Passage Bio and Remix amend merger deal into two-step structure

Passage Bio, Inc. disclosed in an 8-K that on September 2, 2026, it, its merger subsidiaries, and Remix Therapeutics, Inc. signed an Amended and Restated Agreement and Plan of Merger, replacing the original agreement that Passage Bio, Peregrine Merger Sub, Inc., and Remix had entered into on June 24, 2026, and now bringing in a second subsidiary, Peregrine Merger Sub, LLC.¹

The deal now proceeds in two stages. First, the original merger subsidiary will combine with Remix, leaving Remix as the surviving entity and a wholly owned subsidiary of Passage Bio. Immediately afterward, as part of the same transaction, that surviving company will merge into the second subsidiary, with the second subsidiary surviving as the wholly owned subsidiary.¹ The companies intend for the combined mergers to qualify as a tax reorganization under Section 368(a) of the Internal Revenue Code.¹

The amendment also changes the mechanics of the concurrent financing. The private placement portion closing just before the first merger can now be funded through Remix common stock and/or pre-funded warrants, which will convert into Passage Bio warrants on equivalent terms.¹ Separately, Remix and its investors signed an Amended and Restated Subscription Agreement allowing purchases of pre-funded warrants instead of common stock, at $1.3861 per share and $1.3860 per warrant, for total proceeds of about $70.0 million.¹

The amendment does not change other economic terms, including the aggregate equity values assigned to Remix and Passage Bio, the minimum financing proceeds required, matters requiring stockholder votes, closing conditions, board composition of the combined company, termination rights and fees, or the December 24, 2026 outside date.¹ Both companies' boards have approved the amended agreement, and stockholder votes remain pending.