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AI brief of an SEC Form 8-K · Passage BIO, Inc. (PASG)

Passage Bio agrees to all-stock merger with Remix; Passage holders to own about 7%

Mixed Impact 5 of 5 m&a Written later

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.

Key points

  • 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.

The filing

CompanyPassage BIO, Inc. (PASG)
Form8-K, current report
Filed with the SECJun 24, 2026, 4:15 PM ET
Accession number0001104659-26-077306

Items reported: 1.01 Material Definitive Agreement1.02 Termination of Material Agreement3.02 Unregistered Equity Sale5.01 Change in Control5.02 Director / Officer Change7.01 Regulation FD Disclosure8.01 Other Events

Read the filing on SEC.gov ↗

Written by AI on Nov 9, 2026, 11:43 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on June 24, 2026.

Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.