23 unchanged sentences
This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.
−Removed: For as long as we remain an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or a non-accelerated filer as defined in the Exchange Act, we intend to take advantage of the exemption permitting us not to comply with the requirement that our independent registered public accounting firm provide an attestation on the effectiveness of our internal control over financial reporting.
+Added: For as long as we remain a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K, and a non-accelerated filer as defined in the Exchange Act, we intend to take advantage of the exemption permitting us not to comply with the requirement that our independent registered public accounting firm provide an attestation on the effectiveness of our internal control over financial reporting.
Changes in Internal Control over Financial Reporting
1 unchanged sentence
Other Information
−Removed: During the three months ended December 31, 2024, none 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.
+Added: During the three months ended December 31, 2025, none 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 Regulation S-K, Item 408.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
+Added: Not applicable.
Directors, Executive Officers and Corporate Governance
13 unchanged sentences
The financial statement schedules required by Item 15(a) are omitted because they are not applicable, not required or the required information is included in the financial statements or notes thereto as filed in Item 8 of this Annual Report on Form 10-K.
−Removed: Restated Certificate of Incorporation, dated May 30, 2023.
−Removed: August 7, 2023
+Added: Restated Certificate of Incorporation, dated May 30, 2023, as amended .
+Added: November 10, 2025
Amended and Restated Bylaws, dated December 1, 2022.
3 unchanged sentences
Description of Registrant’s Securities .
−Removed: March 3, 2021
Lease, dated April 10, 2020, by and between the Registrant and Commerce Square Partners - Philadelphia Plaza, L.P.
−Removed: First Amendment to Lease, dated April 10, 2020, by and between the Registrant and Philadelphia Plaza – Phase II LP
+Added: First Amendment to Lease, dated April 10, 2020, by and between the Registrant and Philadelphia Plaza, L.P.
Form of Indemnification Agreement between the Registrant and its directors and officers .
3 unchanged sentences
2020 Equity Incentive Plan of the Registrant, and forms of award agreements .
−Removed: February 18, 2020
2020 Employee Stock Purchase Plan of the Registrant .
−Removed: February 18, 2020
Lease, dated December 15, 2020 by and between the Registrant and Hopewell Campus Owner, LLC .
8 unchanged sentences
March 4, 2024
−Removed: Employment Agreement, dated March 30, 2022, by and between the Registrant and Mark Forman.
−Removed: March 4, 2024
Employment Agreement, dated March 1, 2024, by and between the Registrant and Kathleen Borthwick.
11 unchanged sentences
November 13, 2024
−Removed: Second Amended and Restated Research, Collaboration & License Agreement, dated July 31, 2024, by and between the Registrant and the Trustees of the University of Pennsylvania
+Added: Second Amended and Restated Research, Collaboration & License Agreement, dated July 31, 2024, by and between the
November 13, 2024
+Added: Registrant and the Trustees of the University of Pennsylvania .
+Added: Amendment to the Exclusive License Agreement (PBGM01), dated May 7, 2025, by and between the Registrant and Gemma Biotherapeutics, Inc .
+Added: August 12, 2025
+Added: Amendment to the Exclusive License Agreement (PBKR03), dated May 7, 2025, by and between the Registrant and Gemma Biotherapeutics, Inc .
+Added: August 12, 2025
+Added: Amendment to the Exclusive License Agreement (PBML04), dated May 7, 2025, by and between the Registrant and Gemma Biotherapeutics, Inc .
+Added: August 12, 2025
Insider Trading Policy .
+Added: March 3, 2025
Consent of KPMG LLP, an independent registered public accounting firm .
24 unchanged sentences
We have elected not to include such summary.
−Removed: Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.
+Added: Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PASSAGE BIO, INC.
8 unchanged sentences
POWER OF ATTORNEY
−Removed: Each person whose individual signature appears below hereby authorizes and appoints William Chou, M.D., Kathleen Borthwick and Edgar B.
−Removed: Cale, and each of them, with full power of substitution and resubstitution, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorney-in-fact and agents or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.
+Added: Each person whose individual signature appears below hereby authorizes and appoints William Chou, M.D.
+Added: and Kathleen Borthwick, and each of them, with full power of substitution and resubstitution, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorney-in-fact and agents or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
15 unchanged sentences
Athena Countouriotis, M.D.
−Removed: /s/ Saqib Islam
−Removed: March 4, 2025
/s/ Sandip Kapadia
11 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.