Welcome to our dedicated page for Passage Bio SEC filings (Ticker: PASG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Decoding a clinical-stage biotech’s disclosures is tough. Passage Bio’s pursuit of one-time AAV gene therapies means its SEC reports are packed with detailed trial data, milestone payments, and cash-runway projections that can span hundreds of pages. Finding when management sold shares or how a new UPenn license changes the balance sheet shouldn’t drain your time.
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Passage Bio reported a tighter but funded balance sheet with $57.6 million in cash and cash equivalents and total assets of $79.2 million, down from $102.4 million. The company recorded a net loss of $9.4 million for the quarter and $24.8 million for the six months, driven by research and development and general and administrative costs, partially offset by $0.9 million of other income in the quarter.
The company implemented a workforce reduction of about 55% and ceased laboratory operations in Hopewell, resulting in a $2.6 million impairment of long-lived assets and a subsequent sale of substantially all lab equipment for $1.2 million. Passage Bio received $9.7 million of non-refundable sublicense and transition services payments related to amended Gemma sublicenses (additional contractual payments and milestones disclosed) and has $15.8 million capacity remaining under its ATM facility. Management states cash is sufficient to fund operations for at least the next 12 months.
Passage Bio, Inc. furnished a press release announcing its financial results for the quarter ended June 30, 2025 and updated its corporate presentation. The press release is attached as Exhibit 99.1 and the presentation as Exhibit 99.2.
The 8-K states these items are furnished, not filed, so they are not subject to Section 18 liability and will not be incorporated by reference into other filings except by specific reference. The text of the filing does not include any numeric financial figures or operational details; the detailed results and presentation slides are contained in the attached exhibits.
Insider buying: On 22-24 Jul 2025, 10% owner Lynx1 Capital Management LP, through Lynx1 Master Fund LP, bought a total of 128,848 Passage Bio (PASG) common shares in open-market transactions coded “P”. Weighted-average prices were $5.4361 (13,123 sh), $5.7408 (49,302 sh) and $5.7127 (66,423 sh), implying an aggregate cash outlay of roughly $0.72 million.
After the purchases, Lynx1’s indirect holding grew from 462,848 to 591,696 shares, a ~28% increase. The totals already reflect Passage Bio’s 1-for-20 reverse stock split effective 14 Jul 2025. No derivative securities were reported.
Weston Nichols, sole member of the investment manager’s GP, and the manager itself each disclaim beneficial ownership beyond their pecuniary interests.
Form 144 filing – Passage Bio, Inc. (PASG)
Investment fund OrbiMed Private Investments VII, LP intends to sell 132,645 common shares through Themis Trading LLC on or about 21 Jul 2025. The indicated aggregate market value is $737,506, implying an average price of roughly $5.56 per share. The block equals about 4.3 % of the 3,120,295 shares outstanding disclosed in the notice.
The same holder has already disposed of 1,142,565 shares in the past three months across 15 transactions, realising total gross proceeds of approximately $702,867. Combining completed and proposed sales, OrbiMed has moved or plans to move roughly 41 % of the reported outstanding share count, signalling an ongoing reduction of its stake that could add selling pressure to PASG shares.
No operational, earnings or strategic updates accompany the notice. The filer represents that it possesses no non-public material adverse information.
Passage Bio, Inc. (PASG) has executed a material corporate action by approving and implementing a 1-for-20 reverse stock split of its common stock. The company filed a Certificate of Amendment with the Delaware Secretary of State on 11 July 2025 to amend its Amended and Restated Certificate of Incorporation. The split will become effective at 12:01 a.m. (ET) on 14 July 2025 and the shares will begin trading on a split-adjusted basis the same day under a new CUSIP number, 702712 209.
The board’s decision follows prior stockholder authorization (May 28, 2025) that granted discretion for a reverse split ratio between 1-for-5 and 1-for-50; on 26 June 2025 the board selected the 1-for-20 ratio. Immediately prior to the split, approximately 62,405,898 shares were outstanding; post-split, this number will be approximately 3,120,295.
Key mechanics include: every 20 shares automatically combine into one share; no fractional shares will be issued—amounts will be rounded up to the nearest whole share. The action does not affect the par value, authorized share count, voting rights, or relative ownership percentages, though proportionate adjustments will be made to all outstanding equity awards and share reserve plans.
A press release announcing the action is filed as Exhibit 99.1. Additional documentation includes the full Certificate of Amendment (Exhibit 3.1) and related XBRL cover data (Exhibit 104).