Passage Bio, Inc.

What they do

Passage Bio historically developed one-time AAV gene therapies for neurodegenerative diseases, led by PBFT02, an AAV1 gene replacement therapy delivering a functional GRN gene encoding progranulin via intra cisterna magna administration for frontotemporal dementia caused by progranulin deficiency (FTD-GRN). As of the latest 10-Q, the company has determined to wind down its gene therapy programs and terminated its Catalent development services and clinical supply arrangements, its Gemma collaboration, and gave notice to terminate its Penn license for PBFT02. It has no approved products and has never generated commercial product revenue; its operations have been limited to staffing, business planning, raising capital, and preclinical and clinical development.

Revenue drivers

• Product revenue — None. The company has no products approved for commercial sale and has not generated any revenue from commercial product sales.
• PBFT02 (FTD-GRN) — Former lead clinical candidate; no revenue. It was studied in the upliFT-D trial, with the first three FTD-GRN patients enrolled in Cohort 3 (Dose 2, expected 10 patients) and the first FTD-C9orf72 patient treated in Cohort 4 (up to five patients) per the March 2026 earnings release.
• Huntington's disease preclinical program — No revenue. Under the Gemma collaboration, the program delivered an AAV containing a miRNA gene to suppress MSH3 expression and reduce somatic instability in the HTT gene; a clinical candidate was expected in 2H 2026. The Gemma collaboration was terminated during the wind-down.
• Outlicensed pediatric programs — No material revenue disclosed. Three previously advanced pediatric programs were outlicensed to Gemma under the Amended Gemma Sublicenses, which the company describes rather than any associated payments.

Recent performance

Passage Bio reported a net loss of $45.5 million for 2025 versus $64.8 million in 2024, with diluted EPS of -$14.35 versus -$21.04. Operating cash flow improved to -$31.5 million in 2025 from -$48.0 million in 2024. R&D expenses were $5.4 million for Q4 2025 and $23.3 million for full-year 2025, down from $9.6 million and $40.2 million a year earlier. Cash and cash equivalents were $46.3 million as of December 31, 2025, versus $76.8 million of cash, cash equivalents and marketable securities at December 31, 2024. At June 30, 2026, total assets were $25.2 million, total liabilities $20.7 million, shareholder equity $4.5 million, and cash $24.2 million.

Strategy

Management announced a wind-down of the gene therapy programs and terminated the Catalent, Gemma, and Penn arrangements related to PBFT02. On June 24, 2026, Passage Bio entered a Merger Agreement with Remix Therapeutics in which a wholly-owned subsidiary will merge into Remix, with Remix surviving as a wholly-owned subsidiary; the deal is expected to close in Q4 2026. Concurrently, a subscription agreement for approximately $70.0 million of Remix common stock plus approximately $30.0 million of convertible promissory notes makes up a concurrent financing expected to raise about $100.0 million in gross proceeds. On a pro forma fully diluted basis, pre-merger Remix equity holders (excluding concurrent financing investors) are expected to own about 65% of the combined company, concurrent financing investors about 29%, and pre-merger Passage Bio equity holders about 6%, based on an approximately $20.0 million company valuation (assuming $5.0 million net cash at closing) and a $226.0 million Remix equity value. Holders of record of Passage Bio common stock immediately before the Effective Time are expected to receive one contingent value right per share under a CVR Agreement.

Risks

• No products or revenue — The company has no approved products, has never generated commercial product revenue, and all product candidates are clinical-stage, outlicensed, or preclinical.
• Wind-down of core programs — Passage Bio has terminated its Catalent supply arrangements, Gemma collaboration, and Penn license for PBFT02 and is winding down its gene therapy programs.
• Merger completion risk — The Remix merger is subject to conditions and expected to close in Q4 2026, with Passage Bio equity holders expected to own only about 6% of the combined company on a pro forma fully diluted basis.
• History of losses and cash needs — The company reported net losses in each year from 2021 through 2025 and negative operating cash flow every year, and at June 30, 2026, held $24.2 million of cash against $20.7 million of total liabilities.

Outlook

The March 2026 earnings release stated that management expected updated interim safety and biomarker data from Dose 2 of the upliFT-D study and regulatory feedback on registrational trial design for FTD-GRN in the first half of 2026, and clinical candidate selection for the Huntington's program in the second half of 2026, with cash runway through 1Q 2027. The subsequent 10-Q and June 2026 announcements supersede that program outlook: Passage Bio has determined to wind down its gene therapy programs and entered a Merger Agreement with Remix Therapeutics expected to close in the fourth quarter of 2026. The combined company is expected to be owned approximately 65% by pre-merger Remix equity holders, 29% by concurrent financing investors, and 6% by pre-merger Passage Bio equity holders on a pro forma fully diluted basis.