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

Date of Report (Date of earliest event reported): December 7, 2023
Instil Bio, Inc.
(Exact name of registrant as specified in its Charter)
(State or Other Jurisdiction
of Incorporation)
File Number)
(IRS Employer
Identification No.)
3963 Maple Avenue, Suite 350
Dallas, Texas
(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
 Name of each exchange on which registered
Common Stock, $0.000001 par valueTILThe 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 7, 2023, Instil Bio, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a certificate of amendment to its amended and restated certificate of incorporation (the “Charter Amendment”) to effect the previously disclosed 1-for-20 reverse stock split of the Company’s common stock (the “Reverse Stock Split”). The Reverse Stock Split became effective at 5:00 p.m. Eastern Time on December 7, 2023 (the “Effective Time”).

The Charter Amendment provides that, at the Effective Time, every 20 issued and outstanding shares of the Company’s common stock were automatically combined into one issued and outstanding share of common stock. The par value per share of the common stock remained unchanged at $0.000001. Fractional shares were not issued in connection with the Reverse Stock Split. Stockholders who were otherwise entitled to receive a fractional share received a proportional cash payment. The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s relative interest in the Company’s equity securities, except for any adjustments for fractional shares. As a result of the Reverse Stock Split, proportionate adjustments were made to the number of shares underlying, and the exercise or conversion prices of, the Company’s outstanding stock options and to the number of shares of common stock issuable under the Company’s equity incentive plans. The Reverse Stock Split did not reduce the number of authorized shares of the Company’s common stock, which remains at 300,000,000.

The foregoing summary is qualified in its entirety by reference to the Charter Amendment, which is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits

(d) Exhibits.

104Cover Page Interactive Data File (embedded within the Inline XBRL document)


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:December 8, 2023  By: /s/ Sandeep Laumas, M.D.
   Sandeep Laumas, M.D.
   Chief Financial Officer and Chief Business Officer
(Principal Financial Officer and Principal Accounting Officer)


12 Months Ended
Dec. 07, 2023
Dec. 31, 2023
Cover [Abstract]    
Document Type 8-K  
Entity Registrant Name Instil Bio, Inc.  
Entity Incorporation, State or Country Code DE  
Entity File Number 001-40215  
Entity Tax Identification Number 83-2072195  
Entity Address, Address Line One 3963 Maple Avenue, Suite 350  
Entity Address, City or Town Dallas  
Entity Address, State or Province TX  
Entity Address, Postal Zip Code 75219  
City Area Code 972  
Local Phone Number 499-3350  
Written Communications false  
Soliciting Material false  
Pre-commencement Tender Offer false  
Pre-commencement Issuer Tender Offer false  
Title of 12(b) Security Common Stock, $0.000001 par value  
Trading Symbol TIL  
Security Exchange Name NASDAQ  
Entity Emerging Growth Company true  
Entity Ex Transition Period false  
Amendment Flag false  
Entity Central Index Key 0001789769  
Current Fiscal Year End Date   --12-31
Document Period End Date Dec. 07, 2023  

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