til-20240630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number 001-40215

Instil Bio, Inc.

(Exact name of registrant as specified in its charter)

Delaware

83-2072195

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

3963 Maple Avenue, Suite 350

Dallas, Texas

75219

(Zip Code)

(Address of Principal Executive Offices)

(972) 499-3350

Registrant’s telephone number, including area code

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.000001 par value per share	TIL	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit files). Yes ☒ No ☐

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


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:


Class of Common Stock			Outstanding at
6,503,913 shares of Common Stock, $0.000001 par value per share			August 9, 2024

TABLE OF CONTENTS


			Page
Part I. Financial Information			2
Item 1. Financial Statements (Unaudited)			2
Condensed Consolidated Balance Sheets			2
Condensed Consolidated Statements of Operations and Comprehensive Loss			3
Condensed Consolidated Statements of Stockholders’ Equity			4
Condensed Consolidated Statements of Cash Flows			6
Notes to Condensed Consolidated Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			19
Item 3. Quantitative and Qualitative Disclosures About Market Risk			29
Item 4. Controls and Procedures			29
Part II. Other Information			31
Item 1. Legal Proceedings			31
Item 1A. Risk Factors			31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			94
Item 3. Defaults Upon Senior Securities			95
Item 4. Mine Safety Disclosures			95
Item 5. Other Information			95
Item 6. Exhibits			95
Signatures			97

Part I. Financial Information

Item 1. Financial Statements (Unaudited)

INSTIL BIO, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

(Unaudited)


	June 30, 2024		December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	6,781	$	9,195
Restricted cash	—		1,501
Marketable securities	141,825		141,161
Prepaid expenses and other current assets	6,320		8,902
Total current assets	154,926		160,759
Property, plant and equipment, net	133,130		138,684
Operating lease right-of-use assets	1,707		2,387
Long-term investments	3,972		23,161
Other long-term assets	581		639
Total assets	$	294,316	$	325,630
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,217	$	1,212
Accrued expenses and other current liabilities	9,072		9,347
Total current liabilities	10,289		10,559
Contingent consideration, net of current portion	5,054		4,858
Operating lease liabilities, non-current	2,020		2,877
Loan payable	81,926		81,427
Other long-term liabilities	8		80
Total liabilities	99,297		99,801
Commitments and contingencies (Note 6)
Stockholders’ equity:
Preferred stock, par value $0.000001 per share; 10,000,000 shares authorized; zero shares issued and outstanding as of June 30, 2024, and December 31, 2023	—		—
Common stock, par value $0.000001 per share; 300,000,000 shares authorized; 6,503,913 shares issued and outstanding as of June 30, 2024, and December 31, 2023	—		—
Additional paid-in capital	815,846		807,158
Accumulated other comprehensive loss	(627)		(348)
Accumulated deficit	(620,200)		(580,981)
Total stockholders’ equity	195,019		225,829
Total liabilities and stockholders’ equity	$	294,316	$	325,630

The accompanying notes are an integral part of these condensed consolidated financial statements.

INSTIL BIO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share and per share amounts)

(Unaudited)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Operating expenses:
Research and development	$	2,921	$	8,459	$	10,177	$	29,129
General and administrative	10,706		11,518		23,130		24,740
Restructuring and impairment charges	508		1,010		4,783		25,564
Total operating expenses	14,135		20,987		38,090		79,433
Loss from operations	(14,135)		(20,987)		(38,090)		(79,433)
Interest income	1,919		2,287		3,981		4,358
Interest expense	(1,999)		(590)		(3,980)		(1,226)
Other (expense) income, net	(702)		628		(1,130)		571
Net loss	(14,917)		(18,662)		(39,219)		(75,730)
Other comprehensive loss:
Foreign currency translation	(5)		(211)		39		(441)
Unrealized (loss) gain on available-for-sale securities, net	(59)		(178)		(318)		139
Net comprehensive loss	$	(14,981)	$	(19,051)	$	(39,498)	$	(76,032)
Net loss per share, basic and diluted	$	(2.29)	$	(2.87)	$	(6.03)	$	(11.64)
Weighted-average shares used in computing net loss per share, basic and diluted	6,503,913		6,503,913		6,503,913		6,503,913

The accompanying notes are an integral part of these condensed consolidated financial statements.

INSTIL BIO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except share amounts)

(Unaudited)


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount				Loss
Balance - December 31, 2023	6,503,913	$	—	$	807,158	$	(348)	$	(580,981)	$	225,829
Stock-based compensation	—	—		4,515		—		—		4,515
Net loss	—	—		—		—		(24,302)		(24,302)
Other comprehensive loss	—	—		—		(215)		—		(215)
Balance - March 31, 2024	6,503,913	—		811,673		(563)		(605,283)		205,827
Stock-based compensation	—	—		4,173		—		—		4,173
Net loss	—	—		—		—		(14,917)		(14,917)
Other comprehensive loss	—	—		—		(64)		—		(64)
Balance - June 30, 2024	6,503,913	$	—	$	815,846	$	(627)	$	(620,200)	$	195,019

The accompanying notes are an integral part of these condensed consolidated financial statements.

INSTIL BIO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (CONTINUED)

(in thousands, except share amounts)

(Unaudited)


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount				(Loss) Income
Balance - December 31, 2022	6,503,913	$	—	$	788,992	$	(493)	$	(424,894)	$	363,605
Stock-based compensation	—	—		4,530		—		—		4,530
Net loss	—	—		—		—		(57,068)		(57,068)
Other comprehensive income	—	—		—		87		—		87
Balance - March 31, 2023	6,503,913	—		793,522		(406)		(481,962)		311,154
Stock-based compensation	—	—		4,413		—		—

SEC Form 10-Q filed by Instil Bio Inc.