Passage Bio stockholders approve Remix Therapeutics merger proposals at special meeting

Passage Bio, Inc. held a special meeting of stockholders on November 5, 2026, where holders voted on a series of proposals tied to the company's merger agreement with Remix Therapeutics, Inc., according to an 8-K filed with the SEC.

Stockholders approved the issuance of Passage Bio common stock to Remix securityholders under the merger agreement, a transaction that will represent more than 20% of Passage Bio's outstanding shares immediately prior to the merger and will result in a change of control, under Nasdaq Listing Rules 5635(a) and 5635(b)¹.

Shareholders also approved a reverse stock split of Passage Bio common stock, with the final ratio to fall anywhere from 1-for-2 to 1-for-10, to be mutually agreed by Passage Bio and Remix¹. A related charter amendment was approved that would, effective as of the Effective Time, change the name of Passage Bio to "Remix Therapeutics, Inc." and make other changes described in the proxy statement¹, meaning the name change takes effect only once the second step of the merger is completed, not immediately upon the vote.

Stockholders additionally approved adoption of the Remix Therapeutics, Inc. 2026 Equity Incentive Plan and the 2026 Employee Stock Purchase Plan, both of which become effective at the effective time of the first merger step and are contingent on that merger's completion¹. Under the plan, share reserves would equal 5,772,500 shares before the reverse split, plus forfeited Prior Plan shares and annual increases through January 1, 2036¹.

The filing also noted the combined company's expected cash is intended to fund operations into 2028¹, among other forward-looking statements tied to closing conditions still pending.