til-20250328

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On March 28, 2025, Instil Bio, Inc. (the “Company”) entered into an Open Market Sale AgreementSM (the “Sales Agreement”) with Jefferies LLC (the “Agent”), pursuant to which the Company may sell from time to time, at its option, shares of the Company’s common stock through the Agent, as sales agent or principal. The issuance and sale, if any, of shares of the Company’s common stock under the Sales Agreement will be pursuant to the Company’s registration statement on Form S-3 (File No. 333-283205), which became effective on November 21, 2024, and the related prospectus supplement dated March 28, 2025 and accompanying base prospectus (the “Prospectus”), in each case filed with the U.S. Securities and Exchange Commission (the “SEC”). In accordance with the terms of the Sales Agreement, under the Prospectus, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $100.0 million from time to time through the Agent.

The sale, if any, of shares of the Company’s common stock under the Sales Agreement will be made by any method permitted that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on The Nasdaq Capital Market or any other trading market for the Company’s common stock. Subject to the terms and conditions of the Sales Agreement, the Agent will use its commercially reasonable efforts consistent with its normal sales and trading practices to sell the shares of the Company’s common stock from time to time, based upon the Company’s instructions.

The compensation payable to the Agent as sales agent shall be 3.0% of the gross sales price per share sold through it pursuant to the Sales Agreement. In addition, the Company will reimburse the Agent for certain expenses incurred in connection with the Sales Agreement, and the Company has agreed in the Sales Agreement to provide indemnification and contribution to the Agent against certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended.

The Company is not obligated to make any sales of shares of common stock under the Sales Agreement. The offering of common stock pursuant to the Sales Agreement will terminate upon (a) the sale of the maximum dollar value of common stock permitted to be sold pursuant to the Sales Agreement or (b) ten trading days’ advance notice from the Company or the Agent to the other party.

The Sales Agreement is attached to this Current Report on Form 8-K as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the material terms of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement.

The representations, warranties and covenants contained in the Sales Agreement were made solely for the benefit of the parties to the Sales Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Sales Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Sales Agreement and not to provide investors with any other factual information regarding the Company or its business and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the common stock discussed herein, nor shall there be any offer, solicitation, or sale of the common stock in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.


Exhibit No.			Description
1.1			Open Market Sale AgreementSM, by and between the Company and Jefferies LLC, dated March 28, 2025.
5.1			Opinion of Cooley LLP.
23.1			Consent of Cooley LLP (contained in Exhibit 5.1).
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

Instil Bio, Inc.

Dated: March 28, 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)


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)