PASG Files 8-K: Q2 Financial Release Furnished and Presentation Updated

Rhea-AI Filing Summary

Passage Bio, Inc. furnished a press release announcing its financial results for the quarter ended June 30, 2025 and updated its corporate presentation. The press release is attached as Exhibit 99.1 and the presentation as Exhibit 99.2.

The 8-K states these items are furnished, not filed, so they are not subject to Section 18 liability and will not be incorporated by reference into other filings except by specific reference. The text of the filing does not include any numeric financial figures or operational details; the detailed results and presentation slides are contained in the attached exhibits.

Insights

Financial Analyst

TL;DR Routine earnings disclosure and presentation update; the filing furnishes but does not file the detailed results.

The company furnished a press release with financial results for the quarter ended June 30, 2025 and an updated corporate presentation. From an analyst perspective, this is a standard investor communication event. The 8-K explicitly notes the exhibits are furnished and not filed, meaning the detailed numbers and any management commentary are in Exhibit 99.1 and Exhibit 99.2 rather than in the filing body. Investors and analysts will need to review those exhibits for revenue, expenses, guidance, or other metrics; the 8-K itself provides no quantitative data to evaluate performance.

Corporate Governance Expert

TL;DR Disclosure is procedurally correct and routine; legal protections apply because exhibits are furnished, not filed.

The report properly furnishes a press release and a corporate presentation as exhibits and explicitly disclaims that these items are "filed" for Section 18 purposes. That limits statutory liability associated with filings and avoids automatic incorporation by reference. This is typical for companies releasing quarterly results by press release. The filing contains the necessary exhibit references but does not itself provide substantive financial or operational detail.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 12, 2025

PASSAGE BIO, INC.

(Exact name of registrant as specified in its charter)

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Delaware	001-39231	82-2729751
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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One Commerce Square 2005 Market Street, 39th Floor Philadelphia, PA	19103
(Address of principal executive offices)	(Zip Code)

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(267) 866-0311

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 Par Value Per Share	PASG	The Nasdaq Stock Market LLC (Nasdaq Capital Market)

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 2.02 Results of Operations and Financial Condition.

On August 12, 2025, Passage Bio, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2025. A copy of the press release is attached as Exhibit 99.1 to this report.

The information in this Item 2.02, including Exhibit 99.1 to this report, 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 or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The information contained in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be incorporated by reference into any other filing under the Exchange Act or under the Securities Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure.

On August 12, 2025, the Company updated its corporate presentation. A copy of the corporate presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.2 to this Current Report on Form 8-K, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act. The information contained in this Item 7.01 and in the accompanying Exhibit 99.2 shall not be incorporated by reference into any other filing under the Exchange Act or under the Securities Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

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Exhibit No.	​	Description
99.1	​	Press release issued by Passage Bio, Inc. regarding its financial results for the quarter ended June 30, 2025, dated August 12, 2025.
99.2	​	Corporate Presentation.
104	​	Cover Page Interactive Data File (formatted as Inline XBRL).

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SIGNATURE

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

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​	PASSAGE BIO, INC.
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Date: August 12, 2025	By:	/s/ Kathleen Borthwick
​	​	Kathleen Borthwick
​	​	Chief Financial Officer

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FAQ

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

The company furnished a press release with its financial results for the quarter ended June 30, 2025 (Exhibit 99.1) and an updated corporate presentation (Exhibit 99.2).

Are the financial figures included directly in the 8-K filing?

No. The 8-K states the press release contains the financial results, but the filing text itself does not include numeric financial figures; those are in Exhibit 99.1.

Are the attached exhibits considered "filed" with the SEC?

No. The 8-K explicitly states the press release and presentation are furnished, not filed, and thus are not subject to Section 18 liability and are not incorporated by reference except by specific reference.

Where can I find the press release and presentation mentioned in the 8-K?

They are attached to the Current Report as Exhibit 99.1 (press release) and Exhibit 99.2 (corporate presentation).

What securities does Passage Bio have registered?

The filing lists Common Stock, $0.0001 par value per share trading as PASG on the Nasdaq Capital Market.