Passage BIO, Inc. 8-K

What Happened
Passage Bio, Inc. (PASG) filed an 8-K reporting two material terminations. On May 21, 2026, the company notified Gemma Biotherapeutics, Inc. that it was terminating the research, collaboration and license agreement dated July 31, 2024 (the "Gemma Collaboration Agreement"). On May 22, 2026, Passage Bio and Commerce Square Partners – Philadelphia Plaza, L.P. executed a lease termination for the 2005 Market Street office lease, with Passage Bio agreeing to pay a $2.3 million termination fee.

Key Details

• Gemma Collaboration: Agreement (originally dated July 31, 2024) covered preclinical and IND-enabling work for Passage Bio’s Huntington’s disease program and a paused Temporal Lobe Epilepsy program, plus options for research in four additional CNS indications. The company provided written notice of termination on May 21, 2026. The full agreement text was previously filed as Exhibit 10.5 to Passage Bio’s 10-Q (Nov 13, 2024).
• Lease termination: The 2005 Market Street Lease (≈37,000 sq ft), which began Feb 2021 and was set to expire Dec 2031, was terminated by agreement on May 22, 2026; Passage Bio will pay a $2.3 million termination fee. The company had subleased substantially all of the space in Aug–Sept 2023 for certain periods.

Why It Matters
These actions remove an external research collaboration and end a long-term office lease. For investors, the Gemma termination could affect timelines or resource plans for the Huntington’s disease and paused epilepsy research programs (the filing does not disclose any termination payments or other financial terms related to Gemma). The lease termination creates a known near-term cash outflow of $2.3 million but may reduce ongoing facility obligations tied to a lease that ran through 2031. Investors should watch for further disclosures from Passage Bio on any financial impact, remaining R&D plans, or new collaborations.