--- title: "Passage Bio holders would keep about 6% in Remix reverse merger, vote Nov 5" url: "https://aibio.space/news/passage-bio-holders-would-keep-about-6-percent-remix-reverse-merger/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2026-10-09" section: "Mergers" tickers: "NASDAQ:PASG" source: "https://www.sec.gov/Archives/edgar/data/1787297/000114036126039280/ny20077915x14_424b3.htm" summary: "The amended deal, signed September 2, values Remix at $226.0 million against about $20.0 million for Passage Bio, with $100.0 million of concurrent financi" --- By the aibio.space news desk. Sources - [Passage Bio Form 424B3 proxy statement/prospectus (SEC)](https://www.sec.gov/Archives/edgar/data/1787297/000114036126039280/ny20077915x14_424b3.htm) - [Passage Bio Form 8-K, amended and restated merger agreement (Sept 3, 2026)](https://www.sec.gov/Archives/edgar/data/1787297/000114036126035515/ef20081513_8k.htm) - [Passage Bio Form 8-K, original merger agreement (June 24, 2026)](https://www.sec.gov/Archives/edgar/data/1787297/000110465926077306/tm2618476d1_8k.htm) - [Passage Bio, Inc. 10-K (2026-03-03): business](https://www.sec.gov/Archives/edgar/data/1787297/000110465926022549/pasg-20251231x10k.htm) - [Passage Bio, Inc. financial data (SEC XBRL)](https://www.sec.gov/Archives/edgar/data/1787297/000110465926022549/) [PASG](https://aibio.space/companies/passage-bio/) 2026-10-09 # Passage Bio holders would keep about 6% in Remix reverse merger, vote Nov 5 Tickers [PASG](https://aibio.space/companies/passage-bio/) The amended deal, signed September 2, values Remix at $226.0 million against about $20.0 million for Passage Bio, with $100.0 million of concurrent financing. The final proxy was filed October 9. ## Key facts - **Company**: Passage Bio, Inc. (NASDAQ: PASG) - **News type**: Mergers - **Primary source**: [Passage Bio Form 424B3 proxy statement/prospectus (SEC)](https://www.sec.gov/Archives/edgar/data/1787297/000114036126039280/ny20077915x14_424b3.htm) *A city skyline seen across a river. Photo: Matt Bango, CC0, via StockSnap. The picture shows the field, not the companies named.* Passage Bio (Nasdaq: [PASG](https://aibio.space/companies/passage-bio/)) holders would own about 6% of the combined company if its reverse merger with Remix Therapeutics closes, and they vote on the deal on November 5, 2026. The [proxy statement and prospectus dated October 9](https://www.sec.gov/Archives/edgar/data/1787297/000114036126039280/ny20077915x14_424b3.htm) describes an amended and restated merger agreement signed September 2 and further amended October 5. It replaced the agreement the companies first signed on June 24. Remix's pre-closing equityholders would own about 65% of the combined company, and investors in the concurrent financing about 29%, on a fully diluted basis. Those figures assume an equity value of $226.0 million for Remix and a Passage Bio valuation of about $20.0 million, which assumes $5.0 million of Passage Bio net cash at closing. ## Who owns what, and at what price The exchange ratio is assumed at 0.1727 Remix shares for each Passage Bio share, and it moves with the final net cash figure. The filing now expects Passage Bio's net cash at closing to be about $10.9 million, above the $5.0 million the ownership math assumes. The final split will depend on that number when the deal closes. Before the merger, Passage Bio would reverse split its shares at a ratio from 1-for-2 to 1-for-10, with the final ratio agreed by both companies. The combined company would take the name Remix Therapeutics, Inc. and expects to trade on Nasdaq as RMTX. Passage Bio closed at $3.73 on October 8. The concurrent financing totals about $100.0 million. About $70.0 million comes from a subscription agreement for Remix common stock and pre-funded warrants, priced at $1.3861 per share and $1.3860 per pre-funded warrant. The other $30.0 million comes from convertible promissory notes issued by Remix. The investors would hold about 29% of the combined company, more than Passage Bio's own holders. Closing requires Remix to receive cash proceeds of not less than $99,929,000 from the concurrent financing, a condition the parties may waive. ## Passage Bio's finances and its lead drug Passage Bio's net loss was $45.5 million in 2025, down from $64.8 million in 2024. It used $31.5 million in operations in 2025, against $48.0 million a year earlier, and its research and development expense fell from $40.2 million to $23.3 million. Cash and cash equivalents were $46.3 million at the end of 2025 and $24.2 million at June 30, 2026, as reported in a quarterly filing made August 10. Short-term investments were zero at June 30. The company's lead candidate is PBFT02, a gene replacement therapy for frontotemporal dementia caused by progranulin deficiency. The annual report estimates the prevalence of that form of FTD at approximately 18,000 patients in the United States and Europe, based on available literature. The clinical study, upliFT-D, is an open-label, single-arm Phase 1/2 trial. A single-arm design has no control group, so any response it shows cannot be compared directly with patients who get a placebo or standard care. The company says its approach offers an improved safety profile compared with systemic administration, and it cites studies in non-human primates to support its choice of delivery method. Passage Bio also outlicensed three pediatric programs to Gemma Biotherapeutics. Its Huntington's disease work runs through a research, collaboration and license agreement with Gemma, and the annual report describes that program as preclinical. ## What the November 5 vote covers Passage Bio stockholders will vote on issuing shares equal to more than 20% of their outstanding stock, a change of control, the reverse split, the name change and a charter amendment. They will also cast advisory votes on governance changes and on merger-related pay for the named executive officers, and they will vote on adopting a Remix Therapeutics equity incentive plan and an employee stock purchase plan. The Passage Bio board unanimously recommends a vote in favor of the proposals. The company is asking holders to approve a deal whose final share split, net cash figure and exchange ratio will not be fixed until closing. Stockholders will vote on those terms before they are settled. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story PASG Passage Bio, Inc. NASDAQ ยท United States Open the starter desk ## More in Mergers Mergers ### [InMed sets November 5 record date for CVRs tied to Mentari merger](https://aibio.space/news/inmed-sets-november-5-record-date-cvrs-tied-mentari-merger/) Oct 27, 2026 Mergers ### [Rallybio declares estimated $82.7 million cash distribution tied to Avenzo merger](https://aibio.space/news/rallybio-declares-estimated-82-7-million-cash-distribution-tied-avenzo/) Oct 26, 2026 Mergers ### [Skye Bioscience files preliminary proxy for its Redx Pharma acquisition](https://aibio.space/news/skye-bioscience-files-preliminary-proxy-redx-pharma-acquisition/) Oct 26, 2026 --- Source page: https://aibio.space/news/passage-bio-holders-would-keep-about-6-percent-remix-reverse-merger/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "Passage Bio holders would keep about 6% in Remix reverse merger, vote Nov 5", 2026-10-09, https://aibio.space/news/passage-bio-holders-would-keep-about-6-percent-remix-reverse-merger/