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Passage Bio, Inc. SEC filings document a clinical-stage genetic medicines issuer focused on PBFT02 for neurodegenerative diseases. Form 8-K reports cover financial results, Regulation FD presentations, PBFT02 clinical and regulatory updates, lease termination matters, and exit or disposal activity affecting operating costs.
Proxy materials disclose board composition, audit committee changes, executive compensation, and equity-award governance. The filing record also identifies the company's public reporting status, Delaware incorporation, Nasdaq listing venue, and recurring capital-resource disclosures tied to development-stage biotechnology operations.
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. director Sondhi Dolan received a grant of stock options covering 10,539 shares of common stock. The options have an exercise price of $5.0800 per share and expire on May 19, 2036. Following this grant, Dolan holds options for 10,539 shares directly.
The stock option vests in full on the earlier of the one-year anniversary of the May 19, 2026 grant date or the company’s 2027 annual meeting of stockholders, as long as Dolan continues serving the company through that time.
Passage BIO director Derrell Porter received a new stock option grant. The award covers 10,539 options to buy Passage BIO common stock at an exercise price of $5.0800 per share, expiring on May 19, 2036. The option vests in full on the earlier of the one-year anniversary of the grant date or the company’s 2027 annual stockholder meeting, subject to his continued service.
Passage BIO, Inc. director Thomas Richard Kassberg received a grant of stock options covering 10,539 shares of common stock. The options have an exercise price of $5.08 per share and expire on May 19, 2036. They vest in full on the earlier of the one-year anniversary of the May 19, 2026 grant date or the company’s 2027 annual stockholders’ meeting, subject to his continued service. Following this award, he holds 10,539 options directly.
Passage BIO director Sandip Kapadia received a new stock option grant. On May 19, 2026, he was granted options to acquire 10,539 shares of Passage BIO common stock at an exercise price of $5.08 per share, with no cash paid for the grant itself.
The options vest in full on the earlier of the one-year anniversary of the grant date or the company’s 2027 Annual Meeting, as long as he remains in continuous service. Following this award, Kapadia holds 10,539 director stock options directly, all expiring on May 19, 2036.
Passage BIO, Inc. director Maxine Gowen received a grant of stock options on May 19, 2026. The award covers 10,539 options, each giving the right to buy one share of common stock at an exercise price of $5.08 per share.
The options vest in full on the earlier of the one-year anniversary of the grant date or the company’s 2027 annual stockholder meeting, as long as she continues serving the company through that date. After this grant, she holds options on 10,539 shares directly, which expire on May 19, 2036.
Passage BIO, Inc. director Athena Countouriotis received a grant of stock options covering 10,539 shares of common stock. The options have an exercise price of $5.0800 per share and expire on May 19, 2036.
The option vests in full on the earlier of the one-year anniversary of the grant date or the company’s 2027 Annual Meeting of stockholders, as long as she continues serving the company through that date. After this grant, she holds 10,539 options directly.
Passage Bio’s latest quarter highlights shrinking resources, deep cost cuts, and mounting uncertainty. The company reported a Q1 2026 net loss of $7.6 million, improved from $15.4 million a year earlier as research and development and general and administrative expenses both declined.
Cash and cash equivalents fell to $33.3 million at March 31, 2026, and management concludes this will not cover capital needs for the next 12 months, raising “substantial doubt” about its ability to continue as a going concern. To preserve cash, Passage Bio terminated its Hopewell laboratory lease, paying a $4.8 million fee but recording a net gain on lease termination and sharply reducing lease liabilities.
After quarter-end, the company began reviewing strategic alternatives, including potential mergers, asset sales, or licensing deals, and announced a restructuring that will cut its workforce by about 75%, with estimated severance costs of $3.3 million. Passage Bio remains a clinical-stage biotech centered on lead gene therapy PBFT02 but is reassessing next steps in its development programs under these financial constraints.
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.