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United States securities and exchange commission logo
February 24, 2021
Bronson Crouch
Chief Executive Officer
Instil Bio, Inc.
3963 Maple Avenue, Suite 350
Dallas, TX 75219
Re: Instil Bio, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted February
12, 2021
CIK 0001789769
Dear Mr. Crouch:
We have reviewed your amended draft registration statement and
have the following
comment. In our comment, we may ask you to provide us with information
so we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comment applies to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to this
comment and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary
Overview, page 1
1. We note your response
to prior comment 6 and re-issue. The term "significant" unmet
medical need similarly
implies that your products are eligible for fast track designation or
priority review granted
by the FDA for products that treat certain serious unmet medical
needs. You may state,
if true, that you are targeting indications with "unmet medical
need."
Bronson Crouch
Instil Bio, Inc.
February 24, 2021
Page 2
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
February 24, 2021 Page 2
cc: Madison A. Jones
FirstName LastName