Instil Bio, Inc. SEC Filings

Instil Bio, Inc. director George Matcham received a grant of stock options covering 6,500 shares of common stock at an exercise price of $7.93 per share. The options were awarded at no purchase price and will vest in 12 substantially equal monthly installments starting on July 11, 2026, subject to his continuous service. Any unvested portion will vest in full at the next annual stockholder meeting, or upon his death, disability, or a change in control, as defined in the company’s 2021 Equity Incentive Plan. Following this grant, he holds 6,500 stock options directly.

Instil Bio director Neil W. Gibson received a stock option grant as compensation. The award covers 6,500 shares of common stock at an exercise price of $7.93 per share and expires on June 10, 2036. The option vests in 12 monthly installments starting July 11, 2026, with accelerated vesting upon the next annual stockholder meeting, death, disability, or a change in control, if he remains in continuous service.

Instil Bio, Inc. director Gwendolyn Binder received a grant of stock options covering 6,500 shares of common stock, with an exercise price of $7.93 per share. These options are compensation, not an open-market purchase, and give her the right to buy shares in the future.

The options vest in 12 substantially equal monthly installments starting on July 11, 2026, as long as she maintains Continuous Service under the company’s 2021 Equity Incentive Plan. Any unvested portion will vest fully at the next annual stockholder meeting, and the options also fully vest upon her death, Disability, or a Change in Control. The options expire on June 10, 2036.

Instil Bio, Inc. reported the results of its 2026 Annual Meeting of Stockholders. Of 6,781,976 common shares outstanding as of the record date, 5,757,919 shares, or approximately 84.9%, were present or represented by proxy, indicating strong shareholder participation.

Stockholders elected Class II directors George Matcham and Neil Gibson to serve until the 2029 Annual Meeting. Matcham received 3,683,114 votes for and 742,925 withheld, while Gibson received 3,603,901 votes for and 822,138 withheld; each had 1,331,880 broker non-votes. Stockholders also ratified the selection of RSM US LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 5,750,869 votes for, 6,911 against and 139 abstentions.

Instil Bio, Inc. reported a much smaller net loss of $4.2 million for the quarter ended March 31, 2026, compared with $28.2 million a year earlier, as total operating expenses fell to $7.0 million from $30.6 million following major restructuring and the discontinuation of AXN-2510.

The company held $74.7 million in cash, cash equivalents, restricted cash and marketable securities and generated $2.2 million in rental income from its Tarzana facility, carried at $112.1 million as assets held for sale. Instil has an $85.6 million term loan maturing in January 2027, exceeding its liquid assets, which management identified as an indicator of substantial doubt about its ability to continue as a going concern. Management plans to exercise a contractual option to extend the loan to January 2028 and may refinance, sell the Tarzana facility, or raise additional equity or debt, and concluded these plans alleviate that substantial doubt.

Instil Bio reported first quarter 2026 results showing a much smaller loss and a solid cash position while it evaluates potential acquisitions and in-licensing opportunities for new therapeutics. As of March 31, 2026, the company held about $74.7 million in cash, cash equivalents, restricted cash and marketable securities and expects this to fund its current operating plan beyond 2027.

Net loss for the quarter was $4.2 million, or $0.62 per share, compared with $28.2 million, or $4.32 per share, a year earlier. On a non-GAAP basis, excluding stock-based compensation and restructuring and impairment charges, net loss was $2.2 million, or $0.32 per share, versus $8.6 million, or $1.32 per share.

Operating expenses declined sharply, with research and development at $0.7 million, general and administrative at $5.3 million, and restructuring and impairment charges at $1.0 million, all down significantly from the prior year period. Management highlighted an ongoing strategic shift toward building a focused pipeline through externally sourced assets, while cautioning there is no assurance any transaction will occur.

Instil Bio, Inc. is holding its 2026 Annual Meeting on June 11, 2026 at its Dallas headquarters. Stockholders will vote on electing two Class II directors, George Matcham and Neil Gibson, to serve until the 2029 meeting and on ratifying RSM US LLP as the new independent registered public accounting firm for 2026, following the Audit Committee’s April 1, 2026 decision to replace Deloitte & Touche LLP. Only holders of 6,781,976 common shares outstanding as of April 13, 2026 may vote, with one vote per share. The proxy also details board independence, committee structure, executive and director pay, ownership concentrations and change‑in‑control severance protections for senior management.

Instil Bio, Inc. is changing its independent auditor. The Audit Committee appointed RSM US LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, replacing Deloitte & Touche LLP, which was dismissed effective April 1, 2026.

Deloitte’s reports on the 2024 and 2025 consolidated financial statements contained no adverse opinions, disclaimers, or qualifications. The company reports no disagreements with Deloitte on accounting, disclosure, or audit scope, and no reportable events. Instil Bio also states it has not previously consulted RSM on accounting matters described in Regulation S‑K Item 304(a)(2).