This is a de facto reverse merger where Passage Bio's public listing is acquired by Remix Therapeutics. Pre-merger PASG shareholders face massive dilution (~93% ownership loss) but receive CVRs tied to legacy assets. The combined entity's value depends entirely on REM-422 clinical data. Monitor the S-4 effectiveness, stockholder vote, and any competing bids for Remix given the $17.5M termination fee.
Price Chart
Executive Summary
Passage Bio filed a definitive all-stock merger agreement to acquire Remix Therapeutics, where pre-merger Passage shareholders will own approximately 7% of the combined company. The deal is supported by an oversubscribed $100M+ PIPE led by Decheng Capital, funding the combined entity into 2028 to advance Remix's lead oral MYB mRNA degrader REM-422. Passage shareholders receive contingent value rights tied to legacy gene therapy milestones.
Key Financial Metrics
Key Facts
- Passage Bio to merge with Remix Therapeutics via all-stock transaction; pre-merger Passage shareholders will own ~7% of combined company, Remix shareholders ~93%
- Remix equity value set at $226M, Passage equity value at $20M in the merger agreement
- Concurrent PIPE financing of at least $99,929,000 (Concurrent Investment Amount) led by Decheng Capital, with $69,999,999.28 from Subscription Agreement alone
- Combined company will be renamed Remix Therapeutics, Inc. and focus on advancing REM-422, an oral MYB mRNA degrader showing 43% ORR in adenoid cystic carcinoma
- Passage shareholders receive one CVR per share for potential payments from Gemma sublicenses (GM1 through July 2028, MLD through Dec 2027)
- Passage to wind down legacy gene therapy programs (PBFT02) and dispose of Legacy Assets prior to closing
- Passage Board recommends approval; Remix stockholders to provide written consent; Passage stockholder meeting required
- Outside date for closing is December 24, 2026, extendable by 90 days if SEC delays S-4 effectiveness
Financial Impact
Pre-merger Passage shareholders diluted to ~7% ownership; Remix valued at $226M vs Passage at $20M; $100M+ PIPE at ~$70M from Subscription Agreement; termination fee of $17.5M payable by Remix to Passage if Remix terminates for superior offer
Risk Factors
- Massive dilution for pre-merger Passage shareholders (~93% ownership loss)
- CVRs tied to Gemma sublicenses may pay zero if milestones not met
- REM-422 is still in clinical development with no approved products
- Passage stockholder vote required; risk of shareholder opposition
- Regulatory and antitrust approvals needed for merger
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 3 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 425 Filing (Primary) | 0001104659-26-077312 |
| Document: tm2618476d2_ex10-6.htm | 0001104659-26-077312 |
| Document: tm2618476d2_ex10-4.htm | 0001104659-26-077312 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 3, 2026 29d ago | S-4/A / 425 | $4.75 $5.00 | ▼ −5.26% | ▼ −6.41% | $4.30 (+9.47%) |
Sep 3, 2026 29d ago | 8-K | $4.75 $5.00 | ▲ +5.26% | ▲ +6.41% | $4.30 (−9.47%) |
Jun 24, 2026 14w ago | 425 | $4.33 $4.58 | ▼ −5.77% | ▼ −4.21% | $4.30 (+0.69%) |
Jun 24, 2026 14w ago | 425 | $4.33 $4.58 | ▼ −5.77% | ▼ −4.21% | $4.30 (+0.69%) |
Jun 24, 2026 14w ago | 8-K | $4.33 $4.58 | ▼ −5.77% | ▼ −4.21% | $4.30 (+0.69%) |
May 27, 2026 18w ago | 8-K | $5.71 $6.00 | ▼ −5.08% | ▼ −4.76% | $4.30 (+24.69%) |
Apr 20, 2026 23w ago | 8-K | $6.25 $5.71 | ▼ −8.64% | ▼ −9.55% | $4.30 (−31.20%) |
Apr 20, 2026 23w ago | Press Release | $6.25 $5.71 | ▼ −8.64% | ▼ −9.55% | $4.30 (−31.20%) |
Apr 7, 2026 25w ago | DEFA14A | $8.22 $10.86 | ▲ +32.20% | ▲ +26.87% | $4.30 (−47.66%) |
Mar 3, 2026 30w ago | Press Release | $8.00 $8.51 | ▲ +6.38% | ▲ +6.85% | $4.30 (−46.25%) |
US Market Status
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