Every 8-K that Passage Bio, Inc. (PASG) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow PASG and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full PASG filings page.
Passage BIO, Inc. (symbol: PASG) is the issuer of record for a Form 8-K filing submitted to the SEC.
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.
Passage Bio, Inc. terminated two significant agreements in late May 2026. The company gave Gemma Biotherapeutics written notice to terminate their July 31, 2024 research, collaboration and license agreement covering work on Huntington’s disease, a paused Temporal Lobe Epilepsy program, and options on four additional CNS indications.
Passage Bio also entered into a lease termination agreement for its 2005 Market Street office space in Philadelphia. The company will pay the landlord a $2.3 million termination fee to exit a lease for approximately 37,000 square feet that began in February 2021 and was scheduled to run through December 2031.
Passage Bio, Inc. reported results from its 2026 Annual Meeting of Stockholders held on May 19, 2026. Stockholders elected Athena Countouriotis, M.D. (971,120 shares for, 519,093 withheld, 637,397 broker non-votes) and Sandip Kapadia (972,608 for, 517,605 withheld, 637,397 broker non-votes) as directors.
Stockholders approved the advisory vote on executive compensation with 2,083,031 shares for, 41,539 against and 3,040 abstaining. They also approved another proposal with 1,452,505 shares for, 36,352 against, 1,356 abstaining and 637,397 broker non-votes. In the advisory vote on how often to hold future say‑on‑pay votes, 1,450,605 shares supported an annual vote, more than votes for two or three years.
Based on this outcome and its prior recommendation, the board decided to hold advisory votes on named executive officer compensation every year until the next required frequency vote.
Passage Bio, Inc. is launching a major restructuring as it continues to review strategic alternatives to maximize shareholder value. The company plans to cut its workforce by approximately 75% under a formal Restructuring Plan aimed at lowering operating expenses.
The restructuring is expected to be substantially complete in the second and third quarters of 2026. Impacted employees will be eligible for severance benefits, contingent on signing a severance agreement that includes a general release of claims. Passage Bio estimates aggregate severance and exit costs of about $3.3 million, primarily recorded in the second quarter of 2026, while cautioning that actual costs could differ and that additional expenses may arise from the restructuring and ongoing strategic review.
Passage Bio, Inc. reported updated interim data from its Phase 1/2 upliFT-D trial of PBFT02 for frontotemporal dementia with GRN mutations. Patients earlier in disease progression showed reduced brain atrophy and stabilized plasma NfL levels versus natural history, while more advanced patients did not show similar improvements.
The company completed a Type C meeting where the FDA indicated a randomized controlled registrational trial would be required for PBFT02 in FTD-GRN. Citing ethical, logistical, and financial challenges, Passage Bio is evaluating next steps for PBFT02 and the broader program.
Passage Bio also initiated a review of strategic alternatives that could include mergers, acquisitions, reverse merger, asset sales, partnerships, or licensing, and engaged Wedbush PacGrow as financial advisor. The company does not plan further updates until its board approves a specific action or disclosure is otherwise required.
Passage Bio, Inc. entered into a lease termination agreement with Hopewell Campus Owner LLC on March 4, 2026, ending its lease for about 62,000 square feet of laboratory space in Hopewell. The lease, originally signed in December 2020, carried a 15‑year term starting in March 2021.
Under the termination agreement, Passage Bio will pay the landlord a termination fee of approximately $4.8 million plus accrued rent through February 14, 2026. The company had already ceased all operations at the Hopewell facilities following a restructuring in January 2025.
After this agreement, Passage Bio states it expects its cash and cash equivalents to fund operations through the first quarter of 2027, while cautioning that this estimate is based on assumptions that may change and could result in capital being used faster than anticipated.
Passage Bio reported fourth-quarter and full-year 2025 results and highlighted progress in its PBFT02 gene therapy program for frontotemporal dementia. The company enrolled the first three FTD-GRN patients in Cohort 3 and treated the first FTD-C9orf72 patient with Dose 2 PBFT02 in Cohort 4 of the upliFT-D study.
Net loss for 2025 was $45,522 thousand, narrowing from $64,767 thousand in 2024, as research and development expenses fell to $23,276 thousand from $40,179 thousand and general and administrative expenses declined to $19,875 thousand from $24,988 thousand. Cash and cash equivalents were $46,303 thousand at December 31, 2025, and the company projects a cash runway through the first quarter of 2027.
The upliFT-D Phase 1/2 trial continues to enroll FTD-GRN and FTD-C9orf72 patients, focusing primarily on safety and tolerability, with biomarker and clinical outcomes as secondary measures. Passage Bio plans updated interim safety and biomarker data and regulatory feedback on an FTD-GRN registrational trial design in the first half of 2026, and expects to select a clinical candidate for its Huntington’s program in the second half of 2026.
Passage Bio, Inc. reported in an updated corporate presentation that its preliminary, unaudited cash, cash equivalents and marketable securities position as of December 31, 2025 was approximately $46 million. The company currently expects this cash balance to be sufficient to fund operating expenses and capital expenditure requirements into the first quarter of 2027. These figures were prepared by management, may change as year-end financial statements are finalized, and remain subject to normal review and audit procedures. The updated corporate presentation containing this information has been furnished as an exhibit and is not deemed filed for liability purposes.
Passage Bio, Inc. filed a current report to note it issued a press release announcing financial results for the quarter ended September 30, 2025 and updated its corporate presentation.
The press release is furnished under Item 2.02 as Exhibit 99.1, and the presentation is furnished under Item 7.01 as Exhibit 99.2. Both items are furnished, not filed, and are not incorporated by reference except as specifically stated. The report was signed by Chief Financial Officer Kathleen Borthwick.
Passage Bio, Inc. reported that on September 16, 2025, board member Saqib Islam resigned from its Board of Directors and from the Board’s Audit Committee, effective immediately. The company stated that his decision was not due to any disagreement with Passage Bio on matters related to operations, policies, or practices.
To address the vacancy, the Board appointed Athena Countouriotis, M.D., to serve on the Audit Committee and reduced the overall Board size from eight to seven members as of the resignation date.
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.
Passage Bio, Inc. (PASG) has executed a material corporate action by approving and implementing a 1-for-20 reverse stock split of its common stock. The company filed a Certificate of Amendment with the Delaware Secretary of State on 11 July 2025 to amend its Amended and Restated Certificate of Incorporation. The split will become effective at 12:01 a.m. (ET) on 14 July 2025 and the shares will begin trading on a split-adjusted basis the same day under a new CUSIP number, 702712 209.
The board’s decision follows prior stockholder authorization (May 28, 2025) that granted discretion for a reverse split ratio between 1-for-5 and 1-for-50; on 26 June 2025 the board selected the 1-for-20 ratio. Immediately prior to the split, approximately 62,405,898 shares were outstanding; post-split, this number will be approximately 3,120,295.
Key mechanics include: every 20 shares automatically combine into one share; no fractional shares will be issued—amounts will be rounded up to the nearest whole share. The action does not affect the par value, authorized share count, voting rights, or relative ownership percentages, though proportionate adjustments will be made to all outstanding equity awards and share reserve plans.
A press release announcing the action is filed as Exhibit 99.1. Additional documentation includes the full Certificate of Amendment (Exhibit 3.1) and related XBRL cover data (Exhibit 104).
Passage Bio announced updated interim data from their Phase 1/2 upliFT-D clinical trial for PBFT02, targeting frontotemporal dementia with GRN gene mutations (FTD-GRN). Key highlights include:
- Dose 1 PBFT02 showed robust and durable increases in CSF progranulin levels through 18 months post-treatment, reaching mean levels of 23.8 ng/mL at 18 months
- Dose 2 (50% of Dose 1) demonstrated promising early results with CSF PGRN increasing from 1.5 to 7.6 ng/mL
- Plasma neurofilament levels showed only 4% increase at 12 months vs. expected 28-29% in untreated patients
- Safety profile: 5 of 8 patients experienced mild to moderate adverse events; 3 patients had serious adverse events including venous sinus thrombosis and pulmonary embolism
The company plans to amend the trial protocol to include prophylactic anticoagulation and expand to Cohorts 3 and 4. Key upcoming milestones include protocol amendment submission (July 2025), manufacturing process feedback (H2 2025), and updated interim data (H1 2026).