Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On January 24, 2023, Instil Bio, Inc. (the "Company") received a notice from The
Nasdaq Stock Market ("Nasdaq") that the Company is not in compliance with
Nasdaq's Listing Rule 5450(a)(1), as the minimum bid price of the Company's
common stock has been below $1.00 per share for 30 consecutive business days.
The notification of noncompliance has no immediate effect on the listing or
trading of the Company's common stock on The Nasdaq Global Select Market.
The Company has 180 calendar days, or until July 24, 2023, to regain compliance
with the minimum bid price requirement. To regain compliance, the minimum bid
price of the Company's common stock must meet or exceed $1.00 per share for a
minimum of ten consecutive business days during this 180-calendar day grace
period. In the event the Company does not regain compliance with the minimum bid
price requirement by July 24, 2023, the Company may be eligible for an
additional 180-calendar day compliance period if it elects to transfer to The
Nasdaq Capital Market to take advantage of the additional compliance period
offered on that market. To qualify, the Company would be required to meet the
continued listing requirement for market value of publicly held shares and all
other initial listing standards for The Nasdaq Capital Market, with the
exception of the bid price requirement, and would need to provide written notice
of its intention to cure the bid price deficiency during the second compliance
period. In the event the Company fails to regain compliance or transfer to The
Nasdaq Capital Market before the compliance period expires, the Company will
receive a written notification from Nasdaq that its common stock is subject to
delisting. If the Company were to receive such a notification, the Company could
appeal Nasdaq's determination to delist its common stock, but there can be no
assurance Nasdaq would grant the Company's request for continued listing.
The Company intends to actively monitor the bid price of its common stock and
will consider available options to regain compliance with the listing
requirements. There can be no assurance that the Company will be able to regain
compliance with Nasdaq's Listing Rule 5450(a)(1) or will otherwise be in
compliance with other Nasdaq listing criteria.
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