Passage Bio Insider Lynx1 Raises Stake to 592K Shares Post-Split

Rhea-AI Filing Summary

Insider buying: On 22-24 Jul 2025, 10% owner Lynx1 Capital Management LP, through Lynx1 Master Fund LP, bought a total of 128,848 Passage Bio (PASG) common shares in open-market transactions coded “P”. Weighted-average prices were $5.4361 (13,123 sh), $5.7408 (49,302 sh) and $5.7127 (66,423 sh), implying an aggregate cash outlay of roughly $0.72 million.

After the purchases, Lynx1’s indirect holding grew from 462,848 to 591,696 shares, a ~28% increase. The totals already reflect Passage Bio’s 1-for-20 reverse stock split effective 14 Jul 2025. No derivative securities were reported.

Weston Nichols, sole member of the investment manager’s GP, and the manager itself each disclaim beneficial ownership beyond their pecuniary interests.

Positive

• 10% owner Lynx1 Capital increased its PASG stake by 128,848 shares (~28%) over three days.
• All transactions were open-market purchases at $5.4-$5.8, reflecting insider confidence post-split.

Negative

• The filing references a recent 1-for-20 reverse stock split, highlighting historical share-price weakness.

Insights

Financial Analyst

TL;DR: Large insider adds 28% more PASG shares—bullish accumulation signal.

The incremental 128.8 k-share purchase by a 10% holder following a recent reverse split signals confidence in Passage Bio’s post-split valuation. The $5.4-$5.8 price band may set a near-term floor, and the $0.72 m outlay is material relative to the fund’s prior stake. Absence of sales or derivative hedges reinforces the constructive tone.

Risk Analyst

TL;DR: Insider buying positive, but reverse split hints at past weakness.

While insider accumulation is encouraging, the 1-for-20 split underscores earlier compliance or liquidity issues. Investors should balance the buying signal against the structural risk that necessitated the split and monitor liquidity and future capital needs.

Insider Trade Summary

Net Buyer: 128,848 shares ($733,826)

Net Buy 3 txns

Insider Lynx1 Capital Management LP, Nichols Weston

Role 10% Owner | 10% Owner

Bought 128,848 shs ($734K)

Type	Security	Shares	Price	Value
Purchase	Common Stock	66,423	$5.7127	$379K
Purchase	Common Stock	49,302	$5.7408	$283K
Purchase	Common stock, $0.0001 par value per share ("Common Stock")	13,123	$5.4361	$71K

Holdings After Transaction: Common Stock — 591,696 shares (Indirect, See footnote); Common stock, $0.0001 par value per share ("Common Stock") — 475,971 shares (Indirect, See footnote)

Footnotes (1)

1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.33 to $5.475 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein. The Reporting Persons' holdings have been adjusted to reflect the 1-for-20 reverse stock split of the Issuer effective on July 14, 2025, as disclosed on the Current Report on Form 8-K filed by the Issuer with the SEC on July 14, 2025. The securities to which this filing relates are held directly by Lynx1 Master Fund LP to which Lynx1 Capital Management LP (the "Investment Manager") serves as investment manager. Weston Nichols ("Mr. Nichols") is the sole member of Lynx1 Capital Management GP LLC, the general partner of the Investment Manager. Each of the Investment Manager and Mr. Nichols disclaims beneficial ownership of the securities to which this filing relates for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except to the extent of his or its pecuniary interest therein, if any. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.675 to $5.8 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.535 to $5.9 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Lynx1 Capital Management LP

(Last) (First) (Middle)

D81 CALLE C

STE 301, PMB 1202

(Street)

DORADO PR 00646-2051

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Passage BIO, Inc. [ PASG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock, $0.0001 par value per share ("Common Stock")	07/22/2025		P		13,123	A	$5.4361(1)	475,971(2)	I	See footnote(3)
Common Stock	07/23/2025		P		49,302	A	$5.7408(4)	525,273	I	See footnote(3)
Common Stock	07/24/2025		P		66,423	A	$5.7127(5)	591,696	I	See footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Lynx1 Capital Management LP

(Last) (First) (Middle)

D81 CALLE C

STE 301, PMB 1202

(Street)

DORADO PR 00646-2051

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Nichols Weston

(Last) (First) (Middle)

D81 CALLE C

STE 301, PMB 1202

(Street)

DORADO PR 00646-2051

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.33 to $5.475 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.

2. The Reporting Persons' holdings have been adjusted to reflect the 1-for-20 reverse stock split of the Issuer effective on July 14, 2025, as disclosed on the Current Report on Form 8-K filed by the Issuer with the SEC on July 14, 2025.

3. The securities to which this filing relates are held directly by Lynx1 Master Fund LP to which Lynx1 Capital Management LP (the "Investment Manager") serves as investment manager. Weston Nichols ("Mr. Nichols") is the sole member of Lynx1 Capital Management GP LLC, the general partner of the Investment Manager. Each of the Investment Manager and Mr. Nichols disclaims beneficial ownership of the securities to which this filing relates for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except to the extent of his or its pecuniary interest therein, if any.

4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.675 to $5.8 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.

5. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.535 to $5.9 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.

	Lynx1 Capital Management LP, By: Lynx1 Capital Management GP LLC, its general partner, By: /s/ Weston Nichols, Sole Member	07/24/2025
	/s/ Weston Nichols	07/24/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Passage Bio shares did Lynx1 Capital buy on Form 4?

The fund purchased 128,848 common shares between 22-24 Jul 2025.

What was the average purchase price for PASG shares?

Weighted-average prices were $5.4361, $5.7408, and $5.7127 on the respective trade dates.

What is Lynx1 Capital’s new total holding in PASG after the transactions?

Its indirect position rose to 591,696 common shares.

Did the Form 4 report any derivative transactions?

No. Table II shows zero derivative activity for the period.

Why do the share counts reflect a 1-for-20 reverse split?

Holdings were adjusted for Passage Bio’s reverse split effective 14 Jul 2025, as noted in Footnote 2.