[8-K] Instil Bio, Inc. Reports Material Event

Rhea-AI Filing Summary

Instil Bio, Inc. furnished an 8-K reporting a corporate update and its financial results for the quarter ended June 30, 2025. The company said the details appear in a press release filed as Exhibit 99.1 to the 8-K and that the information is being furnished (not "filed") under the Securities Exchange Act. No financial figures, operational details, or other substantive results are included in the 8-K text itself; readers are directed to the attached press release for the actual results.

Insights

Securities Analyst

TL;DR: Company furnished quarterly results via a press release; 8-K contains no numeric details.

The 8-K serves primarily as a conduit noting that a press release (Exhibit 99.1) contains the company's corporate update and quarter-end results for June 30, 2025. The filing explicitly states the exhibit is being furnished, which limits Exchange Act Section 18 liabilities and indicates the company has not incorporated those statements into other filings by reference. Because the 8-K text contains no revenue, earnings, guidance, or other financial metrics, the filing itself has limited informational value for investors until the exhibit's contents are reviewed.

Corporate Governance Expert

TL;DR: Procedural disclosure only; emphasizes furnished status of press release.

The filing follows standard practice of furnishing a press release as Exhibit 99.1 and clarifies legal treatment of that disclosure. This helps manage legal exposure but does not convey material operational changes or executive actions within the 8-K text. Materiality depends entirely on the attached exhibit; the 8-K itself is administrative.

FALSE000178976900017897692025-08-132025-08-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 13, 2025

Instil Bio, Inc.

(Exact name of registrant as specified in its Charter)

 

Delaware			001-40215			83-2072195
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

 

3963 Maple Avenue, Suite 350 Dallas, Texas						75219
(Address of Principal Executive Offices)						(Zip Code)

(972) 499-3350

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.000001 par value

TIL

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐  

Item 2.02 Results of Operations and Financial Condition.

On August 13, 2025, Instil Bio, Inc. (the “Company”) provided a corporate update and announced its financial results for the quarter ended June 30, 2025 in the press release attached hereto as Exhibit 99.1, which is incorporated herein by reference.

The information in this Item 2.02, including the attached Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
Exhibit No.						Description
99.1						Press release, dated August 13, 2025
104						The cover page of this report has been formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Instil Bio, Inc.

Dated: August 13, 2025

By:

/s/ Sandeep Laumas, M.D.

Sandeep Laumas, M.D.

Chief Financial Officer and Chief Business Officer (Principal Financial Officer and Principal Accounting Officer)