Remix Therapeutics Takes the Wheel as Passage Bio Becomes Its RNA Launchpad

Passage Bio (NASDAQ: PASG) is handing the keys to Remix Therapeutics in an all‑stock reverse merger that will take Remix public, rebrand the combined company as Remix Therapeutics, and pivot the story from gene therapy to RNA‑targeted small molecules. Pre‑merger Remix holders will own about 93% of the combined company, while Passage Bio shareholders will end up with roughly 7%, backed by a fresh private placement of at least 100 million dollars to fund clinical readouts into 2028.

What Passage Bio and Remix agreed to

Passage Bio and Remix Therapeutics signed a definitive all‑stock merger agreement that values Remix at about 226 million dollars and Passage at around 20 million dollars, subject to net cash adjustments. Once the deal closes, the combined company will operate under the Remix Therapeutics name, trade on Nasdaq under the new ticker RMTX, and focus on Remix’s pipeline of small molecule therapies that reprogram RNA processing to hit disease drivers at their origin.

Remix has lined up an oversubscribed private placement of more than 100 million dollars, led by Decheng Capital and other life‑science investors, that is expected to close concurrently with the merger. That cash should give the new Remix Therapeutics (RMTX) a runway into 2028, long enough to deliver key clinical data from lead program REM‑422 in 2027 and progress additional assets.

How ownership, cash and CVRs shake out

After the merger and concurrent financing, pre‑transaction Remix stockholders will hold about 93% of the combined company on a fully diluted basis, while existing Passage Bio (PASG) shareholders will own around 7%. Current Remix CEO Peter Smith, Ph.D., will lead the combined company, and a Remix‑designated nine‑member board will control governance, underscoring that this is effectively Remix going public via PASG’s shell.

To bridge the gap for legacy PASG investors, Passage Bio plans to issue contingent value rights (CVRs) that give holders a share of any future proceeds from current license agreements and legacy assets. Passage Bio has also terminated its development and clinical supply agreement with Catalent as it winds down gene therapy programs ahead of the merger, cleaning up the balance sheet before the hand‑off.

Why this is a reset for PASG and a launchpad for Remix

For Passage Bio, which struggled after tough FDA feedback on its gene therapy programs and launched a strategic review earlier this year, the deal offers an exit path and a shot at upside through CVRs and a small stake in a better‑funded, clinically focused RNA platform. Instead of trying to fix an under‑loved gene therapy franchise, PASG shareholders roll into Remix’s pipeline plus a 100‑million‑dollar cash infusion designed to support value‑creating milestones into 2028.

For Remix Therapeutics, this reverse merger provides a fast route to the public markets under the RMTX ticker, along with additional capital, a Nasdaq listing, and a clean corporate wrapper. Management frames the combination as “transformative,” positioning Remix to lead in RNA‑targeted therapeutics with a differentiated clinical pipeline and multiple near‑ and mid‑term data catalysts.