Passage Bio, Inc. SEC Filings

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.

Form 144 filing – Passage Bio, Inc. (PASG)

Investment fund OrbiMed Private Investments VII, LP intends to sell 132,645 common shares through Themis Trading LLC on or about 21 Jul 2025. The indicated aggregate market value is $737,506, implying an average price of roughly $5.56 per share. The block equals about 4.3 % of the 3,120,295 shares outstanding disclosed in the notice.

The same holder has already disposed of 1,142,565 shares in the past three months across 15 transactions, realising total gross proceeds of approximately $702,867. Combining completed and proposed sales, OrbiMed has moved or plans to move roughly 41 % of the reported outstanding share count, signalling an ongoing reduction of its stake that could add selling pressure to PASG shares.

No operational, earnings or strategic updates accompany the notice. The filer represents that it possesses no non-public material adverse information.

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).

Form 144 filing for Passage Bio, Inc. (PASG) discloses that OrbiMed Private Investments VII, LP intends to sell 259,000 common shares through broker Themis Trading LLC on or after 07 / 07 / 2025. The shares have an aggregate market value of $112,147, implying a price of roughly $0.43 per share. With 62,148,274 shares outstanding, the proposed sale represents about 0.42 % of the float.

The filing also lists OrbiMed’s prior activity: over the past three months the fund sold approximately 979,326 PASG shares across ten transactions, generating gross proceeds of roughly $278,000 (figure derived from the line items provided). Shares being sold were originally acquired in the company’s 03 / 03 / 2020 IPO.

Key take-aways for investors

• The transaction is relatively small in percentage terms, suggesting limited direct dilution or price impact.
• However, continued divestment by a long-time institutional holder may signal portfolio rebalancing or diminished conviction and could add technical selling pressure.
• The Form 144 confirms the seller attests to having no undisclosed adverse information.

Passage Bio (NASDAQ:PASG) filed a Form 4 showing that 10% owner OrbiMed Advisors, via OrbiMed Private Investments VII, sold 583,657 common shares on 24-26 Jun 2025 at an average price near $0.34.

The disposals cut OrbiMed’s indirect stake from roughly 6.65 million to 6.06 million shares, a reduction of about 8.8% of its holdings, yielding proceeds of approximately $0.20 million. No derivative trades were reported and the Rule 10b5-1 plan box was left unchecked.

• OrbiMed remains a ≥10% beneficial owner.
• The firm disclaims beneficial ownership beyond pecuniary interest.

Sizable sales by a controlling holder can weigh on sentiment despite the modest dollar amount.

OrbiMed Private Investments VII, LP has filed a Form 144 notice indicating their intention to sell 1,076,120 shares of Passage Bio common stock with an aggregate market value of $378,364. The planned sale is scheduled for June 24, 2025, through Themis Trading LLC on the Nasdaq Stock Market.

The securities were originally acquired during Passage Bio's IPO on March 3, 2020. The filing also discloses previous sales by OrbiMed over the past 3 months, totaling 384,626 shares between April 15-24, 2025, with gross proceeds of approximately $128,436.

Key transaction details:

• Total outstanding shares: 62,148,274
• Average selling price of recent transactions: ~$0.33 per share
• Planned sale represents approximately 1.73% of total outstanding shares