aibioInstil Bio sets up $100 million at-the-market stock sale program with Jefferies
Tickers TIL
Instil Bio signed a $100 million at-the-market sales agreement with Jefferies, which earns 3.0 percent of gross sales. The last reported sale price before the filing was $19.36, and the lead drug's clinical data come from a partner's small Chinese trial.
Key facts
- Company
- Instil Bio, Inc. (NASDAQ: TIL)
- News type
- Financings
- Primary source
- Instil Bio, Inc. 424B5 (2025-03-31)
The sales agreement
Instil Bio, Inc. (Nasdaq: TIL) entered into an Open Market Sale Agreement with Jefferies LLC on March 28, 2025. Under it, the company may sell common stock with an aggregate offering price of up to $100,000,000 from time to time. Jefferies may act as sales agent or as principal. The sales are at-the-market offerings, meaning shares are sold into the market over time at prevailing prices rather than in a single deal.
Jefferies is the only sales agent named. It earns 3.0 percent of the gross proceeds of shares it sells, plus certain expenses, and the company has agreed to indemnify Jefferies against liabilities, including those under the Securities Act. The filing says Jefferies will be deemed an underwriter for that purpose, and that its compensation will be treated as underwriting commissions or discounts. Instil is not required to sell any shares, and either side can end the offering on ten trading days' notice.
Cooley LLP of Chicago, the company's counsel, will pass on the validity of the common stock, and Paul Hastings LLP of New York represents Jefferies. GC&H Investments, LLC, an entity of current and former Cooley partners and associates, holds 6,370 Instil shares.
The shelf and the price
The shares will be issued under a Form S-3 shelf registration that became effective on November 21, 2024. The shelf covers up to $200,000,000 of securities in total, and the $100,000,000 program is part of that amount.
The last reported sale price on March 27, 2025 was $19.36 per share. The prospectus gives a hypothetical case in which 5,165,289 shares are sold at that price, which would bring the shares outstanding after the offering to 11,691,176. The base number is 6,525,887 shares outstanding as of December 31, 2024. The filing says Instil intends to use the net proceeds primarily for general corporate purposes.
The lead drug
Instil is a clinical-stage company. Its lead product candidate is AXN-2510, also called IMM2510, a bispecific antibody that targets PD-L1 and VEGF in solid tumors. Its subsidiary Axion Bio, formerly SynBioTx, in-licensed the drug in August 2024 from ImmuneOnco Biopharmaceuticals (Shanghai) under an agreement that gives Axion exclusive rights outside Greater China. ImmuneOnco keeps development and commercial rights in Greater China.
The clinical data in the filing come from ImmuneOnco's Phase 1 trial in China. The filing reports preliminary data from a 2024 ASCO abstract, as of December 21, 2023, covering 33 patients treated across nine dose levels. Treatment-related adverse events occurred in 32 patients, or 97.0 percent. Grade 3 or higher events occurred in 11 patients, or 33.3 percent. Three of 25 response-evaluable patients had confirmed partial responses, and seven had stable disease as their best response.
The filing says ImmuneOnco had enrolled more than 100 patients by January 13, 2025. That is a larger number than the 33 patients in the reported data, and the filing does not give updated efficacy or safety figures for the later enrollment. The recommended phase 2 dose is 20.0 mg/kg, and the half-life at that dose was about 6.8 days.
What the figures do not show
The efficacy figures come from a trial run by the licensor, not by Instil. Three partial responses among 25 evaluable patients, and the small group size, make it hard to judge the drug's activity. Adverse event rates are high, with the most common being infusion-related reactions in 72.7 percent of patients.
The prospectus supplement does not report Instil's cash balance, net loss or cash used in operations, and it does not say whether the ATM is expected to be the main source of funding. It excludes 1,249,459 shares issuable on outstanding options, whose weighted-average exercise price of $60.78 is far above the $19.36 share price.
What comes next
The offering ends when the maximum amount is sold or when either side terminates the agreement, and it has no other fixed end date. The filing gives no figure for sales made so far.