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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 is a clinical-stage genetic medicines company that has decided to wind down its gene therapy programs and pursue a merger with Remix Therapeutics. For the quarter ended June 30, 2026, it reported a net loss of $7.8 million (vs. $9.4 million a year earlier) and a six‑month net loss of $15.4 million. Cash and cash equivalents declined to $24.2 million from $46.3 million at year‑end, while total stockholders’ equity fell to $4.5 million. Operating cash outflow for the first half of 2026 was $22.2 million.
The company terminated major leases for its Philadelphia office and Hopewell laboratory, recognizing a combined $2.6 million net gain on lease terminations and eliminating all operating lease obligations. It also implemented a restructuring plan that reduced headcount by about 75%, incurring roughly $3.2 million in severance and related costs.
On June 24, 2026 Passage Bio signed a Merger Agreement with Remix, alongside approximately $100.0 million of concurrent financing at Remix. Post‑closing, pre‑merger Remix holders are expected to own about 65% of the combined company, Passage Bio stockholders about 6%, and new financing investors about 29%, subject to adjustments. Existing Passage Bio stockholders are also expected to receive contingent value rights tied to future payments from Gemma license agreements. Management discloses substantial doubt about the company’s ability to continue as a going concern within one year unless the Remix merger or other substantial funding is completed.
Passage Bio plans to merge with Remix Therapeutics, creating a Nasdaq‑listed company focused on Remix’s RNA‑processing oncology pipeline, led by REM‑422. After an oversubscribed $100M concurrent financing, pro forma ownership is expected to be 92.6% Remix and 7.4% Passage Bio, with cash projected to fund operations into the first half of 2028.
REM‑422 targets MYB‑driven cancers, especially adenoid cystic carcinoma (ACC), which has more than 1,500 new U.S. cases annually and no FDA‑approved therapies. In Phase 1 ACC data, biomarker‑positive patients treated at the recommended Phase 2 dose achieved a 43% objective response rate and 100% disease control rate, with durable responses and a potentially registrational Phase 2 trial already more than 60% enrolled.
Passage Bio, Inc. plans an all‑stock merger with Remix Therapeutics, Inc., with Merger Sub merging into Remix so Remix becomes a wholly owned subsidiary and Passage Bio is renamed Remix Therapeutics, Inc. and continues trading on Nasdaq, expected under the symbol RMTX after a reverse stock split.
Based on an assumed Merger Exchange Ratio of 0.1734 and related formulas, Passage Bio expects to issue about 27,012,093 shares of common stock, implying post‑closing ownership of roughly 65% for pre‑merger Remix equityholders (excluding new investors), 6% for existing Passage Bio holders and 29% for Concurrent Financing investors, assuming about $100.0 million of new capital. These percentages are tied to an approximate $226.0 million equity value for Remix and $20.0 million for Passage Bio, subject to adjustments based on Passage Bio’s final net cash.
Remix has arranged a $70.0 million equity subscription plus $30.0 million of convertible notes as Concurrent Financing, closing immediately before the merger. Existing Passage Bio stockholders will also receive non‑transferable contingent value rights linked to potential milestone payments under Gemma license agreements, and Passage Bio will fully vest outstanding options and RSUs before closing.
Lynx1 Capital Management has filed a Schedule 13D disclosing beneficial ownership of 673,759 shares of Passage BIO common stock, representing 21.0% of the company’s outstanding shares as of June 22, 2026. The position, acquired for approximately $11,444,608, reflects Lynx1’s view that the stock is undervalued.
The filing details Passage BIO’s planned merger with Remix Therapeutics, after which the combined company is expected to be renamed Remix Therapeutics, Inc. and trade on Nasdaq under the symbol RMTX. Lynx1’s master fund has agreed to participate in a concurrent financing by purchasing Remix common stock and convertible notes, with related registration rights for resale of resulting Passage BIO shares.
Existing Passage BIO stockholders, including Lynx1, are expected to receive one contingent value right for each share held as of the business day before the merger’s effective time. Lynx1 indicates it may continue to engage with management and the board and could increase or decrease its stake depending on company performance and market conditions.
Lynx1 Master Fund LP, an entity associated with Lynx1 Capital Management LP and Weston Nichols, purchased 50,055 shares of Passage BIO, Inc. common stock in an open-market transaction. The weighted average purchase price was $4.1175 per share, with individual trades between $3.33 and $4.30 per share.
Following this transaction, the entity’s indirect holdings reported for Passage BIO increased to 673,759 shares of common stock. Lynx1 Capital Management LP and Mr. Nichols each disclaim beneficial ownership of these securities except to the extent of any pecuniary interest.
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.