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.
Passage Bio, Inc. SEC filings document a clinical-stage genetic medicines issuer focused on PBFT02 for neurodegenerative diseases. Form 8-K reports cover financial results, Regulation FD presentations, PBFT02 clinical and regulatory updates, lease termination matters, and exit or disposal activity affecting operating costs.
Proxy materials disclose board composition, audit committee changes, executive compensation, and equity-award governance. The filing record also identifies the company's public reporting status, Delaware incorporation, Nasdaq listing venue, and recurring capital-resource disclosures tied to development-stage biotechnology operations.
Passage Bio, Inc. Schedule 13G reports that Baselake Partners, LP and related reporting persons beneficially own 235,058 shares of Common Stock, representing 7.3% of the class. The filing states the percentage is calculated from 3,207,810 shares outstanding as of May 7, 2026 per the issuer's 10-Q. The interests are held by the Fund with shared voting and dispositive power through Baselake Management, LLC and David Paolella; each reporting person disclaims beneficial ownership except to their pecuniary interest.
Passage Bio and Remix Therapeutics announced a definitive merger agreement and concurrent private placement led by Decheng Capital on June 24, 2026. The all-stock transaction will result in pre-merger Passage Bio shareholders owning approximately 7% of the combined company and pre-merger Remix shareholders owning approximately 93% at closing, subject to adjustment based on Passage Bio’s net cash. The financing is described as oversubscribed with total gross proceeds of over $100M, and the combined company is expected to have cash runway into 2028. The transaction is expected to close in the fourth quarter of 2026, subject to customary conditions. The announcement highlights Remix’s lead program REM-422 (oral mRNA degrader targeting MYB), clinical progress in ACC and AML/HR-MDS, regulatory designations (Orphan Drug for AML and ACC; Fast Track for ACC), and planned Phase 2 data readouts in mid-2027. Passage shareholders will receive contingent value rights tied to certain sublicensed pediatric gene therapy milestone proceeds.
Passage Bio, Inc. entered into a definitive Agreement and Plan of Merger with Remix Therapeutics, Inc. under which Peregrine Merger Sub will merge into Remix and Remix will become a wholly owned subsidiary of the combined company, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement.
The Merger uses a formulaic exchange ratio that ascribes an aggregate equity value of $226 million to Remix and an expected equity value of approximately $20 million to Passage Bio, and contemplates a Concurrent Financing of at least $100 million immediately prior to closing. The combined company will prepare and file a Form S-4 registration statement and a resale registration for the financing proceeds; listing of the combined company’s stock on Nasdaq and completion of the Concurrent Financing are among the closing conditions. The Merger Agreement includes customary governance, lock-up and support agreements, a Contingent Value Rights (CVR) arrangement for existing Passage Bio holders, and mutual termination/termination-fee provisions including a $17.5 million payment by Remix in certain circumstances.
Passage Bio, Inc. entered a definitive all-stock merger agreement with Remix Therapeutics, Inc., in which pre‑merger Passage Bio shareholders are expected to own about 7% of the combined company and pre‑merger Remix holders about 93%, subject to Passage Bio’s net cash at closing. Remix simultaneously arranged a concurrent private placement expected to raise at least $100 million, with proceeds and existing cash anticipated to fund the combined business into 2028. The merger will shift control to Remix’s leadership and board, with Remix’s CEO Peter Smith, Ph.D., leading the combined company, which plans to be renamed Remix Therapeutics and trade on Nasdaq as “RMTX.” Passage Bio shareholders of record at closing will receive one non‑tradeable contingent value right per share, tied to potential future milestone proceeds from out‑licensed pediatric gene therapy assets. The 8‑K also discloses termination of Passage Bio’s Catalent manufacturing agreement and Penn collaboration for PBFT02 in connection with winding down its gene therapy programs.
Passage Bio, Inc. terminated two significant agreements in late May 2026. The company gave Gemma Biotherapeutics written notice to terminate their July 31, 2024 research, collaboration and license agreement covering work on Huntington’s disease, a paused Temporal Lobe Epilepsy program, and options on four additional CNS indications.
Passage Bio also entered into a lease termination agreement for its 2005 Market Street office space in Philadelphia. The company will pay the landlord a $2.3 million termination fee to exit a lease for approximately 37,000 square feet that began in February 2021 and was scheduled to run through December 2031.
Passage Bio, Inc. reported results from its 2026 Annual Meeting of Stockholders held on May 19, 2026. Stockholders elected Athena Countouriotis, M.D. (971,120 shares for, 519,093 withheld, 637,397 broker non-votes) and Sandip Kapadia (972,608 for, 517,605 withheld, 637,397 broker non-votes) as directors.
Stockholders approved the advisory vote on executive compensation with 2,083,031 shares for, 41,539 against and 3,040 abstaining. They also approved another proposal with 1,452,505 shares for, 36,352 against, 1,356 abstaining and 637,397 broker non-votes. In the advisory vote on how often to hold future say‑on‑pay votes, 1,450,605 shares supported an annual vote, more than votes for two or three years.
Based on this outcome and its prior recommendation, the board decided to hold advisory votes on named executive officer compensation every year until the next required frequency vote.
Passage BIO, Inc. director Sondhi Dolan received a grant of stock options covering 10,539 shares of common stock. The options have an exercise price of $5.0800 per share and expire on May 19, 2036. Following this grant, Dolan holds options for 10,539 shares directly.
The stock option vests in full on the earlier of the one-year anniversary of the May 19, 2026 grant date or the company’s 2027 annual meeting of stockholders, as long as Dolan continues serving the company through that time.
Passage BIO director Derrell Porter received a new stock option grant. The award covers 10,539 options to buy Passage BIO common stock at an exercise price of $5.0800 per share, expiring on May 19, 2036. The option vests in full on the earlier of the one-year anniversary of the grant date or the company’s 2027 annual stockholder meeting, subject to his continued service.
Passage BIO, Inc. director Thomas Richard Kassberg received a grant of stock options covering 10,539 shares of common stock. The options have an exercise price of $5.08 per share and expire on May 19, 2036. They vest in full on the earlier of the one-year anniversary of the May 19, 2026 grant date or the company’s 2027 annual stockholders’ meeting, subject to his continued service. Following this award, he holds 10,539 options directly.
Passage BIO director Sandip Kapadia received a new stock option grant. On May 19, 2026, he was granted options to acquire 10,539 shares of Passage BIO common stock at an exercise price of $5.08 per share, with no cash paid for the grant itself.
The options vest in full on the earlier of the one-year anniversary of the grant date or the company’s 2027 Annual Meeting, as long as he remains in continuous service. Following this award, Kapadia holds 10,539 director stock options directly, all expiring on May 19, 2036.