Business Context and Reporting Period
This Form 8-K filing by Passage BIO, Inc. (PASG) is dated January 29, 2025. The report addresses a material event regarding the company's stock listing status on The Nasdaq Stock Market LLC.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The document focuses exclusively on regulatory compliance regarding stock listing standards.
Material Changes
- Listing Transfer: Nasdaq approved the transfer of Passage BIO's common stock from The Nasdaq Global Select Market to The Nasdaq Capital Market, effective January 30, 2025.
- Compliance Status: The transfer was necessitated by the company's failure to maintain a minimum closing bid price of $1.00 per share for 30 consecutive business days.
- Trading Continuity: Shares will continue to trade uninterruptedly under the symbol "PASG" with no immediate expected effect on trading operations.
Outlook, Risks, and Contingencies
- Extended Compliance Period: Nasdaq granted a new 180-day compliance period ending July 28, 2025, to regain compliance with the minimum bid price requirement.
- Compliance Requirement: To maintain listing, the closing bid price must meet or exceed $1.00 per share for at least 10 consecutive business days on or before July 28, 2025.
- Contingency Plan: The company has notified Nasdaq of its intention to cure the deficiency, which may include effecting a reverse stock split if necessary.
- Management Commentary: Management intends to actively monitor the bid price and consider available options to resolve deficiencies.
Investor Verification Checklist
- Verify the current closing bid price of PASG shares relative to the $1.00 threshold.
- Monitor for any future announcements regarding a reverse stock split to address the bid price deficiency.
- Confirm the July 28, 2025 deadline for regaining full compliance with Nasdaq listing standards.
- Review the company's cash position in subsequent filings to assess its ability to fund operations while addressing listing requirements.