Passage BIO, Inc. 10-Q

Item 5. Other Information. Adoption or Termination of 10b5-1 Trading Plans ​ On May 9, 2024 , William Chou , M.D., a director and officer of the Company , terminated a pre-arranged written stock sale plan in accordance with Rule 10b5-1 under the Exchange Act, for the potential sale of up to 300,000 shares of the Company’s common stock. The plan was terminated in accordance with the Company’s policies regarding transactions in the Company’s securities. The plan was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act and was scheduled to terminate no later than August 30, 2024 , or on such earlier date on which all of the trades thereunder had been executed. ​ Other than as disclosed above, during the fiscal quarter ended June 30, 2024, none of the Company’s directors or officers adopted or terminated any “Rule 10b5-1 trading arrangements” or any “non-Rule 10b5-1 trading arrangements,” as each term is defined in Item 408 of Regulation S-K. 94 Table of Contents 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ add ​ ​ ​ ​ ​ ​ 95 Table of Contents * ​ 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. ​ ​ 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: August 8, 2024 ​ By: /s/ William Chou, M.D. ​ ​ ​ William Chou, M.D. ​ ​ ​ President and Chief Executive Officer ​ ​ ​ ​ ​ ​ Date: August 8, 2024 ​ By: /s/ Kathleen Borthwick ​ ​ ​ Kathleen Borthwick ​ ​ ​ Chief Financial Officer ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 96