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. reported a net loss of $4.719 million for the three months ended September 30, 2026, compared with $7.749 million a year earlier, and a nine-month net loss of $20.099 million versus $32.539 million. Cash and cash equivalents were $20.160 million as of September 30, 2026. The company said cash may not cover operating and capital needs for at least 12 months after the statements are issued and disclosed substantial doubt about its ability to continue as a going concern.
Passage Bio is winding down its gene-therapy programs and expects its merger with Remix Therapeutics, Inc. to close in the fourth quarter of 2026, subject to remaining conditions; stockholders approved all proposals on November 5, 2026. Remix’s concurrent financing is expected to yield approximately $100.0 million in gross proceeds. Combined-company ownership is expected to be approximately 65% for Remix pre-merger equityholders excluding financing investors, 6% for Passage Bio pre-merger equityholders and 29% for financing investors, under stated assumptions and subject to adjustment. Before closing, Passage Bio expects to distribute one contingent value right per outstanding share, entitling holders to a pro rata share of qualifying legacy-asset payments actually received, less permitted deductions.
Passage Bio, Inc. (PASG) stockholders approved the merger-related proposals at the November 5, 2026 special meeting. The approved issuance of common stock to Remix securityholders will represent more than 20% of Passage Bio common stock outstanding immediately before the First Merger and result in a change of control. Stockholders also approved a reverse split before the Second Merger at a ratio from 1-for-2 to 1-for-10; Passage Bio and Remix will mutually agree on the final ratio. The Mergers remain proposed, and approved changes take effect at the merger milestones.
Stockholders approved the 2026 Equity Incentive Plan, which would reserve 5,772,500 shares before the proposed reverse split, plus specified forfeited awards and annual increases if the Mergers are completed; no more than 17,317,500 shares may be issued under it upon exercise of incentive stock options. The 2026 Employee Stock Purchase Plan authorizes up to 440,000 shares before the reverse split, plus annual increases. Both plans take effect at the Initial Effective Time. Stockholders also approved a charter amendment changing the combined company's name to Remix Therapeutics, Inc., effective at the Effective Time, and nonbinding governance and merger-compensation proposals.
Passage Bio, Inc. and Remix Therapeutics, Inc. have agreed to a two-step merger: Remix would first become a wholly owned Passage Bio subsidiary, then merge into another wholly owned subsidiary; Passage Bio would be renamed Remix Therapeutics, Inc. Remix shares outside the concurrent financing would convert at an assumed 0.1727 exchange ratio, while shares issued in the financing use an assumed 0.1728 ratio; both ratios are subject to adjustments.
Remix’s concurrent financing combines approximately $70.0 million from common-stock and pre-funded-warrant sales with approximately $30.0 million of convertible notes, for expected aggregate gross proceeds of approximately $100.0 million. Closing requires Passage Bio stockholder approval of the stock issuance, reverse split and charter proposals, plus at least $99,929,000 in concurrent-financing proceeds at or substantially simultaneously with closing. The reverse split proposal ranges from 1-for-2 to 1-for-10. On stated assumptions, fully diluted post-closing ownership is projected at approximately 65% for Remix’s pre-merger holders, 6% for Passage Bio’s pre-merger holders and 29% for financing investors. The special meeting is scheduled for November 5, 2026, unless postponed or adjourned.
Passage Bio, Inc. (PASG) and Remix Therapeutics, Inc. have agreed to combine through two mergers, with Passage Bio’s wholly owned subsidiary merging into Remix and Remix then merging into another Passage Bio subsidiary. Passage Bio is expected to change its name to Remix Therapeutics, Inc. Eligible Remix capital-stock shares would convert at an assumed ratio of approximately 0.1727 Passage Bio common shares per share, subject to adjustments.
Remix’s concurrent financing includes approximately $70.0 million from a subscription agreement and approximately $30.0 million of convertible promissory notes, for expected aggregate gross proceeds of approximately $100.0 million. Completion requires at least $99,929,000 in cash proceeds, required stockholder approvals and other conditions. Under stated assumptions, expected post-closing ownership is approximately 65% for Remix’s pre-merger equityholders, 6% for Passage Bio’s pre-merger equityholders and 29% for financing investors.
Passage Bio stockholders are scheduled to vote on merger-related proposals on November 5, 2026, unless the meeting is postponed or adjourned. The proposals include a reverse stock split ranging from 1-for-2 to 1-for-10, with the final ratio to be mutually agreed by Passage Bio and Remix. Eligible Passage Bio stockholders are also expected to receive one contingent value right per share, with any payments dependent on actual receipts from specified GM1 and MLD license proceeds.
Passage Bio, Inc. (PASG) proposes a two-step merger with Remix Therapeutics, Inc.; Passage Bio would be renamed Remix Therapeutics, Inc. at closing, with a wholly owned subsidiary surviving the second merger. The special meeting is scheduled for November 5, 2026, unless postponed or adjourned; approval of the stock issuance, reverse-split and charter proposals is required. The proposed reverse split ranges from 1-for-2 to 1-for-10, inclusive, with the final ratio to be mutually agreed, and other closing conditions apply.
Under stated assumptions, pre-merger Remix holders other than financing investors are expected to own approximately 65% of the combined company, pre-merger Passage Bio holders approximately 6%, and financing investors approximately 29%, calculated on a fully diluted basis using the treasury stock method.
The Concurrent Financing comprises Remix’s approximately $70.0 million sale of common stock and pre-funded warrants plus approximately $30.0 million of convertible notes, for expected gross proceeds of approximately $100.0 million. Passage Bio holders of record on the last business day before the effective time are to receive one non-transferable contingent value right per share, with payments contingent on cash receipts from Passage Bio’s GM1 and MLD license arrangements.
Passage Bio, Inc. (PASG) filed an amended Form S-4 to register shares of its common stock to be issued in a stock-for-stock merger with privately held Remix Therapeutics, Inc. Based on an assumed Merger Exchange Ratio of 0.1728 and related assumptions, Passage Bio expects to issue approximately 27,012,093 shares of common stock to Remix equityholders in the transaction.
The deal is structured as two sequential Delaware mergers, after which Remix will be a wholly owned subsidiary of Passage Bio, Passage Bio will be renamed “Remix Therapeutics, Inc.”, and the combined company’s stock is expected to trade on Nasdaq under the symbol “RMTX.” On a fully diluted, treasury‑stock‑method basis and assuming about $100.0 million of concurrent financing, pre‑merger Remix holders are expected to own about 65% of the combined company, existing Passage Bio holders about 6%, and new concurrent‑financing investors about 29%, subject to final net‑cash and other adjustments.
Remix has arranged a concurrent private financing consisting of roughly $70.0 million of equity and pre‑funded warrants plus $30.0 million of convertible notes. Passage Bio will also distribute non‑transferable contingent value rights (CVRs) to its stockholders tied to future cash receipts under Gemma Biotherapeutics license agreements through late 2027 and mid‑2028. The merger requires Passage Bio stockholder approval of a Nasdaq share‑issuance proposal, a reverse stock split, and a charter amendment, along with satisfaction of customary closing conditions.
Passage Bio, Inc. (PASG) has filed an amended Form S-4 to register shares for a stock-for-stock merger with Remix Therapeutics, Inc., plus related equity awards and warrants. Through a two-step merger, Remix will become a wholly owned subsidiary and Passage Bio will be renamed Remix Therapeutics, Inc., expected to trade on Nasdaq as RMTX after a reverse stock split.
Based on an assumed Merger Exchange Ratio of 0.1728 and Passage Bio’s anticipated net cash and capitalization at closing, Passage Bio expects to issue approximately 27,012,093 new shares, implying pro forma fully diluted ownership of about 65% for pre‑merger Remix equityholders, 6% for current Passage Bio equityholders, and 29% for investors in a $100.0 million concurrent financing (about $70.0 million of equity and pre‑funded warrants plus $30.0 million of convertible notes). The structure assumes an equity value of about $226.0 million for Remix and approximately $20.0 million for Passage Bio.
Passage Bio stockholders must approve a Nasdaq stock issuance proposal, a reverse stock split, and a new charter for the merger to close. Existing Passage Bio stockholders will receive contingent value rights (CVRs) tied to potential cash proceeds from Gemma Biotherapeutics license agreements through 2027–2028, but there is no assurance any CVR payments will be made. The transaction will be accounted for as an in‑substance reverse recapitalization with Remix treated as the accounting acquirer.
Passage BIO, Inc. (symbol: PASG) is the issuer of record for a Form 425 filing submitted to the SEC.
Passage BIO, Inc. (symbol: PASG) is the issuer of record for a Form 8-K filing submitted to the SEC.