Other Information.
−Removed: Gemma Sublicense Amendments
−Removed: 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.
−Removed: 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;
−Removed: and (ii) an additional $5 million contingent on Gemma completing certain business milestones.
10b5-1 Trading Plans
−Removed: 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.
+Added: During the three months ended June 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.
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: Transition Services Agreement, dated July 31, 2024, by and between the Registrant and Gemma Biotherapeutics, Inc, as amended January 31, 2025.
+Added: Amendment to the Exclusive License Agreement (GM1), dated May 7,2025, by and between the Registrant and Gemma Biotherapeutics, Inc.
+Added: Amendment to the Exclusive License Agreement (Krabbe), dated May 7, 2025, by and between the Registrant and Gemma Biotherapeutics, Inc.
+Added: Amendment to the Exclusive License Agreement (MLD), dated May 7, 2025, by and between the Registrant and Gemma Biotherapeutics, Inc.
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.
18 unchanged sentences
The Registrant agrees to furnish supplementally a copy of the omitted schedules and exhibits to the SEC upon request.
+Added: Registrant has omitted portions of this exhibit as permitted under Item 601(b)(10) of Regulation S-K.
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.
+Added: August 12, 2025
/s/ William Chou, M.D.
1 unchanged sentence
President and Chief Executive Officer
+Added: August 12, 2025
/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.