Every material Form 8-K Passage BIO, Inc. has filed with the SEC since May 27, 2026, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Passage Bio and Remix Therapeutics signed an amended and restated merger agreement on September 2, 2026, changing the deal to a two-step merger structure and allowing part of the private placement to be funded with pre-funded warrants. The company said the amendment does not otherwise change the economic terms, such as the equity values, the minimum proceeds, the termination fees, or the December 24, 2026 outside date. Shareholders should note that the filing describes a pending transaction that remains subject to closing conditions and a stockholder vote.
Amended and restated merger agreement dated September 2, 2026 uses a two-step merger structure, with Remix becoming a wholly owned subsidiary of Passage Bio.
Remix's subscription agreement now allows investors to buy pre-funded warrants instead of common stock, for an aggregate subscription amount of approximately $70.0 million.
Purchase prices are $1.3861 per share and $1.3860 per pre-funded warrant.
The outside date remains December 24, 2026, and the registration statement is due within 30 calendar days after the Second Merger takes effect.
On June 24, 2026, Passage Bio agreed to merge with Remix Therapeutics in an all-stock deal, with the combined company to operate as Remix Therapeutics under the ticker RMTX. Passage shareholders are expected to own about 7% of the combined company, subject to adjustment based on Passage's net cash at closing, and will receive contingent value rights tied to milestones from its out-licensed pediatric gene therapy assets. Closing requires stockholder approvals and a concurrent Remix financing of at least $100 million, and is expected in the fourth quarter of 2026.
Remix has been ascribed an aggregate equity value of $226 million; Passage's equity value is expected to be about $20 million, subject to net cash adjustment.
Remix will complete a concurrent financing of at least $100 million immediately before the merger closes.
Termination payments: $17.5 million from Remix to Passage, or $1.548 million from Passage to Remix, in specified circumstances.
Peter Smith, Ph.D., Remix's co-founder and CEO, will become CEO of the combined company; the merger outside date is December 24, 2026.
Passage Bio gave written notice on May 21, 2026 to end its research, collaboration and license agreement with Gemma Biotherapeutics, and on May 22, 2026 agreed with its landlord to terminate its 37,000-square-foot office lease at 2005 Market Street. The company agreed to pay a $2.3 million lease termination fee, and the Gemma termination takes effect under the agreement's terms. For shareholders, the filing shows the company is ending a partnership and reducing its office footprint, though the filing does not describe the financial effect beyond the fee.
Gemma Collaboration Agreement, dated July 31, 2024, terminated by written notice on May 21, 2026
Gemma had conducted preclinical and IND-enabling work for the Huntington's disease program and a paused Temporal Lobe Epilepsy program
Lease termination agreement signed May 22, 2026 with Commerce Square Partners; $2.3 million termination fee
Leased space was about 37,000 square feet, with a lease originally set to expire in December 2031; substantially all of it was subleased in 2023
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