til-20210331

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 March 31, 2021


☐			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 and posted 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 and post such 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
128,743,123 shares of Common Stock, $0.000001 par value per share			May 11, 2021

TABLE OF CONTENTS


			Page
Part I. Financial Information			2
Item 1. Financial Statements (Una udited)			2
Condensed Consolidated Balance Sheets			2
Condensed Consolidated Statements of Operations and Comprehensive Loss			3
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)			4
Condensed Consolidated Statements of Cash Flows			5
Notes to Condensed Consolidated Financial Statements			6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			21
Item 3. Quantitative and Qualitative Disclosures About Market Risk			30
Item 4. Controls and Procedures			30
Part II. Other Information			32
Item 1. Legal Proceedings			32
Item 1A. Risk Factors			32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			96
Item 3. Defaults Upon Senior Securities			96
Item 4. Mine Safety Disclosures			96
Item 5. Other Information			96
Item 6. Exhibits			97
Signatures			98

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)


	March 31, 2021		December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	609,639	$	241,714
Prepaid expenses and other current assets	4,120		4,424
Total current assets	613,759		246,138
Property and equipment, net	62,859		55,341
Intangibles	10,104		10,104
Goodwill	5,722		5,722
Other long-term assets	3,698		1,707
Total assets	$	696,142	$	319,012
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	3,729	$	3,495
Accrued expenses and other current liabilities	12,189		8,402
Contingent consideration, current portion	1,407		1,384
Total current liabilities	17,325		13,281
Contingent consideration, net of current portion	11,091		10,893
Deferred tax liabilities	2,267		2,471
Other long-term liabilities	306		—
Total liabilities	30,989		26,645
Commitments and contingencies (Note 6)
Convertible preferred stock, $0.000001 par value; 10,000,000 and 74,350,598 shares authorized as of March 31, 2021, and December 31, 2020, respectively; 0 and 70,176,046 shares issued and outstanding as of March 31, 2021, and December 31, 2020, respectively; $0 and $328,200 aggregate liquidation preference as of March 31, 2021, and December 31, 2020, respectively	—		331,966
Stockholders’ equity (deficit):
Common stock, $0.000001 par value; 300,000,000 and 111,000,000 shares authorized as of March 31, 2021, and December 31, 2020, respectively, 128,743,123 and 20,591,554 shares issued and outstanding as of March 31, 2021, and December 31, 2020, respectively	—		—
Additional paid-in capital	733,457		5,607
Accumulated other comprehensive loss	(253)		(283)
Accumulated deficit	(68,051)		(44,923)
Total stockholders’ equity (deficit)	665,153		(39,599)
Total liabilities, convertible preferred stock and stockholders’ equity	$	696,142	$	319,012

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 March 31,
	2021		2020
Revenue	$	—	$	44
Operating expenses:
Research and development	14,424		2,007
General and administrative	8,979		1,900
Total operating expenses	23,403		3,907
Loss from operations	(23,403)		(3,863)
Interest and other income (expense), net	71		(226)
Loss before income tax benefit	$	(23,332)	$	(4,089)
Income tax benefit	204		—
Net loss	$	(23,128)	$	(4,089)
Other comprehensive income (loss):
Foreign currency translation	30		(34)
Net comprehensive loss	$	(23,098)	$	(4,123)
Net loss per share, basic and diluted	$	(0.66)	$	(0.31)
Weighted-average shares used in computing net loss per share, basic and diluted	34,976,652		12,997,353

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

INSTIL BIO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF

CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

(in thousands, except share and per share amounts)

(Unaudited)


	Convertible Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive		Accumulated Deficit		Total Stockholders’ Equity (Deficit)
	Shares	Amount		Shares	Amount				Income
Balance—December 31, 2020	70,176,046	$	331,966	20,591,554	$	—	$	5,607	$	(283)	$	(44,923)	$	(39,599)
Issuance of Series C convertible preferred shares at $12.58 per share	4,174,551	52,460		—	—		—		—		—

SEC Form 10-Q filed by Instil Bio Inc.