Passage BIO, Inc. (PASG) · Nov 6, 2026 · Acquisition

Passage Bio merger vote clears Remix deal, but closing remains

Merger vote approved — All seven merger-related proposals approved; closing remains conditional

Passage Bio’s merger vote clears the Remix transaction, reverse split and name change, but the deal remains contingent on closing conditions.

Passage Bio is no longer really a standalone gene-therapy story: it has been winding down those programs and is using the Remix transaction to become a clinical-stage company focused on RNA-processing and small-molecule therapeutics. The merger was expected to close in the fourth quarter of 2026, subject to stockholder approval and other conditions.

The transaction cleared its main stockholder hurdle, but this is confirmation rather than a new deal catalyst. Passage Bio holders approved the share issuance that will create a change of control, the reverse split, the name change to Remix Therapeutics, the equity plans and related charter amendments. The filing says, “In accordance with the results below, Proposal 1 was approved.” 〔0〕 Because the special meeting and voting proposals were already publicly scheduled, the result largely confirms the expected path rather than changing the underlying merger economics.

The business transition is still unfinished. The approvals do not mean the merger has closed: the new equity plan “will become effective at the effective time of the First Merger” and is “contingent on the completion of the First Merger.” 〔1〕 The filing also leaves the reverse-split ratio unresolved within a 1-for-2 to 1-for-10 range, while the transaction remains subject to other closing and financing conditions. The practical message is that Passage Bio has authorized the Remix platform to replace its old business, but investors still need the legal closing before that transformation is complete.

The approved compensation architecture preserves meaningful future share issuance. The post-merger equity plan starts with 5,772,500 shares and can increase annually by up to 5% of the prior year-end share and pre-funded-warrant count; the employee stock purchase plan adds 440,000 shares plus annual increases. Those provisions were part of the disclosed transaction structure, so they are not a fresh surprise, but they reinforce that the combined company will rely on equity to retain employees and fund its early-stage pipeline.

Bottom line: This removes a required obstacle to the Remix merger and makes the planned corporate reset more likely, but it does not complete it. The filing is a modestly positive procedural milestone, not a rewrite of the business story.

What to watch next

Remix merger closing, expected fourth quarter 2026

Original filing on SEC EDGAR