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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):
September 16, 2025
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 Capital 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 x
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 5.02 Departure of Director or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 16, 2025, Saqib Islam notified Passage
Bio, Inc. (the “Company”) of his decision to resign from the Company’s Board of Directors (the “Board”),
including from the Audit Committee of the Board (the “Audit Committee”), effective immediately (the “Resignation
Date”). Mr. Islam’s decision was not the result of any disagreement with the Company on any matter relating to its
operations, policies or practices.
In connection with Mr. Islam’s
resignation, the Board appointed Athena Countouriotis, M.D., as a member of the Audit Committee to fill the vacancy left by Mr. Islam,
and reduced the size of the Board from eight to seven members, effective as of the Resignation Date.
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: September 18, 2025 |
By: |
/s/ Kathleen
Borthwick |
| |
|
Kathleen Borthwick |
| |
|
Chief Financial Officer |
