Remix Therapeutics to reverse-merge with Passage Bio (PASG) and raise $100M
Rhea-AI Filing Summary
Passage Bio, Inc. entered a definitive all-stock merger agreement with Remix Therapeutics, Inc., in which pre‑merger Passage Bio shareholders are expected to own about 7% of the combined company and pre‑merger Remix holders about 93%, subject to Passage Bio’s net cash at closing. Remix simultaneously arranged a concurrent private placement expected to raise at least $100 million, with proceeds and existing cash anticipated to fund the combined business into 2028. The merger will shift control to Remix’s leadership and board, with Remix’s CEO Peter Smith, Ph.D., leading the combined company, which plans to be renamed Remix Therapeutics and trade on Nasdaq as “RMTX.” Passage Bio shareholders of record at closing will receive one non‑tradeable contingent value right per share, tied to potential future milestone proceeds from out‑licensed pediatric gene therapy assets. The 8‑K also discloses termination of Passage Bio’s Catalent manufacturing agreement and Penn collaboration for PBFT02 in connection with winding down its gene therapy programs.
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Insights
Reverse merger pivots Passage Bio into Remix’s RNA oncology story with fresh capital but significant dilution.
The transaction effectively treats Passage Bio as a cash-and-listing vehicle for private Remix Therapeutics. Remix is ascribed equity value of $226 million versus Passage Bio at about $20 million, leading to roughly 93% post‑merger ownership for Remix holders and 7% for Passage Bio holders.
A concurrent private placement is expected to provide at least $100 million of gross proceeds to Remix, with the combined company’s cash anticipated to fund operations into 2028. That reduces near‑term financing pressure as Remix advances REM‑422, which showed a 43% objective response rate and 100% disease control rate in biomarker‑positive Adenoid Cystic Carcinoma at the recommended Phase 2 dose.
For Passage Bio investors, upside shifts from gene therapy to Remix’s RNA‑targeted small‑molecule pipeline plus a contingent value right linked to legacy out‑licensed assets. Key risks are deal and financing closing conditions, integration, and typical clinical and regulatory uncertainty around REM‑422 and earlier programs.
8-K Event Classification
Key Figures
Key Terms
Concurrent Financing financial
Registration Rights Agreement regulatory
Contingent Value Rights Agreement financial
Orphan Drug Designation regulatory
Fast Track designation regulatory
support agreements financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
On June 24, 2026, Passage Bio, Inc. (“Passage Bio” or the “Company”), Peregrine Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Remix Therapeutics, Inc., a Delaware corporation (“Remix”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Remix, with Remix continuing as a wholly owned subsidiary of the Company and the surviving corporation of the merger (the “Merger”).
Merger Consideration
Subject to the terms and conditions of the Merger Agreement, (i) immediately prior to the effective time of the Merger (the “Effective Time”), (a) all Remix convertible notes will be converted into shares of Remix preferred stock in accordance with their terms, and (b) all Remix preferred stock will be converted into Remix common stock pursuant to the organizational documents of Remix (the “Remix Preferred Stock Conversion”), and (ii) at the Effective Time, (a) each outstanding share of Remix common stock (excluding Remix common stock issued in the Concurrent Financing, as described below) will be converted into the right to receive a number of shares of the Company’s common stock (“Company Common Stock”), calculated in accordance with the Merger Agreement, (b) each outstanding Remix stock option that has not previously been exercised prior to the closing of the Merger will be assumed by the Company and become an option to purchase a number of shares of Company Common Stock, (c) each outstanding Remix warrant will be treated in accordance with its terms and conditions, and (d) the Remix common stock issued in the Concurrent Financing will be converted into the right to receive a number of shares of Company Common Stock calculated in accordance with the Merger Agreement.
The shares of Company Common Stock that will be issued to stockholders of Remix will be calculated using a formula in the Merger Agreement based on the equity value of each of Remix and the Company. Remix has been ascribed an aggregate equity value of $226 million and the Company’s equity value is expected to be approximately $20 million subject to adjustment based on the amount of net cash of the Company at closing of the Merger.
Concurrent Financing
Pursuant to the Merger Agreement, immediately prior to the Effective Time, Remix will consummate a financing for aggregate gross proceeds of at least $100 million (the “Concurrent Financing”), which will consist of (i) the sale of shares of Remix common stock pursuant to a subscription agreement (the “Subscription Agreement”) with certain accredited investors and (ii) the sale of convertible notes pursuant to a convertible promissory note purchase agreement (the “Note Purchase Agreement”) with certain accredited investors (collectively with the investors party to the Subscription Agreement, the “Investors”), which convertible notes will convert into shares of Remix common stock based on the same aggregate equity value of Remix used in the Merger. On June 24, 2026, Remix entered into the Subscription Agreement and Note Purchase Agreement for the Concurrent Financing with the Investors with expected aggregate gross proceeds to Remix of at least $100 million.
In connection with the Concurrent Financing, at the closing of the Merger, Remix and Passage Bio will enter into a registration rights agreement (the “Registration Rights Agreement”) with the Investors providing for the registration under the Securities Act of 1933, as amended (the “Securities Act”) of the shares of common stock sold in the Concurrent Financing. Pursuant to the Registration Rights Agreement, the combined company will prepare and file a resale registration statement with the SEC within 30 calendar days following the Effective Time. The combined company will use its commercially reasonable efforts to cause such registration statement to become effective as promptly as practicable but not later than the 90th calendar day following the Effective Time (or, in the event of a "full review" by the SEC, the 120th calendar day following the Effective Time).
The consummation of the transactions contemplated by the Subscription Agreement is conditioned on the satisfaction or waiver of the conditions set forth in the Merger Agreement and in the Subscription Agreement. Shares of Remix common stock issued pursuant to the Concurrent Financing will be converted into shares of Company Common Stock in the Merger in accordance with the Merger Agreement.
The foregoing descriptions of the Subscription Agreement and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the Subscription Agreement and the Registration Rights Agreement, the forms of which are filed as Exhibits 10.4 and 10.5, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Conditions to the Merger
The closing of the Merger is subject to the satisfaction or, to the extent permitted by law, the waiver of certain conditions including, among other things, (i) the required approvals by each respective party’s stockholders; (ii) the accuracy of the respective representations and warranties of each party, subject to certain materiality qualifications; (iii) compliance by the parties with their respective covenants; (iv) no law or order preventing the Merger and the other transactions contemplated by the Merger Agreement; (v) the shares of Company Common Stock to be issued in the Merger being approved for listing (subject to official notice of issuance) on The Nasdaq Stock Market (“Nasdaq”); (vi) the Concurrent Financing results in cash proceeds of not less than $100 million to Remix; (vii) the Registration Statement (as defined below) having become effective in accordance with the provisions of the Securities Act, and not being subject to any stop order or proceeding seeking a stop order; and (viii) the Remix Preferred Stock Conversion will have been effected as of the closing date of the Merger.
Governance
At the Effective Time, the Board of Directors of the combined company is expected to consist of nine (9) members, all of whom will be designated by Remix. Peter Smith, Ph.D., currently the chief executive officer and co-founder of Remix, will be appointed as Chief Executive Officer of the combined company.
Non-Solicitation
From the date of the Merger Agreement until the earlier to occur of the termination of the Merger Agreement in accordance with its terms and the Effective Time, each of Passage and Remix will be subject to customary restrictions on its ability to, among other things, (i) solicit, initiate or knowingly encourage, induce or facilitate the communication, making, submission or announcement of any competing acquisition proposals from third parties, (ii) furnish any non-public information regarding such party to any third party in connection with or in response to a competing acquisition proposal, (iii) engage in discussions or negotiations with any third party with respect to any competing acquisition proposal, (iv) approve, endorse or recommend any competing acquisition proposal, (v) execute or enter into any letter of intent or any agreement contemplating or otherwise relating to any competing acquisition proposal, or (vi) publicly propose to do any of the foregoing, subject to a customary provision that allows each of Passage and Remix, under certain specified circumstances, to participate in discussions and engage in negotiations with, and provide non-public information to, third parties with respect to a competing acquisition proposal that did not result from a breach of the foregoing restrictions, if the Passage Board or Remix Board determines in good faith, after consultation with its financial advisors and outside legal counsel, that such competing acquisition proposal constitutes a Superior Offer (as defined in the Merger Agreement) or could reasonably be expected to result in a Superior Offer and that the failure to take such actions would reasonably be expected to be inconsistent with the Passage Board’s or Remix Board’s fiduciary duties. Each of Passage and Remix is required to notify the other party of certain competing acquisition proposals, provide copies of written documentation related to such competing acquisition proposals and give such party a customary match period before effecting a change in the Passage Board or Remix Board recommendation in favor of the Transactions.
Termination and Fees
The Merger Agreement contains certain customary termination rights, including, among others, (i) the mutual written consent of the parties, (ii) the right of either party to terminate the Merger Agreement if the Company’s stockholders fail to approve the issuance of Company Common Stock in the Merger and the Company Stockholder Matters (as defined below), (iii) the right of the Company to terminate the Merger Agreement if Remix does not deliver its required stockholder vote within fifteen (15) days after the Registration Statement becomes effective, (iv) the right of either party to terminate the Merger Agreement if the other party’s board of directors changes or withdraws its recommendation in favor of the transactions contemplated under the Merger Agreement, (v) the right of either party to terminate the Merger Agreement if the Merger has not occurred by December 24, 2026 (subject, under certain circumstances, to extension for an additional ninety (90) days), (vi) the right of either party to terminate the Merger Agreement due to a material breach by the other party of any of its representations, warranties or covenants which would result in the closing conditions not being satisfied, subject to certain conditions, (vii) the right of either party to terminate the Merger Agreement if a court of competent jurisdiction or other governmental body issues a final and non-appealable order, decree or ruling, or has taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger and the other transactions contemplated by the Merger Agreement, and (viii) the right of either party to terminate the Merger Agreement to enter into an alternative transaction if such party has received a superior offer and paid a termination fee.
Upon termination of the Merger Agreement under specified circumstances, including if Passage terminates the Merger Agreement due to a change in the Remix Board recommendation in favor of the Transactions or if Remix terminates the Merger Agreement and enters into an alternative transaction with respect to a superior offer, Remix will be required to make a payment to Passage equal to $17.5 million in cash. Upon termination of the Merger Agreement under specified circumstances, including if Remix terminates the Merger Agreement due to a change in the Passage Board recommendation in favor of the Transactions or if Passage terminates the Merger Agreement and enters into an alternative transaction with respect to a superior offer, Passage will be required to make a payment to Remix equal to $1.548 million in cash.
Certain Other Terms of the Merger Agreement
The Merger Agreement contains customary representations, warranties and covenants made by the Company and Remix, including covenants relating to obtaining the requisite approvals of the stockholders of the Company and Remix, indemnification of directors and officers, and the Company’s and Remix’s conduct of their respective businesses between the date of signing the Merger Agreement and the closing of the Merger.
In connection with the Merger, the Company will prepare and file a combined registration statement on Form S-4 registering the Company Common Stock to be issued to Remix’s stockholders in the Merger, other than the shares issued in the Concurrent Financing (the “Registration Statement”), and proxy statement with respect to the meeting of the Company’s stockholders (the “Proxy Statement”) at which, among other things, the Company has agreed to seek the approval of the Company’s stockholders with respect to certain actions, including (i) the issuance of Company Common Stock to the Remix stockholders in connection with the Merger and the other transactions contemplated under the Merger Agreement, pursuant to the Merger Agreement and Nasdaq rules, (ii) the amendment of the Company’s certificate of incorporation to change the name of the Company to “Remix Therapeutics, Inc.,” and, if the Board of Directors determines to complete a reverse stock split of all outstanding shares of Company Common Stock, to effect such reverse stock split, and to make such other changes as shall be mutually agreed upon by the Company and Remix, and (iii) the approval of new equity incentive plans for the combined company (collectively, the “Company Stockholder Matters”).
The foregoing summary does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed herewith as Exhibit 2.1 and is incorporated by reference herein.
The Merger Agreement has been attached as an exhibit to this Current Report on Form 8-K (this “Current Report”) in order to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company, Remix or their respective affiliates or to modify or supplement any factual disclosures about the Company, Remix or their respective affiliates in public reports filed with the SEC. The Merger Agreement includes representations, warranties and covenants of the Company and Remix that were made solely for the purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the parties thereto, and which may be subject to important qualifications and limitations agreed to by the Company and Remix in connection with the negotiated terms of the Merger Agreement. Moreover, such representations and warranties may not be accurate or complete as of any specified date, have been modified or qualified by certain disclosures between the parties made in connection with the negotiation of the Merger Agreement, which disclosures are not reflected in the Merger Agreement itself, and may apply contractual standards of materiality in a way that is different from that which may be viewed as material by the Company’s stockholders, Remix’s stockholders or other security holders. In addition, the representations and warranties were made for purposes of allocating risk among the parties to the Merger Agreement and were not intended, and should not be relied upon, as statements of fact. Information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s or Remix’s public disclosures.
Support Agreements
Concurrently with the execution and delivery of the Merger Agreement, certain executive officers, directors and stockholders (together with their affiliates), including certain investors in the Concurrent Financing, of Remix (solely in their respective capacities as Remix stockholders) who beneficially own an aggregate of approximately 93% of the outstanding Remix common stock and Remix preferred stock (the “Remix Capital Stock”) as of June 24, 2026 have entered into support agreements with the Company to vote all of their shares of Remix Capital Stock in favor of adoption of the Merger Agreement (the “Remix Support Agreements”), pursuant to which such individuals have agreed, among other things, to vote their respective shares of Remix Capital Stock in favor of the adoption of the Merger Agreement and approval of the Merger, and against any competing acquisition proposal and against any agreement or transaction that would reasonably be expected to impede, interfere with, delay, postpone, discourage or materially and adversely affect the Merger or any of the transactions contemplated by the Merger Agreement.
The foregoing description of the Remix Support Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Remix Support Agreement, which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.
Concurrently with the execution and delivery of the Merger Agreement, certain executive officers and directors of the Company (solely in their respective capacities as the Company stockholders) who beneficially own an aggregate of approximately 1% of the outstanding Company Common Stock as of June 24, 2026 have entered into support agreements with Remix to vote all of their shares of Company Common Stock in favor of approval of the Merger Agreement (the “Company Support Agreements”), pursuant to which such individuals have agreed, among other things, to vote their respective shares of Company Common Stock in favor of the issuance of Company Common Stock in the Merger and the other transactions contemplated by the Merger Agreement, against any competing acquisition proposal, and against any agreement or transaction that would reasonably be expected to materially impede, interfere with, delay, postpone, discourage or materially and adversely affect the Merger or any of the transactions contemplated by the Merger Agreement.
The foregoing description of the Company Support Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Company Support Agreement, which is filed herewith as Exhibit 10.2 and is incorporated by reference herein.
Lock-Up Agreements
Concurrently with the execution and delivery of the Merger Agreement, certain officers of the Company holding 0.34% of the outstanding Company Common Stock as of June 24, 2026 and certain officers, directors and stockholders of Remix holding approximately 99% of the Remix Capital Stock as of June 24, 2026 have entered into lock-up agreements (the “Lock-Up Agreements”) pursuant to which they accepted certain restrictions on transfers of shares of Company Common Stock for the 180-day period following the closing of the Merger, subject to certain customary exceptions.
The foregoing description of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Lock-Up Agreements, which is filed herewith as Exhibit 10.3 and is incorporated by reference herein.
Contingent Value Rights Agreement
At the Effective Time, the Company and a third party rights agent (“Rights Agent”), will enter into a Contingent Value Rights Agreement (the “CVR Agreement”), pursuant to which the Company’s common stockholders of record as of the close of business on the last business day prior to the day on which the Effective Time occurs will receive one contingent value right (each, a “CVR”) for each outstanding share of Company Common Stock held by such stockholder on such date.
Each CVR will represent the contractual right to receive payments from the Company upon the actual receipt by the Company or its subsidiaries of certain contingent proceeds derived from certain existing license agreements of the Company, net of certain tax, transaction costs and certain other expenses.
The contingent payments under the CVR Agreement, if they become payable, will become payable to the Rights Agent for subsequent distribution to the holders of the CVRs. There can be no assurance that any holders of CVRs will receive payments with respect thereto.
The right to the contingent payments contemplated by the CVR Agreement is a contractual right only and will not be transferable, except in the limited circumstances specified in the CVR Agreement. The CVRs will not be evidenced by a certificate or any other instrument and will not be registered with the Securities and Exchange Commission (the “SEC”). The CVRs will not have any voting or dividend rights and will not represent any equity or ownership interest in the Company or any of its affiliates. No interest will accrue on any amounts payable in respect of the CVRs.
The foregoing summary of the CVR Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of CVR Agreement, which is filed herewith as Exhibit 10.6 and is incorporated by reference herein.
Item 1.02. Termination of a Material Definitive Agreement.
On June 23, 2026, the Company delivered written notice to Catalent Maryland, Inc. (“Catalent”) of the Company’s election to terminate, pursuant to Section 20.1(b)(ii) therein, the Amended and Restated Development Services and Clinical Supply Agreement by and between the Company and Catalent, dated as of November 9, 2023 (the “Catalent Agreement”) in its entirety, with such termination effective as of June 23, 2026.
The Catalent Agreement governed the provision of development services and clinical supply manufacturing services, including the manufacture of bulk drug substance and drug product, by Catalent to the Company in connection with the Company’s gene therapy programs, including PBFT02. The Company determined to terminate the Catalent Agreement in connection with the wind-down of its gene therapy programs and the proposed Merger.
In connection with the termination, the Company will not be obligated to pay Catalent a termination fee.
Item 3.02. Unregistered Sales of Equity Securities.
To the extent required by this Item, the information set forth in Item 1.01 is incorporated by reference into this Item 3.02.
Item 5.01. Changes in Control of Registrant.
The information set forth in Item 1.01 and in Item 5.02 is incorporated by reference into this Item 5.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information disclosed under the section titled “Governance” under Item 1.01 above is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
Press Release
On June 24, 2026, Passage Bio and Remix issued a joint press release announcing the execution of the Merger Agreement. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference, except that the information contained on the websites referenced in the press release is not incorporated herein by reference.
Investor Presentation
On June 24, 2026, representatives of Passage Bio and Remix will hold a conference call to investors, which will include an investor presentation. The investor presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
The information contained in this Item 7.01, including Exhibits 99.1 and 99.2, is deemed to have been furnished and 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, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.
Item 8.01. Other Events.
On June 23, 2026, the Company delivered written notice to The Trustees of the University of Pennsylvania (“Penn”) of the Company’s election to terminate, pursuant to Section 10.2 therein, the Second Amended and Restated Research, Collaboration and License Agreement between Penn and the Company, dated as of July 31, 2024 (the “Penn Agreement”), solely with respect to the licensed product referred to by the Company as “PBFT02” and all indications licensed to the Company under the Penn Agreement for PBFT02, including frontotemporal dementia with granulin mutations (the “PBFT02 Termination”). Following the effectiveness of the PBFT02 Termination, the Company will no longer have rights under the Penn Agreement to develop or commercialize PBFT02. The PBFT02 Termination will become effective ninety (90) days following Penn’s receipt of such notice. The Penn Agreement will remain in full force and effect with respect to all licensed products other than PBFT02.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction involving Passage Bio and Remix, including the conditions to, and timing of, closing of the proposed transaction, the Board of Directors and management of the combined company, the percentage ownership of the combined company (which is subject to adjustment based on the amount of Passage Bio’s net cash as of the closing of the proposed transaction), and the parties’ ability to consummate the proposed transaction and private placement financing, including the intended use of net proceeds from the private placement financing and the expected timing of closing and completion of the private placement financing, the expected issuance of the CVR and the contingent payments contemplated by the CVR, the combined company’s expected cash and the sufficiency of the combined company’s cash to fund operations into 2028, the listing of the combined company’s shares on Nasdaq, the expectations surrounding the potential, safety, efficacy, and regulatory and clinical progress of Remix’s product candidates, including REM-422, and anticipated milestones and timing, among others.
Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions among others. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (i) the risk that the conditions to the closing of the proposed transaction are not satisfied, including the failure to timely or at all obtain stockholder approval for the proposed transaction or the failure to timely or at all obtain any required regulatory clearances; (ii) uncertainties as to the timing of the consummation of the proposed transaction and the ability of each of Passage Bio and Remix to consummate the proposed transaction; (iii) the ability of Passage Bio and Remix to integrate their businesses successfully and to achieve anticipated synergies; (iv) the possibility that other anticipated benefits of the proposed transaction will not be realized, including without limitation, anticipated revenues, expenses, earnings and other financial results, and growth and expansion of the combined company’s operations, and the anticipated tax treatment of the combination; (v) potential litigation relating to the proposed transaction that could be instituted against Passage Bio, Remix or their respective directors; (vi) possible disruptions from the proposed transaction that could harm Passage Bio’s and/or Remix’s respective businesses; (vii) the ability of Remix to retain, attract and hire key personnel; (viii) potential adverse reactions or changes to relationships with employees, suppliers or other parties resulting from the announcement or completion of the proposed transaction; (ix) potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect Passage Bio’s or Remix’s financial performance; (x) certain restrictions during the pendency of the proposed transaction that may impact Passage Bio’s or Remix’s ability to pursue certain business opportunities or strategic transactions; (xi) the combined company’s need for additional funding, which may not be available; (xii) failure to identify additional product candidates and develop or commercialize marketable products; (xiii) the early stage of the combined company’s development efforts; (xiv) potential unforeseen events during clinical trials could cause delays or other adverse consequences; (xv) risks relating to the regulatory approval process; (xvi) interim, topline and preliminary data may change as more patient data become available, and are subject to audit and verification procedures that could result in material changes in the final data; (xvii) Passage Bio’s and Remix’s product candidates may cause serious adverse side effects; (xviii) inability to maintain collaborations, or the failure of these collaborations; (xix) the combined company’s reliance on third parties, including for the manufacture of materials for our research programs, preclinical and clinical studies; (xx) failure to obtain U.S. or international marketing approval; (xxi) ongoing regulatory obligations; effects of significant competition; (xxii) unfavorable pricing regulations, third-party reimbursement practices or healthcare reform initiatives; (xxiii) product liability lawsuits; (xxiv) securities class action litigation; (xxv) the impact of general economic conditions on our business and operations, including the combined company’s preclinical studies and clinical trials; (xxvi) the possibility of system failures or security breaches; risks relating to intellectual property; (xxvii) significant costs incurred as a result of operating as a public company; (xxviii) the risk that, as a result of adjustments to the exchange ratio, Passage Bio stockholders and Remix stockholders could own more or less of the combined company than is currently anticipated, including as a result of the determination of Passage Bio’s net cash; (xxix) risks related to the market price of Passage Bio’s common stock relative to the value implied by the exchange ratio; (xxx) the risk that holders of the CVR may never receive any payments thereunder; (xxxi) the risk that the concurrent private placement financing is not consummated; and (xxxii) such other factors as are set forth in Passage Bio’s periodic public filings with the SEC, including but not limited to those described under the heading “Risk Factors” in Passage Bio’s Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Report on Form 10-Q for the period ended March 31, 2026. Passage Bio and Remix can give no assurance that the conditions to the proposed transaction will be satisfied. Except as required by applicable law, Passage Bio and Remix undertake no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
Important Information about the Merger and Where to Find It
This communication relates to a proposed transaction involving Passage Bio and Remix and may be deemed to be solicitation material in respect of the proposed transaction. In connection with the proposed transaction, Passage Bio intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will contain a proxy statement of Passage Bio that will constitute a prospectus with respect to shares of Passage Bio stock to be issued in the proposed transaction (the “Proxy Statement/Prospectus”). Passage Bio may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Proxy Statement/Prospectus or any other document which Passage Bio may file with the SEC. INVESTORS AND SECURITYHOLDERS OF PASSAGE BIO AND REMIX ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE OR WILL BE FILED BY PASSAGE BIO WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Passage Bio and Remix stockholders will also be able to obtain free copies of the Proxy Statement/Prospectus (when available) and other documents containing important information about Passage Bio, Remix and the proposed transaction that will be filed with the SEC by Passage Bio through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Passage Bio will also be available free of charge on Passage Bio’s website at www.passagebio.com or by contacting Passage Bio’s investor relations department by email at investors@passagebio.com.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities nor a solicitation of any vote or approval with respect to the proposed transaction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Participants in the Solicitation
Passage Bio, Remix and their respective directors and executive officers may be deemed to be “participants” (as defined in Section 14(a) of the Securities Exchange Act of 1934) in the solicitation of proxies from Passage Bio’s stockholders in connection with the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from Passage Bio’s stockholders in connection with the proposed transaction will be set forth in the Proxy Statement/Prospectus on Form S-4 for the proposed transaction, which is expected to be filed with the SEC by Passage Bio. Information regarding Passage Bio’s directors and executive officers is also available in Passage Bio’s most recent Annual Report on Form 10-K and in its definitive proxy statement for its 2026 annual meeting of stockholders filed with the SEC on April 7, 2026. Investors and securityholders of Passage Bio and Remix are urged to read the Proxy Statement/Prospectus and other relevant documents that will be filed with the SEC by Passage Bio carefully and in their entirety when they become available because they will contain important information about the proposed transaction.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit Number |
Exhibit Description | |
| 2.1^ | Agreement and Plan of Merger, dated June 24, 2026, by and among Passage Bio, Inc., Peregrine Merger Sub, Inc., and Remix Therapeutics, Inc. | |
| 10.1 | Form of Support Agreement by and between Passage Bio, Inc. and certain stockholders of Remix Therapeutics, Inc. | |
| 10.2 | Form of Support Agreement by and between Remix Therapeutics, Inc. and certain stockholders of Passage Bio, Inc. | |
| 10.3 | Form of Lock-Up Agreement. | |
| 10.4 | Form of Subscription Agreement among Remix Therapeutics, Inc. and the purchasers signatory thereto. | |
| 10.5 | Form of Registration Rights Agreement among Remix Therapeutics, Inc., Passage Bio, Inc., and the purchasers signatory thereto. | |
| 10.6 | Form of CVR Agreement. | |
| 99.1 | Joint Press Release, dated June 24, 2026. | |
| 99.2 | Investor Presentation, dated June 24, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
^ Registrant has omitted schedules and exhibits pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of the omitted schedules and exhibits to the SEC upon request.
SIGNATURES
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: June 24, 2026 | By: |
/s/ Kathleen Borthwick |
| Name: | Kathleen Borthwick | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
 |  |
Passage Bio and Remix Therapeutics Announce Merger Agreement
Combined company to operate as Remix Therapeutics and advance Remix’s pipeline of novel small molecule therapies designed to reprogram RNA processing and address disease drivers at their origin
Remix’s lead program, REM-422, is an orally available mRNA degrader targeting MYB, a historically undruggable transcription factor implicated across multiple cancers
Concurrent oversubscribed $100 million private placement financing of Remix expected to fund combined company operations into 2028, supporting delivery of several clinical readouts for REM-422 in 2027
Companies to hold joint conference call on June 24, 2026 at 4:30 PM ET
Philadelphia, Pa., and Watertown, Mass., June 24, 2026 – Passage Bio, Inc. (Nasdaq: PASG) (“Passage Bio”) and Remix Therapeutics, Inc. (“Remix”), a clinical-stage biotechnology company developing small molecule therapies to modulate RNA processing and address the underlying drivers of disease, today announced that they have entered into a definitive merger agreement to combine in an all-stock transaction. Upon completion of the transaction, the combined company plans to operate under the name Remix Therapeutics, Inc. and expects to trade on Nasdaq under the ticker symbol “RMTX.”
In connection with the proposed merger, Remix has secured commitments for a concurrent oversubscribed private placement financing that is expected to result in total gross proceeds of approximately $100 million from a syndicate of new investors led by Decheng Capital, with participation from Lynx1 Capital Management, Forge Life Science Partners, existing investors and other leading investment management firms.
The private placement financing is expected to close immediately prior to completion of the proposed merger. The combined company’s cash and cash equivalents balance at closing, including the proceeds from the private placement, is anticipated to fund the combined company’s operations into 2028 and provide runway through key clinical milestones, including data from the registrational Phase 2 trial of REM-422 in Adenoid Cystic Carcinoma (ACC); data from the Phase 1 trial in Acute Myeloid Leukemia (AML) or high-risk myelodysplastic syndrome (HR-MDS) and progression of Remix’s discovery pipeline.
“This transaction marks a transformative step for Remix as we advance our mission to reprogram RNA processing and unlock a new class of medicines with the strength of our seasoned team and support from leading biotechnology investors,” said Peter Smith, Ph.D., Co-Founder and CEO of Remix. “We are exceptionally well-positioned to accelerate a pipeline of RNA-targeted small-molecule therapies led by REM-422, an orally available mRNA degrader targeting MYB, a historically undruggable transcription factor implicated across multiple cancers. With this strengthened foundation and compelling REM-422 data in hand, we are focused on rapidly translating our breakthrough science into differentiated therapies for patients who urgently need better options.”
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"Following a thorough evaluation of strategic alternatives, we are thrilled to have identified Remix as the ideal partner for this transaction. Remix has built a truly differentiated platform in RNA processing modulation, and REM-422's impactful Phase 1 data in ACC and strong execution of their ongoing registrational study in this underserved disease reflect the quality of their science and team. We believe this combination delivers compelling value for Passage Bio stockholders, providing meaningful participation in a clinical-stage company with a well-defined path to pivotal data. We look forward to supporting the combined company as it advances these important medicines for patients," said Will Chou, M.D., President and CEO of Passage Bio.
About the Proposed Transaction
Under the terms of the merger agreement, as of the closing of the proposed merger, the pre-merger Passage Bio shareholders are expected to own approximately 7% of the combined company and the pre-merger Remix stockholders (inclusive of those investors participating in the financing) are expected to own approximately 93% of the combined company. The percentage of the combined company that Passage Bio shareholders will own as of the closing of the proposed merger is subject to adjustment based on the estimated amount of Passage Bio’s net cash immediately prior to the closing date. In connection with the proposed merger, a contingent value right (“CVR”) will be distributed to Passage shareholders of record at the closing date. Each CVR will entitle its holder to receive a pro rata portion of certain net proceeds actually received by the combined company from milestones associated with Passage Bio's out-licensed pediatric gene therapy pipeline assets, subject to the terms and conditions of a CVR agreement to be entered into at closing. The CVRs will not be transferable (except in limited circumstances), will not be listed on any securities exchange, and will not bear interest. There can be no assurance that any proceeds will be realized or that CVR holders will receive any payment.
The transaction has been unanimously approved by the Board of Directors of both companies and is expected to close in the fourth quarter of 2026, subject to the satisfaction of customary closing conditions, including, among others, approval by the stockholders of each company, the effectiveness of a registration statement to be filed with the U.S. Securities and Exchange Commission (the “SEC”) to register the securities to be issued in connection with the proposed merger and the satisfaction of other customary closing conditions.
The combined company plans to operate under the name Remix Therapeutics, Inc. and will be led by Dr. Smith. Remix’s Board of Directors will become directors of the combined company, chaired by Matthew Patterson. In conjunction with the transaction, Peter Colabuono of Decheng Capital will join the Board of Directors.
Latham & Watkins LLP is serving as legal counsel to Remix. Goldman Sachs & Co. LLC, Jefferies and Evercore ISI are acting as the placement agents in connection with the concurrent private placement financing. RBC Capital Markets and Canaccord Genuity are acting as Capital Markets Advisors. Cooley LLP is serving as legal counsel to the placement agents. Fenwick & West LLP is serving as legal counsel to Passage Bio. Wedbush Securities Inc.is serving as exclusive financial advisor for the transaction.
Conference Call and Webcast Information
The companies will host a conference call and webcast on June 24, 2026 at 4:30 P.M. ET. Participants are invited to listen here or by visiting the Investors & Media section of Passage Bio’s website at investors.passagebio.com.
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About REM-422
REM-422 is a potent, selective, and oral small molecule mRNA degrader that induces the reduction of MYB mRNA and subsequent protein expression. REM-422 functions by facilitating the incorporation of a poison exon in the MYB mRNA transcript, leading to nonsense-mediated decay of the transcript. REM-422 is currently in Phase 1/2 clinical studies in both Adenoid Cystic Carcinoma (ACC) and Acute Myeloid Leukemia (AML) or high-risk myelodysplastic syndrome (HR-MDS). The U.S. Food and Drug Administration granted REM-422 Orphan Drug Designation for ACC and AML and Fast Track designation for ACC.
About Remix Therapeutics
Remix Therapeutics is a clinical-stage biotechnology company developing novel small molecule therapies designed to reprogram RNA processing and address disease drivers at their origin. Remix's REMaster™ technology platform leverages cutting-edge data science, biomolecular sciences and chemistry approaches to identify orally administered compounds that modulate gene expression. Remix's innovative therapeutic approach led to the discovery of REM-422, an RNA processing modulator in oncology, now being evaluated in Phase 1/2 clinical studies to treat acute myeloid leukemia (AML), high-risk myelodysplastic syndrome (HR-MDS) and adenoid cystic carcinoma (ACC).
About Passage Bio
Passage Bio (Nasdaq: PASG) is a clinical stage genetic medicines company on a mission to improve the lives of patients with neurodegenerative diseases. Passage Bio’s primary focus is the development and advancement of cutting-edge, one-time therapies designed to target the underlying pathology of these conditions. Passage Bio’s lead product candidate, PBFT02, seeks to treat neurodegenerative conditions, including frontotemporal dementia, by elevating progranulin levels to restore lysosomal function and slow disease progression.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction involving Passage Bio and Remix, including the conditions to, and timing of, closing of the proposed transaction, the Board of Directors and management of the combined company, the percentage ownership of the combined company (which is subject to adjustment based on the amount of Passage Bio’s net cash as of the closing of the proposed transaction), and the parties’ ability to consummate the proposed transaction and private placement financing, including the intended use of net proceeds from the private placement financing and the expected timing of closing and completion of the private placement financing, the expected issuance of the CVR and the contingent payments contemplated by the CVR, the combined company’s expected cash and the sufficiency of the combined company’s cash to fund operations into 2028, the listing of the combined company’s shares on Nasdaq, the expectations surrounding the potential, safety, efficacy, and regulatory and clinical progress of Remix’s product candidates, including REM-422, and anticipated milestones and timing, among others.
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Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions among others. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (i) the risk that the conditions to the closing of the proposed transaction are not satisfied, including the failure to timely or at all obtain stockholder approval for the proposed transaction or the failure to timely or at all obtain any required regulatory clearances; (ii) uncertainties as to the timing of the consummation of the proposed transaction and the ability of each of Passage Bio and Remix to consummate the proposed transaction; (iii) the ability of Passage Bio and Remix to integrate their businesses successfully and to achieve anticipated synergies; (iv) the possibility that other anticipated benefits of the proposed transaction will not be realized, including without limitation, anticipated revenues, expenses, earnings and other financial results, and growth and expansion of the combined company’s operations, and the anticipated tax treatment of the combination; (v) potential litigation relating to the proposed transaction that could be instituted against Passage Bio, Remix or their respective directors; (vi) possible disruptions from the proposed transaction that could harm Passage Bio’s and/or Remix’s respective businesses; (vii) the ability of Remix to retain, attract and hire key personnel; (viii) potential adverse reactions or changes to relationships with employees, suppliers or other parties resulting from the announcement or completion of the proposed transaction; (ix) potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect Passage Bio’s or Remix’s financial performance; (x) certain restrictions during the pendency of the proposed transaction that may impact Passage Bio’s or Remix’s ability to pursue certain business opportunities or strategic transactions; (xi) the combined company’s need for additional funding, which may not be available; (xii) failure to identify additional product candidates and develop or commercialize marketable products; (xiii) the early stage of the combined company’s development efforts; (xiv) potential unforeseen events during clinical trials could cause delays or other adverse consequences; (xv) risks relating to the regulatory approval process; (xvi) interim, topline and preliminary data may change as more patient data become available, and are subject to audit and verification procedures that could result in material changes in the final data; (xvii) Passage Bio’s and Remix’s product candidates may cause serious adverse side effects; (xviii) inability to maintain collaborations, or the failure of these collaborations; (xix) the combined company’s reliance on third parties, including for the manufacture of materials for our research programs, preclinical and clinical studies; (xx) failure to obtain U.S. or international marketing approval; (xxi) ongoing regulatory obligations; effects of significant competition; (xxii) unfavorable pricing regulations, third-party reimbursement practices or healthcare reform initiatives; (xxiii) product liability lawsuits; (xxiv) securities class action litigation; (xxv) the impact of general economic conditions on our business and operations, including the combined company’s preclinical studies and clinical trials; (xxvi) the possibility of system failures or security breaches; risks relating to intellectual property; (xxvii) significant costs incurred as a result of operating as a public company; (xxviii) the risk that, as a result of adjustments to the exchange ratio, Passage Bio stockholders and Remix stockholders could own more or less of the combined company than is currently anticipated, including as a result of the determination of Passage Bio’s net cash; (xxix) risks related to the market price of Passage Bio’s common stock relative to the value implied by the exchange ratio; (xxx) the risk that holders of the CVR may never receive any payments thereunder; (xxxi) the risk that the concurrent private placement financing is not consummated; and (xxxii) such other factors as are set forth in Passage Bio’s periodic public filings with the SEC, including but not limited to those described under the heading “Risk Factors” in Passage Bio’s Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Report on Form 10-Q for the period ended March 31, 2026. Passage Bio and Remix can give no assurance that the conditions to the proposed transaction will be satisfied. Except as required by applicable law, Passage Bio and Remix undertake no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
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Additional Information and Where to Find It
This communication relates to a proposed transaction involving Passage Bio and Remix and may be deemed to be solicitation material in respect of the proposed transaction. In connection with the proposed transaction, Passage Bio intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will contain a proxy statement of Passage Bio that will constitute a prospectus with respect to shares of Passage Bio stock to be issued in the proposed transaction (the “Proxy Statement/Prospectus”). Passage Bio may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Proxy Statement/Prospectus or any other document which Passage Bio may file with the SEC. INVESTORS AND SECURITYHOLDERS OF PASSAGE BIO AND REMIX ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED BY PASSAGE BIO WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Passage Bio and Remix stockholders will also be able to obtain free copies of the Proxy Statement/Prospectus (when available) and other documents containing important information about Passage Bio, Remix and the proposed transaction that will be filed with the SEC by Passage Bio through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Passage Bio will also be available free of charge on Passage Bio’s website at www.passagebio.com or by contacting Passage Bio’s investor relations department by email at investors@passagebio.com.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities nor a solicitation of any vote or approval with respect to the proposed transaction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Participants in the Solicitation
Passage Bio, Remix and their respective directors and executive officers may be deemed to be “participants” (as defined in Section 14(a) of the Securities Exchange Act of 1934) in the solicitation of proxies from Passage Bio’s stockholders in connection with the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from Passage Bio’s stockholders in connection with the proposed transaction will be set forth in the Proxy Statement/Prospectus on Form S-4 for the proposed transaction, which is expected to be filed with the SEC by Passage Bio. Information regarding Passage Bio’s directors and executive officers is also available in Passage Bio’s most recent Annual Report on Form 10-K and in its definitive proxy statement for its 2026 annual meeting of stockholders filed with the SEC on April 7, 2026. Investors and securityholders of Passage Bio and Remix are urged to read the Proxy Statement/Prospectus and other relevant documents that will be filed with the SEC by Passage Bio carefully and in their entirety when they become available because they will contain important information about the proposed transaction.
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Remix Therapeutics Contacts:
Media:
Kara Stephens-Weaver
Precision AQ
Kara.Stephens-Weaver@precisionaq.com
Investors:
Will O'Connor
Precision AQ
Will.OConnor@precisionaq.com
Passage Bio Contacts
Media:
Mike Beyer
Sam Brown Inc. Healthcare Communications
312.961.2502
mikebeyer@sambrown.com
Investors:
investors@passagebio.com
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Exhibit 99.2
CONFIDENTIAL Modulating RNA Processing TO TARGET THE UNDRUGGABLE Investor Presentation June 2026
CONFIDENTIAL 2 Disclaimers Important Information for Investors This confidential presentation (“Presentation”) is for informational purposes only and is being provided to interested partie s s olely in their capacity as potential investors for the purpose of evaluating a potential private offering of securities (the “Pu rpose”) by Remix Therapeutics, Inc. (collectively with its subsidiaries, “Remix”), in connection with a potential business combination between Passage Bio, Inc. (collectively with its subsidiaries, “Passage”) and Remix (the “Prop ose d Transaction”). By accepting this Presentation, you acknowledge and agree that all of the information contained herein is co nfi dential, that you will use such information only for the Purpose and that you shall not use such information in any way that is detrimental to Remix or Passage. The information contained herein does not purport to be all - inclusive and neither Remix, Passage, nor any of their respective affiliates or respective control persons, officers, directo rs , employees or representatives makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation. You should consult your own coun sel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting thi s Presentation, you confirm that you are not relying upon the information contained herein to make any investment or other decision. Furthermore, by accepting this presentation you will be deemed to represent that you a re an accredited investor, have the capacity to protect your own interests in connection with the offering and have sufficient k now ledge and experience in investing in investments similar to the securities to properly evaluate the merits and risks of the investment in the securities. This Presentation has been prepared by Remix. While Remix believes that the financial and other information contained herein is accurate, Remix expressly disclaims any and all liability for the contents of, or omissions from, this Presentation and for a ny other written or oral communication transmitted or made available to a recipient. This Presentation includes certain statements and estimates provided by Remix with respect to Remix's historical and anticipa ted performance as well as Remix's relative position within its market and industry. Such statements and estimates reflect variou s assumptions by Remix (some of which may not be stated) that may or may not prove to be accurate. Remix nor its affiliates or employees, directors, officers, contractors, advisors, members, successors, representat ive s or agents makes any representations or warranties (express or implied) concerning the accuracy or completeness of this Pres ent ation, nor shall they have any liability for any representations or warranties (expressed or implied) contained in, or for any omissions from or errors in, this Presentation or any other written or oral communications tra nsmitted to the recipient in the course of its evaluation of Remix and/or the Proposed Transaction. Only those particular rep res entations and warranties that may be made in a definitive agreement when, as and if one is executed, and subject to such limitations and restrictions as may be specified in such definitive agreement, shall have any l ega l effect. The projections and estimates of Remix's financial and operating performance throughout this Presentation have been provided to assist parties who may be interested in the Proposed Transaction but are not to be viewed as facts and should not be relied u pon as a representation of future results. The assumptions underlying the estimates and projections contained herein are subject to significant economic and competitive uncertainties and contingencies beyond Remix 's control. Also, judgments based upon past performance may not be necessarily indicative of future performance or industry tren ds. Consequently, no assurances are made or implied as to the reliability of such projections or estimates and the inclusion of the projections and estimates herein should not be regarded as a representation th at the projected results will be achieved. No independent accounting firm has examined or reviewed the financial estimates or pr ojections contained herein, and accordingly, no conclusion or any form of assurance with respect thereto is provided. Certain information contained in this Presentation relates to or is based on studies, publications, surveys and Remix's own i nte rnal estimates and research. In this Presentation, Remix relies on, and refers to, publicly available information and statist ics regarding market participants in the sector in which Remix competes and other industry data. Any comparison of Remix to any other entity assumes the reliability of the information available to Remix. Remix obtained thi s i nformation and statistics from third - party sources, including reports by market research firms and company filings. In addition, all of the market data included in this Presentation involve a number of assumptions and limitations, and there can be no guarantee as to the accuracy or reliability of such assumptions. Finally, while Remix believ es its internal research is reliable, such research has not been verified by any independent source and Remix has not independen tly verified the information. This Presentation and the information contained herein shall be subject to the terms of the Confidentiality and Non - Disclosure A greement previously executed by the recipient. The recipient agrees not to use or disclose to any person any information cont ain ed in this Presentation, the fact that it obtained confidential information concerning Remix, the fact that discussions or negotiations are taking place, or have taken place, concerning the Proposed Transaction i nvo lving Remix, or any of the other terms, conditions or other facts with respect to any such possible transaction. In furnishing this Presentation, neither Remix nor Passage undertakes an obligation to provide the recipient with access to a ny additional information or to update or correct any information provided. This Presentation shall not be deemed an indication of the state of affairs of Remix nor shall it constitute an indication that there has been no change in the business or affairs of Remix since the date hereof. Remix and Passage expressly reserve the right, without givi ng reason, at any time and in any respect, to terminate discussions with any or all parties, to reject any or all proposals and to negotiate with any party with respect to the Proposed Transaction. No person is authorized to give any information not contained in this Presentation. No other information has been authorized by Remix to be provided other than the information contained herein. Any information not contained herein must not be relied upo n a s having been authorized by Remix. Except as otherwise indicated, this Presentation reflects information made available as of the date on the cover page of this summary. Neither the delivery of this Presentati on nor any transaction made hereunder shall, under any circumstances, create the implication that there has been no change in th e a ffairs of Remix since the respective dates at which the information is given herein or the date hereof. The information contained in this Presentation should not be assumed to have been updated at any time subsequent to the date shown on the first page of this Presentation and the delivery of this Presentation does not constitute a representat io n by any person that such information will be updated at any time after the date of this Presentation. Private Placement This Presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities of Remix or Pass age , nor does it constitute an offer to sell or a solicitation of an offer to buy any securities from any person in any state or ot her jurisdiction in which such offer or solicitation would be unlawful. Furthermore, nothing contained in this Presentation shall be deemed to be a recommendation to buy or sell securities of Remix or Passage, nor shall it be relie d u pon to make personal investment decisions. Recipients of this Presentation should not construe the contents hereof to constit ute legal, tax, regulatory, financial, accounting or other advice. Any recipient of this Presentation should seek advice from its own independent tax advisor, legal counsel and/or other advisor with respect to such ma tters. ANY SECURITIES TO BE OFFERED IN ANY TRANSACTION CONTEMPLATED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURI TIE S ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE OR FOREIGN SECURITIES LAW. ANY SECURITIES TO BE OFF ERE D IN ANY TRANSACTION CONTEMPLATED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), ANY STATE SECURITI ES COMMISSION OR OTHER UNITED STATES OR FOREIGN REGULATORY AUTHORITY, AND WILL BE OFFERED AND SOLD SOLELY IN RELIANCE ON AN EXEM PTI ON FROM THE REGISTRATION REQUIREMENTS PROVIDED BY THE SECURITIES ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (INCLUDING REGULATION D OR R EGU LATION S UNDER THE SECURITIES ACT). THIS DOCUMENT DOES NOT CONSTITUTE, OR FORM A PART OF, AN OFFER TO SELL OR THE SOLICITATIO N O F AN OFFER TO BUY IN ANY STATE OR OTHER JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. Forward - Looking Statements Certain statements in this Presentation may constitute “forward - looking statements.” Forward - looking statements include, but are not limited to, statements regarding Remix's expectations, hopes, beliefs, intentions or strategies regarding the future incl ud ing, without limitation, statements regarding: Remix's RNA processing platform and product candidates, including the safety or efficacy of REM - 422; Remix's clinical trials in adenoid cystic carcinoma (“ACC”), ac ute myelogenous leukemia (“AML”) & high - risk myelodysplastic syndrome (“HR - MDS”), including the timing of regulatory filings and data readouts and other developments or results in connection therewith; expected interactions or filings with regulators, including the Food & Drug Administration (“FDA”) and European Medicines Agency (“EMA ”); the market opportunity, potential for combination therapies or other potential indications for REM - 422; the expected timing of commercialization of any of its product candidates, including REM - 422; the potential of Remix's discovery programs, including RXSM - 1244 or other programs targeting MYC - dependent cancers and related pre - clinical studi es; Remix's expected cash runway; Remix's collaborations with third parties; and the Proposed Transaction, including any info rma tion with respect to the combined company and any anticipated benefits from the Proposed Transaction. In addition, any statements that refer to projections, forecasts, or other characterizations of future eve nts or circumstances, including any underlying assumptions, are forward - looking statements. The words “anticipate,” “believe,” “ continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would,” “aim,” “target,” “commit,” and similar expressions may identi fy forward - looking statements, but the absence of these words does not mean that a statement is not forward - looking. Forward - looking statements are based on current expectations and assumptions that, while considered reasonable, are inherently u ncertain. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertain tie s. Risks and uncertainties that may cause actual results to differ materially from current expectations include, but are not limited to: uncertainties inherent in preclinical studies and clinical trials; risks and un cer tainties regarding whether results from preclinical studies and clinical trials will be predictive of the results of future t ria ls; risks related to the expected timing of submissions to regulatory authorities and timing for review by such regulatory authorities; risks and uncertainties related to collaborations with third parties; competition; the risk that Re mix may not be able to execute on its business plans and strategies; risks and uncertainties related to the Proposed Transact ion , including the risk that the Proposed Transaction may not be consummated on the anticipated terms or at all; the risk that the parties' expectations with respect to the benefits of the Proposed Transaction and the com bin ed company may not be realized; and risks related to market volatility and global economic conditions. Nothing in this Presentation should be regarded as a representation by any person that the forward - looking statements set forth herein will be achieved or that any of the contemplated results of such forward - looking statements will be achieved. You should not place undue reliance on forward - looking statements in this Presentation, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Neith er Remix nor Passage undertakes or accepts any duty to release publicly any updates or revisions to any forward - looking statements to reflect any change in its expectations or in the events, conditions or circumstances on which any such statement is based. This Presentation does not purport to summarize all of the conditions, risks and other attributes of an investment in Remix, Pas sage or the combined company or otherwise with respect to the Proposed Transaction. Trademarks This Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the propert y o f their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM, © or ® symbols, but Remix and Passage will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these tradem ark s, service marks, trade names and copyrights. Confidentiality Notice This Presentation is intended exclusively for the individual or entity to which it is addressed. This Presentation and the ac com panying communication may contain information that is proprietary, privileged, confidential or otherwise legally exempt from dis closure. If you are not an intended recipient, you are not authorized to read, print, retain, copy or disseminate this Presentation or any part of it. If you have received this Presentation in error, please notify the s end er immediately and delete all copies of this Presentation. Parties who do not wish to pursue this matter, or upon the request of Remix or Passage, shall promptly return all material re cei ved from Remix and/or Passage including this Presentation and other material received in the course of investigation. NONE OF RE MIX, PASSAGE, OR ANY OF THEIR CUSTOMERS, VENDORS, OR PARTNERS SHOULD BE CONTACTED DIRECTLY UNDER ANY CIRCUMSTANCE.
CONFIDENTIAL 3 Risk Factors Risk Factors Both Remix and Passage are subject to various risks associated with their businesses and their industries. In addition, the P rop osed Transaction, including the possibility that the Proposed Transaction may not be completed, poses a number of risks to each company and its respective securityholders. All references to “we,” “us” or “our” refer to the businesses of Remix an d P assage prior to the consummation of the Proposed Transaction. The risks described below make up a non - exhaustive list of the key risks related to Remix and Passage’s businesses and the factors that could cause actual results to differ fro m t he forward - looking statements described in this Presentation. This list has been prepared solely for potential private placement investors in connection with the Proposed Transaction and not for any other purpose. You should carefully consider the se risks and uncertainties, as well as other risks set forth in the section entitled “Risk Factors” in Passage's most recent quarterly report on Form 10 - Q, its most recent annual report on Form 10 - K and its other SEC filings. You should also carr y out your own due diligence and consult with your own financial and legal advisors concerning the risks and suitability of an investment in this private placement transaction before making an investment decision. The list below is qualified in i ts entirety by disclosures contained in future documents filed or furnished in respect of the Proposed Transaction with the SEC: • Our limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encount er. We have incurred significant losses since inception, we have not generated any revenue from product sales to date and may never do so. • REM - 422, our lead product candidate, is currently in clinical development and has not received regulatory approval. There is no assurance that our clinical trials will be successful or that we will obtain regulatory approval for REM - 422 or any other product candidate on the timelines we expect, or at all. • Our clinical trials of REM - 422 in ACC and AML/HR - MDS, as well as our other product candidates, may not demonstrate sufficient sa fety and efficacy to obtain regulatory approval. We may be unable to advance product candidates through clinical development, or commercialize them if approved, and we may experience significant delays in doing so. • Our expectations regarding a Breakthrough Therapy Designation filing for REM - 422 and EMA interactions are subject to regulatory uncertainty, and there can be no assurance that such designations or favorable outcomes will be obtained. • Our current or future product candidates may cause adverse or other undesirable side effects that could delay or prevent thei r r egulatory approval, limit the commercial profile of an approved label, or result in significant negative consequences following marketing approval, if any. • Even if the Proposed Transaction and the proposed private placement transaction are successful, we will require substantial a ddi tional capital to finance our operations in the future. If we are unable to raise such capital when needed, or on acceptable terms, we may be forced to delay, reduce or eliminate our development and pre - clinical programs, current or future cl inical trials or future commercialization efforts. • Our expectations regarding our cash runway and ability to reach data inflection points are based on numerous assumptions that ma y prove to be untrue; we may be required to raise capital sooner than anticipated and our exposure to certain contingent liabilities and contractual obligations may be greater than anticipated. • We operate in intensely competitive markets that include companies with greater financial, technical and marketing resources tha n us. Competitive products may impair our product candidates’ development or limit their commercial potential. • We depend on collaborations with third parties, including Roche Holding AG, and there can be no assurance that our collaborat ors will fulfill their obligations, that our collaborations will yield the anticipated milestone payments or royalties, or that these collaborations will not be terminated. • Failure to manage our growth effectively could cause our business to suffer and have a material adverse effect on our ability to execute our business strategy, as well as operating results and financial condition. • As our costs increase, we may experience fluctuations in our operating results, which could make our future operating results di fficult to predict or cause operating results to fall below analysts’ and investors’ expectations. • Our RNA processing discovery programs, including our MYC - targeting program, are at early stages of development and may not resul t in product candidates that can be advanced into clinical trials or ultimately receive regulatory approval. • The biomarker - based patient selection strategy for REM - 422 in ACC is based on preliminary clinical observations, and there can b e no assurance that this approach will be validated in confirmatory studies or accepted by regulatory authorities for product labeling. • If we are unable to obtain and maintain patent and other intellectual property protection for our technology and product cand ida tes, or if the scope of the intellectual property protection obtained is not sufficiently broad, our competitors could develop and commercialize technology and product candidates similar or identical to ours, and our ability to successful ly commercialize our technology and/or product candidates may be impaired. • We may be subject to intellectual property rights claims by third parties, which are costly to defend, could require us to pa y s ignificant damages and may disrupt our business and operations. • We are party to license agreements and collaboration agreements with third parties pursuant to which we obtained or granted r igh ts to certain intellectual property; termination of these agreements or the failure to comply with obligations thereunder could materially harm our business. • The conditions to complete the Proposed Transaction may not be satisfied, we may not realize the expected benefits of the Pro pos ed Transaction, or we may uncover liabilities following the consummation of the Proposed Transaction that we had not anticipated. • The shares acquired in the proposed private placement transaction will be subject to registration with the SEC, and upon regi str ation, the share price may be volatile due to a variety of factors, such as changes in the competitive environment in which we operate, the regulatory framework of the industry in which we will operate, developments in our business and oper ati ons and changes in our capital structure.
CONFIDENTIAL 4 Merger of Remix Therapeutics and Passage Bio Overview Transaction Summary Management and Board • Remix, a clinical - stage biotechnology company developing novel small molecule therapies designed to reprogram RNA processing and address disease drivers at their origin intends to merge with Passage Bio, Inc (Nasdaq: PASG) • Passage exploration of strategic alternatives initiated in April 2026, evaluating several potential candidates • Supported by the Board of Directors of both companies and subject to stockholder approval and other customary closing conditions • Combined company will focus on advancing the development of Remix programs and targets • Merger expected to close in the second half of 2026 • Pro forma ownership: 92.6% Remix and 7.4% Passage, after giving effect to Remix concurrent financing • Combined company will be well capitalized including $100MM from concurrent financing, combined with Passage’s anticipated cash at the closing of the merger • Merger and combined financings will fund the company into early 2028, past significant value creation readouts in ACC and AML/MDS and potential commercial readiness • Remix management will operate pro forma company • Combined Board of Directors to be comprised of members in proportion to the ownership of Passage immediately following the closing.
CONFIDENTIAL 5 Remix Therapeutics • REM - 422, the first drug candidate observed to inhibit MYB with clinically meaningful activity in Adenoid Cystic Carcinoma (ACC) • Durable RECIST responses (43% ORR observed) in biomarker positive patients at RP2D; 100% Disease Control Rate • 24 mg Recommended Phase 2 Dose is generally well - tolerated • Fast - Track and Orphan Drug Designation granted in ACC, End - of - Phase 1 meeting complete • ACC Phase 2 cohort enrolling, expecting full enrollment in 2H 2026 • $600M+ US sales opportunity with potential meaningful further upside & potential launch in 2028 • AML/MDS: Responses observed in ongoing dose escalation study • Oncology discovery program targeting MYC - dependent cancers • $100M financing to fund Phase 2 trial readout in mid year 2027
CONFIDENTIAL 6 INVESTORS BOARD Experienced management team with deep domain expertise PETE SMITH Co - Founder, President & CEO H3 Biomedicine, Takeda, Millennium HEATHER WASSERMAN Chief Business / Operating Officer Eli Lilly, Human Genome Sciences MYTHILI KONERU Chief Medical Officer Legend, Marker, Eli Lilly DOM REYNOLDS Chief Scientific Officer H3 Biomedicine, Forma, Millennium Matt Patterson Chair Kevin Bitterman, PhD Atlas Ventures Jeff Goater The Column Group Michael Rome, PhD Foresite Capital Pete Smith, PhD Remix CEO Maria Koehler, MD Independent Scott Biller, PhD Independent Linda Bain Independent MIKE WYZGA Interim Chief Financial Officer V ectory Tx, Yumanity Tx, Needham & Company, Citigroup
CONFIDENTIAL 7 Small molecule pipeline targeting high value oncology targets Anticipated Milestone Rights Clinical Pre - Clinical Discovery Indications Mechanism Target/Compound ORR / DoR Data Mid ’27 Adenoid Cystic Carcinoma mRNA degrader MYB/REM - 422 RP2D Data Mid '27 AML/MDS Entering clinic in ‘27 Others (e.g. BRCA, lymphoma, CRC) Entering clinic in ‘28 MYC - dependent cancers (~25% of all cancers) mRNA degrader Oncology program Oncology and CNS Degradation Additional Targets Not disclosed Multiple Therapeutic Areas Degradation Additional Targets
CONFIDENTIAL 8 Adenoid Cystic Carcinoma has a high unmet medical need • Malignant epithelial tumor arising predominantly in salivary glands and other glandular tissues; high rates of perineural invasion and relentless growth/metastasis • 1,500+ new patients ¹ per year in the US; prevalence is ~13K – 16K ² • MYB genetic driver of the disease, ~60 - 65% are MYB Biomarker PE positive ³ • MYB dysregulation observed in both subtypes of ACC ⁴ • ~25 - 30% ACC - I • ~70 - 75% ACC - II • High unmet need, No FDA - approved treatments Lacrimal Gland Head & Neck (60 - 70%), predominantly salivary gland Lung ACC Sites by Organ 5 Breast Female Genital Tract Skin May present in other organs Critical need for a precision therapy that targets the molecular driver of ACC ¹ Boyle et al., J Clin Oncol. 2020; Wang et al., Cancer Epidemiol . 2026; Epiphany Partners Inc., EpiOncology Custom Analysis . 2026, ² ClearView literature review and market research , 3 Remix Data on File, 4 Ferraroto et al., 2021, Remix data on file, 5 Li et al., Cancer. 2012;118(16):3945 - 3953
CONFIDENTIAL 9 Surgery is the standard of care, and up to 75% of patients will relapse *Lenvatinib, ¹Tchekmedyian et al., ²J Clin Oncol. 2019, Locati et al., Cancer, 2020, ³ Laurie SA et al., Lancet Oncol 2011 ⁴P utnam Associates, Qualitative Research (Q1 2021) & KOL discussions Patients under active surveillance eventually need systemic therapy • Surgery standard of care • Disease will recur in ~50 - 75%⁴ of patients • Nearly all patients with recurrence will require systemic treatment • TKIs and chemo offer low response and tolerability challenges No Yes Active surveillance Surgery or Radiation Amenable to local therapy? No Yes VEGFR TKI* Clinical trial Chemo NCCN (category 2B): 11 - 15% ORR, 7 - 9 mo mPFS 1,2 13% ORR 5 - 20 mo mPFS³ Recurrence / Metastasis 50 - 75% (10 - 30%) (70 - 90%) Newly Diagnosed NCCN Guidelines High Unmet Need for Targeted Treatment
CONFIDENTIAL 10 REM - 422 the first MYB inhibitor in clinical development Majority of ACC patients express oncogenic MYB REM - 422 designed to induce degradation of MYB mRNA MYB Expression* MYB translocation drives high expression MYB Expression The majority of ACC patients expressing oncogenic MYB can potentially be addressed by REM - 422 The MYB poison exon is detectable using an IUO assay in clinical trials *Source: Tempus Lens Real - world database IUO = Investigational Use Only
CONFIDENTIAL 11 ACC PDX model Tumor regressions observed in additional 2 ACC PDX models Biomarker positive treated with REM - 422 REM - 422 demonstrated antitumor activity in biomarker positive ACC PDX models Biomarker/Poison Exon positive MYB NFIB ACC PDX model Biomarker/Poison Exon negative MYB NFIB Poison exon REM - 422 showed selective activity in Biomarker positive preclinical PDX models
CONFIDENTIAL 12 A Poison Exon in MYB defines the majority of High - Risk ACC Patients ~25% ACC - I ~ 75% ACC - II ~25 - 30% ACC - I ~70 - 75% ACC - II 86% PE + ve 53% PE + ve Molecular profiling data from 307 ACC patients 1 Poor prognosis regardless of ACC subtype 1 PE + ve PE - ve • MYB biomarker (Poison Exon) present in ~60 - 65% of ACC patients 1 • MYB biomarker present Type I and Type II ACC 1 • Associated with significantly worse OS 1 • Potentially Predicts REM - 422 sensitivity 1 Source: Tempus AI and Remix Data on File
CONFIDENTIAL 13 REM - 422 offers potential to become the new standard of care for ACC REM - 422 U.S. Sales Estimate: $600M + Potential projected US launch: 2028 CDx Testing Education Patient Support Scaling Potential U.S. Commercial Capabilities for REM - 422 ACC Patient Flow • Over the course of treatment journey, patients may have multiple recurrences • Most patients who recur will eventually require systemic treatment
CONFIDENTIAL 14 NON - CONFIDENTIAL CONFIDENTIAL 14 REM - 422 Phase 1 studies: • Adenoid Cystic Carcinoma • AML and High - Risk MDS
CONFIDENTIAL 15 18 and 24mg doses evaluated to identify optimal dose Ph1 DOSE ESCALATION (all - comers): N = 69 Abbreviations: PK = Pharmacokinetics; PD = Pharmacodynamics; RP2D = Recommended Phase 2 Dose; R/M = Recurrent/Metastatic; ACC = Adenoid Cyst ic Carcinoma; DL = Dose Level; N = Number; ORR = Objective Response Rate; Ph = Phase; BICR = Blinded Independent Central Review NCT #: NCT06118086 DL1 (3mg) N = 6 DL2 (6mg) N = 4 DL3 (13mg) N = 4 DL4 (18mg) N = 16 DL5 (24mg) N = 15 DL6 (30mg) N = 9 DL7 (38mg) N = 9 DL8 (48mg) N = 6 Ph2 COHORT (PE+): N = 40 - 50 PRIMARY OBJECTIVE — SAFETY, RP2D Secondary objectives — PK, PD and efficacy • Recurrent or metastatic (R/M) ACC • Tumor biopsies retrospectively assessed for MYB status RP2D 24mg Key Eligibility: • R/M, locally advanced unresectable ACC • Disease progression within 12m • Biomarker positive tumor PRIMARY OBJECTIVE — ORR (BICR) Ph1/2 ARIA ( A study of R EM - 422 I n A denoid Cystic Carcinoma) Dosing: oral REM - 422 once daily
CONFIDENTIAL 16 Phase 1 enrolled all - comers ACC and determined biomarker status retrospectively Datacut: 24Apr2026 Abbreviations: ECOG = Eastern Cooperative Oncology Group (Performance Status) *MYB PE positive + MYB IHC high/PE unknown & A CC Subtype as defined by Ferrarotto et al., 2021 41 (59%) 13 (19%) 8 (12%) 3 (4%) 3 (4%) 1 (1%) PRIMARY SITE Salivary • Major • Minor Non - Salivary • Trachea/Bronchial/Lung • Lacrimal • Breast • Esophageal 11 (16%) 35 (51%) 23 (33%) HISTOLOGY Solid/high - grade transformation Non - solid Unknown 18 (26%) 34 (49%) 17 (25%) ACC SUBTYPES & I II Unknown 35 (51%) 30 (43%) 4 (6%) BIOMARKER* Positive Negative Unknown 57 (20 - 82) AGE, MEDIAN (RANGE) 42 (61%) 27 (39%) SEX Female Male 59 (85%) 6 (9%) 4 (6%) RACE White Asian Not reported 44 (64%) 25 (36%) ECOG 0 1 17 (25%) 16 (23%) 36 (52%) PRIOR SYSTEMIC RX 0 1 2+ N = 69 N = 69 Demographics and disease characteristics
CONFIDENTIAL 17 REM - 422 PK/PD REM - 422 plasma exposure by dose level Abbreviations: PK = Pharmacokinetics; PD = Pharmacodynamics; RP2D = Recommended Phase 2 Dose 0 500 1000 1500 2000 Dose (mg) A U C 0 - 2 4 ( h * n g / m L ) R 2 = 0.80 C1D15 3 6 12 18 24 30 38 48 30mg Protein (IHC) Screening On Treatment MYB levels in tumor • Observed dose proportional increase in exposures • Robust target engagement observed in tumor biopsies • 24mg (RP2D) selected based on PK/PD, efficacy and safety results 6 18 24 30 38 48 -100 -80 -60 -40 -20 0 M Y B m R N A ( % p r e - t r e a t m e n t ) (1) (2) (1) (1) (2) (1) mg n mRNA
CONFIDENTIAL 18 Notes: TEAEs were reported using Medical Dictionary for Regulatory Activities, version 28.0; P ercentages rounded to nearest whole number ; # of subjects (%) reported in table Abbreviations: TEAE = Treatment - Emergent Adverse Event; TRAE = Treatment - Related Adverse Event; SAE = Serious Adverse Event; DLT = Dose - Limiting Toxicity; N = number; RP2D = Recommended Phase 2 Dose 48mg QD N = 6 38mg QD N = 9 30mg QD N = 9 24mg QD N = 15 18mg QD N = 16 12mg QD N = 4 6mg QD N = 4 3mg QD N = 6 6 (100) 9 (100) 7 (78) 15 (100) 15 (94) 4 (100) 3 (75) 4 (67) TRAE 4 (67) 6 (67) 2 (22) 1 (7) 3 (19) 1 (25) 0 1 (17) TRAEs ≥ Grade 3 1 (17) 2 (22) 2 (22) 0 1 (6) 0 0 0 Discontinuations due to TRAEs 5 (83) 7 (78) 2 (22) 8 (53) 9 (56) 1 (25) 1 (25) 0 Interruptions due to TRAEs 2 (33) 4 (44) 1 (11) 1 (7) 2 (13) 0 0 0 Dose reduction due to TRAEs 2 (33) 1 (11) 2 (22) 2 (13) 2 (13) 1 (25) 0 0 REM - 422 related SAEs Overall summary of AEs by starting dose level No DLTs observed at any dose level Tolerable Profile particularly at 24mg (RP2D)
CONFIDENTIAL 19 TOTAL N = 69 48mg QD N = 6 38mg QD N = 9 30mg QD N = 9 24mg QD N = 15 18mg QD N = 16 12mg QD N = 4 6mg QD N = 4 3mg QD N = 6 8 (12) 2 (33) 3 (33) 1 (11) 0 1 (6) 0 0 1 (17) Lymphocyte count decreased 2 (3) 1 (17) 1 (11) 0 0 0 0 0 0 Neutrophil count decreased 2 (3) 1 (17) 1 (11) 0 0 0 0 0 0 White blood cell count decreased 1 (1) 1 (17) 0 0 0 0 0 0 0 Aspartate aminotransferase increased 1 (1) 1 (17) 0 0 0 0 0 0 0 Blood alkaline phosphatase increased 6 (9) 2 (33) 1 (11) 2 (22) 0 1 (6) 0 0 0 Anaemia 3 (4) 1 (17) 1 (11) 1 (11) 0 0 0 0 0 Fatigue 1 (1) 0 1 (11) 0 0 0 0 0 0 Face oedema 1 (1) 0 1 (11) 0 0 0 0 0 0 Malaise 3 (4) 0 0 1 (11) 1 (7) 1 (6) 0 0 0 Peripheral motor neuropathy 2 (3) 0 1 (11) 1 (11) 0 0 0 0 0 Peripheral sensory neuropathy 2 (3) 0 0 1 (11) 0 1 (6) 0 0 0 Muscular weakness 1 (1) 0 1 (11) 0 0 0 0 0 0 Acute kidney injury 1 (1) 0 1 (11) 0 0 0 0 0 0 Proteinuria 2 (3) 1 (17) 0 0 0 0 1 (25) 0 0 Epistaxis Notes: TRAEs were reported using Medical Dictionary for Regulatory Activities, version 28.0; P ercentages rounded to nearest number; # of subjects (%) reported in table Abbreviations: TRAE = Treatment - Related Adverse Event, SOC = Systems Organ Class, QD = once a day ; RP2D = Recommended Phase 2 Dose . TRAEs Gr3 - 4 by preferred term Only 2 patients had Gr4 TRAEs: 1) 38mg: neutrophil and lymphocyte counts decreased 2) 48mg: lymphocyte count decreased Minimal TRAEs Gr3 - 4 at 24mg (RP2D) underscores potential safety and tolerability
CONFIDENTIAL 20 Radiographic images Baseline On - treatment (M5) Note: Efficacy dataset includes all patients with measurable target lesions at baseline and at least 1 post - treatment scan (N = 60) -80 -60 -40 -20 0 20 40 Subjects B e s t % c h a n g e i n t a r g e t l e s i o n s Biomarker Status Biomarker Positive Biomarker Negative Unknown Ongoing ➔ ➔ ➔ ➔ ➔ ➔ ➔ ➔ ➔ ➔ ➔ ➔ ➔ ➔ ➔ ➔ ➔ ➔ Change in tumor size from baseline by biomarker status Biomarker positive tumors demonstrated robust anti - tumor activity with many remaining on - treatment
CONFIDENTIAL 21 DCR (%) ORR (%) # of Responders N Response evaluable subgroup 95% 37% 7 19 BM+ ≥ 24mg 100% 43% 3 7 BM+ at 24mg Notes: 1) ORR includes uPR ; 2) Patients with starting doses ≥30mg who remain on treatment reduced to 24mg; 3) One patient (30mg) excluded due to treatment d isc ontinuation unrelated to REM - 422 during C1. Abbreviations: mDOT = median Duration of Treatment; mDOR = median Duration of Response; BM = Biomarker; DCR = Disease Control Rate; ORR = Objective Response Rate, N = Number; RP2D = Recommended Phase 2 Dose; uPR = unconfirmed PR Best percentage change in tumor size from baseline by dose -80 -60 -40 -20 0 20 40 60 B e s t % c h a n g e i n t u m o r s i z e 3mg 6mg 12mg 18mg 24mg (RP2D) 30mg 48mg38mg Ongoing ➔ ➔ ➔ ➔ ➔ ➔ ➔ ➔ ➔ ➔ ➔ ➔ ➔ ➔ Subjects • Clinical responses achieved in biomarker positive tumors at doses of ≥12mg • In biomarker positive tumors, ORR = 43% and DCR = 100% indicates encouraging clinical activity at RP2D • Best clinical activity noted at 24mg (RP2D) due to both robust target engagement and tolerability
CONFIDENTIAL 22 Notes: *Treatment beyond progression; + = ongoing ; † Pt on tx - hold; A CC Subtype as defined by Ferrarotto et al., 2021 Abbreviations: cPR = confirmed PR; uPR = unconfirmed PR; Pt = Patient, TL = Target Lesions; Tx = treatment; DOT = Duration of Treatment; DOR = Duration of Response DOR (months) DOT (months) # Prior Lines of Therapy ACC Subtype Histology Response Dose Level Pt ID 15+ 23+ 0 ACC - II Solid component cPR 12mg 1 6+ 10+ 2+ ACC - I Cribriform cPR 18mg 2 6 20+ * 1 ACC - II Cribriform uPR 24mg 3 12+ 19+ 1 ACC - I Unknown cPR 24mg 4 13+ 19+ 2+ Unknown Solid component cPR 24mg 5 5+ 12+ 2+ Unknown Unknown cPR 38mg 6 1+ 16+ 2+ ACC - II Tubular uPR 38mg 7 2 5 2+ ACC - I Cribriform uPR 48mg 8 7+ 14+ 2 Unknown Unknown cPR 48mg 9 † Sustained objective responses demonstrated across ACC - I/II and irrespective of prior lines of therapy -80 -60 -40 -20 0 20 B e s t % c h a n g e i n t a r g e t l e s i o n s 1 3 5 7 9 11 13 15 17 19 21 23 25 Pt5 Pt6 Pt3Pt1 Pt7 Pt4Pt2 Pt8 Pt9 Months • Anti - tumor activity observed across ACC subtype, histologies , and after multiple lines of therapy (including ADCs) • Long durability with patients on therapy for up to 2 years and ongoing ( mDOR not reached) • Responses have deepened over time
CONFIDENTIAL 23 REM - 422 offers compelling value proposition in ACC • High unmet need in ACC, with no FDA - approved treatments • Therapeutic candidate designed to target molecular driver of ACC • Favorable clinical results • Robust results – 43% ORR at RP2D, 100% disease control rate • Long durability with patients on therapy for up to 2 years and ongoing ( mDOR not reached) • 24 mg RP2D: established biomarker selection in collaboration with Tempus AI • Generally well - tolerated with no DLTs • Oral, once daily dosing REM - 422: $600M+ U.S. opportunity with potential meaningful upside
CONFIDENTIAL 24 AML and High - Risk MDS are MYB - driven malignancies • Acute myelogenous leukemia (AML) & high - risk myelodysplastic syndrome (HR - MDS ) • ~25,000 treatable AML/HR - MDS patients in the US • MYB is a master transcriptional regulator of leukemogenesis • REM - 422 is active across multiple genetic subtypes in AML preclinical models (e.g. NPM1, FLT3, rMLL , IDH, p53, Ras etc ) Cancer Dependency Map data AML cell lines have a lineage - wide dependency on MYB
CONFIDENTIAL 25 REM - 422: Robust monotherapy/combination activity in AML models M4 (myelomonocytic) AML pt relapsed after chemotherapy with complex cytogenetics Vehicle REM - 422 10 mg/kg SURVIVAL BENEFIT IN PDX MODEL Monotherapy Activity ERADICATED hCD45+ AML BLASTS Combination Activity ADDITIVE/SYNERGISTIC ACTIVITY IN LEUKEMIA CELL PANEL REM - 422 has shown preclinical activity as a monotherapy and is additive/synergistic activity with multiple therapies NOTE: Preclinical results may not be predictive of clinical outcomes
CONFIDENTIAL 26 Ph1 Study in Patients with R/R AML or HR - MDS DOSE ESCALATION Up to 2 dose levels evaluated to identify optimal dose PRIMARY OBJECTIVE — SAFETY, MTD, RP2D Secondary and exploratory objectives — PK, PD and efficacy DL1 (1mg) No. treated = 3 DL2 (3mg) No. treated = 4 DL3 (6mg) No. treated = 5 DL4 (12mg) No. treated = 4 DL5 (18mg) No. treated = 4 EXPANSION PHASE (N=20) PRIMARY OBJECTIVE — ORR Secondary objectives PFS, DOR, OS, CBR, Safety RP2D MTD – Maximum tolerated dose, RP2D – recommended Phase 2 dose, PK – pharmacokinetics, PD – pharmacodynamics, ORR – Overall Response Rate, PFS – Progression Free Survival, DOR – Duration of Response, OS – Overall Survival, CBR – Clinical Benefit Rate Azole cohorts DL1 (3mg) No. treated = 4 DL2 (6mg) No. treated = 8 DL3 (12mg) No. treated = 5 DL4 (18mg) No. Treated = 4 Non - Azole cohorts Consistent PK across both cohorts to date with no evidence of azole interaction Do se escalation ongoing DL5 (24mg) No. Treat = 5 DL6 (24mg) Treated = 5 30 mg dose level completed
CONFIDENTIAL 27 Preliminary Anti - tumor Activity. RP2D not reached Dose dependent reduction of MYB mRNA levels was observed in bone marrow biopsies Additional patients with blast count reductions observed in ongoing dose escalation study From live database last updated Mar 18, 2026 Response Cytogenetics /Mutations Prior Therapies Dose (mg) Indication CR (durable 15 months ongoing) P53, MSH3, complex karyotype, monosomy 17 Decitabine/cedazuridine, fludarabine, MUD, decitabine/cedazuridine 6 HR - MDS CR i (durable for 6 months) STAG2, TET2, SRSF2, CUX1, MPL Venetoclax/Azacitidine 12 AML MLFS PTPN11, PHF6 Multiple including HSCT, Ven, MTX 12 AML CR uni P53, DNMT3A, MRE11 CD70 Ab/Aza, MUD, decitabine/cedazuridine 30 HR - MDS CR L P53, ASXL1 Magrolimab/Aza, Aza, lenalidomide 30 HR - MDS CR = Complete Remission, Cri Complete Remission with Incomplete Recovery, CRuni = Complete Remission Unilineage , CRL = Complete Remission with Limited Count Recovery, MLFS = Morphological Leukemia - Free State
CONFIDENTIAL 28 REM - 422 indication expansion potential in heme and solid tumors Breast Cancer MYB dysregulation MYB high expression Lymphoma Overexpression Colon Cancer Overexpression Disease Tumor agnostic Fusion & amplification MYB DEPENDENCY ACROSS SEVERAL LINEAGES (D epMap ) MYB DYSREGULATION IN BREAST CANCER PMIDs: 17690249 and 38593782
CONFIDENTIAL 29 CONFIDENTIAL 29 Pipeline programs
Genetically Defined Diseases Patient Selection Criteria REMIX TARGETS & DRUGS DATA SCIENCE Integrated database of >350k internal and external transcriptome datasets Proprietary algorithms & AI/ML BIOLOGY & BIOMOLECULAR SCIENCES Functional & genetic validation of targets Fit for purpose high - throughput multiplexed screens MEDICINAL & COMPUTATIONAL CHEMISTRY Proprietary small molecule library targeting RNA/protein complexes RNA - protein complex structural biology
CONFIDENTIAL 31 Non - confidential Targeting MYC, an oncogenic transcription factor dysregulated across cancer • MYC amplification/activation occurs in ~28% of all tumors • Remix developing a novel mRNA degrader approach targeting a regulator of MYC t o prevent signaling via all 3 MYC paralogs MYC dysregulation Total US New Cases (k/yr) Indication c - MYC translocation 16 - 20 Diffuse large B - cell lymphoma (DLBCL) 3 Burkitt lymphoma (BL) MYC amplification frequencies >20% (c - MYC, N - MYC, or L - MYC) 21 Ovarian 22 Esophageal 30 Gastric 58 Head and neck 67 Pancreatic >1/3 of patients have c - MYC overexpression 154 Colorectal 313 Prostate Wang, et al., 2024 Blood Cancer J Blum et al. , 2004 Blood Clipson et al. , 2015 J Pathol Clin Res Schaub et al. , 2018 Cell Systems US case numbers per SEER Llombart et al., eBioMedicine , 2021
CONFIDENTIAL 32 Discovery program targeting oncogenic MYC signaling high prevalence dysregulation across multiple solid and heme malignancies MYC - dependent upregulated pathways MYC - dependent downregulated pathways Small molecule mRNA degrader phenocopies genetic knockdown Regulator siRNA MYC siRNA Small molecule 0.1 1 10 100 1000 10000 0 5 10 15 20 RXSM-1244 Concentration (nM) F o l d C h a n g e Poison Exon inclusion mRNA reduction 0.1 1 10 100 1000 10000 0.0 0.5 1.0 RXSM-1244 Concentration (nM) F o l d C h a n g e qPCR, 24h, n = 3 Western Blot, 72h RXSM - 1244 Protein anti - β - actin DMSO Protein depletion Novel mRNA degraders potently reduce mRNA and protein levels through a poison exon inclusion mechanism IC 50 = 18 nM DC 50 = 30 nM
CONFIDENTIAL 33 RXSM - 1244 demonstrated potent mRNA and protein target engagement and robust tumor growth inhibition in a mouse CDX model protein reduction mRNA reduction Vehicle RXSM-1244 0 2 4 6 F o l d c h a n g e o v e r V e h i c l e Vehicle RXSM-1244 0.00 0.25 0.50 0.75 1.00 1.25 F o l d c h a n g e o v e r V e h i c l e QDx3 study. mRNA and protein analysis from samples collected 6 hr post - last dose poison exon inclusion anti - Target Protein anti - Vinculin RXSM - 1244 Vehicle • RXSM - 1244 showed well behaved rodent PK profile • Observed in vivo poison exon inclusion, concomitant mRNA degradation and protein reductions • Induced regressions in multiple MYC addicted cell - line derived xenograft models 0 5 10 15 20 25 30 0 250 500 750 1000 1250 Day of Treatment T u m o r V o l u m e ( m m 3 ) MYC - amplified CDX BWL = - 8.9%
CONFIDENTIAL 34 Remix Therapeutics is Well - Positioned For Significant Growth Near - Term Inflection Points Experienced Management Team and Investors Strong Pro - Forma Balance Sheet • REM - 422 in ACC - ORR and DoR data expected in mid’27 • REM - 422 in AML/MDS: RP2D and initial data expected in mid’27 • Discovery program Development Candidate Progression • Strong Management Team with significant expertise growing and commercializing assets • Robust investor syndicate led by Atlas, Column Group, Foresite , Arch, Casdin , Surveyor and Alexandria • ~$245MM of capital investment to date from top - tier investors • Potential for over $1 billion in milestone payments and tiered royalties from collaboration with Roche • $100MM PIPE 2H’26 and net cash from Passage Bio • Expected pro - forma cash runway into 1H'28
CONFIDENTIAL 35 Disclaimers Additional Information and Where to Find It This presentation relates to a proposed transaction involving Passage Bio and Remix and may be deemed to be solicitation mate ria l in respect of the proposed transaction. In connection with the proposed transaction, Passage Bio intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement on For m S - 4 that will contain a proxy statement of Passage Bio that will constitute a prospectus with respect to shares of Passage Bio stock to be issued in the proposed transaction (the “Proxy Statement/Prospec tus ”). Passage Bio may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Proxy Statement/Prospectus or any other document which Passag e B io may file with the SEC. INVESTORS AND SECURITYHOLDERS OF PASSAGE BIO AND REMIX ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED BY PASSAGE BI O WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PRO POS ED TRANSACTION AND RELATED MATTERS. Passage Bio and Remix stockholders will also be able to obtain free copies of the Proxy Statement/Prospectus (when available) and oth er documents containing important information about Passage Bio, Remix and the proposed transaction that will be filed with the SEC by Passage Bio through the website maintained by the SEC at www.sec.gov . Copies of the documents filed with the SEC by Passage Bio will also be available free of charge on Passage Bio’s website at www.passagebio.com or by contacting Passage Bio’s investor relations department by email at investors@passagebio.com. No Offer or Solicitation This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities nor a solicitati on of any vote or approval with respect to the proposed transaction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as a men ded, and otherwise in accordance with applicable law. Participants in the Solicitation Passage Bio, Remix and their respective directors and executive officers may be deemed to be “participants” (as defined in Se cti on 14(a) of the Securities Exchange Act of 1934) in the solicitation of proxies from Passage Bio’s stockholders in connection with the proposed transaction. Information regarding the persons who may, under SE C rules, be deemed participants in the solicitation of proxies from Passage Bio’s stockholders in connection with the proposed transaction will be set forth in the Proxy Statement/Prospectus on Form S - 4 f or the proposed transaction, which is expected to be filed with the SEC by Passage Bio. Information regarding Passage Bio’s directors and executive officers is also available in Passage Bio’s most rec ent Annual Report on Form 10 - K and in its definitive proxy statement for its 2026 annual meeting of stockholders filed with the SEC on April 7, 2026. Investors and securityholders of Passage Bio and Remix ar e u rged to read the Proxy Statement/Prospectus and other relevant documents that will be filed with the SEC by Passage Bio carefully and in their entirety when they become available because they will c ont ain important information about the proposed transaction.
NON - CONFIDENTIAL CONFIDENTIAL 35 Thank you.