Other Information.
−Removed: Adoption or Termination of 10b5-1 Trading Plans
−Removed: 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.
−Removed: The plan was terminated in accordance with the Company’s policies regarding transactions in the Company’s securities.
−Removed: 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.
−Removed: 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.
+Added: During the three months ended September 30, 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.
The exhibits filed or furnished as part of this Quarterly Report on Form 10-Q are set forth on the Exhibit Index below.
Filed/Furnished
+Added: Exclusive License Agreement (PBGM01), dated July 31, 2024, by and between the Registrant and Gemma Biotherapeutics, Inc.
+Added: Exclusive License Agreement (PBKR03), dated July 31, 2024, by and between the Registrant and Gemma Biotherapeutics, Inc .
+Added: Exclusive License Agreement (PBML04), dated July 31, 2024, by and between the Registrant and Gemma Biotherapeutics, Inc .
+Added: Transition Services Agreement, dated July 31, 2024, by and between the Registrant and Gemma Biotherapeutics, Inc .
+Added: Research, Collaboration & License Agreement, dated July 31, 2024, by and between the Registrant and Gemma Biotherapeutics, Inc .
+Added: 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
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.
16 unchanged sentences
as Inline XBRL and contained in Exhibit 101)
+Added: Registrant has omitted portions of the exhibit as permitted under Item 601(b)(10) of Regulation S-K.
+Added: Registrant has omitted schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K.
+Added: The Registrant agrees to furnish supplementally a copy of the omitted schedules and exhibits to the SEC upon request.
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.
1 unchanged sentence
PASSAGE BIO, INC.
−Removed: August 8, 2024
+Added: November 13, 2024
/s/ William Chou, M.D.
1 unchanged sentence
President and Chief Executive Officer
−Removed: August 8, 2024
+Added: November 13, 2024
/s/ Kathleen Borthwick
2 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.