{"url_path":"/sec/pasg/8-k/2026-06-24/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-24","source_url":"https://www.sec.gov/Archives/edgar/data/1787297/0001104659-26-077306-index.html","accession_number":"0001104659-26-077306","cik":"0001787297","ticker":"PASG","issuer_name":"Passage BIO, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1787297/0001104659-26-077306-index.html","primary_entity_key":"0001787297","primary_entity_name":"Passage BIO, Inc."},"word_count":3223,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive Agreement.**\n\n \n\n**Agreement and Plan of Merger**\n\n \n\nOn June 24, 2026, Passage Bio, Inc.\n(“**Passage Bio**” or the “**Company**”), Peregrine Merger Sub, Inc., a Delaware corporation\nand a wholly owned subsidiary of the Company (“**Merger Sub**”), and Remix Therapeutics, Inc., a Delaware corporation\n(“**Remix**”), entered into an Agreement and Plan of Merger (the “**Merger Agreement**”),\npursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement,\nMerger Sub will merge with and into Remix, with Remix continuing as a wholly owned subsidiary of the Company and the surviving corporation\nof the merger (the “**Merger**”).\n\n \n\n*Merger Consideration*\n\n \n\nSubject to the terms and conditions of the Merger\nAgreement, (i) immediately prior to the effective time of the Merger (the “**Effective Time**”), (a) all\nRemix convertible notes will be converted into shares of Remix preferred stock in accordance with their terms, and (b) all Remix\npreferred stock will be converted into Remix common stock pursuant to the organizational documents of Remix (the “**Remix Preferred\nStock Conversion**”), and (ii) at the Effective Time, (a) each outstanding share of Remix common stock (excluding\nRemix common stock issued in the Concurrent Financing, as described below) will be converted into the right to receive a number of shares\nof the Company’s common stock (“**Company Common Stock**”), calculated in accordance with the Merger Agreement,\n(b) each outstanding Remix stock option that has not previously been exercised prior to the closing of the Merger will be assumed\nby the Company and become an option to purchase a number of shares of Company Common Stock, (c) each outstanding Remix warrant will\nbe treated in accordance with its terms and conditions, and (d) the Remix common stock issued in the Concurrent Financing will be\nconverted into the right to receive a number of shares of Company Common Stock calculated in accordance with the Merger Agreement.\n\n \n\nThe shares of Company Common Stock that will be\nissued to stockholders of Remix will be calculated using a formula in the Merger Agreement based on the equity value of each of Remix\nand the Company. Remix has been ascribed an aggregate equity value of $226 million and the Company’s equity value is expected to\nbe approximately $20 million subject to adjustment based on the amount of net cash of the Company at closing of the Merger.\n\n \n\n*Concurrent Financing*\n\n \n\nPursuant to the Merger Agreement, immediately\nprior to the Effective Time, Remix will consummate a financing for aggregate gross proceeds of at least $100 million (the “**Concurrent\nFinancing**”), which will consist of (i) the sale of shares of Remix common stock pursuant to a subscription agreement\n(the “**Subscription Agreement**”) with certain accredited investors and (ii) the sale of convertible notes\npursuant to a convertible promissory note purchase agreement (the “**Note Purchase Agreement**”) with certain accredited\ninvestors (collectively with the investors party to the Subscription Agreement, the “**Investors**”), which convertible\nnotes will convert into shares of Remix common stock based on the same aggregate equity value of Remix used in the Merger. On June 24,\n2026, Remix entered into the Subscription Agreement and Note Purchase Agreement for the Concurrent Financing with the Investors with expected\naggregate gross proceeds to Remix of at least $100 million.\n\n \n\nIn connection with the Concurrent Financing, at\nthe closing of the Merger, Remix and Passage Bio will enter into a registration rights agreement (the “**Registration Rights\nAgreement**”) with the Investors providing for the registration under the Securities Act of 1933, as amended (the “**Securities\nAct**”) of the shares of common stock sold in the Concurrent Financing. Pursuant to the Registration Rights Agreement, the\ncombined company will prepare and file a resale registration statement with the SEC within 30 calendar days following the Effective Time.\nThe combined company will use its commercially reasonable efforts to cause such registration statement to become effective as promptly\nas practicable but not later than the 90th calendar day following the Effective Time (or, in the event of a \"full review\"\nby the SEC, the 120th calendar day following the Effective Time).\n\n \n\n \n\n \n\n \n\nThe consummation of the transactions contemplated\nby the Subscription Agreement is conditioned on the satisfaction or waiver of the conditions set forth in the Merger Agreement and in\nthe Subscription Agreement. Shares of Remix common stock issued pursuant to the Concurrent Financing will be converted into shares of\nCompany Common Stock in the Merger in accordance with the Merger Agreement.\n\n \n\nThe foregoing descriptions of the Subscription\nAgreement and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the Subscription\nAgreement and the Registration Rights Agreement, the forms of which are filed as Exhibits 10.4 and 10.5, respectively, to this Current\nReport on Form 8-K and are incorporated herein by reference.\n\n \n\n*Conditions to the Merger*\n\n \n\nThe closing of the Merger is subject to the satisfaction\nor, to the extent permitted by law, the waiver of certain conditions including, among other things, (i) the required approvals by\neach respective party’s stockholders; (ii) the accuracy of the respective representations and warranties of each party, subject\nto certain materiality qualifications; (iii) compliance by the parties with their respective covenants; (iv) no law or order\npreventing the Merger and the other transactions contemplated by the Merger Agreement; (v) the\nshares of Company Common Stock to be issued in the Merger being approved for listing (subject to official notice of issuance) on The Nasdaq\nStock Market (“**Nasdaq**”); (vi) the Concurrent Financing results in cash proceeds of not less than $100\nmillion to Remix; (vii) the Registration Statement (as defined below) having become effective in accordance with the provisions\nof the Securities Act, and not being subject to any stop order or proceeding seeking a stop order; and (viii) the Remix Preferred Stock\nConversion will have been effected as of the closing date of the Merger.\n\n \n\n*Governance*\n\n \n\nAt the Effective Time, the Board of Directors\nof the combined company is expected to consist of nine (9) members, all of whom will be designated by Remix. Peter Smith, Ph.D.,\ncurrently the chief executive officer and co-founder of Remix, will be appointed as Chief Executive Officer of the combined company.\n\n \n\n*Non-Solicitation*\n\n \n\nFrom the date of the Merger Agreement until the\nearlier to occur of the termination of the Merger Agreement in accordance with its terms and the Effective Time, each of Passage and Remix\nwill be subject to customary restrictions on its ability to, among other things, (i) solicit, initiate or knowingly encourage, induce\nor facilitate the communication, making, submission or announcement of any competing acquisition proposals from third parties, (ii) furnish\nany non-public information regarding such party to any third party in connection with or in response to a competing acquisition proposal,\n(iii) engage in discussions or negotiations with any third party with respect to any competing acquisition proposal, (iv) approve,\nendorse or recommend any competing acquisition proposal, (v) execute or enter into any letter of intent or any agreement contemplating\nor otherwise relating to any competing acquisition proposal, or (vi) publicly propose to do any of the foregoing, subject to a customary\nprovision that allows each of Passage and Remix, under certain specified circumstances, to participate in discussions and engage in negotiations\nwith, and provide non-public information to, third parties with respect to a competing acquisition proposal that did not result from a\nbreach of the foregoing restrictions, if the Passage Board or Remix Board determines in good faith, after consultation with its financial\nadvisors and outside legal counsel, that such competing acquisition proposal constitutes a Superior Offer (as defined in the Merger Agreement)\nor could reasonably be expected to result in a Superior Offer and that the failure to take such actions would reasonably be expected to\nbe inconsistent with the Passage Board’s or Remix Board’s fiduciary duties. Each of Passage and Remix is required to notify\nthe other party of certain competing acquisition proposals, provide copies of written documentation related to such competing acquisition\nproposals and give such party a customary match period before effecting a change in the Passage Board or Remix Board recommendation in\nfavor of the Transactions.\n\n \n\n*Termination and Fees*\n\n \n\nThe Merger Agreement contains certain customary\ntermination rights, including, among others, (i) the mutual written consent of the parties, (ii) the right of either party to\nterminate the Merger Agreement if the Company’s stockholders fail to approve the issuance of Company Common Stock in the Merger\nand the Company Stockholder Matters (as defined below), (iii) the right of the Company to terminate the Merger Agreement if Remix\ndoes not deliver its required stockholder vote within fifteen (15) days after the Registration Statement becomes effective, (iv) the\nright of either party to terminate the Merger Agreement if the other party’s board of directors changes or withdraws its recommendation\nin favor of the transactions contemplated under the Merger Agreement, (v) the right of either party to terminate the Merger Agreement\nif the Merger has not occurred by December 24, 2026 (subject, under certain circumstances, to extension for an additional ninety\n(90) days), (vi) the right of either party to terminate the Merger Agreement due to a material breach by the other party of any of\nits representations, warranties or covenants which would result in the closing conditions not being satisfied, subject to certain conditions,\n(vii) the right of either party to terminate the Merger Agreement if a court of competent jurisdiction or other governmental body\nissues a final and non-appealable order, decree or ruling, or has taken any other action, having the effect of permanently restraining,\nenjoining or otherwise prohibiting the Merger and the other transactions contemplated by the Merger Agreement, and (viii) the right\nof either party to terminate the Merger Agreement to enter into an alternative transaction if such party has received a superior offer\nand paid a termination fee.\n\n \n\nUpon termination of the Merger Agreement under\nspecified circumstances, including if Passage terminates the Merger Agreement due to a change in the Remix Board recommendation in favor\nof the Transactions or if Remix terminates the Merger Agreement and enters into an alternative transaction with respect to a superior\noffer, Remix will be required to make a payment to Passage equal to $17.5 million in cash. Upon termination of the Merger Agreement under\nspecified circumstances, including if Remix terminates the Merger Agreement due to a change in the Passage Board recommendation in favor\nof the Transactions or if Passage terminates the Merger Agreement and enters into an alternative transaction with respect to a superior\noffer, Passage will be required to make a payment to Remix equal to $1.548 million in cash.\n\n \n\n \n\n \n\n \n\n*Certain Other Terms of the Merger Agreement*\n\n \n\nThe Merger Agreement contains customary representations,\nwarranties and covenants made by the Company and Remix, including covenants relating to obtaining the requisite approvals of the stockholders\nof the Company and Remix, indemnification of directors and officers, and the Company’s and Remix’s conduct of their respective\nbusinesses between the date of signing the Merger Agreement and the closing of the Merger.\n\n \n\nIn connection with the Merger, the Company\nwill prepare and file a combined registration statement on Form S-4 registering the Company Common Stock to be issued to\nRemix’s stockholders in the Merger, other than the shares issued in the Concurrent Financing (the “**Registration\nStatement**”), and proxy statement with respect to the meeting of the Company’s stockholders (the\n“**Proxy Statement**”) at which, among other things, the Company has agreed to seek the approval of the\nCompany’s stockholders with respect to certain actions, including (i) the issuance of Company Common Stock to the Remix\nstockholders in connection with the Merger and the other transactions contemplated under the Merger Agreement, pursuant to the\nMerger Agreement and Nasdaq rules, (ii) the amendment of the Company’s certificate of incorporation to change the name of\nthe Company to “Remix Therapeutics, Inc.,” and, if the Board of Directors determines to complete a reverse stock\nsplit of all outstanding shares of Company Common Stock, to effect such reverse stock split, and to make such other changes as shall\nbe mutually agreed upon by the Company and Remix, and (iii) the approval of new equity incentive plans for the combined company\n(collectively, the “**Company Stockholder Matters**”).\n\n \n\nThe foregoing summary does not purport to be a\ncomplete description and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed herewith as\nExhibit 2.1 and is incorporated by reference herein.\n\n \n\nThe Merger Agreement has been attached as an exhibit\nto this Current Report on Form 8-K (this “**Current Report**”) in order to provide investors and security holders\nwith information regarding its terms. It is not intended to provide any other factual information about the Company, Remix or their respective\naffiliates or to modify or supplement any factual disclosures about the Company, Remix or their respective affiliates in public reports\nfiled with the SEC. The Merger Agreement includes representations, warranties and covenants of the Company and Remix that were made solely\nfor the purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the parties thereto, and which may be\nsubject to important qualifications and limitations agreed to by the Company and Remix in connection with the negotiated terms of the\nMerger Agreement. Moreover, such representations and warranties may not be accurate or complete as of any specified date, have been modified\nor qualified by certain disclosures between the parties made in connection with the negotiation of the Merger Agreement, which disclosures\nare not reflected in the Merger Agreement itself, and may apply contractual standards of materiality in a way that is different from that\nwhich may be viewed as material by the Company’s stockholders, Remix’s stockholders or other security holders. In addition,\nthe representations and warranties were made for purposes of allocating risk among the parties to the Merger Agreement and were not intended,\nand should not be relied upon, as statements of fact. Information concerning the subject matter of the representations and warranties\nmay change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s\nor Remix’s public disclosures.\n\n \n\n \n\n \n\n \n\n**Support Agreements**\n\n \n\nConcurrently with the execution and delivery of\nthe Merger Agreement, certain executive officers, directors and stockholders (together with their affiliates), including certain investors\nin the Concurrent Financing, of Remix (solely in their respective capacities as Remix stockholders) who beneficially own an aggregate\nof approximately 93% of the outstanding Remix common stock and Remix preferred stock (the “**Remix Capital Stock**”)\nas of June 24, 2026 have entered into support agreements with the Company to vote all of their shares of Remix Capital Stock in favor\nof adoption of the Merger Agreement (the “**Remix Support Agreements**”), pursuant to which such individuals have\nagreed, among other things, to vote their respective shares of Remix Capital Stock in favor of the adoption of the Merger Agreement and\napproval of the Merger, and against any competing acquisition proposal and against any agreement or transaction that would reasonably\nbe expected to impede, interfere with, delay, postpone, discourage or materially and adversely affect the Merger or any of the transactions\ncontemplated by the Merger Agreement.\n\n \n\nThe foregoing description of the Remix Support\nAgreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Remix Support\nAgreement, which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.\n\n \n\nConcurrently with the execution and delivery of\nthe Merger Agreement, certain executive officers and directors of the Company (solely in their respective capacities as the Company stockholders)\nwho beneficially own an aggregate of approximately 1% of the outstanding Company Common Stock as of June 24, 2026 have entered into\nsupport agreements with Remix to vote all of their shares of Company Common Stock in favor of approval of the Merger Agreement (the “**Company\nSupport Agreements**”), pursuant to which such individuals have agreed, among other things, to vote their respective shares\nof Company Common Stock in favor of the issuance of Company Common Stock in the Merger and the other transactions contemplated by the\nMerger Agreement, against any competing acquisition proposal, and against any agreement or transaction that would reasonably be expected\nto materially impede, interfere with, delay, postpone, discourage or materially and adversely affect the Merger or any of the transactions\ncontemplated by the Merger Agreement.\n\n \n\nThe foregoing description of the Company Support\nAgreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Company Support\nAgreement, which is filed herewith as Exhibit 10.2 and is incorporated by reference herein.\n\n \n\n**Lock-Up Agreements**\n\n \n\nConcurrently with the execution and delivery of\nthe Merger Agreement, certain officers of the Company holding 0.34% of the outstanding Company Common Stock as of June 24, 2026 and\ncertain officers, directors and stockholders of Remix holding approximately 99% of the Remix Capital Stock as of June 24, 2026\nhave entered into lock-up agreements (the “**Lock-Up Agreements**”) pursuant to which they accepted certain restrictions\non transfers of shares of Company Common Stock for the 180-day period following the closing of the Merger, subject to certain customary\nexceptions.\n\n \n\nThe foregoing description of the Lock-Up Agreements\ndoes not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Lock-Up Agreements,\nwhich is filed herewith as Exhibit 10.3 and is incorporated by reference herein.\n\n \n\n \n\n \n\n \n\n**Contingent Value Rights Agreement**\n\n \n\nAt the Effective Time, the Company and a third\nparty rights agent (“**Rights Agent**”), will enter into a Contingent Value Rights Agreement (the “**CVR\nAgreement**”), pursuant to which the Company’s common stockholders of record as of the close of business on the last\nbusiness day prior to the day on which the Effective Time occurs will receive one contingent value right (each, a “**CVR**”)\nfor each outstanding share of Company Common Stock held by such stockholder on such date.\n\n \n\nEach CVR will represent the contractual right\nto receive payments from the Company upon the actual receipt by the Company or its subsidiaries of certain contingent proceeds derived\nfrom certain existing license agreements of the Company, net of certain tax, transaction costs and certain other expenses.\n\n \n\nThe contingent payments under the CVR Agreement,\nif they become payable, will become payable to the Rights Agent for subsequent distribution to the holders of the CVRs. There can be no\nassurance that any holders of CVRs will receive payments with respect thereto.\n\n \n\nThe right to the contingent payments contemplated\nby the CVR Agreement is a contractual right only and will not be transferable, except in the limited circumstances specified in the CVR\nAgreement. The CVRs will not be evidenced by a certificate or any other instrument and will not be registered with the Securities and\nExchange Commission (the “**SEC**”). The CVRs will not have any voting or dividend rights and will not represent\nany equity or ownership interest in the Company or any of its affiliates. No interest will accrue on any amounts payable in respect of\nthe CVRs.\n\n \n\nThe foregoing summary of the CVR Agreement does\nnot purport to be complete and is qualified in its entirety by reference to the full text of the form of CVR Agreement, which is filed\nherewith as Exhibit 10.6 and is incorporated by reference herein."}