration of Additional Securities.”

Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statement relating to the 2024 Plan and the ESPP, including periodic reports that the Registrant filed after the Prior Registration Statement to maintain current information about the Registrant, are incorporated herein by reference and made part of this Registration Statement, except to the extent supplemented, superseded, or modified by the specific information set forth below and/or the specific exhibits attached hereto.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Not required to be filed with this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California, on this 25th day of February, 2025.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Xingjuan (Jane) Chao, Ph.D., Scott Blumberg, and Louisa Daniels, and each of them, with full power of substitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file this registration statement, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.