Passage BIO, Inc. — Form 8-K

Passage Bio, Inc. and Remix Therapeutics, Inc. executed an amended and restated merger agreement dated September 2, 2026 (amending the original June 24, 2026 agreement). The transaction contemplates a two-step merger in which Merger Sub merges with Remix (with Remix as surviving corporation), followed immediately by Remix merging into Merger Sub II. Key terms: Remix equity valued at $226M, Passage equity at $20M; concurrent financing of at least $99.929M; Remix shareholders to receive Remix Merger Shares calculated via allocation percentages tied to aggregate valuation; Passage Net Cash target of $5M (with deficiency/surplus adjustments); Remix Convertible Notes conversion, Remix Preferred Stock conversion, and assumption of Remix options/warrants all contemplated pre-closing. Both boards recommend approval; stockholder votes required from both parties.