Passage Bio (NASDAQ: PASG) and Remix Therapeutics have entered into a definitive merger agreement to combine in an all-stock transaction, the companies announced June 24, 2026. The combined company plans to operate under the name Remix Therapeutics, Inc. and expects to trade on Nasdaq under the ticker symbol "RMTX."

Under the terms of the agreement, Passage Bio shareholders are expected to own approximately 7% of the combined company, while Remix stockholders — including investors participating in the concurrent financing — are expected to own approximately 93%. The ownership percentage for Passage Bio shareholders is subject to adjustment based on Passage Bio's net cash at closing.

Passage Bio shareholders of record at closing will receive a contingent value right (CVR) entitling them to a pro rata share of net proceeds from milestones tied to Passage Bio's out-licensed pediatric gene therapy pipeline assets. The CVRs will not be transferable in most circumstances, will not be listed on any securities exchange, and will not bear interest.

In connection with the merger, Remix has secured commitments for a private placement expected to generate approximately $100 million in gross proceeds. The financing is led by Decheng Capital, with participation from Lynx1 Capital Management, Forge Life Science Partners, existing investors, and other firms. The combined company's cash at closing is expected to fund operations into 2028.

Remix's lead program, REM-422, is an oral small molecule mRNA degrader targeting MYB, a transcription factor the company describes as historically undruggable. REM-422 is currently in Phase 1/2 clinical studies in adenoid cystic carcinoma (ACC) and acute myeloid leukemia (AML) or high-risk myelodysplastic syndrome. The U.S. Food and Drug Administration has granted REM-422 Orphan Drug Designation for ACC and AML, and Fast Track designation for ACC. Clinical readouts for REM-422 are anticipated in 2027.

The transaction has been unanimously approved by both companies' boards and is expected to close in the fourth quarter of 2026, pending stockholder approval and other customary closing conditions. Peter Smith, Ph.D., co-founder and CEO of Remix, will lead the combined company.