Business Context and Reporting Period
This Form 8-K, dated September 2, 2026, reports on Passage BIO, Inc. (Nasdaq: PASG), a remote-only biopharmaceutical company. The filing details the entry into material definitive agreements regarding a proposed merger with Remix Therapeutics, Inc. (Remix). The transaction was originally announced on June 24, 2026, and amended on the date of this report.
Key Financial Metrics and Transaction Terms
- Concurrent Financing: An amended subscription agreement permits investors to purchase shares of Remix common stock and/or pre-funded warrants for an aggregate subscription amount of approximately $70.0 million.
- Purchase Price: The price is set at $1.3861 per share of Remix common stock and $1.3860 per pre-funded warrant.
- Merger Structure: The transaction utilizes a two-step merger structure intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.
- Outside Date: The transaction has an outside date of December 24, 2026.
- Financial Statements: This filing does not contain revenue, profit, cash flow, or margin data for Passage BIO or Remix. Such metrics are not provided in the text.
Material Changes Versus Prior Period
The primary material change is the execution of an Amended and Restated Agreement and Plan of Merger and an Amended and Restated Subscription Agreement. Key modifications from the original June 2026 agreements include:
- Structural Change: Implementation of a two-step merger (First Merger and Second Merger) to achieve specific tax treatment.
- Financing Instrument: The concurrent private placement now explicitly allows for the sale of pre-funded warrants to purchase Remix common stock, which will convert into warrants for Passage BIO common stock post-merger.
- Registration Rights: The Registration Rights Agreement has been revised to extend rights to shares issuable upon the exercise of the pre-funded warrants.
- Unchanged Terms: The filing states that aggregate equity value, minimum proceeds required, termination fees, and the board composition remain unchanged from the original disclosure.
Guidance, Outlook, and Risks
Management Commentary and Outlook:
- Both boards of directors have approved the transaction, deeming it fair and advisable.
- Passage BIO's board recommends stockholders vote to approve the issuance of common stock and the change of control.
- The combined company expects the net proceeds from the private placement to fund operations into 2028.
- A resale registration statement will be filed within 30 days of the Second Merger, with efforts to make it effective within 90 days (or 120 days if a full SEC review is required).
Risks and Contingencies:
- Closing Conditions: The transaction is subject to stockholder approval, regulatory clearances, and the successful consummation of the concurrent financing.
- Forward-Looking Uncertainties: Risks include the failure to integrate businesses, inability to retain key personnel, clinical trial delays, regulatory approval failures, and the possibility that Contingent Value Rights (CVR) holders may never receive payments.
- Ownership Adjustments: Final ownership percentages are subject to adjustment based on Passage BIO's net cash at closing.
Investor Verification Checklist
- Verify the full text of the Amended and Restated Merger Agreement (Exhibit 2.1) for specific representations and warranties.
- Review the Proxy Statement/Prospectus (Form S-4, File No. 333-297601) for detailed risk factors and voting instructions.
- Confirm the status of the $70.0 million concurrent financing and whether the minimum proceeds condition has been met.
- Monitor the December 24, 2026 outside date for potential termination if conditions are not satisfied.
- Assess the sufficiency of the combined company's cash runway to fund operations through 2028 as projected.