Other Information.
−Removed: 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.
+Added: Gemma Sublicense Amendments
+Added: On May 7, 2025, we agreed to amend each of the Gemma Sublicenses to revise certain financial terms related to the Outlicensed Programs, or the Amended Gemma Sublicenses.
+Added: Pursuant to the Amended Gemma Sublicenses, we are entitled to receive (i) an aggregate total of $15 million in initial payments for licenses and clinical product supply, of which $5 million was previously received;
+Added: and (ii) an additional $5 million contingent on Gemma completing certain business milestones.
+Added: 10b5-1 Trading Plans
+Added: During the three months ended March 31, 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.
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
−Removed: Exclusive License Agreement (PBGM01), dated July 31, 2024, by and between the Registrant and Gemma Biotherapeutics, Inc.
−Removed: Exclusive License Agreement (PBKR03), dated July 31, 2024, by and between the Registrant and Gemma Biotherapeutics, Inc .
−Removed: Exclusive License Agreement (PBML04), dated July 31, 2024, by and between the Registrant and Gemma Biotherapeutics, Inc .
−Removed: Transition Services Agreement, dated July 31, 2024, by and between the Registrant and Gemma Biotherapeutics, Inc .
−Removed: Research, Collaboration & License Agreement, dated July 31, 2024, by and between the Registrant and Gemma Biotherapeutics, Inc .
−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: Transition Services Agreement, dated July 31, 2024, by and between the Registrant and Gemma Biotherapeutics, Inc, as amended January 31, 2025.
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)
−Removed: Registrant has omitted portions of the exhibit as permitted under Item 601(b)(10) of Regulation S-K.
Registrant has omitted schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K.
3 unchanged sentences
PASSAGE BIO, INC.
−Removed: November 13, 2024
/s/ William Chou, M.D.
1 unchanged sentence
President and Chief Executive Officer
−Removed: 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.