{"url_path":"/sec/pasg/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors.","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-12","source_url":"https://www.sec.gov/Archives/edgar/data/1787297/0001104659-26-058987-index.html","accession_number":"0001104659-26-058987","cik":"0001787297","ticker":"PASG","issuer_name":"Passage BIO, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1787297/0001104659-26-058987-index.html","primary_entity_key":"0001787297","primary_entity_name":"Passage BIO, Inc."},"word_count":696,"has_tables":true,"body_markdown":"Item 1A. Risk Factors.\n\nIn addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on March 3, 2026, which could materially affect our business, financial condition or future results. These disclosures reflect our beliefs and opinions as to factors that could materially and adversely affect the Company and its securities in the future. References to past events are provided by way of example only and are not intended to be a complete listing of such events or a representation as to whether or not such factors or similar events have occurred in the past or their likelihood of occurring in the future. The risks described in our Annual Report on Form 10-K, for the fiscal year ended December 31, 2025, as filed with the SEC on March 3, 2026, may not be the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and/or operating results.\n\nExcept as set forth below, there were no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on March 3, 2026.\n\nIf our continued exploration of strategic alternatives is unsuccessful, our financial condition and results of operations may be materially adversely affected.\n\nOn April 20, 2026, we announced that we have initiated a review of strategic alternatives to maximize shareholder value. These strategic alternatives may include, but are not limited to, merger or acquisition transactions, a reverse merger, a sale of assets of the Company, strategic partnerships, licensing opportunities, or other potential paths. The strategic review is underway. We do not intend to provide updates on the strategic review until our board of directors approves a\n\n40\n\n[Table of Contents](#TOC)\n\nspecific action or otherwise determines that disclosure is appropriate or required. There can be no assurance that the process will result in any such transaction. Any potential strategic alternative would be dependent on a number of factors that may be beyond our control, including, among other things, market conditions, industry trends, regulatory approvals, and the availability of financing for a potential transaction on reasonable terms. We may incur substantial expenses associated with identifying, evaluating, and negotiating potential strategic alternatives. Any potential transaction or other strategic alternative, if consummated, may not provide greater value to our stockholders than that reflected in the current price of our common stock. In addition, perceived uncertainties related to our future may result in the loss of potential business opportunities and volatility in the market price of our common stock.\n\nThere is substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain further financing.\n\nOur financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, as shown in our financial statements for the year ended December 31, 2025, included in our Annual Report on Form 10-K for the year ended December 31, 2025, and the interim financial statements included in this Report, we have sustained substantial recurring losses from operations. In addition, we have used, rather than provided, cash in our operations. As of March 31, 2026, we had cash and cash equivalents of approximately $33.3 million. The above conditions raise substantial doubt about our ability to continue as a going concern within one year after the date that our financial statements in this Report are issued. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should we be unable to continue in existence. Uncertainty concerning our ability to continue as a going concern, among other factors, may hinder our ability to obtain future financing or result in any strategic transaction."}