PHILADELPHIA, PA — Passage Bio, Inc. (Nasdaq: PASG) will merge with privately held Remix Therapeutics in an all-stock transaction that will shift control of the company to Remix investors and provide approximately $100 million in new capital to advance an RNA-targeted cancer drug pipeline.
The companies said the transaction, expected to close in the fourth quarter of 2026, would leave existing Passage Bio shareholders with about 7% of the combined company, while pre-merger Remix shareholders and investors participating in the financing would own approximately 93%.
The combined company will operate under the name Remix Therapeutics, Inc. and is expected to trade on Nasdaq under the ticker symbol “RMTX.”
The deal is accompanied by an oversubscribed private placement expected to generate approximately $100 million in gross proceeds from a syndicate of investors led by Decheng Capital, with participation from Lynx1 Capital Management, Forge Life Science Partners and existing investors.
The companies said the combined cash balance, including proceeds from the financing, is expected to fund operations into 2028 and support several key milestones, including data from the registrational Phase 2 trial of REM-422 in Adenoid Cystic Carcinoma, data from a Phase 1 study in Acute Myeloid Leukemia and high-risk myelodysplastic syndrome, and continued development of Remix’s discovery pipeline.
The transaction marks a strategic pivot for Passage Bio, a gene therapy company that has been evaluating alternatives after setbacks in its pediatric rare disease programs.
“Following a thorough evaluation of strategic alternatives, we are thrilled to have identified Remix as the ideal partner for this transaction,” Passage Bio President and Chief Executive Officer Dr. Will Chou said in a statement.
Passage Bio shareholders will also receive contingent value rights tied to potential future milestone payments associated with the company’s out-licensed pediatric gene therapy assets. The rights will entitle holders to a pro rata share of certain net proceeds received by the combined company from those assets, though the companies cautioned there is no assurance any payments will ultimately be made.
Remix Chief Executive Officer and co-founder Dr. Peter Smith said the merger and financing position the company to advance its RNA processing technology platform and its lead candidate, REM-422, an oral mRNA degrader targeting the MYB transcription factor, which has been implicated in multiple cancers.
Upon closing, Smith will lead the combined company, and Remix’s board of directors will become the board of the merged entity, chaired by Matthew Patterson. Peter Colabuono of Decheng Capital will join the board in connection with the transaction.
The merger has been unanimously approved by the boards of both companies but remains subject to shareholder approvals, regulatory filings with the U.S. Securities and Exchange Commission, and other customary closing conditions.
Wedbush Securities is serving as exclusive financial advisor on the transaction. Goldman Sachs, Jefferies and Evercore ISI are acting as placement agents for the concurrent financing.
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