PASG, US7027122099

Passage Bio stock: merger vote set for November 5

Published on 10/30/2026 at 00:41 | Editorial responsibility: Rafael Müller, Editor-in-Chief AD HOC NEWS

Passage Bio stock faces a November 5 vote on the proposed Remix merger. The filing outlines a potential reverse split and financing condition.

Merger vote and financing conditions

The proposed transaction would combine Passage Bio and Remix Therapeutics, subject to required approvals and other closing conditions.
The concurrent financing is expected to provide approximately USD 100.0 million, with at least USD 99.929 million required for closing unless waived.
Passage Bio shareholders are projected to own approximately 6 percent of the combined company under stated assumptions.

PASG, US7027122099, Illustration mit AI erstellt.

Passage Bio shareholders are being asked to vote on the proposed merger with Remix Therapeutics at a special meeting scheduled for November 5, 2026. The details come from an October 5 amendment to the companies' merger registration statement, reproduced by StockTitan's report on the SEC filing.

Approval is central to closing

The proposed two-step transaction would make Remix a subsidiary of Passage Bio before a second merger. At closing, Passage Bio would change its name to Remix Therapeutics, Inc., while the combined company is expected to trade on Nasdaq under the symbol RMTX, subject to listing approval.

Passage Bio shareholders must approve the stock issuance, a reverse stock split and charter amendments. The proposed reverse split would range from 1-for-2 to 1-for-10, with the final ratio to be agreed by Passage Bio and Remix. Approval of the first three proposals is a condition to completing the mergers.

Financing and ownership assumptions

The concurrent financing consists of approximately USD 70.0 million in shares and pre-funded warrants plus approximately USD 30.0 million in convertible promissory notes. The transaction documents require at least USD 99.929 million in concurrent-financing cash proceeds at or around closing, unless the parties waive that condition.

Under the stated assumptions, Remix holders excluding financing investors would own approximately 65 percent of the combined company, financing investors approximately 29 percent and existing Passage Bio holders approximately 6 percent. Those percentages can change, including with the amount of Passage Bio's net cash at closing.

Investor considerations

The transaction has not closed. It remains subject to shareholder approvals, financing and other customary conditions, and the proposed reverse split would alter the number of outstanding shares without changing the underlying ownership percentage by itself. Existing Passage Bio shareholders are also expected to receive one contingent value right per share at the effective time, but any payment depends on actual proceeds from specified legacy license arrangements and is not assured.