Welcome to our dedicated page for Passage Bio SEC filings (Ticker: PASG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Passage Bio, Inc. (PASG) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. As a clinical stage genetic medicines company listed on the Nasdaq Capital Market, Passage Bio uses SEC filings to report financial results, material corporate events, and key developments in its PBFT02 gene therapy program for neurodegenerative diseases.
Investors can review Form 10-K annual reports and Form 10-Q quarterly reports to see detailed information on research and development and general and administrative expenses, net loss, cash, cash equivalents, and marketable securities, along with risk factor and business discussions. Form 8-K current reports document material events such as quarterly financial press releases, updated corporate presentations, program data updates from the upliFT-D trial, manufacturing and regulatory milestones, board and committee changes, and the implementation of the 1-for-20 reverse stock split and related Nasdaq listing matters.
Where applicable, investors may also consult proxy materials and other governance-related filings for information on board composition and stockholder approvals, including approvals related to capital structure changes. For a company like Passage Bio, which is advancing a gene therapy candidate through early-stage clinical development, these filings help clarify trial status, manufacturing strategy, and the company’s view of its cash runway and operating priorities.
On Stock Titan, Passage Bio filings are supplemented with AI-powered summaries that highlight key points from lengthy documents, helping users quickly understand major changes in financial condition, clinical and regulatory plans, and capital structure. Real-time updates from EDGAR ensure that new PASG filings, including 10-K, 10-Q, and 8-K reports, appear promptly, while structured access to filings supports deeper review of the company’s regulatory and disclosure history.
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
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).