til-20250930

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 September 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
6,781,976 shares of Common Stock, $0.000001 par value per share			November 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			34
Item 4. Controls and Procedures			34
Part II. Other Information			35
Item 1. Legal Proceedings			35
Item 1A. Risk Factors			35
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			92
Item 3. Defaults Upon Senior Securities			92
Item 4. Mine Safety Disclosures			92
Item 5. Other Information			93
Item 6. Exhibits			93
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)


	September 30, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	5,801	$	8,805
Restricted cash	280		1,830
Marketable securities	73,867		104,510
Prepaid expenses and other current assets	4,220		9,325
Assets held for sale	112,096		—
Total current assets	196,264		124,470
Property, plant and equipment, net	138		129,406
Operating lease right-of-use assets	415		934
Long-term investments	3,444		—
Accrued rent receivable	7,360		4,267
Other long-term assets	4,147		4,490
Total assets	$	211,768	$	263,567
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	928	$	659
Accrued expenses and other current liabilities	4,769		7,237
Total current liabilities	5,697		7,896
Contingent consideration	948		948
Operating lease liabilities, non-current	—		1,017
Loan payable	84,613		84,187
Other long-term liabilities	88		83
Total liabilities	91,346		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 September 30, 2025, and December 31, 2024	—		—
Common stock, par value $0.000001 per share; 300,000,000 shares authorized; 6,781,976 and 6,525,887 shares issued and outstanding as of September 30, 2025, and December 31, 2024, respectively	—		—
Additional paid-in capital	839,331		824,780
Accumulated other comprehensive loss	(612)		(228)
Accumulated deficit	(718,297)		(655,116)
Total stockholders’ equity	120,422		169,436
Total liabilities and stockholders’ equity	$	211,768	$	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				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Operating expenses:
In-process research and development	$	—	$	10,000	$	10,000	$	10,000
Research and development	9,127		562		21,241		10,739
General and administrative	5,895		10,707		21,161		33,837
Restructuring and impairment charges	—		2,362		16,622		7,146
Total operating expenses	15,022		23,631		69,024		61,722
Loss from operations	(15,022)		(23,631)		(69,024)		(61,722)
Interest income	893		1,654		3,112		5,635

SEC Form 10-Q filed by Instil Bio Inc.