Item 5. Other Information
Item 5. Other Information.
10b5-1 Trading Plans
During the three months ended September 30, 2025, n o n e of our directors or officers, as defined in Rule 16a-1(f), informed us of the adoption, modification or termination of a “Rule 10b5-1 trading agreement” or “non-Rule 10b-51 trading agreement,” as those terms are defined in Regulations S-K, Item 408.
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Item 6. Exhibits.
The exhibits filed or furnished as part of this Quarterly Report on Form 10-Q are set forth on the Exhibit Index below.
Exhibit
Number
Description
Form
File No.
Exhibit
Filing
Date
Filed/Furnished
Herewith
3.1
Amended and Restated Certificate of Incorporation of Passage Bio, Inc, as amended .
X
31.1
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1*
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2*
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101.INS
Inline XBRL Instance Document
X
101.SCH
Inline XBRL Taxonomy Extension Schema Document
X
101.CAL
Inline XBRL Taxonomy Extension
Calculation Linkbase Document
X
101.DEF
Inline XBRL Taxonomy Extension
X
Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label
Linkbase Document
X
101.PRE
Inline XBRL Taxonomy Extension
Presentation Linkbase Document
X
104
Cover Page Interactive Data File (formatted
as Inline XBRL and contained in Exhibit 101)
X
ad
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*
This certification is deemed not filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
PASSAGE BIO, INC.
Date: November 10, 2025
By:
/s/ William Chou, M.D.
William Chou, M.D.
President and Chief Executive Officer
Date: November 10, 2025
By:
/s/ Kathleen Borthwick
Kathleen Borthwick
Chief Financial Officer
99
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.