Instil Bio, Inc 10-Q for FY2026 Q2

Instil Bio, Inc. (TIL)

10-Q 2026-08-13 For: 2026-06-30

Added on August 13, 2026

About this 10-Q

Instil Bio, Inc filed this 10-Q on August 13, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).

Headline figures

Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $4.3M; compared with a net loss of $21.39M a year earlier
Diluted EPS: -$0.63; compared with -$3.24 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
6,781,976 shares of Common Stock, $0.000001 par value per share			August 11, 2026


			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			22
Item 3. Quantitative and Qualitative Disclosures About Market Risk			33
Item 4. Controls and Procedures			33
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			35
Item 3. Defaults Upon Senior Securities			35
Item 4. Mine Safety Disclosures			35
Item 5. Other Information			35
Item 6. Exhibits			36
Signatures			37


	June 30, 2026		December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	5,541	$	6,638
Restricted cash	254		166
Marketable securities	64,137		69,491
Prepaid expenses and other current assets	1,673		3,038
Assets held for sale	—		112,096
Total current assets	71,605		191,429
Property, plant and equipment, net	111,778		126
Operating lease right-of-use assets	2,149		238
Accrued rent receivable	8,271		7,664
Other long-term assets	3,909		4,066
Total assets	$	197,712	$	203,523
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	795	$	779
Accrued expenses and other current liabilities	2,510		4,064
Total current liabilities	3,305		4,843
Operating lease liabilities, non-current	1,835		—
Loan payable	85,192		84,806
Other long-term liabilities	—		8
Total liabilities	90,332		89,657
Commitments and contingencies (Note 9)
Stockholders’ equity:
Preferred stock, par value $0.000001 per share; 10,000,000 shares authorized; zero shares issued and outstanding as of June 30, 2026, and December 31, 2025	—		—
Common stock, par value $0.000001 per share; 300,000,000 shares authorized; 6,781,976 shares issued and outstanding as of June 30, 2026, and December 31, 2025	—		—
Additional paid-in capital	842,958		840,937
Accumulated other comprehensive loss	(587)		(583)
Accumulated deficit	(734,991)		(726,488)
Total stockholders’ equity	107,380		113,866
Total liabilities and stockholders’ equity	$	197,712	$	203,523


☒			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,
	2026		2025		2026		2025
Operating expenses:
In-process research and development	$	—	$	10,000	$	—	$	10,000
Research and development	270		6,743		939		12,114
General and administrative	5,130		6,157		10,479		15,266
Restructuring and impairment charges, net	181		540		1,173		16,622
Total operating expenses	5,581		23,440		12,591		54,002
Loss from operations	(5,581)		(23,440)		(12,591)		(54,002)
Interest income	632		1,044		1,310		2,219
Interest expense	(1,582)		(1,582)		(3,134)		(2,680)
Other rental income	2,242		2,242		4,484		4,484
Gain on contract termination	—		—		1,620		—
Other (expense) income, net	(10)		342		(192)		385
Net loss	(4,299)		(21,394)		(8,503)		(49,594)
Other comprehensive loss:
Foreign currency translation	(13)		(314)		118		(473)
Unrealized loss on available-for-sale securities, net	(42)		(40)		(122)		(104)
Net comprehensive loss	$	(4,354)	$	(21,748)	$	(8,507)	$	(50,171)
Net loss per share:
Basic and Diluted	$	(0.63)	$	(3.24)	$	(1.25)	$	(7.55)
Weighted-average shares used in computing net loss per share:
Basic and Diluted	6,781,976		6,596,975		6,781,976		6,564,994


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount				Loss
Balance - December 31, 2025	6,781,976	$	—	$	840,937	$	(583)	$	(726,488)	$	113,866
Stock-based compensation	—	—		985		—		—		985
Net loss	—	—		—		—		(4,204)		(4,204)
Other comprehensive income	—	—		—		51		—		51
Balance - March 31, 2026	6,781,976	—		841,922		(532)		(730,692)		110,698
Stock-based compensation	—	—		1,036		—		—		1,036
Net loss	—	—		—		—		(4,299)		(4,299)
Other comprehensive loss	—	—		—		(55)		—		(55)
Balance - June 30, 2026	6,781,976	$	—	$	842,958	$	(587)	$	(734,991)	$	107,380


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
In-process research and development	$	—	$	10,000	$	—	$	10,000
AXN-2510	269		6,597		928		11,312
Other program expenses(1)	1		146		11		802
General and administrative(2)	4,881		6,145		10,219		14,756
Restructuring and impairment charges, net	181		540		1,173		16,622
Depreciation	249		12		260		510
Interest income	(632)		(1,044)		(1,310)		(2,219)
Interest expense	1,582		1,582		3,134		2,680
Gain on contract termination	—		—		(1,620)		—
Other income, net	(2,232)		(2,584)		(4,292)		(4,869)
Segment and consolidated net loss	$	4,299	$	21,394	$	8,503	$	49,594


	June 30, 2026		December 31, 2025
Prepaid general and administrative	$	1,347	$	1,170
Prepaid research and development	61		441
Tax-related receivable	26		848
Prepaid contract research organization expenses	163		431
Other current assets	76		148
Total prepaid and other current assets	$	1,673	$	3,038


	June 30, 2026		December 31, 2025
Land	$	20,400	$	—
Building	91,515		—
Office furniture and computer equipment	501		509
Total property, plant and equipment, gross	112,416		509
Less: accumulated depreciation	(638)		(383)
Total property, plant and equipment, net	$	111,778	$	126


	June 30, 2026		December 31, 2025
Accrued compensation and benefits	$	1,275	$	2,517
Accrued operational expenses	320		43
Accrued restructuring costs	155		155
Accrued research, development and clinical trial expenses	367		977
Operating lease liabilities, current	393		372
Total accrued expenses and other current liabilities	$	2,510	$	4,064


	As of June 30, 2026
	Level 1		Level 2		Level 3		Total
	(In thousands)
Financial Assets
Money market funds	$	2,826	$	—	$	—	$	2,826
U.S. Treasury bills	—		64,137		—		64,137
Total	$	2,826	$	64,137	$	—	$	66,963

	As of December 31, 2025
	Level 1		Level 2		Level 3		Total
	(In thousands)
Financial Assets
Money market funds	$	4,339	$	—	$	—	$	4,339
U.S. Treasury bills	—		69,491		—		69,491
Total	$	4,339	$	69,491	$	—	$	73,830


	June 30, 2026
	Maturity	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
U.S. Treasury bills	Less than one year	$	64,207	$	2	$	(72)	$	64,137


	June 30, 2026		December 31, 2025
Weighted-average remaining lease term (in years)	4.68		0.70
Weighted-average discount rate	6.36	%	6.75	%


	June 30, 2026
2026 (remaining six months)	$	329
2027	514
2028	527
2029	540
2030	553
2031 and thereafter	186
Total future lease payments	2,649
Less: imputed interest	421
Total lease liability balance	2,228
Less: current portion of operating lease liabilities	393
Total operating lease liabilities, non-current	$	1,835


	June 30, 2026
2026 (remaining six months)	$	4,484
2027	8,968
2028	8,968
2029	8,968
2030	8,968
2031 and thereafter	76,974
Total	$	117,330


	June 30, 2026		December 31, 2025
Principal amount	$	85,600	$	85,600
Unamortized debt issuance cost	(408)		(794)
Net carrying amount	$	85,192	$	84,806


	Employee Benefits		Contract Terminations		Total
Restructuring liability as of December 31, 2025	$	—	$	155	$	155
Additions	992		—		992
Payments	(992)		—		(992)
Restructuring liability as of June 30, 2026	$	—	$	155	$	155


	Three Months Ended June 30,				Change
	2026		2025		$
Operating expenses:
In-process research and development	$	—	$	10,000	$	(10,000)
Research and development	270		6,743		(6,473)
General and administrative	5,130		6,157		(1,027)
Restructuring and impairment charges, net	181		540		(359)
Total operating expenses	5,581		23,440		(17,859)
Loss from operations	(5,581)		(23,440)		17,859
Interest income	632		1,044		(412)
Interest expense	(1,582)		(1,582)		—
Other rental income	2,242		2,242		—
Other (expense) income, net	(10)		342		(352)
Net loss	$	(4,299)	$	(21,394)	$	17,095


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).
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, 2026 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, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) 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, 2026	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)



/s/ Sandeep Laumas
Name: Sandeep Laumas
Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)