Passage Bio amends Remix merger deal; $70.0 million private placement uses pre-funded warrants
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.
Key points
- 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.
The filing
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 September 02, 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.