{"url_path":"/sec/pasg/8-k/2026-06-24/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","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":1660,"has_tables":true,"body_markdown":"**Item 8.01. Other Events.**\n\n \n\nOn June 23, 2026, the Company delivered written\nnotice to The Trustees of the University of Pennsylvania (“**Penn**”) of the Company’s election to terminate,\npursuant to Section 10.2 therein, the Second Amended and Restated Research, Collaboration and License Agreement between Penn and\nthe Company, dated as of July 31, 2024 (the “**Penn Agreement**”), solely with respect to the licensed product\nreferred to by the Company as “PBFT02” and all indications licensed to the Company under the Penn Agreement for PBFT02, including\nfrontotemporal dementia with granulin mutations (the “**PBFT02 Termination**”). Following the effectiveness of the\nPBFT02 Termination, the Company will no longer have rights under the Penn Agreement to develop or commercialize PBFT02. The PBFT02 Termination\nwill become effective ninety (90) days following Penn’s receipt of such notice. The Penn Agreement will remain in full force and\neffect with respect to all licensed products other than PBFT02.\n\n \n\n**Cautionary Statement Regarding Forward-Looking\nStatements**\n\n \n\nThis communication contains forward-looking statements\nwithin the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction\ninvolving Passage Bio and Remix, including the conditions to, and timing of, closing of the proposed transaction, the Board of Directors\nand management of the combined company, the percentage ownership of the combined company (which is subject to adjustment based on the\namount of Passage Bio’s net cash as of the closing of the proposed transaction), and the parties’ ability to consummate the\nproposed transaction and private placement financing, including the intended use of net proceeds from the private placement financing\nand the expected timing of closing and completion of the private placement financing, the expected issuance of the CVR and the contingent\npayments contemplated by the CVR, the combined company’s expected cash and the sufficiency of the combined company’s cash\nto fund operations into 2028, the listing of the combined company’s shares on Nasdaq, the expectations surrounding the potential,\nsafety, efficacy, and regulatory and clinical progress of Remix’s product candidates, including REM-422, and anticipated milestones\nand timing, among others.\n\n \n\n \n\n \n\n \n\nForward-looking statements generally include statements\nthat are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,”\n“should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,”\n“estimate,” “project,” “intend,” and other similar expressions among others. Statements that are not\nhistorical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject\nto risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in\nany forward-looking statement as a result of various factors, including, without limitation: (i) the risk that the conditions to\nthe closing of the proposed transaction are not satisfied, including the failure to timely or at all obtain stockholder approval for the\nproposed transaction or the failure to timely or at all obtain any required regulatory clearances; (ii) uncertainties as to the timing\nof the consummation of the proposed transaction and the ability of each of Passage Bio and Remix to consummate the proposed transaction;\n(iii) the ability of Passage Bio and Remix to integrate their businesses successfully and to achieve anticipated synergies; (iv) the\npossibility that other anticipated benefits of the proposed transaction will not be realized, including without limitation, anticipated\nrevenues, expenses, earnings and other financial results, and growth and expansion of the combined company’s operations, and the\nanticipated tax treatment of the combination; (v) potential litigation relating to the proposed transaction that could be instituted\nagainst Passage Bio, Remix or their respective directors; (vi) possible disruptions from the proposed transaction that could harm\nPassage Bio’s and/or Remix’s respective businesses; (vii) the ability of Remix to retain, attract and hire key personnel;\n(viii) potential adverse reactions or changes to relationships with employees, suppliers or other parties resulting from the announcement\nor completion of the proposed transaction; (ix) potential business uncertainty, including changes to existing business relationships,\nduring the pendency of the proposed transaction that could affect Passage Bio’s or Remix’s financial performance; (x) certain\nrestrictions during the pendency of the proposed transaction that may impact Passage Bio’s or Remix’s ability to pursue certain\nbusiness opportunities or strategic transactions; (xi) the combined company’s need for additional funding, which may not be\navailable; (xii) failure to identify additional product candidates and develop or commercialize marketable products; (xiii) the\nearly stage of the combined company’s development efforts; (xiv) potential unforeseen events during clinical trials could cause\ndelays or other adverse consequences; (xv) risks relating to the regulatory approval process; (xvi) interim, topline and preliminary\ndata may change as more patient data become available, and are subject to audit and verification procedures that could result in material\nchanges in the final data; (xvii) Passage Bio’s and Remix’s product candidates may cause serious adverse side effects;\n(xviii) inability to maintain collaborations, or the failure of these collaborations; (xix) the combined company’s reliance\non third parties, including for the manufacture of materials for our research programs, preclinical and clinical studies; (xx) failure\nto obtain U.S. or international marketing approval; (xxi) ongoing regulatory obligations; effects of significant competition; (xxii) unfavorable\npricing regulations, third-party reimbursement practices or healthcare reform initiatives; (xxiii) product liability lawsuits; (xxiv) securities\nclass action litigation; (xxv) the impact of general economic conditions on our business and operations, including the combined company’s\npreclinical studies and clinical trials; (xxvi) the possibility of system failures or security breaches; risks relating to intellectual\nproperty; (xxvii) significant costs incurred as a result of operating as a public company; (xxviii) the risk that, as a result\nof adjustments to the exchange ratio, Passage Bio stockholders and Remix stockholders could own more or less of the combined company than\nis currently anticipated, including as a result of the determination of Passage Bio’s net cash; (xxix) risks related to the\nmarket price of Passage Bio’s common stock relative to the value implied by the exchange ratio; (xxx) the risk that holders\nof the CVR may never receive any payments thereunder; (xxxi) the risk that the concurrent private placement financing is not consummated;\nand (xxxii) such other factors as are set forth in Passage Bio’s periodic public filings with the SEC, including but not limited\nto those described under the heading “Risk Factors” in Passage Bio’s Annual Report on Form 10-K for the year ended\nDecember 31, 2025 and Quarterly Report on Form 10-Q for the period ended March 31, 2026. Passage Bio and Remix can give\nno assurance that the conditions to the proposed transaction will be satisfied. Except as required by applicable law, Passage Bio and\nRemix undertake no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether\nas a result of new information, future events or otherwise.\n\n \n\n**Important Information about the Merger and Where to Find It**\n\n \n\nThis communication relates to a proposed transaction\ninvolving Passage Bio and Remix and may be deemed to be solicitation material in respect of the proposed transaction. In connection with\nthe proposed transaction, Passage Bio intends to file with the Securities and Exchange Commission (the “SEC”) a registration\nstatement on Form S-4 that will contain a proxy statement of Passage Bio that will constitute a prospectus with respect to shares\nof Passage Bio stock to be issued in the proposed transaction (the “Proxy Statement/Prospectus”). Passage Bio may also file\nother documents with the SEC regarding the proposed transaction. This document is not a substitute for the Proxy Statement/Prospectus\nor any other document which Passage Bio may file with the SEC. INVESTORS AND SECURITYHOLDERS OF PASSAGE BIO AND REMIX ARE URGED TO READ\nTHE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE OR WILL BE FILED BY PASSAGE BIO WITH THE SEC, AS WELL AS ANY\nAMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION\nABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Passage Bio and Remix stockholders will also be able to obtain free copies of the\nProxy Statement/Prospectus (when available) and other documents containing important information about Passage Bio, Remix and the proposed\ntransaction that will be filed with the SEC by Passage Bio through the website maintained by the SEC at www.sec.gov. Copies of\nthe documents filed with the SEC by Passage Bio will also be available free of charge on Passage Bio’s website at www.passagebio.com\nor by contacting Passage Bio’s investor relations department by email at investors@passagebio.com.\n\n \n\n \n\n \n\n \n\n**No Offer or Solicitation**\n\n \n\nThis communication does not constitute an offer\nto sell or the solicitation of an offer to buy any securities nor a solicitation of any vote or approval with respect to the proposed\ntransaction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S.\nSecurities Act of 1933, as amended, and otherwise in accordance with applicable law.\n\n \n\n**Participants in the Solicitation**\n\n \n\nPassage Bio, Remix and their respective directors\nand executive officers may be deemed to be “participants” (as defined in Section 14(a) of the Securities Exchange\nAct of 1934) in the solicitation of proxies from Passage Bio’s stockholders in connection with the proposed transaction. Information\nregarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from Passage Bio’s stockholders\nin connection with the proposed transaction will be set forth in the Proxy Statement/Prospectus on Form S-4 for the proposed transaction,\nwhich is expected to be filed with the SEC by Passage Bio. Information regarding Passage Bio’s directors and executive officers\nis also available in Passage Bio’s most recent Annual Report on Form 10-K and in its definitive proxy statement for its 2026\nannual meeting of stockholders filed with the SEC on April 7, 2026. Investors and securityholders of Passage Bio and Remix are urged\nto read the Proxy Statement/Prospectus and other relevant documents that will be filed with the SEC by Passage Bio carefully and in their\nentirety when they become available because they will contain important information about the proposed transaction."}