Business Context and Reporting Period
This Form 8-K Current Report from Passage BIO, Inc. (PASG) is dated July 10, 2025. The filing announces a material corporate action: a 1-for-20 reverse stock split of the Company's common stock, effective as of 12:01 am Eastern time on July 14, 2025.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the structural change to the Company's capitalization.
Material Changes
- Reverse Stock Split: The Board approved a 1-for-20 reverse stock split, reducing the number of outstanding shares while maintaining the same aggregate ownership percentage for shareholders.
- Share Count Reduction: Immediately prior to the split, there were approximately 62,405,898 shares outstanding. Post-split, there will be approximately 3,120,295 shares outstanding.
- Trading Adjustments: Trading on a split-adjusted basis will commence on July 14, 2025, under a new CUSIP number (702712 209).
- Fractional Shares: No fractional shares will be issued; entitlements will be rounded up to the nearest whole share.
- Equity Plans: Proportionate adjustments will be made to the exercise prices and share counts for all outstanding stock options and equity incentive plans.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, management commentary on future operations, or specific risk factors beyond the mechanics of the stock split. The Company notes that the split was authorized by stockholders on May 28, 2025, within a range of 1-for-5 to 1-for-50, with the Board selecting the 1-for-20 ratio.
Investor Verification Checklist
- Verify the new CUSIP number (702712 209) for trading purposes starting July 14, 2025.
- Confirm the adjusted number of shares held in brokerage accounts post-split.
- Review the impact of the split on the exercise price and share count of any held stock options.
- Check for the rounding up of fractional share entitlements to the nearest whole share.