Monitor the Passage Bio special meeting on November 5, 2026, for stockholder approval of the merger proposals. The key catalyst is the closing of the merger and Concurrent Financing, which will provide the combined company with ~$100 million in gross proceeds to fund REM-422 development into early 2028.
Price Chart
Executive Summary
Passage Bio filed Amendment No. 3 to its S-4 registration statement for the proposed reverse merger with Remix Therapeutics. The filing details the merger structure, where Remix will become a wholly owned subsidiary of Passage Bio, which will then be renamed Remix Therapeutics, Inc. and trade under the symbol RMTX. Existing Passage Bio stockholders are expected to own approximately 6% of the combined company, while Remix equityholders and Concurrent Financing investors will own approximately 65% and 29%, respectively, based on an implied combined company value of ~$346 million. The special stockholder meeting is scheduled for November 5, 2026.
Key Facts
- Passage Bio and Remix entered into an Amended and Restated Merger Agreement on September 2, 2026, further amended on October 5, 2026.
- The merger is structured as a reverse merger where Remix will become a wholly owned subsidiary of Passage Bio, which will be renamed Remix Therapeutics, Inc.
- Existing Passage Bio stockholders are expected to own approximately 6% of the combined company on a fully diluted basis.
- Pre-merger Remix equityholders (excluding Concurrent Financing investors) are expected to own approximately 65% of the combined company.
- Concurrent Financing investors are expected to own approximately 29% of the combined company, assuming ~$100 million in gross proceeds.
- The implied value of the combined company is approximately $346 million, subject to adjustments.
- Passage Bio anticipates net cash at closing of approximately $10.9 million.
- The special meeting of Passage Bio stockholders is scheduled for November 5, 2026.
- Passage Bio stockholders will receive one Contingent Value Right (CVR) per share, representing the right to receive payments from certain legacy license arrangements with Gemma Biotherapeutics.
- The combined company's common stock is expected to trade on Nasdaq under the symbol RMTX.
- Remix's lead product candidate is REM-422, an RNA processing modulator in Phase 1/2 clinical trials for AML, HR-MDS, and ACC.
- Passage Bio has wound down its gene therapy programs and has no ongoing clinical development.
Financial Impact
Passage Bio stockholders will be diluted to approximately 6% ownership of the combined company, valued at ~$346 million implied enterprise value. Existing Passage Bio stockholders will also receive CVRs with uncertain value tied to future payments from Gemma Biotherapeutics.
Risk Factors
- The merger may not close if stockholder approvals are not obtained or other conditions are not satisfied.
- Passage Bio stockholders face significant dilution, retaining only ~6% of the combined company.
- CVRs may expire worthless if Gemma Biotherapeutics does not make contingent payments by the applicable deadlines (December 31, 2027 for MLD; July 31, 2028 for GM1).
- REM-422 is in early-stage clinical development and faces significant regulatory and clinical risks.
- The combined company will have a limited operating history and may require additional capital beyond the Concurrent Financing.
Investment Themes
Documents Analyzed
This report is based on 7 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-4/A Filing (Primary) | 0001140361-26-038646 |
| Document: ny20077915x8_ex5-1.htm | 0001140361-26-038646 |
| Document: ny20077915x8_ex23-1.htm | 0001140361-26-038646 |
| Document: ny20077915x8_ex23-2.htm | 0001140361-26-038646 |
| Document: 0001140361-26-038646-index-headers.html | 0001140361-26-038646 |
| Document: 0001140361-26-038646-index.html | 0001140361-26-038646 |
| Document: 0001140361-26-038646.txt | 0001140361-26-038646 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 13, 2026 14d ago | EFFECT | $3.64 | awaiting T+20 | — | $3.36 (−7.72%) |
Oct 8, 2026 18d ago | S-4/A | $3.69 | awaiting T+20 | — | $3.36 (+8.97%) |
Oct 5, 2026 21d ago | S-4/A | $4.08 | awaiting T+20 | — | $3.36 (−17.67%) |
Sep 21, 2026 5w ago | S-4/A | $4.95 $3.60 | ▼ −27.27% | ▼ −26.71% | $3.36 (−32.14%) |
Sep 2, 2026 7w ago | S-4/A / 425 | $4.75 $4.12 | ▲ +13.26% | ▲ +12.08% | $3.36 (+29.28%) |
Sep 2, 2026 7w ago | 8-K | $4.75 $4.12 | ▼ −13.26% | ▼ −12.08% | $3.36 (−29.28%) |
Jun 24, 2026 17w ago | 425 | $4.33 $4.90 | ▼ −13.16% | ▼ −12.64% | $3.36 (+22.42%) |
Jun 24, 2026 17w ago | 425 | $4.33 $4.90 | ▼ −13.16% | ▼ −12.64% | $3.36 (+22.42%) |
Jun 24, 2026 17w ago | 8-K | $4.33 $4.90 | ▼ −13.16% | ▼ −12.64% | $3.36 (+22.42%) |
May 27, 2026 21w ago | 8-K | $5.71 $4.70 | ▲ +17.69% | ▲ +14.54% | $3.36 (+41.17%) |
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