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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d)
of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 12, 2026
PASSAGE
BIO, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
001-39231 |
82-2729751 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
One
Commerce Square
2005 Market Street, 39th Floor
Philadelphia, PA |
19103 |
| (Address of principal
executive offices) |
(Zip Code) |
(267)
866-0311
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
Trading
symbol(s) |
Name
of each exchange on which registered |
| Common
Stock, $0.0001 Par Value Per Share |
PASG |
The
Nasdaq Stock Market LLC
(Nasdaq Global Select Market) |
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02 Results of Operations and Financial
Condition.
On January 12, 2026, Passage Bio, Inc. (the “Company”)
updated its corporate presentation, which reports the preliminary, unaudited amount of the Company’s cash, cash equivalents and
marketable securities position as of December 31, 2025, as approximately $46 million, which the Company expects will enable it to fund
its operating expenses and capital expenditure requirements into the first quarter of 2027. This amount is preliminary, unaudited and
may change, was prepared by management and is based on the most current information available to management, and is subject to completion
by management of the financial statements as of and for the year ended December 31, 2025, including completion of the review procedures,
final adjustments and other developments that may arise between now and the time the financial results for this period are finalized,
and completion of the audit of such financial statements.
The information in this Item 2.02, including Exhibit
99.1 to this report, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section or Sections 11 and
12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The information contained in this
Item 2.02 and in the accompanying Exhibit 99.1 shall not be incorporated by reference into any other filing under the Exchange Act or
under the Securities Act, except as shall be expressly set forth by specific reference in such filing.
Item 7.01 Regulation FD Disclosure.
On January 12, 2026, the Company updated its corporate
presentation. A copy of the corporate presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit
99.1 to this Current Report on Form 8-K, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act,
or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act. The information contained in
this Item 7.01 and in the accompanying Exhibit 99.1 shall not be incorporated by reference into any other filing under the Exchange Act
or under the Securities Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Corporate Presentation. |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL). |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
PASSAGE BIO, INC. |
| |
|
|
| Date: January 12, 2026 |
By: |
/s/ Kathleen Borthwick |
| |
|
Kathleen Borthwick |
| |
|
Chief Financial Officer |