Instil Bio, Inc 10-Q for FY2021 Q2

Instil Bio, Inc. (TIL)

10-Q 2021-08-12 For: 2021-06-30

Added on April 07, 2026

About this 10-Q

Instil Bio, Inc filed this 10-Q on August 12, 2021, covering the quarter ended June 30, 2021 (FY2021 Q2).

Headline figures

Quarter ended June 30, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $0; compared with $42K a year earlier
Net loss: $35.31M; compared with a net loss of $9.2M a year earlier
Diluted EPS: -$0.27; compared with -$0.55 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
128,761,873 shares of Common Stock, $0.000001 par value per share			August 10, 2021


			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 Convertible Preferred Stock and Stockholders’ Equity (Deficit)			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			32
Item 4. Controls and Procedures			32
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			98
Item 3. Defaults Upon Senior Securities			98
Item 4. Mine Safety Disclosures			98
Item 5. Other Information			98
Item 6. Exhibits			99
Signatures			100


	June 30, 2021		December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	566,725	$	241,714
Prepaid expenses and other current assets	7,736		4,424
Total current assets	574,461		246,138
Property, plant and equipment, net	78,576		55,341
Intangibles	10,104		10,104
Goodwill	5,722		5,722
Other long-term assets	3,807		1,707
Total assets	$	672,670	$	319,012
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	5,225	$	3,495
Accrued expenses and other current liabilities	16,515		8,402
Contingent consideration, current portion	2,104		1,384
Total current liabilities	23,844		13,281
Contingent consideration, net of current portion	10,136		10,893
Deferred tax liabilities	2,110		2,471
Other long-term liabilities	1,108		—
Total liabilities	37,198		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 June 30, 2021, and December 31, 2020, respectively; 0 and 70,176,046 shares issued and outstanding as of June 30, 2021, and December 31, 2020, respectively; $0 and $328,200 aggregate liquidation preference as of June 30, 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 June 30, 2021, and December 31, 2020, respectively, 128,743,123 and 20,591,554 shares issued and outstanding as of June 30, 2021, and December 31, 2020, respectively	—		—
Additional paid-in capital	739,044		5,607
Accumulated other comprehensive loss	(210)		(283)
Accumulated deficit	(103,362)		(44,923)
Total stockholders’ equity (deficit)	635,472		(39,599)
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)	$	672,670	$	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 June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Revenue	$	—	$	42	$	—	$	87
Operating expenses:
Research and development	21,186		2,237		35,610		4,245
General and administrative	14,195		2,398		23,174		4,298
Total operating expenses	35,381		4,635		58,784		8,543
Loss from operations	(35,381)		(4,593)		(58,784)		(8,456)
Interest and other expense, net	(89)		(4,609)		(18)		(4,835)
Loss before income tax benefit	$	(35,470)	$	(9,202)	$	(58,802)	$	(13,291)
Income tax benefit	159		—		363		—
Net loss	$	(35,311)	$	(9,202)	$	(58,439)	$	(13,291)
Other comprehensive income (loss):
Foreign currency translation	43		3		73		(31)
Net comprehensive loss	$	(35,268)	$	(9,199)	$	(58,366)	$	(13,322)
Net loss per share, basic and diluted	$	(0.27)	$	(0.55)	$	(0.71)	$	(0.89)
Weighted-average shares used in computing net loss per share, basic and diluted	128,743,123		16,846,552		82,478,284		14,942,479


	Convertible Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive		Accumulated Deficit		Total Stockholders’ Equity (Deficit)
	Shares	Amount		Shares	Amount				Loss
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
Issuance of common stock from exercises of stock options	—	—		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
Deferred financing costs in connection with initial public offering	—	—		—	—		(158)		—		—		(158)
Stock-based compensation	—	—		—	—		5,745		—		—		5,745
Net loss	—	—		—	—		—		—		(35,311)		(35,311)
Foreign currency translation	—	—		—	—		—		43		—		43
Balance—June 30, 2021	—	$	—	128,743,123	$	—	$	739,044	$	(210)	$	(103,362)	$	635,472


	Six Months Ended June 30,
	2021		2020
Cash flows from operating activities:
Net loss	$	(58,439)	$	(13,291)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on issuance of Series A convertible preferred stock	—		4,400
Stock-based compensation	8,557		961
Foreign exchange remeasurement loss	45		57
(Gain) loss on change in fair value of contingent consideration	(37)		197
Depreciation and amortization	1,095		41
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(2,778)		1,828
Other long-term assets	(1,531)		(8)
Accounts payable	1,995		(886)
Accrued expenses and other liabilities	1,140		1,143
Net cash used in operating activities	(49,953)		(5,558)
Cash flows from investing activities:
Purchases of property, plant and equipment	(17,622)		(1,243)
Business acquisition, net of cash acquired	—		(306)
Net cash used in investing activities	(17,622)		(1,549)
Cash flows from financing activities:
Proceeds from initial public offering, net of issuance costs	339,016		—
Proceeds from issuance of convertible preferred stock, net of issuance costs	52,460		179,795
Proceeds from exercise of stock options	1,438		6
Other financing activities	(69)		62
Net cash provided by financing activities	392,845		179,863
Net increase in cash and cash equivalents	325,270		172,756
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(259)		194
Cash, cash equivalents and restricted cash—beginning of period	241,764		8,895
Cash, cash equivalents and restricted cash—end of period	$	566,775	$	181,845

Supplemental disclosure of noncash information:
Conversion of preferred stock to common stock upon IPO	$	384,426	$	—
Purchases of property, plant and equipment in accounts payable and accrued liabilities	$	9,634	$	168
Business acquisition through issuance of common stock and contingent consideration payable	$	—	$	14,592


	June 30, 2021		December 31, 2020
Prepaid research and development expenses	$	2,647	$	761
Prepaid general and administration expenses	1,929		420
Grant receivable	887		571
U.K. research and development tax and expenditure credits	1,876		799
Other receivables	397		1,803
Other assets	—		70
Total prepaid expenses and other current assets	$	7,736	$	4,424


	June 30, 2021		December 31, 2020
Land	$	31,243	$	31,243
Building	6,309		6,309
Laboratory equipment	13,050		6,590
Manufacturing equipment	1,748		2,355
Office and computer equipment	2,153		1,510
Leasehold improvements	1,436		1,312
Construction work-in-progress	23,985		6,328
Total property, plant and equipment, gross	79,924		55,647
Less: accumulated depreciation	(1,348)		(306)
Total property, plant and equipment, net	$	78,576	$	55,341


	June 30, 2021		December 31, 2020
Deferred rent	$	2,183	$	509
Prepaid research and development expenses	1,475		603
Security deposit	99		29
Restricted cash	50		50
Deferred offering costs	—		516
Total other long-term assets	$	3,807	$	1,707


	June 30, 2021		December 31, 2020
Accrued compensation and benefits	$	6,428	$	3,983
Accrued construction costs	4,753		302
Accrued research and development expenses	4,052		1,616
Accrued operational expenses	863		1,589
Current tax liabilities	226		631
Other current liabilities	193		281
Total accrued expenses and other current liabilities	$	16,515	$	8,402


Cash consideration	$	779
Common stock of 5,640,000 shares at an estimated fair value of $0.58 per share	3,243
Contingent consideration	11,349
Total consideration	$	15,371


	As of June 30, 2021
	Level 1		Level 2		Level 3		Total
	(In thousands)
Financial Assets
Money market funds	$	559,841	$	—	$	—	$	559,841
Financial Liabilities
Contingent consideration	$	—	$	—	$	12,240	$	12,240

	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


	Six Months Ended June 30, 2021
Fair value, beginning balance	$	12,277
Change due to expected date of first milestone payment	(37)
Fair value, ending balance	$	12,240


	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	$	1,015
2022	2,120
2023	1,988
2024	1,810
2025 and thereafter	2,368
Total	$	9,301


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 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)	(8,270,387)	8,270,387	$	9.25
Options forfeited	48,000	(48,000)	$	4.74
Options exercised	—	(3,690,620)	$	0.39
Balance, June 30, 2021	10,654,850	19,863,690	$	4.38	9.21	$	298,310
Exercisable, June 30, 2021		2,286,626	$	1.18	8.48	$	41,493
Vested and expected to vest, June 30, 2021		2,286,626	$	1.18	8.48	$	41,493


	Three months ended June 30,				Six months ended June 30,
	2021		2020		2021		2020
Research and development expense	$	2,043	$	124	$	3,448	$	128
General and administrative expense	3,702		775		5,109		833
Total stock-based compensation expense	$	5,745	$	899	$	8,557	$	961


	June 30,
	2021	2020
Convertible preferred stock	—	59,600,523
Stock options to purchase common stock	19,863,690	9,541,349
Total	19,863,690	69,141,872


	Three Months Ended June 30,				Change
	2021		2020		$
Revenue	$	—	$	42	$	(42)
Operating expenses:
Research and development	21,186		2,237		18,949
General and administrative	14,195		2,398		11,797
Total operating expenses	35,381		4,635		30,746
Loss from operations	(35,381)		(4,593)		(30,788)
Interest and other expense, net	(89)		(4,609)		4,520
Loss before income tax expense	$	(35,470)	$	(9,202)	$	(26,268)
Income tax benefit	159		—		159
Net loss	$	(35,311)	$	(9,202)	$	(26,109)


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).
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 June 30, 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.

August 12, 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)