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

Rhea-AI Filing Summary

On 28 July 2025, Passage Bio, Inc. (NASDAQ: PASG) reported that the Nasdaq Listing Qualifications staff confirmed the company has regained compliance with Nasdaq Listing Rule 5450(a)(1), which requires a minimum bid price of $1.00 per share. PASG shares closed at or above that threshold for at least 10 consecutive business days, satisfying the rule as well as all other standards for continued listing on the Nasdaq Capital Market. The compliance determination closes the deficiency matter that began with Nasdaq’s notice dated 1 August 2024, when PASG had fallen below the $1.00 level for 30 straight sessions. No additional operational or financial information was disclosed in this Form 8-K.

Positive

• Nasdaq compliance regained, eliminating the immediate risk of delisting and preserving market liquidity.

Negative

• None.

Insights

Securities Analyst

TL;DR: Nasdaq compliance restored; immediate delisting threat removed—positive for liquidity and investor sentiment.

Regaining the $1.00 bid price threshold eliminates a critical overhang that could have forced a market transfer or delisting. Continued Nasdaq access preserves trading liquidity, supports potential institutional ownership, and averts contractual defaults that can be triggered by delisting events. While no financial metrics were provided, the closure of the deficiency notice is categorically positive and may reduce risk premiums previously attached to the stock.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934 

Date of Report (Date of earliest event reported): July 28, 2025

PASSAGE BIO, INC.

(Exact name of registrant as specified in its charter)

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

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

(267) 866-0311

(Registrant’s telephone number, including area code)

N/A

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

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

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

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

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

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

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

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

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

Emerging growth company x

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

Item 8.01 Other Events

On July 28, 2025, Passage Bio, Inc. (the “Company”) received notice from the Listing Qualifications staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) confirming that the Company has regained compliance with Nasdaq Listing Rule 5450(a)(1). As of July 28, 2025, the closing bid price of the Company’s common stock had been at least $1.00 per share for at least 10 consecutive business days, and the Company satisfies all other applicable criteria for continued listing on the Nasdaq Capital Market. As a result of this determination, the listing matter is now closed.

As previously disclosed, on August 1, 2024, the Company received notice from the Staff of Nasdaq that, because the closing bid price for the Company’s common stock had fallen below $1.00 per share for 30 consecutive business days, the Company no longer complied with the minimum bid price requirement for continued listing on the Nasdaq Global Select Market under Nasdaq Listing Rule 5450(a)(1).

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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.

	PASSAGE BIO, INC.
Date: July 29, 2025	By:	/s/ Kathleen Borthwick
		Kathleen Borthwick
		Chief Financial Officer

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FAQ

Why did Passage Bio (PASG) file this Form 8-K?

To disclose that Nasdaq confirmed PASG has regained compliance with the $1.00 minimum bid-price rule.

What listing rule did PASG satisfy?

Nasdaq Listing Rule 5450(a)(1), which requires a minimum closing bid price of $1.00 for 10 consecutive business days.

When did Passage Bio regain bid-price compliance?

As of 28 July 2025, after 10 straight business days at or above $1.00.

Is the Nasdaq deficiency matter now closed?

Yes. Nasdaq staff stated the issue is resolved and the matter is closed.

Were any financial results or operational updates included?

No. The filing solely addressed Nasdaq listing compliance; no earnings or operational data were provided.