---
title: "Passage Bio Revises Remix Merger to Two-Step Structure, Adds $70 Million Pre-Funded PIPE"
type: "News"
locale: "en"
url: "https://longbridge.com/en/news/297896887.md"
description: "Passage Bio amended its merger agreement with Remix Therapeutics to adopt a two-step structure aimed at qualifying as a tax-free reorganization. Concurrently, the companies revised a $70 million pre-funded PIPE investment, allowing investors to purchase shares or warrants at approximately $1.386. Passage Bio also updated registration rights to cover financing shares and warrant shares, facilitating post-merger liquidity."
datetime: "2026-09-03T10:13:01.000Z"
locales:
  - [zh-CN](https://longbridge.com/zh-CN/news/297896887.md)
  - [en](https://longbridge.com/en/news/297896887.md)
  - [zh-HK](https://longbridge.com/zh-HK/news/297896887.md)
generator: "portal-rs"
---

# Passage Bio Revises Remix Merger to Two-Step Structure, Adds $70 Million Pre-Funded PIPE

Passage Bio amended its merger agreement with Remix Therapeutics to implement a two-step structure intended to qualify as a tax-free reorganization while preserving prior economics, closing conditions, and the Dec. 24, 2026 outside date. In tandem, Remix and investors amended the concurrent private placement to allow purchases of common shares at $1.3861 or pre-funded warrants at $1.3860, totaling about $70.0 million; these pre-funded warrants will convert into Passage Bio warrants at closing. Passage Bio also revised the form of its Registration Rights Agreement to register both financing shares and shares issuable upon exercise of the pre-funded warrants, with a resale filing due within 30 days after the second merger. The updates are designed to streamline closing mechanics and support investor liquidity post-merger.

**Agreement 1: Passage Bio Amends Remix Merger, Adopts Two-Step Structure Targeting Tax-Free Reorganization**

-   **Agreement type**: Amended and Restated Agreement and Plan of Merger
-   **Counterparty**: Remix Therapeutics
-   **Signed / Effective**: Sep 02 2026 / same
-   **Duration / Termination**: Until closing; outside date Dec 24 2026
-   **Reason**: Advance RNA medicine via strategic combination

**Agreement 2: Passage Bio Updates $70 Million PIPE; Investors May Buy Pre-Funded Warrants**

-   **Agreement type**: Amended and Restated Subscription Agreement for Concurrent Financing
-   **Counterparty**: Accredited Investors
-   **Signed / Effective**: Sep 02 2026 / same
-   **Duration / Termination**: At will
-   **Reason**: Provide ~$70 million to fund combined company

**Agreement 3: Passage Bio Expands Registration Rights to Cover Shares Issuable on Pre-Funded Warrants**

-   **Agreement type**: Registration Rights Agreement (revised form)
-   **Counterparty**: Investors in Concurrent Financing
-   **Signed / Effective**: Sep 02 2026 / same
-   **Duration / Termination**: Until resale registration obligations satisfied
-   **Reason**: Enable resale of shares and warrant shares post-merger

Original SEC Filing: Passage BIO, Inc. \[ PASG \] - 8-K - Sep. 02, 2026

**Disclaimer**

This is an AI-powered summary. It may contain inaccuracies. Consider verifying important information with the source. Please note this summary is solely based on documents filed with the SEC.

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> **Disclaimer: This article is for reference only and does not constitute any investment advice.**