PASG — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-10

• We are a clinical stage genetic medicines company that has historically focused on improving the lives of patients with neurodegenerative diseases through the development and advancement of cutting-edge, one-time gene therapies designed to target critical underlying pathologies in these conditions. …

• On June 24, 2026, we including Peregrine Merger Sub, Inc., or the Merger Sub, a Delaware corporation and wholly-owned subsidiary of us, entered into the Merger Agreement with Remix. Upon the terms and subject to the satisfaction or waiver of the conditions described in the Merger Agreement, Merger S…

• Concurrently with the execution and delivery of the Merger Agreement, certain investors entered into a subscription agreement with Remix, or the Subscription Agreement, pursuant to which Remix has agreed to sell, and such investors have agreed to purchase, shares of Remix common stock, par value $0.…

• Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, or the Effective Time, (a) each outstanding share of Remix common stock or preferred stock (other than shares issued in the Concurrent Financing and shares held in treasury or owned by us, Merger Sub, o…

• Under the Exchange Ratio and Concurrent Financing Exchange Ratio formulas in the Merger Agreement, immediately after the Closing, on a pro forma basis and based upon the number of shares of Passage Bio’s Common Stock expected to be issued in connection with the Merger, pre-Merger equity holders of R…

Text removed vs the prior filing · source: 10-Q · 2026-05-12

• We are a clinical stage genetic medicines company focused on improving the lives of patients with neurodegenerative diseases. Our primary focus is the development and advancement of cutting-edge, one-time gene therapies designed to target critical underlying pathologies in these conditions. We belie…

• Our lead clinical product candidate, PBFT02, seeks to elevate progranulin levels to enhance lysosomal function and slow disease progression across a variety of neurodegenerative diseases. PBFT02 is a gene replacement therapy that utilizes an adeno-associated virus serotype 1, or AAV1, capsid to deli…

• We are currently studying PBFT02 in FTD-GRN, for which there are currently no approved disease-modifying therapies. In light of the FDA’s recent guidance that a randomized controlled registrational study is required for PBFT02 in FTD-GRN and the associated ethical, logistical, and financial challeng…

• We have a preclinical research program to develop a genetic medicine to treat Huntington’s disease through the Gemma Collaboration Agreement. Huntington’s disease, or HD, is an adult-onset, progressive neurodegenerative disease characterized by motor, cognitive, and behavioral deterioration, ultimat…

• We are also party to a series of sublicense agreements, as amended, with Gemma in connection with the outlicensing of three pediatric programs we had previously advanced to clinical stage development, collectively the Outlicensed Programs, and such agreements, the Amended Gemma Sublicenses. In addit…

Text added vs the prior filing · source: 10-Q · 2026-08-10

• During the quarter ended June 30, 2026, the Company implemented a Restructuring Plan that included a 75% reduction in its workforce. Management evaluated the impact of organizational changes on the Company’s internal control over financial reporting and implemented appropriate modifications to contr…

Text removed vs the prior filing · source: 10-Q · 2026-05-12

• There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Text added vs the prior filing · source: 10-Q · 2026-08-10

• The completion of the Merger is subject to conditions, some or all of which may not be satisfied or completed on a timely basis, if at all. Failure to complete the Merger could have material adverse effects on the Company.

• On June 24, 2026, we including Merger Sub, our wholly owned subsidiary, entered into an Agreement and Plan of Merger, or the Merger Agreement, with Remix Therapeutics, Inc., or Remix, pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the…

• In addition, the Merger Agreement generally requires us to operate in the ordinary course of business consistent with past practice, pending consummation of the Merger, and restricts us from taking certain actions with respect to our business and financial affairs without Remix’s consent. Such restr…

• The price of our common stock may also fluctuate significantly based on announcements by Remix, other third parties, or us regarding the Merger or based on market perceptions of the likelihood of the satisfaction of the conditions to the consummation of the Merger. Such announcements may lead to per…

• If we do not consummate the Merger, the price of our common stock may decline significantly from the current market price, which may reflect a market assumption that the Merger will be consummated. Any of these events could have a material adverse effect on our business, operating results and financ…

Text removed vs the prior filing · source: 10-Q · 2026-05-12

• If our continued exploration of strategic alternatives is unsuccessful, our financial condition and results of operations may be materially adversely affected.

• On April 20, 2026, we announced that we have initiated a review of strategic alternatives to maximize shareholder value. These strategic alternatives may include, but are not limited to, merger or acquisition transactions, a reverse merger, a sale of assets of the Company, strategic partnerships, li…

• specific action or otherwise determines that disclosure is appropriate or required. There can be no assurance that the process will result in any such transaction. Any potential strategic alternative would be dependent on a number of factors that may be beyond our control, including, among other thi…