Item 2.05 Costs Associated with Exit or Disposal Activities.

On December 2, 2022, the Board of Directors (the "Board") of Instil Bio, Inc. (the "Company") approved a realignment plan (the "Plan") to implement a strategic prioritization of the Company's preclinical and clinical development programs. The Plan is designed to reduce costs and reallocate resources to focus on advancing the Company's CoStimulatory Antigen Receptor (CoStAR) platform and other next-generation tumor infiltrating lymphocyte (TIL) technologies. As part of the Plan, the Company's ITIL-168 development program will be discontinued.

In addition, as part of the Plan, the Company will reduce its US workforce by approximately 60%. This workforce reduction is expected to be substantially completed in February 2023.

In connection with the Plan, the Company estimates that it will incur aggregate restructuring costs of up to $20 million. At the time of the filing of this Current Report on Form 8-K, the Company is unable in good faith to make a determination of an estimate of the total amount or range of amounts expected to be incurred by the Company in connection with each major type of cost associated with the Plan or the amount or range of amounts of the charge that will result in future cash expenditures. The charges that the Company expects to incur in connection with the Plan are subject to a number of assumptions, and actual results may differ materially. The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the Plan.

The Company issued a press release announcing the Plan on December 8, 2022, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Plan, Timothy Moore, the Company's Chief Operating Officer, will separate from the Company, effective December 8, 2022. Mr. Moore has agreed to remain as a consultant for the Company for a three-month term.

Cautionary Note Regarding Forward-Looking Statements

This Current Report contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the scope and the timing of the restructuring and the expected costs related to the restructuring, which are based on management's current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. For a discussion of these risks and uncertainties, and other important factors, any of which could cause the Company's actual results to differ from those contained in the forward-looking statements, see the discussions of potential risks, uncertainties and other important factors in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, and in subsequent filings with the SEC. Forward-looking statements in this Current Report are made as of the date of this Current Report and the Company undertakes no duty to update any such statements unless required by law.

Item 9.01 Financial Statements and Exhibits.



(d)   Exhibits



 Exhibit No.       Description
     99.1            Press release, dated     Decem    ber     8    , 2022.
     104           The cover page of this report has been formatted in Inline XBRL.

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