Passage Bio stock faces pivotal Remix merger vote

Passage Bio stockholders are scheduled to vote on the proposed merger with Remix Therapeutics on Thursday, November 5, 2026. The transaction would reshape the clinical-stage biotechnology company and remains subject to required approvals and financing conditions, according to the company's preliminary proxy statement/prospectus as summarized by StockTitan.

Shareholders Face Structural Changes

The proposals include the issuance of Passage Bio shares to Remix securityholders, a reverse stock split ranging from 1-for-2 to 1-for-10 and a change of the corporate name to Remix Therapeutics, Inc. The final reverse-split ratio would be agreed by Passage Bio and Remix.

Closing also requires at least 99,929,000 US dollars in concurrent-financing cash proceeds. The financing is expected to generate approximately 100 million US dollars, comprising approximately 70 million US dollars from a subscription agreement and approximately 30 million US dollars from convertible promissory notes.

Ownership Will Shift After Closing

Under the assumptions in the filing, Remix's pre-merger equityholders are expected to own approximately 65% of the combined company, concurrent-financing investors approximately 29% and existing Passage Bio equityholders approximately 6%. The percentages remain subject to adjustments, including the amount of Passage Bio's net cash at closing.

The filing says Passage Bio currently anticipates approximately 10.9 million US dollars of net cash at closing. Existing Passage Bio holders are also expected to receive contingent value rights tied to potential proceeds from specified GM1 and MLD license arrangements, although payments are not guaranteed.

Passage Bio Targets Neurodegenerative Disease

Passage Bio is a Delaware-based, clinical-stage genetic medicines company focused on one-time therapies for neurodegenerative diseases. Its lead candidate, PBFT02, is intended to raise progranulin levels to restore lysosomal function and slow disease progression in conditions including frontotemporal dementia. The company's pipeline also includes additional genetic medicine candidates and preclinical programs.

For investors, the vote is the next formal step in a transaction that would replace Passage Bio's standalone structure with a combined company centered on Remix's portfolio. The required approvals, financing threshold and proposed reverse split remain key conditions before completion.

Current market developments can be followed in Current market reports.