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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, 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.
Passage Bio, Inc. received an amended Schedule 13G/A from Vestal Point Capital, LP and Ryan Wilder regarding its common stock. The filing states that the Reporting Persons now have 0 shares beneficially owned and 0% of the outstanding common stock, with no sole or shared voting or dispositive power reported.
The Reporting Persons describe Vestal Point Capital, LP as investment adviser to a fund and managed account that previously held Passage Bio common stock, and clarify that the filing should not be construed as an admission of beneficial ownership for Section 13 purposes.
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.