Passage Bio, Inc. has amended its previously announced agreement to merge with Remix Therapeutics, Inc. The amended deal, entered into on September 2, 2026, modifies the structure of the transaction while maintaining the original economic terms.
Under the original agreement, Peregrine Merger Sub, Inc. was to merge with and into Remix. The new filing details a two-step process. First, Merger Sub will merge with and into Remix, with Remix continuing as the surviving corporation. Immediately following this step, the surviving corporation will merge with and into Peregrine Merger Sub, LLC. The combined Mergers are intended to qualify as a reorganization under the Internal Revenue Code.
The amended agreement also outlines a Concurrent Financing to be consummated immediately prior to the first merger. Remix and certain accredited investors have entered into an Amended and Restated Subscription Agreement. Under this agreement, investors will purchase pre-funded warrants to purchase shares of Remix common stock at a price of $1.3860 per warrant, or shares of common stock at $1.3861 per share. The aggregate subscription amount is approximately $70.0 million.
Additionally, the companies have agreed to a Registration Rights Agreement. This agreement requires the combined company to file a resale registration statement with the SEC within 30 calendar days following the effective time of the second merger. The registration statement must become effective within 90 calendar days, or 120 days in the event of a full SEC review.
The boards of directors for both Passage Bio and Remix have approved the amended agreement and recommend that their respective stockholders vote in favor of the transaction.
