til-20250630

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, 2025


☐			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
6,750,716 shares of Common Stock, $0.000001 par value per share			August 11, 2025

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			21
Item 3. Quantitative and Qualitative Disclosures About Market Risk			33
Item 4. Controls and Procedures			33
Part II. Other Information			34
Item 1. Legal Proceedings			34
Item 1A. Risk Factors			34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			91
Item 3. Defaults Upon Senior Securities			92
Item 4. Mine Safety Disclosures			92
Item 5. Other Information			92
Item 6. Exhibits			92
Signatures			94

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, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	7,688	$	8,805
Restricted cash	150		1,830
Marketable securities	84,135		104,510
Prepaid expenses and other current assets	3,317		9,325
Assets held for sale	112,096		—
Total current assets	207,386		124,470
Property, plant and equipment, net	150		129,406
Operating lease right-of-use assets	590		934
Long-term investments	11,659		—
Other long-term assets	11,201		8,757
Total assets	$	230,986	$	263,567
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	523	$	659
Accrued expenses and other current liabilities	13,329		7,237
Total current liabilities	13,852		7,896
Contingent consideration	948		948
Operating lease liabilities, non-current	6		1,017
Loan payable	84,420		84,187
Other long-term liabilities	90		83
Total liabilities	99,316		94,131
Commitments and contingencies (Note 8)
Stockholders’ equity:
Preferred stock, par value $0.000001 per share; 10,000,000 shares authorized; zero shares issued and outstanding as of June 30, 2025, and December 31, 2024	—		—
Common stock, par value $0.000001 per share; 300,000,000 shares authorized; 6,750,716 and 6,525,887 shares issued and outstanding as of June 30, 2025, and December 31, 2024, respectively	—		—
Additional paid-in capital	837,185		824,780
Accumulated other comprehensive loss	(805)		(228)
Accumulated deficit	(704,710)		(655,116)
Total stockholders’ equity	131,670		169,436
Total liabilities and stockholders’ equity	$	230,986	$	263,567

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,
	2025		2024		2025		2024
Operating expenses:
In-process research and development	$	10,000	$	—	$	10,000	$	—
Research and development	6,743		2,921		12,114		10,177
General and administrative	6,157		10,706		15,266		23,130
Restructuring and impairment charges	540		508		16,622		4,783
Total operating expenses	23,440		14,135		54,002		38,090
Loss from operations	(23,440)		(14,135)		(54,002)		(38,090)
Interest income	1,044		1,919		2,219		3,981
Interest expense	(1,582)		(1,999)		(2,680)		(3,980)
Other rental income	2,242		—		4,484		—
Other income (expense), net	342		(702)		385		(1,130)
Net loss	(21,394)		(14,917)		(49,594)		(39,219)
Other comprehensive loss:
Foreign currency translation	(314)		(5)		(473)		39
Unrealized loss on available-for-sale securities, net	(40)		(59)		(104)		(318)
Net comprehensive loss	$	(21,748)	$	(14,981)	$	(50,171)	$	(39,498)
Net loss per share, basic and diluted	$	(3.24)	$	(2.29)	$	(7.55)	$	(6.03)
Weighted-average shares used in computing net loss per share, basic and diluted	6,596,975		6,503,913		6,564,994		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, 2024	6,525,887	$	—	$	824,780	$	(228)	$	(655,116)	$	169,436
Issuance of common stock upon exercise of stock options	33,040	—		404		—		—		404
Stock-based compensation	—	—		3,495		—		—		3,495
Net loss	—	—		—		—		(28,200)		(28,200)
Other comprehensive loss	—	—		—		(223)		—		(223)
Balance - March 31, 2025	6,558,927	—		828,679		(451)		(683,316)		144,912
Issuance of common stock upon exercise of stock options	5,952	—		71		—		—		71
Issuance of common stock in at-the-market offering, net of $0.3 million in issuance costs	185,837	—		6,611		—		—		6,611
Stock-based compensation	—	—

SEC Form 10-Q filed by Instil Bio Inc.