Monitor the Passage Bio special meeting vote and any updates on the concurrent financing closing. The CVR payments from Gemma license agreements (GM1/MLD programs) are contingent and may provide additional value to Passage Bio stockholders if realized.
Price Chart
Executive Summary
Passage Bio (PASG) filed an amended S-4 registration statement for its proposed reverse merger with Remix Therapeutics. Under the amended agreement, pre-merger Remix equityholders (excluding concurrent financing investors) are expected to own ~65% of the combined company, concurrent financing investors ~29%, and current Passage Bio stockholders ~6%, based on a Remix valuation of $226M and a Passage Bio valuation of ~$20M (adjusted for net cash). The merger is contingent on stockholder approval of share issuance, a reverse stock split, and a name change to Remix Therapeutics, with the combined company expected to trade under 'RMTX'.
Key Facts
- Remix equityholders (pre-concurrent financing) expected to own ~65% of combined company; Passage Bio stockholders ~6%; concurrent financing investors ~29%.
- Remix fixed valuation of $226M; Passage Bio valuation of ~$20M (subject to net cash adjustment).
- Concurrent financing expected to yield ~$100M in gross proceeds (~$70M from subscription agreement, ~$30M from convertible notes).
- Passage Bio stockholders to receive one CVR per share for potential payments from Gemma license agreements (GM1/MLD programs).
- Combined company to be named Remix Therapeutics, Inc. and expected to trade on Nasdaq under 'RMTX'.
- Passage Bio Board unanimously recommends voting FOR all proposals.
- Remix stockholders representing ~93% of outstanding shares have entered into support agreements to vote in favor.
- Passage Bio stockholders representing ~1% of outstanding shares have entered into support agreements to vote in favor.
- Lock-up agreements for ~99% of Remix capital stock and ~0.34% of Passage Bio common stock for 180 days post-closing.
- Termination fee: $1.5M payable by Passage Bio; up to $17.5M payable by Remix under certain circumstances.
Financial Impact
Passage Bio stockholders to own ~6% of combined company; Remix stockholders ~65%; concurrent financing investors ~29%. Combined company implied value ~$346M. Concurrent financing of ~$100M expected to fund operations into early 2028.
Risk Factors
- Merger may not close if stockholder approvals are not obtained or conditions not satisfied.
- Passage Bio stockholders face significant dilution (~6% ownership post-merger).
- CVR payments from Gemma license agreements are uncertain and may expire worthless.
- Combined company's success depends on Remix's clinical-stage pipeline (REM-422), which faces development and regulatory risks.
- Post-merger integration risks and costs associated with operating as a public company.
Investment Themes
Documents Analyzed
This report is based on 2 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-4/A Filing (Primary) | 0001140361-26-037256 |
| Document: ny20077915x5_ex10-36.htm | 0001140361-26-037256 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 13, 2026 13d 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%) |
US Market Status
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