PASG, US7027122099

Passage Bio files merger terms: 6 percent for Passage Bio stock

Published on 10/14/2026 at 05:21 | Editorial responsibility: Rafael Müller, Editor-in-Chief AD HOC NEWS

For Passage Bio stock this means 6.00 percent projected ownership after the merger. Stockholders vote November 5, 2026.

Merger terms and stockholder vote

A proxy prospectus dated October 9, 2026 projects Passage Bio holders at 6.00 percent after closing.
The concurrent financing is expected to generate USD 100.0 million.
Passage Bio stockholders are scheduled to vote on November 5, 2026.

PASG, US7027122099, Illustration mit AI erstellt.

Passage Bio stock is tied to a proposed Remix Therapeutics merger that projects existing Passage Bio holders will own 6.00 percent of the combined company. The proxy statement prospectus dated October 9, 2026 also sets out a reverse stock split proposal and a stockholder vote scheduled for November 5, 2026, according to StockTitan.

Merger terms carry dilution risk

The transaction would combine Passage Bio with Remix through two mergers and rename Passage Bio as Remix Therapeutics, Inc. The filing uses an assumed exchange ratio of 0.1727 Passage Bio shares for each Remix share, while financing shares use an assumed ratio of 0.1728, according to StockTitan.

The concurrent financing combines USD 70.0 million of subscription proceeds with USD 30.0 million of convertible promissory notes, for expected aggregate proceeds of USD 100.0 million. Closing also requires at least USD 99,929,000 in financing proceeds and approval of three core Passage Bio proposals, including the share issuance and reverse split, the filing says through StockTitan.

What does the merger change?

On a fully diluted basis, the stated assumptions assign 65.00 percent of the combined company to Remix pre-merger holders, 6.00 percent to Passage Bio pre-merger holders and 29.00 percent to financing investors. The ownership split depends on final cash at closing, so the projected percentages are transaction assumptions rather than completed ownership, according to StockTitan.

Three merger milestones

On September 2, 2026, Passage Bio and Remix entered the amended merger agreement using the 0.1727 assumed exchange ratio. On October 5, 2026, the agreement was further amended as the companies refined the two-step structure and financing terms. On October 9, 2026, the prospectus set out the 6.00 percent projected ownership for existing Passage Bio holders, according to StockTitan.

Next shareholder decision

Passage Bio stockholders are scheduled to vote on November 5, 2026, on the merger-related share issuance, reverse stock split and charter changes. The proposed transaction is expected to close in the fourth quarter of 2026 if the required approvals and financing conditions are satisfied, according to StockTitan.

Clinical-stage company faces a reset

Passage Bio describes itself as a clinical-stage genetic medicines company focused on one-time therapies for neurodegenerative diseases, including its PBFT02 program. The proposed merger would shift the corporate story toward Remix's RNA-processing and small-molecule therapeutics portfolio, while Passage Bio holders would retain contingent value rights tied to specified legacy proceeds.

Market context: Market report Nasdaq Composite.