Instil Bio, Inc 10-Q for FY2021 Q1

Instil Bio, Inc. (TIL)

10-Q 2021-05-13 For: 2021-03-31

Added on April 07, 2026

About this 10-Q

Instil Bio, Inc filed this 10-Q on May 13, 2021, covering the quarter ended March 31, 2021 (FY2021 Q1).

Headline figures

Quarter ended March 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $0; compared with $44K a year earlier
Net loss: $23.13M; compared with a net loss of $4.09M a year earlier
Diluted EPS: -$0.66; compared with -$0.31 a year earlier

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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


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


Class of Common Stock			Outstanding at
128,743,123 shares of Common Stock, $0.000001 par value per share			May 11, 2021


			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


	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


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


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


	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


	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		—	—		—		—		—		—
Issuance of common shares upon initial public offering net of underwriting discounts, commissions and offering costs	—	—		18,400,000	—		339,174		—		—		339,174
Conversion of redeemable convertible preferred stock	(74,350,597)	(384,426)		89,220,699	—		384,426		—		—		384,426
Shares of common stock issued in connection with incentive stock plan	—	—		530,870	—		1,438		—		—		1,438
Stock-based compensation	—	—		—	—		2,812		—		—		2,812
Net loss	—	—		—	—		—		—		(23,128)		(23,128)
Foreign currency translation	—	—		—	—		—		30		—		30
Balance—March 31, 2021	—	$	—	128,743,123	$	—	$	733,457	$	(253)	$	(68,051)	$	665,153


	March 31, 2021		December 31, 2020
Prepaid research and development expenses	$	1,992	$	1,181
Grant receivable	1,091		571
U.K. research and development tax and expenditure credits	725		799
Other receivables	242		1,803
Other assets	70		70
Total prepaid expenses and other current assets	$	4,120	$	4,424


	March 31, 2021		December 31, 2020
Land	$	31,243	$	31,243
Building	6,309		6,309
Laboratory equipment	9,033		6,590
Manufacturing equipment	2,682		2,355
Office and computer equipment	1,977		1,510
Leasehold improvements	1,403		1,312
Construction work-in-progress	10,920		6,328
Total property, plant and equipment, gross	63,567		55,647
Less: accumulated depreciation	(708)		(306)
Total property, plant and equipment, net	$	62,859	$	55,341


	March 31, 2021		December 31, 2020
Deferred rent	$	2,520	$	509
Prepaid research and development expenses	1,047		603
Security deposit	81		29
Restricted cash	50		50
Deferred offering costs	—		516
Total other long-term assets	$	3,698	$	1,707


	March 31, 2021		December 31, 2020
Accrued research and development expenses	$	7,873	$	1,125
Accrued compensation and benefits	3,490		3,983
Accrued operational expenses	486		2,382
Current tax liabilities	169		631
Other current liabilities	171		281
Total accrued expenses and other current liabilities	$	12,189	$	8,402


Cash consideration	$	779
Common stock of 5,640,000 shares at an estimated fair value of $0.575 per share	3,243
Contingent consideration	11,349
Total consideration	$	15,371


Assets acquired:
Net working capital	$	870
Property and equipment	690
Intangibles	10,104
Total assets acquired	11,664
Goodwill	5,722
Deferred tax liabilities	(2,015)
Total purchase price	$	15,371


	As of March 31, 2021
	Level 1		Level 2		Level 3		Total
	(In thousands)
Financial Assets
Money market funds	$	599,345	$	—	$	—	$	599,345
Financial Liabilities
Contingent consideration	$	—	$	—	$	12,497	$	12,497

	As of December 31, 2020
	Level 1		Level 2		Level 3		Total
	(In thousands)
Financial Assets
Money market funds	$	106,138	$	—	$	—	$	106,138
Financial Liabilities
Contingent consideration	$	—	$	—	$	12,277	$	12,277


	Three Months Ended March 31, 2021
Fair value, beginning balance	$	12,277
Change in present value of contingent consideration	220
Fair value, ending balance	$	12,497


	Year Ended December 31, 2020
Fair value, beginning balance	$	—
Contingent consideration recorded as a result of Immetacyte acquisition	11,349
Change in present value of contingent consideration	928
Fair value, ending balance	$	12,277


2021 (remaining nine months)	$	1,259
2022	1,447
2023	1,187
2024	1,061
2025 and thereafter	915
Total	$	5,869


	As of December 31, 2020
	Shares Authorized	Shares Issued and Outstanding	Aggregate Liquidation Preference
Series A	25,000,000	25,000,000	$	25,000
Series B	34,600,523	34,600,523	170,200
Series C	14,750,075	10,575,523	133,000
	74,350,598	70,176,046	$	328,200


	Shares Available for Grant	Shares Issuable Under Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contract Term (in years)	Aggregate Intrinsic Value (in thousands)
Balance, December 31, 2020	10,217,237	15,331,923	$	0.80	9.22	$	78,857
Additional Shares Authorized	8,660,000
Options granted(1)	(6,476,800)	6,476,800	$	7.07
Options exercised	—	(3,690,620)	$	0.39
Balance, March 31, 2021	12,400,437	18,118,103	$	3.12	9.40	$	397,792
Exercisable, March 31, 2021		1,548,880	$	0.41	8.54	$	38,206
Vested and expected to vest, March 31, 2021		1,788,880	$	0.47	8.62	$	44,025


	Three Months Ended March 31, 2021				Three Months Ended March 31, 2020
Expected term (in years)	5.77		—	6.08	5.27		—	6.08
Expected volatility	88.42	%	—	89.11%	69.69	%	—	74.68%
Risk-free interest rate	0.51	%	—	1.05%	1.43	%	—	1.76%
Fair Value of Common Stock	$6.68		—	$26.44	$0.41		—	$0.41
Expected dividend yield	—%				—%


	Three months ended March 31,
	2021		2020
Research and development expense	$	1,405	$	4
General and administrative expense	1,407		58
Total stock-based compensation expense	$	2,812	$	62


	March 31,	March 31,
	2021	2020
Convertible preferred stock	—	15,000,000
Stock options to purchase common stock	18,118,103	6,487,374
Total	18,118,103	21,487,374


	Three Months Ended March 31,				Change
	2021		2020		$
Revenue	$	—	$	44	$	(44)
Operating expenses:
Research and development	14,424		2,007		12,417
General and administrative	8,979		1,900		7,079
Total operating expenses	23,403		3,907		19,496
Loss from operations	(23,403)		(3,863)		(19,540)
Interest and other income (expense), net	71		(226)		297
Loss before income tax expense	$	(23,332)	$	(4,089)	$	(19,243)
Income tax benefit	204		—		204
Net loss	$	(23,128)	$	(4,089)	$	(19,039)


Exhibit Number			Description of Exhibit
3.1			Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-40215), filed with the SEC on March 23, 2021).
3.2			Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-40215), filed with the SEC on March 23, 2021).
10.1+			2021 Equity Incentive Plan and Forms of Option Grant Notice and Agreement, Exercise Notice, Early Exercise Notice and Restricted Stock Award Notice (incorporated herein by reference to Exhibit 10.2 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-253620) filed with the SEC on March 18, 2021).
10.2+			2021 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.4 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-253620) filed with the SEC on March 18, 2021).
10.3+			Form of Indemnification Agreement with Executive Officers and Directors (incorporated herein by reference to Exhibit 10.5 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-253620) filed with the SEC on March 18, 2021).
31.1*			Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*			Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*#			Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*#			Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101			The following financial information from Instil Bio Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations and Comprehensive Loss, (iii) the Consolidated Statements of Preferred Stock and of Stockholders Equity (Deficit), (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements.
104			Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


	INSTIL BIO, INC.

May 13, 2021	By:	/s/ Sandeep Laumas
		Sandeep Laumas Chief Financial Officer and Chief Business Officer (On behalf of the registrant and in his capacity as Principal Financial Officer and Principal Accounting Officer)