Passage Bio Announces Definitive Merger Agreement with Remix Therapeutics and $100M Concurrent Financing

summarizeSummary

Passage Bio will merge with private company Remix Therapeutics in a reverse merger, with existing shareholders retaining 7% ownership. The combined entity will receive $100 million in new financing, extending its cash runway into 2028 and focusing on Remix's RNA-targeted therapies.

check_boxKey Events · M&A and Partnerships · PASG

• Definitive Merger Agreement

  Passage Bio will merge with Remix Therapeutics, a private clinical-stage biotechnology company. The combined entity will operate as Remix Therapeutics and trade under the ticker 'RMTX'.

• Significant Capital Raise

  Remix has secured an oversubscribed $100 million private placement financing, expected to close concurrently with the merger. This substantial capital infusion, combined with Passage Bio's cash, is projected to fund operations into 2028.

• Reverse Merger & Ownership Structure

  Pre-merger Passage Bio shareholders are expected to own approximately 7% of the combined company, while pre-merger Remix stockholders (including new financing investors) will own approximately 93%.

• Contingent Value Rights (CVR)

  Passage Bio shareholders of record will receive one CVR for each outstanding share, representing the right to receive pro rata net proceeds from certain out-licensed pediatric gene therapy pipeline assets. CVRs are non-transferable (except in limited circumstances) and will not be listed on any exchange.

auto_awesomeAnalysis · PASG · Life Sciences

Passage Bio, which recently issued a 'going concern' warning and underwent a 75% workforce reduction, has entered into a definitive merger agreement with private company Remix Therapeutics. This reverse merger will result in existing Passage Bio shareholders owning approximately 7% of the combined entity, while Remix stockholders (including new investors) will own 93%. Concurrently, Remix has secured an oversubscribed $100 million private placement financing, which, combined with Passage Bio's cash, is anticipated to fund the new company's operations into 2028. This transaction provides a critical lifeline and a new strategic direction for Passage Bio, transforming it into a clinical-stage company focused on Remix's RNA processing modulation pipeline, led by REM-422. Existing Passage Bio shareholders will also receive a Contingent Value Right (CVR) for potential future payments from out-licensed pediatric gene therapy assets, offering a speculative upside to the significant dilution.