Passage Bio Announces Amended Merger Agreement to Acquire Remix Therapeutics

What Happened
Passage Bio (PASG) filed an 8-K on Sept. 3, 2026 disclosing an Amended and Restated Agreement and Plan of Merger with Remix Therapeutics dated Sept. 2, 2026. The amendment replaces the June 24, 2026 merger agreement and sets a two-step merger: (1) Merger Sub merges into Remix (Remix survives) and (2) the surviving company then merges into a second Merger Sub entity (Merger Sub II survives). The parties intend the combined transaction to qualify as a tax-free reorganization under Section 368(a). The amendment also updates the concurrent private placement to permit pre-funded warrants; the subscription amount is approximately $70.0 million.

Key Details

• Amended agreement date: September 2, 2026 (original agreement June 24, 2026); outside date unchanged: December 24, 2026.
• Two-step merger intended to qualify under Section 368(a) (First Merger then Second Merger).
• Concurrent private placement: ~ $70.0 million aggregate; investors may buy Remix common stock or pre-funded warrants at $1.3861 per share and $1.3860 per pre-funded warrant. Pre-funded warrants will convert into warrants to buy Passage Bio common stock on the same terms.
• Registration rights extended to shares issuable on pre-funded warrants; combined company must file a resale registration statement within 30 days after the Second Merger and use commercially reasonable efforts to have it effective by day 90 (or day 120 if the SEC does a full review).
• Amended agreement does not change the previously disclosed economic terms (aggregate equity value, minimum financing proceeds, closing conditions, expected board composition, termination rights/fees).

Why It Matters
This 8-K signals that Passage Bio and Remix remain on track toward a planned combination but with a revised structure and financing mechanics. The two-step structure and use of pre-funded warrants are intended to address tax and financing issues while preserving the deal economics already disclosed. For investors, material points are the ~$70M concurrent financing (which affects deal funding and dilution), the timing commitments (registration filing deadlines and Dec. 24, 2026 outside date), and the requirement for stockholder approvals for the issuance of Passage Bio shares and the change of control.