# Passage BIO, Inc. (PASG) — merger/definitive [pending]
Source: SEC API (secapi.ai) · situation sit_0205d03a11666e6d1ff9 · retrieved 2026-08-11T16:11:26.103Z

## Overview
Passage Bio, Inc. is a clinical-stage biotechnology company developing novel small molecule therapies designed to reprogram RNA processing and address disease drivers at their origin.

Passage Bio, Inc. (Nasdaq: PASG) agreed to acquire Remix Therapeutics, Inc. in an all-stock merger pursuant to an Agreement and Plan of Merger and Reorganization dated June 24, 2026. The combined company will focus on advancing Remix's RNA processing platform and product candidates, including REM-422 for adenoid cystic carcinoma (ACC) and acute myelogenous leukemia (AML)/high-risk myelodysplastic syndrome (HR-MDS). Pro forma ownership is expected to be 92.6% Remix and 7.4% Passage Bio shareholders, subject to adjustment based on Passage Bio's net cash at closing. The transaction is supported by an oversubscribed $100 million concurrent private placement financing and is expected to close in H2 2026, with the combined company funded into H1 2028.

## Terms
- Counterparty: Remix Therapeutics, Inc. · Consideration: stock · Stake: 92.6%

## Key dates
- Announced 2026-07-22 · Expected close 2026-12-31

## Timeline
- 2026-07-22 · 425 (0001140361-26-029196): 425 - Passage BIO, Inc. — *Passage Bio, Inc. is a clinical-stage biotechnology company developing novel small molecule therapies designed to reprogram RNA processing and address disease drivers at their origin.* Passage Bio, Inc. (Nasdaq: PASG) agreed to acquire Remix Therapeutics, Inc. in an all-stock merger pursuant to an Agreement and Plan of Merger and Reorganization dated June 24, 2026. The combined company will focus on advancing Remix's RNA processing platform and product candidates, including REM-422 for adenoid cystic carcinoma (ACC) and acute myelogenous leukemia (AML)/high-risk myelodysplastic syndrome (HR-MDS). Pro forma ownership is expected to be 92.6% Remix and 7.4% Passage Bio shareholders, subject to adjustment based on Passage Bio's net cash at closing. The transaction is supported by an oversubscribed $100 million concurrent private placement financing and is expected to close in H2 2026, with the combined company funded into H1 2028.
  https://www.sec.gov/Archives/edgar/data/1787297/0001140361-26-029196.txt

## Citations
- 0001140361-26-029196 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000114036126029196