{"filing":{"accession_number":"0001104659-26-077306","cik":"0001787297","ticker":"PASG","company_name":"Passage BIO, Inc.","form":"8-K","filing_date":"2026-06-24","report_date":null,"primary_document":"tm2618476d1_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1787297/000110465926077306/tm2618476d1_8k.htm"},"events":[{"id":13510,"run_id":12007,"accession_number":"0001104659-26-077306","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"summary":"Passage Bio entered into a definitive Agreement and Plan of Merger with Remix Therapeutics on June 24, 2026, whereby Passage Bio's subsidiary will merge with Remix, with Remix continuing as a wholly owned subsidiary and the combined company operating as Remix Therapeutics. The all-stock transaction values Remix at approximately $226 million and Passage Bio at approximately $20 million, with Passage Bio shareholders expected to own ~7% of the combined entity post-closing; the transaction includes concurrent $100 million private placement financing and is expected to close in Q4 2026 subject to customary closing conditions including stockholder approval.","company_name":"Passage BIO, Inc.","ticker":"PASG","filing_date":"2026-06-24","form":"8-K","submitted_at":null,"items":[{"id":10659,"accession_number":"0001104659-26-077306","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"Passage Bio and Remix Therapeutics entered into a definitive Agreement and Plan of Merger on June 24, 2026, whereby Passage Bio's subsidiary will merge with Remix, with Remix continuing as a wholly owned subsidiary of Passage Bio. The transaction involves an all-stock merger with Remix ascribed an equity value of $226 million and Passage Bio's equity value approximately $20 million, accompanied by a concurrent $100 million private placement financing. This is a material acquisition/change of control transaction requiring stockholder approval and SEC registration, clearly falling under Item 1.01 M\u0026A activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T20:18:22.695194+00:00","company_name":"","ticker":null,"filing_date":""},{"id":10660,"accession_number":"0001104659-26-077306","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 1.02 disclosure describes termination of the Catalent development and manufacturing agreement, but the supplemental exhibit (EX-99.1) reveals the material event is the proposed merger between Passage Bio and Remix Therapeutics announced on June 24, 2026. The termination of the Catalent Agreement is explicitly stated to be \"in connection with the wind-down of its gene therapy programs and the proposed Merger.\" The merger is an all-stock transaction with Passage Bio shareholders expected to own ~7% of the combined company, representing a material change of control and M\u0026A activity that would significantly affect investor assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T20:18:22.695194+00:00","company_name":"","ticker":null,"filing_date":""},{"id":10661,"accession_number":"0001104659-26-077306","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses entry into a definitive merger agreement between Passage Bio and Remix Therapeutics in an all-stock transaction, with the combined company to operate as Remix. Item 3.02 incorporates Item 1.01 by reference, which covers material acquisitions and mergers. The concurrent $100 million private placement financing is a component of the M\u0026A transaction structure. This is a material change of control event affecting Passage Bio shareholders, who will own approximately 7% of the combined company post-closing.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T20:18:22.695194+00:00","company_name":"","ticker":null,"filing_date":""},{"id":10662,"accession_number":"0001104659-26-077306","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Passage Bio has entered into a definitive merger agreement with Remix Therapeutics in an all-stock transaction, with the combined company to operate as Remix Therapeutics. This represents a material change of control where Passage Bio shareholders will own approximately 7% of the combined entity post-closing, constituting a fundamental transformation of the registrant. The transaction is expected to close in Q4 2026 and is subject to customary closing conditions including stockholder approval.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T20:18:22.695194+00:00","company_name":"","ticker":null,"filing_date":""},{"id":10663,"accession_number":"0001104659-26-077306","item_number":"5.02","item_title":"is incorporated by reference into this Item 5.01.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses entry into a definitive merger agreement between Passage Bio and Remix Therapeutics in an all-stock transaction, with the combined company to operate as Remix Therapeutics. This is a material acquisition/change of control event. The prose explicitly states \"they have entered into a definitive merger agreement to combine in an all-stock transaction\" and details ownership percentages (Passage Bio shareholders ~7%, Remix stockholders ~93%), concurrent $100 million private placement financing, and expected closing in Q4 2026. This is a core M\u0026A activity disclosure under Item 5.01/1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T20:18:22.695194+00:00","company_name":"","ticker":null,"filing_date":""},{"id":10665,"accession_number":"0001104659-26-077306","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Passage Bio and Remix Therapeutics announced execution of a definitive merger agreement on June 24, 2026, with the combined company to operate as Remix Therapeutics. The transaction is an all-stock merger with Passage Bio shareholders expected to own approximately 7% of the combined entity post-closing, representing a material change of control. The filing explicitly discloses the merger agreement, transaction structure, financing ($100 million private placement), and expected closing in Q4 2026, all hallmarks of material M\u0026A activity under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T20:18:22.695194+00:00","company_name":"","ticker":null,"filing_date":""},{"id":10666,"accession_number":"0001104659-26-077306","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 8.01 disclosure centers on Passage Bio's termination of its research collaboration and license agreement with the University of Pennsylvania for PBFT02, effective 90 days after notice. However, the supplemental exhibits reveal the dominant material event: Passage Bio has entered into a definitive merger agreement with Remix Therapeutics in an all-stock transaction, with Passage Bio shareholders expected to own ~7% of the combined company post-closing. The merger is expected to close in Q4 2026 and includes a concurrent $100 million private placement financing. This is a material change of control and M\u0026A activity that would significantly affect investor assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T20:18:22.695194+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":10659,"accession_number":"0001104659-26-077306","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"Passage Bio and Remix Therapeutics entered into a definitive Agreement and Plan of Merger on June 24, 2026, whereby Passage Bio's subsidiary will merge with Remix, with Remix continuing as a wholly owned subsidiary of Passage Bio. The transaction involves an all-stock merger with Remix ascribed an equity value of $226 million and Passage Bio's equity value approximately $20 million, accompanied by a concurrent $100 million private placement financing. This is a material acquisition/change of control transaction requiring stockholder approval and SEC registration, clearly falling under Item 1.01 M\u0026A activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T20:18:22.695194+00:00","company_name":"Passage BIO, Inc.","ticker":"PASG","filing_date":"2026-06-24"},{"id":10660,"accession_number":"0001104659-26-077306","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 1.02 disclosure describes termination of the Catalent development and manufacturing agreement, but the supplemental exhibit (EX-99.1) reveals the material event is the proposed merger between Passage Bio and Remix Therapeutics announced on June 24, 2026. The termination of the Catalent Agreement is explicitly stated to be \"in connection with the wind-down of its gene therapy programs and the proposed Merger.\" The merger is an all-stock transaction with Passage Bio shareholders expected to own ~7% of the combined company, representing a material change of control and M\u0026A activity that would significantly affect investor assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T20:18:22.695194+00:00","company_name":"Passage BIO, Inc.","ticker":"PASG","filing_date":"2026-06-24"},{"id":10661,"accession_number":"0001104659-26-077306","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses entry into a definitive merger agreement between Passage Bio and Remix Therapeutics in an all-stock transaction, with the combined company to operate as Remix. Item 3.02 incorporates Item 1.01 by reference, which covers material acquisitions and mergers. The concurrent $100 million private placement financing is a component of the M\u0026A transaction structure. This is a material change of control event affecting Passage Bio shareholders, who will own approximately 7% of the combined company post-closing.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T20:18:22.695194+00:00","company_name":"Passage BIO, Inc.","ticker":"PASG","filing_date":"2026-06-24"},{"id":10662,"accession_number":"0001104659-26-077306","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Passage Bio has entered into a definitive merger agreement with Remix Therapeutics in an all-stock transaction, with the combined company to operate as Remix Therapeutics. This represents a material change of control where Passage Bio shareholders will own approximately 7% of the combined entity post-closing, constituting a fundamental transformation of the registrant. The transaction is expected to close in Q4 2026 and is subject to customary closing conditions including stockholder approval.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T20:18:22.695194+00:00","company_name":"Passage BIO, Inc.","ticker":"PASG","filing_date":"2026-06-24"},{"id":10663,"accession_number":"0001104659-26-077306","item_number":"5.02","item_title":"is incorporated by reference into this Item 5.01.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses entry into a definitive merger agreement between Passage Bio and Remix Therapeutics in an all-stock transaction, with the combined company to operate as Remix Therapeutics. This is a material acquisition/change of control event. The prose explicitly states \"they have entered into a definitive merger agreement to combine in an all-stock transaction\" and details ownership percentages (Passage Bio shareholders ~7%, Remix stockholders ~93%), concurrent $100 million private placement financing, and expected closing in Q4 2026. This is a core M\u0026A activity disclosure under Item 5.01/1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T20:18:22.695194+00:00","company_name":"Passage BIO, Inc.","ticker":"PASG","filing_date":"2026-06-24"},{"id":10665,"accession_number":"0001104659-26-077306","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Passage Bio and Remix Therapeutics announced execution of a definitive merger agreement on June 24, 2026, with the combined company to operate as Remix Therapeutics. The transaction is an all-stock merger with Passage Bio shareholders expected to own approximately 7% of the combined entity post-closing, representing a material change of control. The filing explicitly discloses the merger agreement, transaction structure, financing ($100 million private placement), and expected closing in Q4 2026, all hallmarks of material M\u0026A activity under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T20:18:22.695194+00:00","company_name":"Passage BIO, Inc.","ticker":"PASG","filing_date":"2026-06-24"},{"id":10666,"accession_number":"0001104659-26-077306","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 8.01 disclosure centers on Passage Bio's termination of its research collaboration and license agreement with the University of Pennsylvania for PBFT02, effective 90 days after notice. However, the supplemental exhibits reveal the dominant material event: Passage Bio has entered into a definitive merger agreement with Remix Therapeutics in an all-stock transaction, with Passage Bio shareholders expected to own ~7% of the combined company post-closing. The merger is expected to close in Q4 2026 and includes a concurrent $100 million private placement financing. This is a material change of control and M\u0026A activity that would significantly affect investor assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T20:18:22.695194+00:00","company_name":"Passage BIO, Inc.","ticker":"PASG","filing_date":"2026-06-24"}]}