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United States securities and exchange commission logo
March 12, 2021
Bronson Crouch
Chief Executive Officer
Instil Bio, Inc.
3963 Maple Avenue, Suite 350
Dallas, TX 75219
Re: Instil Bio, Inc.
Registration
Statement on Form S-1
Filed February 26,
2021
File No. 333-253620
Dear Mr. Crouch:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed February 26, 2021
Capitalization, page 83
1. It appears that your
total capitalization reflected in the Actual column should be $292,367
rather than $252,768.
If you continue to believe that your capitalization is $252,768 please
provide us with your
calculation.
Dilution, page 85
2. Historical net tangible
book value (deficit) should exclude convertible preferred stock
classified outside of
equity. Please revise the calculation or advise as to the
appropriateness of your
calculation.
Bronson Crouch
Instil Bio, Inc.
March 12, 2021
Page 2
Stock-Based Compensation, page 97
3. Please update the table of stock options to include the estimated fair
value for the grant
issuances in 2021. Please quantify the amount of the stock compensation
expense you
expect to recognize for these grants in 2021.
Critical Accounting Policies and Estimates
Stock Valuations, page 98
4. Please refer to your response to comment 11 of our letter dated February
5, 2021. Please
provide us with your analysis of the reassessed fair value of common
stock related to the
options granted in 2021. Please explain the difference between the fair
value of common
stock in 2021 and the estimated offering price.
Financial Statements
Note 5. Transactions With Immetacyte, page F-18
5. We see that you acquired Immetacyte for a total purchase price of $15.4
million in March
2020 and it appears to have a significant impact on your business. Please
tell us your
consideration of the significance tests outlined in Rule 8-04 of
Regulation S-X and tell us
how you concluded you did not need to provide audited financial
statements of the
acquiree. As part of your response provide us with the results of your
significance tests.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Julie Sherman at 202-551-3640 or Vanessa Robertson at
202-551-
3649 if you have questions regarding comments on the financial statements and
related
matters. Please contact Alan Campbell at 202-551-4224 or Celeste Murphy at
202-551-
3257 with any other questions.
Sincerely,
FirstName LastNameBronson Crouch
Division of
Corporation Finance
Comapany NameInstil Bio, Inc.
Office of Life
Sciences
March 12, 2021 Page 2
cc: Madison A. Jones
FirstName LastName