Passage BIO, Inc. (PASG): Entry into a Material Definitive Agreement
Passage BIO, Inc. (PASG) filed an SEC Form 8-K — Entry into a Material Definitive Agreement. EX-2.1 2 tm2618476d1_ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among: PASSAGE BIO, INC.; PEREGRINE MERGER SUB, INC.; and REMIX THERAPEUTICS, INC. Dated as of June 24, 2026 TABLE OF CONTENTS Page Article I DEFINITIONS AND INTERPRETATIVE PROVISIONS 3 1.1
How this was made
The 30-second read
Why it matters
This is a fresh, primary disclosure of a material definitive merger agreement, which typically changes deal probability, expected valuation, and near-term trading behavior for the acquirer’s shares.
Market read
Fresh M&A agreement disclosure creates immediate re-pricing and sets up upcoming deal milestones (proxy/stockholder vote, regulatory approvals, closing conditions).
What to watch
Traders should watch for the proxy/registration statement timing, any termination fee/expense provisions, and how contingent value rights (CVR) are structured—these can materially affect valuation and spreads.
Background
The 8-K attaches an Agreement and Plan of Merger dated June 24, 2026, where Passage Bio (PASG) will merge its wholly owned subsidiary (Peregrine Merger Sub) into Remix Therapeutics, making Remix a wholly owned subsidiary of Passage.
Ticker impact
Passage Bio entered a material definitive merger agreement with Peregrine Merger Sub and Remix Therapeutics, implying a change-of-control and issuance of PASG shares.
Likely positive bias for PASG on deal-readthrough, with volatility around deal terms, financing, and approval milestones.
The filing is a primary-source disclosure of a merger agreement (Item 1.01) and includes board approvals/recommendations and merger mechanics, which typically drive immediate sentiment and trading activity.
Market effects
Signals continued consolidation in biotech; may modestly affect sentiment for small/mid-cap acquisition targets and deal financing expectations.
Primarily US small-cap biotech M&A sentiment; limited direct regional spillover beyond the involved names.
Low global macro relevance; mostly company-specific deal dynamics.
Counterpoint
Merger agreements often face termination risk (conditions, regulatory hurdles, financing), so initial enthusiasm can fade if key details (CVR terms, financing, approvals) disappoint.
Key entities
- public_companyPassage Bio, Inc.
US-listed acquirer entering a material definitive merger agreement (PASG).
- subsidiaryPeregrine Merger Sub, Inc.
Wholly owned merger subsidiary of Passage that will merge into Remix.
- public_companyRemix Therapeutics, Inc.
Target in the merger agreement; will become a wholly owned subsidiary of Passage upon closing.
