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Boxer Capital LLC

09/27/2024 | Press release | Distributed by Public on 09/27/2024 15:38

Beneficial Ownership Report - Form SC 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Instil Bio, Inc.
(Name of Issuer)
Common Stock, par value $0.000001 per share
(Title of Class of Securities)
45783C200
(CUSIP Number)

September 18, 2024
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 45783C200
13G


1
NAMES OF REPORTING PERSONS
Boxer Capital, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)☐
(b)☒
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
355,500
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
355,500
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
355,500
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO




CUSIP No. 45783C200
13G

1
NAMES OF REPORTING PERSONS
Boxer Asset Management Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)☐
(b)☒
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
355,500
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
355,500
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
355,500
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO




CUSIP No. 45783C200
13G

1
NAMES OF REPORTING PERSONS
Joe Lewis
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)☐
(b)☒
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
355,500
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
355,500
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
355,500
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN




CUSIP No. 45783C200
13G

1
NAMES OF REPORTING PERSONS
MVA Investors, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)☐
(b)☒
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
11,000
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
11,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,000
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO




CUSIP No. 45783C200
13G

1
NAMES OF REPORTING PERSONS
Aaron I. Davis
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)☐
(b)☒
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
11,000
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
11,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,000
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN



Item 1. (a) Name of Issuer
The name of the issuer is Instil Bio, Inc. (the "Issuer").
Item 1. (b) Address of Issuer's Principal Executive Offices
The Issuer's principal executive offices are located at 3963 Maple Avenue, Suite 350, Dallas, Texas 75219.
Item 2. (a)
Name of Person Filing
This Schedule 13G is jointly filed by Boxer Capital, LLC ("Boxer Capital"), Boxer Asset Management Inc. ("Boxer Management"), Joe Lewis, MVA Investors, LLC ("MVA Investors") and Aaron I. Davis (collectively, the "Reporting Persons"). Boxer Management is the managing member and majority owner of Boxer Capital. Joe Lewis is the sole indirect beneficial owner of and controls Boxer Management. MVA Investors is the independent, personal investment vehicle of certain employees of Boxer Capital. Aaron I. Davis is a member of and has voting and dispositive power over securities held by MVA Investors.
Item 2. (b) Address of Principal Business Office or, if None, Residence
The principal business address of Boxer Capital, MVA Investors and Aaron I. Davis is: 12860 El Camino Real, Suite 300, San Diego, CA 92130. The principal business address of Boxer Management and Joe Lewis is: Cay House, EP Taylor Drive N7776, Lyford Cay, New Providence, Bahamas.
Item 2. (c) Citizenship
Boxer Capital and MVA Investors are limited liability companies organized under the laws of Delaware. Boxer Management is a corporation organized under the laws of the Bahamas. Joe Lewis is a citizen of the United Kingdom. Aaron I. Davis is a citizen of the United States of America.

Item 2. (d) Title of Class of Securities
Common Stock, $0.000001 par value per share ("Common Stock").
Item 2. (e) CUSIP Number

The CUSIP number for the Common Stock is 45783C200.
Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
Not Applicable.
Item 4.
Ownership
(a) Amount beneficially owned:




Boxer Capital, Boxer Management and Joe Lewis beneficially own 355,500 shares of Common Stock. MVA Investors and Aaron I. Davis beneficially own 11,000 shares of Common Stock. The Reporting Persons beneficially own, in the aggregate, 366,500 shares of Common Stock.
(b) Percent of class:
All percentages of beneficial ownership set forth herein are based on 6,503,913 shares of Common Stock reported outstanding as of August 9, 2024 in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on August 13, 2024. The number of shares of Common Stock beneficially owned by the Reporting Persons in the aggregate represent 5.6% of the Issuer's outstanding shares of Common Stock.
(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote:

None of the Reporting Persons has sole power to vote or to direct the vote of any shares of Common Stock.

(ii) Shared power to vote or to direct the vote:
Boxer Capital, Boxer Management and Joe Lewis have shared power to vote or to direct the vote of 355,500 shares of Common Stock. MVA Investors and Aaron I. Davis have shared power to vote or to direct the vote of 11,000 shares of Common Stock.
(iii) Sole power to dispose or to direct the disposition of:
None of the Reporting Persons has sole power to dispose or to direct the disposition of any shares of Common Stock.
(iv) Shared power to dispose or to direct the disposition of:
Boxer Capital, Boxer Management and Joe Lewis have shared power to dispose or to direct the disposition of 355,500 shares of Common Stock. MVA Investors and Aaron I. Davis have shared power to dispose or to direct the disposition of 11,000 shares of Common Stock.
Item 5.
Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
Other than as may result from indirect interests of investors in Boxer Capital and MVA Investors, no persons other than the Reporting Persons have the right to receive or the power to direct the receipt of dividends, or proceeds of sale of the securities disclosed herein.




Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
Not Applicable.
Item 8.
Identification and Classification of Members of the Group
Not Applicable.
Item 9.
Notice of Dissolution of Group
Not Applicable.
Item 10.
Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Exhibits
99.1
Joint Filing Agreement, dated September 27, 2024, among the Reporting Persons.




SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 27, 2024

BOXER CAPITAL, LLC
By:
/s/ Aaron I. Davis
Name:
Aaron I. Davis
Title:
Authorized Signatory
BOXER ASSET MANAGEMENT INC.
By:
/s/ Paul Higgs
Name:
Paul Higgs
Title:
Director
JOSEPH C. LEWIS
/s/ Joseph C. Lewis
Joseph C. Lewis, Individually
MVA INVESTORS, LLC
By:
/s/ Aaron I. Davis
Name:
Aaron I. Davis
Title:
Authorized Signatory
AARON I. DAVIS
/s/ Aaron I. Davis
Aaron I. Davis, Individually