Passage Bio and Remix Therapeutics Enter Merger Agreement

Passage Bio and Remix Therapeutics announced that they have entered into a definitive merger agreement to combine in an all-stock transaction. Upon completion of the transaction, the combined company plans to operate under the name Remix Therapeutics and expects to trade on Nasdaq under the ticker symbol (RMTX). In connection with the proposed merger, Remix has secured commitments for a concurrent oversubscribed private placement financing that is expected to result in total gross proceeds of approximately $100M from a syndicate of new investors led by Decheng Capital. The private placement financing is expected to close immediately prior to completion of the proposed merger. The combined company's cash and cash equivalents balance at closing, including the proceeds from the private placement, is anticipated to fund the combined company's operations into 2028 and provide runway through clinical milestones, including data from the registrational Phase 2 trial of REM-422 in Adenoid Cystic Carcinoma; data from the Phase 1 trial in Acute Myeloid Leukemia or high-risk myelodysplastic syndrome and progression of Remix's discovery pipeline. Under the terms of the merger agreement, as of the closing of the proposed merger, the pre-merger Passage Bio shareholders are expected to own approximately 7% of the combined company and the pre-merger Remix stockholders are expected to own approximately 93% of the combined company. The percentage of the combined company that Passage Bio shareholders will own as of the closing of the proposed merger is subject to adjustment based on the estimated amount of Passage Bio's net cash immediately prior to the closing date. In connection with the proposed merger, a contingent value right will be distributed to Passage shareholders of record at the closing date. Each CVR will entitle its holder to receive a pro rata portion of certain net proceeds actually received by the combined company from milestones associated with Passage Bio's out-licensed pediatric gene therapy pipeline assets, subject to the terms and conditions of a CVR agreement to be entered into at closing. The CVRs will not be transferable, will not be listed on any securities exchange, and will not bear interest. There can be no assurance that any proceeds will be realized or that CVR holders will receive any payment. The transaction has been unanimously approved by the board of directors of both companies and is expected to close in the fourth quarter of 2026, subject to the satisfaction of customary closing conditions, including, among others, approval by the stockholders of each company, the effectiveness of a registration statement to be filed with the SEC to register the securities to be issued in connection with the proposed merger and the satisfaction of other customary closing conditions. The combined company will be led by Remix CEO Peter Smith. Remix's board of directors will become directors of the combined company, chaired by Matthew Patterson. In conjunction with the transaction, Peter Colabuono of Decheng Capital will join the board of directors.