[8-K] Passage Bio, Inc. Reports Material Event

Rhea-AI Filing Summary

Passage Bio, Inc. (PASG) has executed a material corporate action by approving and implementing a 1-for-20 reverse stock split of its common stock. The company filed a Certificate of Amendment with the Delaware Secretary of State on 11 July 2025 to amend its Amended and Restated Certificate of Incorporation. The split will become effective at 12:01 a.m. (ET) on 14 July 2025 and the shares will begin trading on a split-adjusted basis the same day under a new CUSIP number, 702712 209.

The board’s decision follows prior stockholder authorization (May 28, 2025) that granted discretion for a reverse split ratio between 1-for-5 and 1-for-50; on 26 June 2025 the board selected the 1-for-20 ratio. Immediately prior to the split, approximately 62,405,898 shares were outstanding; post-split, this number will be approximately 3,120,295.

Key mechanics include: every 20 shares automatically combine into one share; no fractional shares will be issued—amounts will be rounded up to the nearest whole share. The action does not affect the par value, authorized share count, voting rights, or relative ownership percentages, though proportionate adjustments will be made to all outstanding equity awards and share reserve plans.

A press release announcing the action is filed as Exhibit 99.1. Additional documentation includes the full Certificate of Amendment (Exhibit 3.1) and related XBRL cover data (Exhibit 104).

Positive

• 1-for-20 reverse stock split materially reduces outstanding shares from 62.4 M to about 3.1 M, simplifying the capital structure and maintaining relative ownership percentages.

Negative

• None.

Insights

Securities Analyst

TL;DR: 1-for-20 reverse split reduces PASG float to ~3.1 M shares; neutral capitalization move, no change to ownership or voting rights.

The filing is impactful because it materially alters the share count and could influence liquidity and price mechanics once trading begins on 14 July 2025. However, the document states no operational or financial metric changes and explicitly preserves ownership percentages and voting rights. The move was duly authorized by shareholders and executed within Delaware corporate law, limiting governance risk. From a valuation standpoint, the split merely changes share arithmetic; underlying fundamentals remain unchanged. Investors should monitor post-split trading dynamics and any future capital-raising activity now that the share count is lower.

Corporate Governance Expert

TL;DR: Board followed proper procedure—shareholder mandate, amendment filing, disclosure—minimizing legal exposure in executing reverse split.

Governance processes appear robust: shareholder approval was obtained in May, the board set the ratio on 26 June, and formal amendment was filed on 11 July. The company mitigates fractional-share issues by rounding up, a shareholder-friendly approach that avoids cash in lieu payments. No alteration to authorized shares or voting structure reduces the likelihood of dilution or control shifts. Overall, the action is routine yet significant, and disclosure in Form 8-K with attached exhibits meets SEC requirements.

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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): July 10, 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 3.03 Material Modification to the Rights of Security Holders

The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On July 11, 2025, Passage Bio, Inc. (the “Company”) filed a Certificate of Amendment (the “Amendment”) to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to implement a 1-for-20 reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) to be effective as of 12:01 am Eastern time on July 14, 2025 (the “Effective Time”). As previously disclosed on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 2025, the Company’s stockholders approved a proposal to authorize the Company’s Board of Directors (the “Board”) to implement, at the Board's discretion, a reverse stock split at a ratio not less than 1-for-5 and not greater than 1-for-50, with the exact ratio to be determined within that range at the discretion of the Board.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events

On June 26, 2025, the Board approved the Reverse Stock Split at a ratio of 1-for-20. On July 14, 2025, the Common Stock will begin trading on a split-adjusted basis under a new CUSIP number, 702712 209.

Upon the Effective Time, every twenty shares of the Company’s issued and outstanding Common Stock will be automatically combined and reclassified into one issued and outstanding share of Common Stock. 

No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive fractional shares will receive the number of shares of Common Stock as rounded up to the nearest whole share. The Reverse Stock Split will not affect any stockholder’s ownership percentage of Common Stock (except to the extent that the Reverse Stock Split results in such stockholder owning a fractional share which will be rounded up to the nearest full share), alter the par value of the Common Stock, change the number of authorized shares, or modify any voting rights or other terms of the Common Stock. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options to purchase shares of Common Stock and the number of shares reserved for issuance pursuant to the Company’s equity incentive and inducement plans, and employee stock purchase plan. Immediately prior to the Reverse Stock Split, there were approximately 62,405,898 shares of Common Stock outstanding. After the Reverse Stock Split, there will be approximately 3,120,295 shares outstanding.

On July 10, 2025, the Company issued a press release announcing that the Board approved the Reverse Stock Split. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number		Description
3.1		Certificate of Amendment to Amended and Restated Certificate of Incorporation of Passage Bio, Inc.
99.1		Press Release, dated July 10, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	PASSAGE BIO, INC.
Date: July 14, 2025	By:	/s/ Kathleen Borthwick
		Kathleen Borthwick
		Chief Financial Officer

FAQ

What reverse stock split ratio did Passage Bio (PASG) approve?

The board approved a 1-for-20 reverse stock split.

When will PASG begin trading on a split-adjusted basis?

Split-adjusted trading starts on 14 July 2025 with new CUSIP 702712 209.

How many shares will be outstanding after the reverse split?

Approximately 3,120,295 shares will be outstanding, down from about 62.4 million.

Will Passage Bio issue fractional shares after the split?

No. Fractional entitlements will be rounded up to the nearest whole share.

Does the reverse split affect the par value or authorized shares of PASG?

The action does not change par value, authorized share count, or voting rights.

What happens to outstanding stock options and equity plans?

Per-share exercise prices and share quantities under all options and plans will be proportionately adjusted to reflect the 1-for-20 ratio.