Passage Bio (PASG) M&A announcement summary

Deal rationale and strategic fit

• Merger creates a publicly traded, clinical-stage biotech focused on RNA-targeted therapeutics and small molecule therapies for diseases with high unmet need, leveraging a differentiated platform and both companies' expertise.

• Strategic evaluation prioritized shareholder value, innovative therapies, and identified the partner as ideal due to a strong RNA modulation platform and clinical execution.

• The combined entity will advance a pipeline led by REM-422, targeting previously inaccessible oncogenic drivers such as MYB in multiple cancers.

Financial terms and conditions

• All-stock transaction with pre-merger Passage shareholders owning ~7% and Remix shareholders (including private placement participants) owning ~93% of the combined company at closing, subject to net cash adjustments.

• Concurrent oversubscribed private placement led by Decheng Capital and other institutional investors will provide over $100 million in gross proceeds to fund operations into 2028.

• Passage shareholders receive contingent value rights for potential future proceeds from out-licensed or pediatric gene therapy programs.

Synergies and expected cost savings

• Merger enables scaling of efforts, expansion of investor base, and acceleration of clinical and discovery programs.

• Integration of expertise in RNA biology, drug development, and company building to drive innovation and deliver multiple clinical readouts, including pivotal data for REM-422.