Passage BIO, Inc. 8-K

What Happened

• On June 24, 2026, Passage Bio (Passage) entered into a definitive Agreement and Plan of Merger to merge its wholly owned subsidiary Peregrine Merger Sub into Remix Therapeutics (Remix), with Remix to become a wholly owned subsidiary of Passage at closing.
• The deal uses a formula exchange of equity: Remix has been ascribed an aggregate equity value of $226 million and Passage’s equity value is expected to be ~$20 million (subject to net‑cash adjustment at closing). Remix will complete a Concurrent Financing of at least $100 million immediately prior to closing.
• The combined company’s board is expected to have nine directors designated by Remix, and Remix CEO/co‑founder Peter Smith, Ph.D., is expected to become CEO of the combined company.

Key Details

• Date filed: Form 8‑K dated June 24, 2026.
• Remix equity value: $226 million; Passage equity value: ~ $20 million (subject to net cash adjustments).
• Concurrent Financing: expected gross proceeds of at least $100 million via a subscription and convertible notes; investors will receive registration rights and shares issued in the financing will convert in the Merger.
• Closing conditions include stockholder approvals, Nasdaq listing approval (subject to notice of issuance), effectiveness of the Registration Statement, completion of the Concurrent Financing (≥ $100M), and conversion of Remix preferred stock to common.
• Governance & management: nine‑member combined board (designated by Remix); Peter Smith to be CEO.
• Support/lock‑ups: remix insiders holding ~93% of Remix capital stock agreed to vote in favor; certain officers/directors bound by 180‑day lock‑ups.
• Termination fees: Remix may owe Passage $17.5M in certain termination scenarios; Passage may owe Remix $1.548M in certain other scenarios.
• Other actions: Passage terminated its Catalent manufacturing agreement effective June 23, 2026 (no termination fee) and gave Penn 90‑day notice to terminate PBFT02 rights under its Penn license (PBFT02 termination only).

Why It Matters

• This is a strategic transaction that would combine Passage Bio with Remix and materially change Passage’s business, leadership and capital profile. The $100M+ Concurrent Financing is a key condition to closing and is intended to fund Remix’s programs and the combined company’s operations. Passage stockholders will be asked to approve equity issuance, a name change to “Remix Therapeutics, Inc.” (subject to board decision), and other stockholder matters in connection with the transaction. The filing also discloses program wind‑downs (Catalent and PBFT02 license steps), which reduce Passage’s prior program commitments. Investors should watch for the S‑4/proxy filing, timing of the financing, stockholder votes and Nasdaq listing approval—each is required for the transaction to close.