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