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Passage Bio (NASDAQ: PASG) ends Gemma deal, pays $2.3M to exit lease

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Passage Bio, Inc. terminated two significant agreements in late May 2026. The company gave Gemma Biotherapeutics written notice to terminate their July 31, 2024 research, collaboration and license agreement covering work on Huntington’s disease, a paused Temporal Lobe Epilepsy program, and options on four additional CNS indications.

Passage Bio also entered into a lease termination agreement for its 2005 Market Street office space in Philadelphia. The company will pay the landlord a $2.3 million termination fee to exit a lease for approximately 37,000 square feet that began in February 2021 and was scheduled to run through December 2031.

Positive

  • None.

Negative

  • None.

Insights

Passage Bio exits a key research pact and an expensive long-term lease.

Passage Bio is ending its Gemma collaboration that supported Huntington’s disease and a paused Temporal Lobe Epilepsy program, plus options on four future CNS indications. This reshapes its external research footprint and narrows partnered pipeline optionality.

The company is also paying $2.3 million to terminate a lease for about 37,000 square feet of Philadelphia office space that would have run through December 2031. As a remote-only company, this move aligns real estate with its operating model but concentrates near-term cash outflow.

Future company filings may clarify how the terminated collaboration work is replaced or reprioritized and how the lease exit affects ongoing operating expenses and cash trends.

Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Lease termination fee $2.3 million Paid to terminate 2005 Market Street Lease Agreement
Office space leased 37,000 square feet Approximate size of 2005 Market Street office space
Lease start February 2021 Commencement of 2005 Market Street Lease Agreement
Original lease end December 2031 Scheduled expiration of 2005 Market Street Lease Agreement
Gemma agreement date July 31, 2024 Date of research, collaboration and license agreement with Gemma
Notice of Gemma termination May 21, 2026 Date Passage Bio provided written termination notice to Gemma
Lease termination agreement date May 22, 2026 Date Passage Bio entered into lease termination agreement
material definitive agreement regulatory
"Item 1.02 Termination of a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
research, collaboration and license agreement financial
"termination of the research, collaboration and license agreement, dated July 31, 2024"
Investigational New Drug-enabling technical
"Gemma conducted certain preclinical and Investigational New Drug-enabling work"
Termination Agreement regulatory
"entered into a lease termination agreement (the “Termination Agreement”)"
sublease agreements financial
"the Company entered into two sublease agreements, for certain periods of time"
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
0001787297false00017872972026-05-212026-05-21

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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): May 21, 2026

PASSAGE BIO, INC.

(Exact name of registrant as specified in its charter)

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Delaware

001-39231

82-2729751

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

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Address Not Applicable1

Zip Code Not Applicable1

(Address of principal executive offices)

(Zip Code)

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(267) 866-0311

(Registrant’s telephone number, including area code)

One Commerce Square
2005 Market Street, 39th Floor
Philadelphia, PA

(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:

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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)

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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. ☐

1 We are a remote-only company. Accordingly, we do not maintain a headquarters. For purposes of compliance with applicable requirements of the Securities Act and Securities Exchange Act of 1934, as amended, any stockholder communication required to be sent to our principal executive offices may be directed to P.O. Box 7, Hopewell, New Jersey 08525.

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Item 1.02 Termination of a Material Definitive Agreement.

Gemma - Research, Collaboration and License Agreement Termination

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On May 21, 2026, Passage Bio, Inc. (the “Company”) provided written notice to Gemma Biotherapeutics, Inc. (“Gemma”) of termination of the research, collaboration and license agreement, dated July 31, 2024, by and between Gemma and the Company (as amended, the “Gemma Collaboration Agreement”), which termination will be effective in accordance with the terms of the Gemma Collaboration Agreement.

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Pursuant to the Gemma Collaboration Agreement, (i) Gemma conducted certain preclinical and Investigational New Drug-enabling work for the Company’s active research program in Huntington’s disease and a currently paused research program in Temporal Lobe Epilepsy and (ii) Gemma granted the Company options to conduct mutually-agreed research programs in four new central nervous system indications.

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The foregoing description of the terms of the Gemma Collaboration Agreement is qualified in its entirety by reference to the full text of the agreement, a copy of which was filed with the Securities and Exchange Commission as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q on November 13, 2024.

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2005 Market Street Lease Agreement Termination

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On May 22, 2026, the Company and Commerce Square Partners – Philadelphia Plaza, L.P. (the “Landlord”) entered into a lease termination agreement (the “Termination Agreement”) with respect to that certain lease agreement dated April 10, 2020 between the Company and Landlord (the “2005 Market Street Lease Agreement”). Pursuant to the Termination Agreement, the Company agreed to pay the Landlord a termination fee of $2.3 million.

 

Pursuant to the 2005 Market Street Lease Agreement, the Company had leased approximately 37,000 square feet of office space. This lease commenced in February 2021 and was set to expire in December of 2031. In August 2023 and September 2023, the Company entered into two sublease agreements, for certain periods of time, which subleased substantially all of the office space under the 2005 Market Street Lease Agreement.

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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.

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PASSAGE BIO, INC.

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Date: May 27, 2026

By:

/s/ Kathleen Borthwick

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Kathleen Borthwick

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Chief Financial Officer

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3

Source: View Original Filing on SEC EDGAR

FAQ

What agreements did Passage Bio (PASG) terminate in May 2026?

Passage Bio terminated its research, collaboration and license agreement with Gemma Biotherapeutics and signed a lease termination agreement for its 2005 Market Street office in Philadelphia, exiting both a partnered R&D arrangement and a long-term office commitment.

How much is Passage Bio (PASG) paying to terminate its Philadelphia lease?

Passage Bio agreed to pay a $2.3 million termination fee to Commerce Square Partners – Philadelphia Plaza, L.P. to end the 2005 Market Street Lease Agreement, which covered approximately 37,000 square feet of office space through December 2031.

What did the Gemma Biotherapeutics collaboration cover for Passage Bio (PASG)?

Under the Gemma Collaboration Agreement, Gemma performed preclinical and Investigational New Drug-enabling work for Passage Bio’s Huntington’s disease program and a paused Temporal Lobe Epilepsy program, and granted options for mutually agreed research programs in four additional central nervous system indications.

When will Passage Bio’s termination of the Gemma collaboration become effective?

Passage Bio provided written notice of termination of the Gemma Collaboration Agreement on May 21, 2026. The termination will become effective in accordance with the terms of that agreement, as referenced in the company’s description of the termination event.

Why is Passage Bio’s headquarters address listed as not applicable?

Passage Bio notes it is a remote-only company and does not maintain a headquarters. For compliance purposes, stockholder communications to its principal executive offices may be directed to P.O. Box 7, Hopewell, New Jersey 08525, which serves as a mailing address.

Filing Exhibits & Attachments

3 documents

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