Passage Bio amends Remix merger to two-step structure; $70M financing via pre-funded warrants

Passage BIO, Inc.

Amended merger agreement dated Sept 2, 2026 restructures deal into two-step merger (First Merger then Second Merger) to qualify as tax-free reorganization.
Concurrent financing of ~$70.0M via Remix shares and/or pre-funded warrants at $1.3861/share and $1.3860/warrant.
Registration rights extended to shares issuable upon pre-funded warrants; resale registration statement to be filed within 30 days post-closing.
Boards of both companies approved and recommend the transaction; outside date remains Dec 24, 2026.
No change to economic terms, equity value, or termination fees from original June 24, 2026 agreement.

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