secwatch / observer

Passage BIO, Inc. — fact timeline

Source-grounded facts extracted from Passage BIO, Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

PASG Passage BIO, Inc. JSON
Material Agreements

Passage BIO, Inc. terminated 2005 Market Street Lease Agreement with Commerce Square Partners – Philadelphia Plaza, L.P. valued at Termination fee of $2.3 million (effective 2026-05-22).

“On May 22, 2026, the Company and Commerce Square Partners – Philadelphia Plaza, L.P. (the “ Landlord ”) entered into a lease termination agreement (the “ Termination Agreement ”) with respect to that certain lease agreement dated April 10, 2020 between the Company and Landlord (the “ 2005 Market Street Lease Agreement ”).”
Material Agreements

Passage BIO, Inc. terminated Gemma Collaboration Agreement with Gemma Biotherapeutics, Inc. valued at Notice of termination provided on May 21, 2026, effective in accordance with agreement terms (effective 2026-05-21).

“On May 21, 2026, Passage Bio, Inc. (the “ Company ”) provided written notice to Gemma Biotherapeutics, Inc. (“ Gemma ”) of termination of the research, collaboration and license agreement, dated July 31, 2024, by and between Gemma and the Company (as amended, the “ Gemma Collaboration Agreement ”), which termination will be effective in accordance with the terms of the Gemma Collaboration Agreement.”
Shareholder Votes

Passage BIO, Inc. shareholders approved Approval, on a non-binding advisory basis, of the frequency of holding future advisory votes on named executive officer compensation at the 2026-05-19 meeting.

“Approval, on a non-binding advisory basis, of the frequency of holding future advisory votes on named executive officer compensation: Shares for One Year Shares for Two Years Shares for Three Years Shares Abstaining Broker Non-Votes 1,450,605 5,046 28,143 6,419 637,397”
Shareholder Votes

Passage BIO, Inc. shareholders approved Approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers as disclosed in the proxy statement for the Annual Meeting at the 2026-05-19 meeting.

“Approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers as disclosed in the proxy statement for the Annual Meeting: Shares For Shares Against Shares Abstaining Broker Non-Votes 1,452,505 36,352 1,356 637,397”
Shareholder Votes

Passage BIO, Inc. shareholders approved Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 at the 2026-05-19 meeting.

“Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026: Shares For Shares Against Shares Abstaining Broker Non-Votes 2,083,031 41,539 3,040 —”
Shareholder Votes

Passage BIO, Inc. shareholders approved Election of two Class III directors at the 2026-05-19 meeting.

“Election of two Class III directors, identified in the table below, each to serve a three-year term, which will expire at the 2029 Annual Meeting of Stockholders and until such time as their respective successors have been duly elected and qualified or until their earlier resignation or removal: Nominees Shares For Shares Withheld Broker Non-Votes Athena Countouriotis, M.D. 971,120 519,093 637,397 Sandip Kapadia 972,608 517,605 637,397”
Restructurings & Charges

Passage BIO, Inc. announced a restructuring with charges of approximately $3.3 million (approximately 75%).

“The Company expects that the aggregate severance and exit costs for the Restructuring Plan will be approximately $3.3 million, which will be recorded primarily in the second quarter of 2026.”
Material Agreements

Passage BIO, Inc. terminated Hopewell Lease Termination Agreement with Hopewell Campus Owner LLC valued at termination fee of approximately $4.8 million plus accrued rent through February 14, 2026 (effective 2026-03-04).

“On March 4, 2026, Passage Bio, Inc. (the "Company") and Hopewell Campus Owner LLC (the "Landlord") entered into a lease termination agreement (the "Termination Agreement") with respect to that certain lease agreement dated December 15, 2020 between the Company and Landlord (the "Hopewell Lease").”
Governance Changes

Passage BIO, Inc.: 1-for-20 reverse stock split effective July 14, 2025 (effective 2025-07-14).

“On July 11, 2025, Passage Bio, Inc. (the “ Company ”) filed a Certificate of Amendment (the “ Amendment ”) to its Amended and Restated Certificate of Incorporation (the “ Certificate of Incorporation ”) with the Secretary of State of the State of Delaware to implement a 1-for-20 reverse stock split (the “ Reverse Stock Split ”) of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”) to be effective as of 12:01 am Eastern time on July 14, 2025 (the “ Effective Time ”).”
Listing & Compliance Notices

Passage BIO, Inc. received a nasdaq noncompliance notice notice regarding minimum bid price.

“August 1, 2024, Passage Bio, Inc. (the “ Company ”) received a letter from The Nasdaq Stock Market LLC (“ Nasdaq ”) indicating that the Company was not in compliance with certain of Nasdaq’s continued listing requirements, as the closing bid price of the Company’s shares had been below $1.00 per share for the previous 30 consecutive business days. The Company was given a period of 180 calendar days, or until January 28, 2025, to regain compliance with the minimum bid price requirement. In response, the Company submitted an application to transfer the listing of its shares from The Nasdaq Globa”
Listing & Compliance Notices

Passage BIO, Inc. received a nasdaq extension granted notice regarding minimum bid price.

“January 29, 2025, the Nasdaq Listing Qualifications department approved the Company’s request to transfer the listing of the Company’s shares of common stock from The Nasdaq Global Select Market to The Nasdaq Capital Mar”
Restructurings & Charges

Passage BIO, Inc. announced a impairment with charges of approximately $1.0 million to $3.0 million affecting laboratory equipment at the Laboratory Lease.

“the Company expects to recognize impairment expenses for its laboratory equipment of approximately $1.0 million to $3.0 million in the three-month period ending March 31, 2025.”
Restructurings & Charges

Passage BIO, Inc. announced a restructuring with charges of approximately $2.0 million affecting approximately 62,000 feet of leased laboratory space in Hopewell, New Jersey (approximately 5 5 %).

“operating costs by approximately $9.0 million to $11.0 million, excluding the Company’s estimates of aggregate severance and exit costs that it will incur of approximately $2.0 million, which will be recorded primarily in the first quarter of 2025. The cost that the Company expects to incur in connection with the Restructuring Plan is subject to a number of”

Thomas Kassberg was appointed as Class I director at Passage BIO, Inc..

“On September 9, 2024, the board of directors (the “ Board ”) of Passage Bio, Inc. (the “ Company ”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Thomas Kassberg as a Class I director and as a member of the Audit Committee of the Board, effective as of September 10, 2024 (the “ Appointment Date ”).”
Restructurings & Charges

Passage BIO, Inc. announced a impairment with charges of approximately $3.5 million to $5.5 million affecting leased laboratory space in Hopewell, New Jersey.

“the Company expects to recognize impairment expenses of approximately $3.5 million to $5.5 million in the period ending September 30, 2024”

Mark Forman resigned as Chief Medical Officer at Passage BIO, Inc..

“On July 26, 2024, Mark Forman, M.D., Ph.D., notified the Company of his decision to resign from his position as the Company’s Chief Medical Officer, effective as of August 2, 2024.”
Earnings Releases

Passage BIO, Inc. reported first quarter ended March 31, 2024 results: net income Net loss was $16.7 million, or $0.30 per basic and diluted share.

“Passage Bio, Inc. (Nasdaq: PASG), a clinical stage genetic medicines company focused on improving the lives of patients with neurodegenerative diseases, today reported financial results for the first quarter ended March 31, 2024”
Earnings Releases

Passage BIO, Inc. reported Quarter ended December 31, 2023 results: net income Net loss was $16.8 million, or $0.30 per basic and diluted share, for the quarter ended December 31, 2023.

“Net loss was $16.8 million, or $0.30 per basic and diluted share, for the quarter ended December 31, 2023”
Earnings Releases

Passage BIO, Inc. reported Year ended December 31, 2023 results: net income Net loss was $16.8 million, or $0.30 per basic and diluted share, for the quarter ended December 31, 2023 and $102.1 mil.

“Net loss was $16.8 million, or $0.30 per basic and diluted share, for the quarter ended December 31, 2023 and $102.1 million, or $1.86 per basic and diluted share, for the year ended December 31, 2023”
Earnings Releases

Passage BIO, Inc. reported Fourth Quarter and Full-Year 2023 results: net income Net loss was $16.8 million, or $0.30 per basic and diluted share, for the quarter ended December 31, 2023 and $102.1 mil.

“Passage Bio, Inc. (Nasdaq: PASG), a clinical-stage genetic medicines company focused on improving the lives of patients with neurodegenerative diseases, today reported financial results for the fourth quarter and year ended December 31, 2023”

Kathleen Borthwick was appointed as Chief Financial Officer at Passage BIO, Inc..

“On March 1, 2024 (the “Effective Date”), Kathleen Borthwick, the Company’s current Senior Vice President and Interim Chief Financial Officer was appointed to serve as Chief Financial Officer.”
Earnings Releases

Passage BIO, Inc. reported the third quarter ended September 30, 2023 results: net income Net loss was $27.1 million, or a net loss of $0.49 per basic and diluted share, EPS $0.49 per basic and diluted share.

“Passage Bio, Inc. (Nasdaq: PASG), a clinical-stage genetic medicines company focused on developing transformative therapies for central nervous system (CNS) disorders, today reported financial results for the third quarter ended September 30, 2023”
Listing & Compliance Notices

Passage BIO, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5450(a)(1), 5810(c)(3)(A)).

“August 31, 2023, Passage Bio, Inc. (the “ Company ”) received notice (the “ Notice ”) from the Listing Qualifications staff of the Nasdaq Stock Market LLC (“ Nasdaq ”) that, because the closing bid price for the Company’s common stock has fallen below $1.00 per share for 30 consecutive business days, the Company no longer complies with the minimum bid price requirement for continued listing on the Nasdaq Global Select Market under Nasdaq Listing Rule 5450(a)(1). The Notice has no immediate effect on the listing of the Company’s common stock on the Nasdaq Global Select Market. Pursuant to Nasda”
Earnings Releases

Passage BIO, Inc. reported the second quarter ended June 30, 2023 results: net income Net loss was $23.9 million, or a net loss of $0.44 per basic and diluted share, EPS $0.44 per basic and diluted share.

“Net loss was $23.9 million, or a net loss of $0.44 per basic and diluted share, for the quarter ended June 30, 2023, compared to $39.5 million, or a net loss of $0.73 per basic and diluted share, for the same quarter in 2022.”

Dolan Sondhi was appointed as Director at Passage BIO, Inc..

“the Board, upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “ Governance Committee ”), appointed Dr. Dolan Sondhi as a Class II director to fill a Board vacancy”

Thomas Woiwode resigned as Director at Passage BIO, Inc..

“Thomas Woiwode, Ph.D., notified Passage Bio, Inc. (the “ Company ”) of his decision to resign from the Company’s Board of Directors (the “ Board ”), including from the Compensation Committee of the Board, effective immediately.”

Kathleen Borthwick was appointed as Senior Vice President and Interim Chief Financial Officer at Passage BIO, Inc..

“On July 15, 2023, Kathleen Borthwick, the current Vice President, Finance of the Company was appointed to serve as Senior Vice President and Interim Chief Financial Officer, effective on or about July 28, 2023.”

Alex Fotopoulos departed as Chief Technical Officer at Passage BIO, Inc..

“Simona King, the Company’s Chief Financial Officer, and Alex Fotopoulos, the Company’s Chief Technical Officer, will separate from the Company, effective on or about July 28, 2023.”

Simona King departed as Chief Financial Officer at Passage BIO, Inc..

“Simona King, the Company’s Chief Financial Officer, and Alex Fotopoulos, the Company’s Chief Technical Officer, will separate from the Company, effective on or about July 28, 2023.”
Shareholder Votes

Passage BIO, Inc. shareholders approved Approval of the amendment and restatement of the Company's amended and restated certificate of incorporation to permit the exculpation of the Company's officers from personal liability for certain breaches of the duty of care at the 2023-05-25 meeting.

“Approval of the amendment and restatement of the Company’s amended and restated certificate of incorporation to permit the exculpation of the Company’s officers from personal liability for certain breaches of the duty of care : Shares For Shares Against Shares Abstaining Broker Non-Votes 30,135,810 1,536,404 66,699 6,239,108”
Shareholder Votes

Passage BIO, Inc. shareholders approved Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-05-25 meeting.

“Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023: Shares For Shares Against Shares Abstaining Broker Non-Votes 37,654,833 279,241 43,947 -”
Shareholder Votes

Passage BIO, Inc. shareholders approved Election of three Class III directors at the 2023-05-25 meeting.

“Election of three Class III directors, identified in the table below, each to serve a three-year term, which will expire at the 2026 Annual Meeting of Stockholders and until such time as their respective successors have been duly elected and qualified or until their earlier resignation or removal: Nominees Shares For Shares Withheld Broker Non-Votes Athena Countouriotis, M.D. 28,649,239 3,089,674 6,239,108 Saqib Islam 24,225,087 7,513,826 6,239,108 Sandip Kapadia 27,401,976 4,336,937 6,239,108”
Earnings Releases

Passage BIO, Inc. reported the quarter ended March 31, 2023 results: net income $34.3 million, EPS $0.63 per basic and diluted share.

“Net loss was $34.3 million, or a net loss of $0.63 per basic and diluted share, for the quarter ended March 31, 2023, compared to $42.8 million, or a net loss of $0.79 per basic and diluted share, for the same quarter in 2022.”
Material Agreements

Passage BIO, Inc. amended Letter Agreement II with Catalent Maryland, Inc. valued at $6.0 million (effective 2023-03-31).

“Letter agreement II (“ Agreement II ” and together with Agreement I, the “Letter Agreements” ) extended the term of the Existing Agreements until November 6, 2030, and established a limited exclusive relationship between the Company and Catalent for the manufacture of bulk drug substance and drug product for the Company’s adeno-associated virus delivery therapeutic product candidates for the treatment of frontotemporal dementia and GM1 gangliosidosis (the “ Product Candidates ”).”
Material Agreements

Passage BIO, Inc. amended Letter Agreement I with Catalent Maryland, Inc. valued at $10.6 million per year (effective 2023-03-31).

“Letter agreement I (“ Agreement I ”) eliminated the minimum annual purchase obligation and the obligation to pay an annual fee for use of the Clean Room Suite, thereby eliminating the annual minimum commitment of $10.6 million per year owed to Catalent through November 2025 under the Existing Agreements.”
Earnings Releases

Passage BIO, Inc. reported the year ended December 31, 2022 results: net income Net loss was $136.1 million, EPS $2.50 per basic and diluted share.

“$136.1 million, or a net loss of $2.50 per basic and diluted share, for the year ended December 31, 2022”
Earnings Releases

Passage BIO, Inc. reported the fourth quarter ended December 31, 2022 results: net income Net loss was $27.1 million, EPS $0.50 per basic and diluted share.

“Net loss was $27.1 million, or a net loss of $0.50 per basic and diluted share, for the quarter”
Governance Changes

Passage BIO, Inc.: Board amended and restated bylaws to conform to recent DGCL amendments and universal proxy rules, effective December 1, 2022 (effective 2022-12-01).

“On December 1, 2022, in connection with the effectiveness of new Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the “ DGCL ”), and a periodic review of the amended and restated bylaws of Passage Bio, Inc. (the “ Company ”), the Board of Directors (the “ Board ”) of the Company amended and restated the Company’s bylaws (the “ Amended and Restated Bylaws ”), which became immediately effective.”
Earnings Releases

Passage BIO, Inc. reported the third quarter ended September 30, 2022 results: net income Net loss was $26.7 million, or a net loss of $0.49 per basic and diluted share, EPS a net loss of $0.49 per basic and diluted share.

“Passage Bio Reports Third Quarter 2022 Financial Results And Provides Business Updates”

Maxine Gowen resigned as Interim Executive Chairwoman at Passage BIO, Inc..

“On November 8, 2022, the Company received the resignation of Maxine Gowen from her role as Interim Executive Chairwoman of the Board of Directors of the Company (the “Board”), effective as of November 10, 2022 (the “Effective Date”).”

Edgar B. (Chip) Cale resigned as Interim Chief Executive Officer at Passage BIO, Inc..

“Edgar B. (Chip) Cale resigned from his position as the Company’s Interim Chief Executive Officer.”

William Chou was appointed as Chief Executive Officer and Director at Passage BIO, Inc..

“the board of directors (the “Board”) of Passage Bio, Inc. (the “Company”) appointed William Chou, M.D., age 50, as (i) Chief Executive Officer and (ii) a member of the Board”

Dr. Michael Kamarck was appointed as Class I director at Passage BIO, Inc..

“appointed Dr. Michael Kamarck as a Class I director”

Edgar B. (Chip) Cale was appointed as Interim Chief Executive Officer and President at Passage BIO, Inc..

“Effective as of the Transition Date, the Board appointed Edgar B. (Chip) Cale, the Company’s General Counsel and Corporate Secretary, to succeed Dr. Goldsmith as Interim Chief Executive Officer and President.”

Bruce Goldsmith departed as President and Chief Executive Officer at Passage BIO, Inc..

“Dr. Goldsmith ceased his role as the Company’s President and Chief Executive Officer, effective May 31, 2022”

Liam Ratcliffe resigned as Director at Passage BIO, Inc..

“On March 7, 2022, Liam Ratcliffe, MD, Ph.D., notified Passage Bio, Inc. (the “Company”) of his decision to resign from the Company’s Board of Directors (the “Board”), including from the Nominating and Governance Committee of the Board, effective immediately.”

Jill Quigley departed as Chief Operating Officer at Passage BIO, Inc..

“On November 1, 2021, Passage Bio, Inc. (the “ Company ”) announced the voluntary transition of Jill Quigley, the Company’s Chief Operating Officer, from the Company.”

Bruce Goldsmith was appointed as Principal Financial Officer at Passage BIO, Inc..

“The Board appointed Bruce Goldsmith, Ph.D., a member of the Board and the Company’s President and Chief Executive Officer, as the Company’s Principal Financial Officer, effective immediately until the Commencement Date”

Simona King was appointed as Chief Financial Officer at Passage BIO, Inc..

“appointed Simona King, age 49, as Chief Financial Officer, effective on or about August 23, 2021”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.