Announcement • Jun 25
Remix Therapeutics, Inc. entered into a definitive merger agreement to acquire Passage Bio, Inc. (NasdaqCM:PASG) in a reverse merger transaction for approximately $230 million.
Remix Therapeutics, Inc. entered into a definitive merger agreement to acquire Passage Bio, Inc. (NasdaqCM:PASG) in a reverse merger transaction for approximately $230 million on June 24, 2026. Under the terms of the acquisition, Remix Therapeutics, Inc. and Passage Bio, Inc. will combine in an all-stock transaction, 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 (inclusive of those investors participating in the financing) are expected to own approximately 93% of the combined company. The combined company plans to operate under the name Remix Therapeutics, Inc. and will be led by Peter Smith. Remix’s Board of Directors will become directors of the combined company, chaired by Matthew Patterson. The Board of Directors of the combined company is expected to consist of nine (9) members, all of whom will be designated by Remix. In conjunction with the transaction, Peter Colabuono of Decheng Capital will join the Board of Directors. 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. In case of termination of transaction, Remix Therapeutics, Inc. will pay a termination fee of $17.50 million in cash and Passage Bio, Inc will pay a termination fee of $1.55 million in cash.
The transaction is subject to the satisfaction of customary closing conditions, including, among others, approval by the stockholders of Remix Therapeutics, Inc and Passage Bio, Inc, the effectiveness of a registration statement to be filed with the U.S. Securities and Exchange Commission, conversion of preferred stock, and listing / approval of new shares on stock exchange. The deal has been unanimously approved by the board of directors of Remix Therapeutics, Inc and Passage Bio, Inc. The transaction is is expected to close in the fourth quarter of 2026.
Peter Handrinos and Leah Sauter of Latham & Watkins LLP acted as legal advisor to Remix Therapeutics, Inc. Wedbush Securities Inc. acted as financial advisor to Passage Bio, Inc. Effie Toshav, David Michaels and Ryan Mitteness of Fenwick & West LLP acted as legal advisor to Passage Bio, Inc.
