Business Context and Reporting Period
Company: Passage BIO, Inc. (PASG)
Filing Type: Form 8-K (Current Report)
Date of Report: June 23, 2026 (Event Date: June 24, 2026)
Primary Event: Entry into a Material Definitive Agreement for a merger with Remix Therapeutics, Inc.
Key Financial Metrics and Transaction Terms
- Merger Consideration: Remix stockholders will receive Passage Bio common stock based on a formula utilizing an ascribed equity value of $226 million for Remix and approximately $20 million for Passage Bio (subject to net cash adjustments).
- Concurrent Financing: Remix is consummating a financing with expected aggregate gross proceeds of at least $100 million via common stock and convertible notes.
- Termination Fees:
- If Remix terminates for a superior offer or changes recommendation: $17.5 million payable to Passage Bio.
- If Passage Bio terminates for a superior offer or changes recommendation: $1.548 million payable to Remix.
- Contingent Value Rights (CVRs): Existing Passage Bio stockholders will receive one CVR per share for potential future payments derived from existing license agreements (specifically excluding PBFT02).
Material Changes and Strategic Shifts
- Change of Control: Upon closing, the combined company will be renamed "Remix Therapeutics, Inc." The Board of Directors will consist of nine members, all designated by Remix. Peter Smith, Ph.D., will become CEO.
- Program Wind-Down: Passage Bio terminated its Development Services Agreement with Catalent and its license agreement with the University of Pennsylvania regarding the gene therapy candidate PBFT02. The company is winding down its gene therapy programs in connection with the merger.
- Stockholder Support: Remix stockholders owning approximately 93% of Remix capital stock and Passage Bio stockholders owning approximately 1% of Passage Bio stock have entered into support agreements to vote in favor of the merger.
Guidance, Outlook, and Risks
- Closing Conditions: The merger is subject to stockholder approvals, regulatory clearances, Nasdaq listing approval, and the successful completion of the $100 million concurrent financing.
- Liquidity Outlook: Management expects the combined company's cash position to fund operations into 2028.
- Key Risks:
- Failure to satisfy closing conditions (e.g., stockholder vote, financing).
- Uncertainty regarding the realization of CVR payments.
- Integration risks and potential disruption to business operations.
- Regulatory and clinical development risks associated with Remix's product candidates (e.g., REM-422).
Investor Verification Checklist
- Verify the final exchange ratio once Passage Bio's net cash at closing is determined.
- Confirm the successful closing of the $100 million concurrent financing by Remix.
- Review the upcoming Form S-4 Proxy Statement/Prospectus for detailed financial data and risk factors.
- Monitor the status of the PBFT02 termination and the impact on existing license agreements.
- Assess the timeline for the CVR payments and the specific milestones triggering them.