Business Context and Reporting Period
Company: Passage BIO, Inc. (PASG)
Filing Type: Form 8-K (Current Report)
Report Date: May 21, 2026
Business Overview: The Company operates as a remote-only entity without a physical headquarters. This filing reports the termination of two material definitive agreements: a research collaboration with Gemma Biotherapeutics, Inc. and a lease agreement for office space in Philadelphia.
Key Financial Metrics
This filing does not contain comprehensive financial statements (revenue, profit, cash flow, or margins). The only specific financial figure disclosed is a one-time termination fee.
- Lease Termination Fee: $2.3 million payable to Commerce Square Partners – Philadelphia Plaza, L.P.
- Debt and Liquidity: No specific data provided in this filing.
Material Changes
Termination of Gemma Collaboration Agreement
On May 21, 2026, the Company terminated the research, collaboration, and license agreement with Gemma Biotherapeutics, Inc., originally dated July 31, 2024. The agreement covered:
- Preclinical and Investigational New Drug-enabling work for Huntington's disease.
- A paused research program in Temporal Lobe Epilepsy.
- Options for research in four new central nervous system indications.
Termination of 2005 Market Street Lease
On May 22, 2026, the Company entered into a termination agreement for its lease of approximately 37,000 square feet at 2005 Market Street, Philadelphia. The lease, which commenced in February 2021 and was set to expire in December 2031, was substantially subleased in 2023. The termination requires a payment of $2.3 million.
Guidance, Outlook, and Risks
The filing does not provide updated financial guidance or management commentary regarding future outlook. The primary risk disclosed is the cessation of the specific research programs and options previously held under the Gemma Collaboration Agreement. The Company continues to operate as a remote-only entity.
Investor Verification Checklist
- Verify the impact of the $2.3 million lease termination fee on the Company's current cash position.
- Confirm the status of the Huntington's disease and Temporal Lobe Epilepsy programs following the Gemma agreement termination.
- Review the Company's most recent 10-Q or 10-K for updated liquidity and cash burn metrics not included in this 8-K.
- Assess whether the termination of the Gemma agreement affects the Company's pipeline for the four central nervous system indications.