Passage Bio (NASDAQ: PASG) director resigns; board cut to 7 members

Rhea-AI Filing Summary

Passage Bio, Inc. reported that on September 16, 2025, board member Saqib Islam resigned from its Board of Directors and from the Board’s Audit Committee, effective immediately. The company stated that his decision was not due to any disagreement with Passage Bio on matters related to operations, policies, or practices.

To address the vacancy, the Board appointed Athena Countouriotis, M.D., to serve on the Audit Committee and reduced the overall Board size from eight to seven members as of the resignation date.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

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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

FAQ

What board change did Passage Bio (PASG) disclose in this 8-K?

Passage Bio disclosed that director Saqib Islam resigned from its Board of Directors and from the Audit Committee, effective September 16, 2025.

Did Saqib Islam resign from Passage Bio (PASG) due to a disagreement?

No. Passage Bio stated that Mr. Islam’s decision to resign was not the result of any disagreement with the company on its operations, policies, or practices.

Who replaced Saqib Islam on Passage Bio’s Audit Committee?

The Board appointed Athena Countouriotis, M.D., as a member of the Audit Committee to fill the vacancy created by Mr. Islam’s resignation.

How did Saqib Islam’s resignation affect Passage Bio’s board size?

In connection with the resignation, the Board reduced its size from eight to seven members, effective as of the resignation date.

What is the form type of Passage Bio’s filing about the director resignation?

The company reported the director resignation and related board changes on a Form 8-K under Item 5.02.

When did Passage Bio’s director resignation become effective?

The resignation of Saqib Islam from the Board and Audit Committee became effective immediately on September 16, 2025.