Passage BIO, Inc. current report, 15 July 2021

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Filing Overview

Passage BIO, Inc. filed a Form 8-K dated July 15, 2021, under Item 5.02 to report changes in its principal financial officer and the appointment of a new Chief Financial Officer. The company is a Delaware corporation listed on Nasdaq under the symbol PASG.

Management Changes

  • Simona King was appointed Chief Financial Officer effective on or about August 23, 2021. She will also serve as Principal Financial Officer and Principal Accounting Officer beginning on that date.
  • Bruce Goldsmith, Ph.D., the company’s President and Chief Executive Officer and a member of the Board, was appointed Principal Financial Officer effective immediately through Ms. King’s commencement date.
  • Ms. King previously served as CFO of Tmunity Therapeutics and held finance leadership positions at Emergent BioSolutions and Bristol Myers Squibb. She is a certified public accountant.

Compensation and Employment Terms

  • Annual base salary: $425,000.
  • Target cash bonus eligibility: up to 40% of annual base salary, subject to performance criteria.
  • Equity award: an option to purchase 360,000 common shares, with an exercise price equal to the Nasdaq closing price on the grant date. Vesting is scheduled at 25% after one year, followed by monthly vesting over the next 36 months, subject to continued service.
  • If terminated without cause or if Ms. King resigns for good reason, she may receive nine months of base salary during the first year of employment or 12 months thereafter, plus a taxable lump-sum payment for 12 months of applicable COBRA premiums, subject to execution and non-revocation of a release.
  • Specified change-in-control circumstances may result in payment of 100% of her target bonus and accelerated vesting of outstanding unvested equity awards.
  • The company stated that it will enter into its standard indemnification agreement with Ms. King.

Financial Metrics and Liquidity

This Form 8-K does not provide revenue, profit, cash flow, margin, debt, liquidity, guidance, or other operating financial metrics. The filing text does not provide a clear value for these items.

Material Changes and Unusual Items

The material change reported is the transition of the principal financial officer role from Dr. Goldsmith on an interim basis to Ms. King upon her expected commencement. The filing states that there are no arrangements or understandings with other persons relating to Ms. King’s appointment, no relevant family relationships with directors or executive officers, and no reportable related-party transaction under Item 404(a).

Investor Verification Items

  • Confirm Ms. King’s actual commencement date and assumption of the Principal Financial Officer and Principal Accounting Officer roles.
  • Review the applicable employment agreement, option grant, vesting terms, and potential severance or change-in-control obligations.
  • Consult the company’s subsequent filings for any additional management changes or updates to the CFO appointment.
  • Use the company’s periodic reports, rather than this Form 8-K, to assess financial performance, liquidity, cash runway, debt, and business outlook.