Instil Bio, Inc 10-Q for FY2025 Q2

Instil Bio, Inc. (TIL)

10-Q 2025-08-13 For: 2025-06-30

Added on April 07, 2026

About this 10-Q

Instil Bio, Inc filed this 10-Q on August 13, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).

Headline figures

Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $21.39M; compared with a net loss of $14.92M a year earlier
Diluted EPS: -$3.24; compared with -$2.29 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
6,750,716 shares of Common Stock, $0.000001 par value per share			August 11, 2025


			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


	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


☒			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				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


	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	—	—		1,824		—		—		1,824
Net loss	—	—		—		—		(21,394)		(21,394)
Other comprehensive loss	—	—		—		(354)		—		(354)
Balance - June 30, 2025	6,750,716	$	—	$	837,185	$	(805)	$	(704,710)	$	131,670


	Six Months Ended June 30,
	2025		2024
Cash flows from operating activities:
Net loss	$	(49,594)	$	(39,219)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	5,319		8,688
Non-cash lease expense	143		165
Foreign exchange remeasurement (gain) loss	(637)		162
Impairment of property, plant and equipment	16,569		2,780
Impairment of right-of-use assets	—		187
Change in fair value of contingent consideration	—		196
Depreciation	510		1,968
Restructuring costs	(91)		—
In-process research and development expenses	10,000		—
Accretion on invested securities	(181)		(2,411)
Non-cash interest expense	405		503
Change in fair value of derivative financial instrument	—		888
Loss on disposals of property and equipment	—		292
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	5,830		2,504
Other long-term assets	(2,442)		(901)
Accounts payable	(139)		11
Operating lease liabilities	(1,510)		(634)
Accrued expenses and other current liabilities	(3,168)		(183)
Net cash used in operating activities	(18,986)		(25,004)
Cash flows from investing activities:
Purchase of marketable securities	(76,907)		(91,081)
Maturities of marketable securities	85,700		111,700
Cash received from held for sale assets	418		541
Net cash provided by investing activities	9,211		21,160
Cash flows from financing activities:
Proceeds from at-the-market offering, net of $0.3 million in issuance costs	6,611		—
Proceeds from exercise of stock options	475		—
Loan agreement closing costs	(172)		—
Net cash provided by financing activities	6,914		—
Net decrease in cash, cash equivalents and restricted cash	(2,861)		(3,844)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	64		(71)
Cash, cash equivalents and restricted cash—beginning of period	10,635		10,696
Cash, cash equivalents and restricted cash—end of period	$	7,838	$	6,781
Supplemental disclosure of cash flow information:
Cash paid for interest	$	2,275	$	3,482


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
In-process research and development	$	10,000	$	—	$	10,000	$	—
AXN-2510/IMM2510	6,597		—		11,312		—
Other program expenses(1)(2)	146		2,689		802		9,692
General and administrative(1)	6,145		9,964		14,756		21,647
Restructuring and impairment charges	540		508		16,622		4,783
Depreciation	12		974		510		1,968
Interest income	(1,044)		(1,919)		(2,219)		(3,981)
Interest expense	1,582		1,999		2,680		3,980
Other (income) expense, net	(2,584)		702		(4,869)		1,130
Segment and consolidated net loss	$	21,394	$	14,917	$	49,594	$	39,219


	June 30, 2025		December 31, 2024
Prepaid general and administrative	$	1,641	$	1,316
Prepaid research and development	717		4,146
Tax-related receivable	805		2,622
Prepaid contract research organization expenses	—		282
Other current assets	154		959
Total prepaid and other current assets	$	3,317	$	9,325


	June 30, 2025		December 31, 2024
Land	$	—	$	31,243
Building	—		102,433
Office and computer equipment	509		509
Total property, plant and equipment, gross	509		134,185
Less: accumulated depreciation	(359)		(4,779)
Total property, plant and equipment, net	$	150	$	129,406


	June 30, 2025		December 31, 2024
Accrued compensation and benefits	$	1,356	$	2,691
Accrued operational expenses	410		582
Accrued restructuring costs	155		2,073
Accrued research, development and clinical trial expenses	952		209
Accrued in process research and development	10,000		—
Operating lease liabilities, current	456		1,682
Total accrued expenses and other current liabilities	$	13,329	$	7,237


	As of June 30, 2025
	Level 1		Level 2		Level 3		Total
	(In thousands)
Financial Assets
Money market funds	$	5,593	$	—	$	—	$	5,593
U.S. Treasury bills	—		95,794		—		95,794
Total	$	5,593	$	95,794	$	—	$	101,387
Financial Liabilities
Contingent consideration	$	—	$	—	$	948	$	948

	As of December 31, 2024
	Level 1		Level 2		Level 3		Total
	(In thousands)
Financial Assets
Money market funds	$	5,632	$	—	$	—	$	5,632
U.S. Treasury bills	—		104,510		—		104,510
Total	$	5,632	$	104,510	$	—	$	110,142
Financial Liabilities
Contingent consideration	$	—	$	—	$	948	$	948


	December 31, 2024
	Maturity	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
U.S. Treasury bills	Less than one year	$	104,445	$	99	$	(34)	$	104,510


	June 30, 2025
2025 (remaining six months)	$	4,484
2026	8,968
2027	8,968
2028	8,968
2029	8,968
2030 and thereafter	85,941
Total	$	126,297


	June 30, 2025		December 31, 2024
Principal amount	$	85,600	$	85,600
Unamortized debt issuance cost	(1,180)		(1,413)
Net carrying amount	$	84,420	$	84,187


	June 30, 2025		December 31, 2024
Weighted-average remaining lease term (in years)	0.86		1.70
Weighted-average discount rate	6.75	%	6.75	%


	Employee Benefits		Contract Terminations		Total
Restructuring liability as of December 31, 2024	$	131	$	1,942	$	2,073
Payments	(131)		(1,300)		(1,431)
Adjustments	—		(487)		(487)
Total restructuring liability as of June 30, 2025	$	—	$	155	$	155


	Three Months Ended June 30,				Change
	2025		2024		$
Operating expenses:
In-process research and development	$	10,000	$	—	$	10,000
Research and development	6,743		2,921		3,822
General and administrative	6,157		10,706		(4,549)
Restructuring and impairment charges	540		508		32
Total operating expenses	23,440		14,135		9,305
Loss from operations	(23,440)		(14,135)		(9,305)
Interest income	1,044		1,919		(875)
Interest expense	(1,582)		(1,999)		417
Other rental income	2,242		—		2,242
Other income (expense), net	342		(702)		1,044
Net loss	$	(21,394)	$	(14,917)	$	(6,477)


Exhibit Number						Description of Exhibit
3.1						Amended and Restated Certificate of Incorporation, as amended (incorporated herein by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K (File No. 001-40215), filed with the SEC on March 21, 2024).
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).
4.1						Second Amended and Restated Investors’ Rights Agreement, by and among the Company and certain of its stockholders, dated December 30, 2020 (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-253620), filed with the SEC on February 26, 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 the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 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 Condensed Consolidated Statements of Stockholders’ Equity, (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.

August 13, 2025	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)


1.			I have reviewed this Quarterly Report on Form 10-Q of Instil Bio, Inc.;


2.			Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.			Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.			The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


			(a)			Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


			(b)			Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


			(c)			Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


			(d)			Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


			(a)			All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and


			(b)			Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.




/s/ Bronson Crouch
Bronson Crouch
Chief Executive Officer (Principal Executive Officer)




/s/ Sandeep Laumas
Sandeep Laumas
Chief Financial Officer (Principal Financial Officer)


			1.			The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended (the “Exchange Act”); and


			2.			The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



/s/ Bronson Crouch
Name: Bronson Crouch
Title: Chief Executive Officer (Principal Executive Officer)