Passage Bio and Remix Therapeutics Announce All-Stock Merger

Passage Bio, Inc. (PASG), a genetic medicines company, and Remix Therapeutics, Inc., a clinical-stage biotechnology firm focused on small‑molecule therapies, have entered into a definitive merger agreement to combine in an all‑stock transaction. The merger is anticipated to close in the fourth quarter of 2026.

Under the merger terms, Remix has obtained concurrent, oversubscribed private placement financing that is projected to raise approximately $100 million from a syndicate of new investors headed by Decheng Capital. This financing is expected to close shortly before the merger is completed.

According to the merger agreement, Passage Bio shareholders would own roughly 7 % of the combined entity, while Remix stockholders would own approximately 93 %. Additionally, a contingent value right (CVR) will be distributed to Passage Bio shareholders of record upon closing.

Each CVR entitles its holders to a proportionate share of net proceeds from milestone payments on Passage Bio’s out‑licensed pediatric gene‑therapy assets, subject to the terms of the CVR agreement at closing.

Remix develops small‑molecule therapies that modulate RNA processing. Its lead candidate, REM‑422, is an orally administered mRNA degrader targeting MYB, a transcription factor associated with multiple cancers.

Passage Bio develops gene‑therapy solutions for central nervous system disorders, with its lead asset PBFT02, a gene‑therapy program targeting frontotemporal dementia (FTD) caused by progranulin (GRN) mutations.

Upon completion of the transaction, the combined company will operate under the name Remix Therapeutics, Inc. and will be listed on Nasdaq under the ticker symbol “RMTX.”

The combined company’s cash and cash equivalents at closing are expected to fund operations into 2028 and provide runway for key clinical milestones, including results from the registrational Phase 2 trial of REM‑422 in Adenoid Cystic Carcinoma (ACC), data from a Phase 1 trial in Acute Myeloid Leukemia (AML) or high‑risk myelodysplastic syndrome (HR‑MDS), and advancement of Remix’s discovery pipeline.

Latham & Watkins LLP is serving as legal counsel to Remix. Goldman Sachs & Co. LLC, Jefferies, and Evercore ISI are acting as placement agents for the concurrent private placement financing.

PASG has traded between $3.93 and $20.00 over the past year, closing at $5.88 on Wednesday, a decline of 3.92%.

In pre‑market trading, PASG slipped 9.01% to $5.35.

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