PASG 424B3: Acquisition

Passage Bio and Remix Therapeutics have

Filed with the SEC on · accession 0001140361-26-039280

PASG filed a 424B3 (prospectus (offering)) with the SEC on Oct 9, 2026. Passage Bio and Remix Therapeutics have entered into an amended merger agreement where Remix will merge into Passage Bio in a reverse merger, with Passage Bio changing its name to Remix Therapeutics. The stock moved -1.1% by the first close after the filing.

Summary of the filing

Passage Bio and Remix Therapeutics have entered into an amended merger agreement where Remix will merge into Passage Bio in a reverse merger, with Passage Bio changing its name to Remix Therapeutics. The combined company will be owned approximately 65% by Remix equityholders, 29% by concurrent financing investors, and 6% by Passage Bio equityholders, with a concurrent financing raising approximately $100 million.

Key details

Aggregate purchase price for Remix common stock and pre-funded warrants in concurrent financing$70.0M
Convertible promissory notes issued by Remix$30.0M
Total expected gross proceeds from concurrent financing$100.0M
Assumed valuation for Passage Bio$20.0M
Assumed equity value for Remix$226.0M
Anticipated Passage Bio net cash at closing$10.9M
Acquirer/issuerPassage Bio, Inc.
TargetRemix Therapeutics, Inc.
Merger subsidiaryPeregrine Merger Sub, Inc.
Merger subsidiaryPeregrine Merger Sub II, LLC

How PASG stock reacted

Close before

$3.73

Oct 8, 2026

First close after

-1.07%

$3.69

5 trading days

-3.49%

$3.60

Since filing

-7.24%

$3.46

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Frequently asked questions

What did PASG file with the SEC on Oct 9, 2026?

PASG filed a 424B3 (Acquisition). Passage Bio and Remix Therapeutics have entered into an amended merger agreement where Remix will merge into Passage Bio in a reverse merger, with Passage Bio changing its name to Remix Therapeutics. The combined company will be owned approximately 65% by Remix equityholders, 29% by concurrent financing investors, and 6% by Passage Bio equityholders, with a concurrent financing raising approximately $100 million.

What does a acquisition mean for PASG stock?

A contract important enough that investors need to know about it — a big customer contract, a loan, a merger agreement or a partnership.

How do I read a 424B3?

The final terms of an offering of shares or bonds. Look at price, number of shares and the discount to the market price. Large offerings dilute existing shareholders.

Why are SEC filings important?

Public companies must tell the SEC about anything that can change their value — results, leadership changes, big deals, new shares, bankruptcy. Filings are the official source, often before the news. A 424B3 (prospectus (offering)): The final terms of an offering of shares or bonds.

How did PASG stock react to this filing?

PASG closed at $3.73 before the filing and $3.69 on Oct 9, 2026 (-1.07%). Five trading days later: $3.60 (-3.49%).

Other PASG SEC filings

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