PASG / Passage Bio, Inc. - Depositi SEC, Relazione annuale, dichiarazione di delega

Amendment to the Exclusive License Agreement (Krabbe), dated May 7, 2025, by and between the Registrant and Gemma Biotherapeutics, Inc.

Exhibit 10.2 AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT (KRABBE) This Amendment to the Exclusive license Agreement (Krabbe) (the “Amendment”), is entered into as of May 7, 2025 (the “Amendment Effective Date”), by and between Passage Bio, Inc. (“Passage”) and Gemma Biotherapeutics, Inc. (“Gemma”). RECITALS WHEREAS, Passage and Gemma entered into that certain Exclusive License Agreement (Krabbe),

2 Forward-Looking Statement This presentation includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to: our ex

Exhibit 99.2 Nasdaq: PASG © 2025 Passage Bio. All rights reserved. Corporate Presentation August 2025 2 Forward-Looking Statement This presentation includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to: our expectations about timing and execution of anticip

Y UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents Y UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 PASSAGE BIO, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File

Amendment to the Exclusive License Agreement (GM1), dated May 7,2025, by and between the Registrant and Gemma Biotherapeutics, Inc.

Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT PASSAGE BIO, INC. TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT (GM1) This Amendment to the Exclusive license Agreement (GM1) (the “Amendment”), is entered into as of May 7, 2025 (the “Amendment Effective Date”),

PASSAGE BIO REPORTS SECOND QUARTER 2025 FINANCIAL RESULTS AND PROVIDES RECENT BUSINESS HIGHLIGHTS Completed dosing of FTD-GRN Cohort 2 in upliFT-D study Reported updated interim data showing that PBFT02 continued to demonstrate robust, durable elevat

‌Exhibit 99.1 PASSAGE BIO REPORTS SECOND QUARTER 2025 FINANCIAL RESULTS AND PROVIDES RECENT BUSINESS HIGHLIGHTS Completed dosing of FTD-GRN Cohort 2 in upliFT-D study Reported updated interim data showing that PBFT02 continued to demonstrate robust, durable elevation in CSF PGRN levels and improvement in plasma NfL, a disease progression biomarker, compared to natural history Submitted amended upl

Amendment to the Exclusive License Agreement (MLD), dated May 7, 2025, by and between the Registrant and Gemma Biotherapeutics, Inc.

Exhibit 10.3 AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT (MLD) This Amendment to the Exclusive license Agreement (MLD) (the “Amendment”), is entered into as of May 7, 2025 (the “Amendment Effective Date”), by and between Passage Bio, Inc. (“Passage”) and Gemma Biotherapeutics, Inc. (“Gemma”). RECITALS WHEREAS, Passage and Gemma entered into that certain Exclusive License Agreement (MLD), dated as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2025 PASSAGE BIO, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2025 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File Nu

Passage Bio Announces 1-for-20 Reverse Stock Split

Exhibit 99.1 Passage Bio Announces 1-for-20 Reverse Stock Split PHILADELPHIA – July 10, 2025 - Passage Bio, Inc. (“Passage Bio” or the “Company”) (NASDAQ: PASG), a clinical-stage genetic medicines company focused on improving the lives of patients with neurodegenerative diseases, today announced that its Board of Directors (“Board”) has approved a reverse stock split of the company’s outstanding s

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2025 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File Nu

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Passage Bio, Inc.

Exhibit 3.1   CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF PASSAGE BIO, INC.   Passage Bio, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:   1.                   This Certificate of Amendment (this “Certificate of Amendment”) amends t

Nasdaq: PASG © 2025 Passage Bio. All rights reserved. Corporate Presentation June 2025 2 Forward-Looking Statement This presentation includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the

Exhibit 99.2 Nasdaq: PASG © 2025 Passage Bio. All rights reserved. Corporate Presentation June 2025 2 Forward-Looking Statement This presentation includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to: our expectations about timing and execution of anticipat

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2025 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File Nu

PASSAGE BIO REPORTS UPDATED INTERIM DATA FROM UPLIFT-D STUDY AND PROVIDES PROGRAM UPDATE PBFT02 continued to demonstrate robust, durable elevation in CSF PGRN levels and improvement in plasma NfL, a disease progression biomarker, compared to natural

Exhibit 99.1 PASSAGE BIO REPORTS UPDATED INTERIM DATA FROM UPLIFT-D STUDY AND PROVIDES PROGRAM UPDATE PBFT02 continued to demonstrate robust, durable elevation in CSF PGRN levels and improvement in plasma NfL, a disease progression biomarker, compared to natural history Dose 2, 50% lower than Dose 1, substantially increased CSF PGRN levels at 30-days, reaching the upper limit of a healthy adult re

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2025 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File Num

Y UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents Y UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

2 Forward-Looking Statement This presentation includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to: our ex

Exhibit 99.2 Nasdaq: PASG © 2025 Passage Bio. All rights reserved. Corporate Presentation May 2025 2 Forward-Looking Statement This presentation includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to: our expectations about timing and execution of anticipate

Transition Services Agreement, dated July 31, 2024, by and between the Registrant and Gemma Biotherapeutics, Inc, as amended January 31, 2025.

Exhibit 10.1 FIRST AMENDMENT TO THE TRANSITION SERVICES AGREEMENT This First Amendment to the Transition Services Agreement (the “Amendment”), is entered into as of January 31, 2025 (the “Amendment Effective Date”), by and between Passage Bio, Inc. (“Passage”) and Gemma Biotherapeutics, Inc. (“Gemma”). RECITALS WHEREAS, Passage and Gemma entered into that certain Transition Services Agreement, dat

PASSAGE BIO REPORTS FIRST QUARTER 2025 FINANCIAL RESULTS AND PROVIDES RECENT BUSINESS HIGHLIGHTS Treated first FTD-GRN patient with Dose 2 PBFT02 and enrolled second patient; several additional patients being evaluated for trial eligibility Announced

‌Ex 99.1 PASSAGE BIO REPORTS FIRST QUARTER 2025 FINANCIAL RESULTS AND PROVIDES RECENT BUSINESS HIGHLIGHTS Treated first FTD-GRN patient with Dose 2 PBFT02 and enrolled second patient; several additional patients being evaluated for trial eligibility Announced presentation of process development data of a high productivity, suspension-based manufacturing process for PBFT02 at American Society of Ge

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 PASSAGE BIO, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Ru

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

Table of Contents PRELIMINARY PROXY STATEMENT DATED APRIL 4th, 2025 SUBJECT TO COMPLETION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Up to $15,773,000 Common Stock

 As Filed Pursuant to Rule 424(b)(5)  Registration No. 333-277632 PROSPECTUS SUPPLEMENT (To Prospectus Dated April 16, 2024) Up to $15,773,000 Common Stock This prospectus supplement amends and supplements certain information in our prospectus supplement dated April 16, 2024 (the “Prior Prospectus”). We previously entered into a sales agreement, or the sales agreement, with TD Securities (USA) LLC

Calculation of Registration Fees

Exhibit 107.1 Calculation Of Filing Fee Tables Form S-8 (Form Type) Passage Bio, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, par value $0.0

As filed with the Securities and Exchange Commission on March 5, 2025

As filed with the Securities and Exchange Commission on March 5, 2025 Registration No.

PASSAGE BIO REPORTS FOURTH QUARTER AND FULL YEAR 2024 FINANCIAL RESULTS AND PROVIDES RECENT BUSINESS HIGHLIGHTS Interim data from Dose 1 PBFT02 demonstrated durable, elevated CSF PGRN and early evidence of reduction in plasma NfL levels, a disease pr

PASSAGE BIO REPORTS FOURTH QUARTER AND FULL YEAR 2024 FINANCIAL RESULTS AND PROVIDES RECENT BUSINESS HIGHLIGHTS Interim data from Dose 1 PBFT02 demonstrated durable, elevated CSF PGRN and early evidence of reduction in plasma NfL levels, a disease progression biomarker, as compared to published natural history Enrolled first FTD-GRN patient to be treated with Dose 2 PBFT02, 50% lower than Dose 1 Expect to report 12-month data from Dose 1 and interim safety and biomarker data from Dose 2 in 2H 2025; plan to seek regulatory feedback on FTD-GRN pivotal trial design in 1H 2026 Extended cash runway into 1Q 2027 PHILADELPHIA – March 4, 2025 – Passage Bio, Inc.

Insider Trading Policy

Exhibit 19.1 GLOBAL POLICY 05: INSIDER TRADING EFFECTIVE DATE: November 25, 2024 Contents 1 Introduction 2 1.1 Purpose 2 1.2 Scope 2 1.3 Related Requirements 3 1.4 Responsibility for Compliance 3 2 Policy 4 2.1 Roles and Responsibilities 4 2.2 Material Nonpublic Information 5 2.3 Prohibited Activities 6 2.4 External Inquiries 7 2.5 Trading Windows and Blackout Periods 7 2.6 Exception for Transfers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-392

2 Forward-Looking Statement This presentation includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to: our ex

Exhibit 99.2 Nasdaq: PASG © 2025 Passage Bio. All rights reserved. Corporate Presentation March 2025 2 Forward-Looking Statement This presentation includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to: our expectations about timing and execution of anticipa

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2025 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File Nu

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2025 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File

PASSAGE BIO ANNOUNCES INTERIM DATA FROM UPLIFT-D STUDY IN FTD-GRN AND PROVIDES BUSINESS UPDATES PBFT02 demonstrated durable, elevated CSF PGRN levels and early evidence of reduction in plasma NfL levels, a disease progression biomarker, compared to p

Exhibit 99.1 PASSAGE BIO ANNOUNCES INTERIM DATA FROM UPLIFT-D STUDY IN FTD-GRN AND PROVIDES BUSINESS UPDATES PBFT02 demonstrated durable, elevated CSF PGRN levels and early evidence of reduction in plasma NfL levels, a disease progression biomarker, compared to published natural history data Evaluating Dose 2, 50% lower than Dose 1, in subsequent FTD-GRN and FTD-C9orf72 patients to allow for dose

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2025 PASSAGE BIO, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2025 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that Amendment No. 5 to the Statement on Schedule 13D, dated December 20, 2024, with respect to the common stock of Passage BIO, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Each of the undersigned agrees to be responsible

PASG / Passage Bio, Inc. / Vestal Point Capital, LP - PASSAGE BIO, INC. Passive Investment

SC 13G 1 p24-3217sc13g.htm PASSAGE BIO, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Passage BIO, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 702712100 (CUSIP Number) September 30, 2024 (Date of event which requires filing of this statement) Check the approp

JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)

EX-99.1 2 p24-3217exhibit991.htm JOINT ACQUISITION STATEMENT EXHIBIT 99.1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity

PASSAGE BIO REPORTS THIRD QUARTER 2024 FINANCIAL RESULTS AND PROVIDES RECENT BUSINESS HIGHLIGHTS Enrolled 4 patients in Cohort 2 of the upliFT-D trial for FTD-GRN, with patient dosing advancing as planned; 12-month Cohort 1 and interim Cohort 2 data

‌Ex 99.1 PASSAGE BIO REPORTS THIRD QUARTER 2024 FINANCIAL RESULTS AND PROVIDES RECENT BUSINESS HIGHLIGHTS Enrolled 4 patients in Cohort 2 of the upliFT-D trial for FTD-GRN, with patient dosing advancing as planned; 12-month Cohort 1 and interim Cohort 2 data expected in 1H25 Updated interim data from Cohort 1 FTD-GRN showed PBFT02 was generally well-tolerated and elevated CSF progranulin levels fo

Exclusive License Agreement (PBKR03), dated July 31, 2024, by and between the Registrant and Gemma Biotherapeutics, Inc

‌Exhibit 10.2 Execution Version Confidential CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT PASSAGE BIO, INC. TREATS AS PRIVATE OR CONFIDENTIAL. EXCLUSIVE LICENSE AGREEMENT by and between Passage Bio, Inc. and Gemma Biotherapeutics, INC. July 31, 2024 Confidential TABLE OF CONTENTS Page Article 1 DEFINITI

Y UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents Y UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

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

Exhibit 10.6 Execution Version Confidential CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT PASSAGE BIO, INC. TREATS AS PRIVATE OR CONFIDENTIAL. SECOND AMENDED AND RESTATED RESEARCH, COLLABORATION & LICENSE AGREEMENT DATED AS OF July 31, 2024 BY AND BETWEEN THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA AN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2024 PASSAGE BIO, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2024 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission Fil

2 Forward-Looking Statement This presentation includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to: our ex

Exhibit 99.2 Nasdaq: PASG © 2024 Passage Bio. All rights reserved. Corporate Presentation November 2024 2 Forward-Looking Statement This presentation includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to: our expectations about timing and execution of antic

Research, Collaboration & License Agreement, dated July 31, 2024, by and between the Registrant and Gemma Biotherapeutics, Inc

‌Exhibit 10.5 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT PASSAGE BIO, INC. TREATS AS PRIVATE OR CONFIDENTIAL. RESEARCH, COLLABORATION & LICENSE AGREEMENT DATED AS OF July 31, 2024 BY AND BETWEEN GEMMA BIOTHERAPEUTICS, INC. AND PASSAGE BIO, INC. ‌ TABLE OF CONTENTS Article 1 DEFINITIONS‌2 Article 2 COL

Exclusive License Agreement (PBGM01), dated July 31, 2024, by and between the Registrant and Gemma Biotherapeutics, Inc.

‌Exhibit 10.1 Execution Version Confidential CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT PASSAGE BIO, INC. TREATS AS PRIVATE OR CONFIDENTIAL. EXCLUSIVE LICENSE AGREEMENT by and between Passage Bio, Inc. and Gemma Biotherapeutics, INC. July 31, 2024 ‌Execution Version Confidential TABLE OF CONTENTS Page

Transition Services Agreement, dated July 31, 2024, by and between the Registrant and Gemma Biotherapeutics, Inc

‌Exhibit 10.4 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT PASSAGE BIO, INC. TREATS AS PRIVATE OR CONFIDENTIAL. TRANSITION SERVICES AGREEMENT This Transition Services Agreement (this “Agreement”) is entered into as of July 31, 2024 (the “Effective Date”), by and between Passage Bio, Inc., a corporation

Exclusive License Agreement (PBML04), dated July 31, 2024, by and between the Registrant and Gemma Biotherapeutics, Inc

‌Exhibit 10.3 Execution Version Confidential CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT PASSAGE BIO, INC. TREATS AS PRIVATE OR CONFIDENTIAL. EXCLUSIVE LICENSE AGREEMENT by and between Passage Bio, Inc. and Gemma Biotherapeutics, INC. July 31, 2024 ‌Execution Version Confidential TABLE OF CONTENTS Page

2 Disclosures • Sue Browne, Ph.D, Yan Yi, Ph.D and Juan Chavez, MD, Ph.D are employees of Passage Bio, Inc. (the “Company”) and have certain equity interests in the Company • James Wilson, MD, Ph.D is a paid advisor to the Company and has certain equ

Exhibit 99.2 Non-clinical and early clinical development of PBFT02, an AAV gene therapy for FTD with GRN mutations (FTD-GRN) ESGCT OR070, 24 October 2024 SE Browne, YG Ni, KJ Quadrini, T Voss, MS Forman, J Chavez, N Miller, C Hinderer, JM Wilson 2 Disclosures • Sue Browne, Ph.D, Yan Yi, Ph.D and Juan Chavez, MD, Ph.D are employees of Passage Bio, Inc. (the “Company”) and have certain equity intere

Passage Bio Presents Preclinical and Interim Clinical Data for PBFT02 in FTD-GRN at the European Society of Gene & Cell Therapy (ESGCT) 31st Annual Conference Preclinical data demonstrated that an AAV1 vector achieved superior human progranulin level

‌Ex 99.1 Passage Bio Presents Preclinical and Interim Clinical Data for PBFT02 in FTD-GRN at the European Society of Gene & Cell Therapy (ESGCT) 31st Annual Conference Preclinical data demonstrated that an AAV1 vector achieved superior human progranulin levels in the CSF as compared to AAV5 and AAVhu68 (an AAV9 variant) Nonclinical data showed PBFT02 improved lysosomal histopathology and reduced n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2024 PASSAGE BIO, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2024 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File

2 Forward-Looking Statement This presentation includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to: our ex

Exhibit 99.2 Nasdaq: PASG © 2024 Passage Bio. All rights reserved. Corporate Presentation September 2024 2 Forward-Looking Statement This presentation includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to: our expectations about timing and execution of anti

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2024 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission Fi

Passage Bio to Present Positive Interim Data from Cohort 1 Patients with FTD-GRN in upliFT-D Study at 14th International Conference on Frontotemporal Dementias (ISFTD2024) Interim safety and biomarker data from the upliFT-D trial in FTD-GRN demonstra

‌Ex 99.1 Passage Bio to Present Positive Interim Data from Cohort 1 Patients with FTD-GRN in upliFT-D Study at 14th International Conference on Frontotemporal Dementias (ISFTD2024) Interim safety and biomarker data from the upliFT-D trial in FTD-GRN demonstrated that Dose 1 of PBFT02 achieved robust levels of CSF progranulin in all treated Cohort 1 patients; elevated CSF progranulin levels were su

Exhibit 99.3 W&dϬϮǁĂƐǁĞůůͲƚŽůĞƌĂƚĞĚĂŵŽŶŐŽŚŽƌƚϭƉĂƌƟĐŝƉĂŶƚƐǁŚŽƌĞĐĞŝǀĞĚ ĞŶŚĂŶĐĞĚŝŵŵƵŶŽƐƵƉƉƌĞƐƐŝŽŶ • dƐǁĞƌĞƌĞƉŽƌƚĞĚŝŶĂůůƉĂƌƟĐŝƉĂŶƚƐ;Ŷсϱͬϱ΀ϭϬϬ͘Ϭй΁Ϳ͖ŵŽƐƚ;ϯϴͬϰϬĞǀĞŶƚƐͿǁĞƌĞ ŵŝůĚͲƚŽͲŵŽĚĞƌĂƚĞ͘ƐǁĞƌĞƌĞƉŽƌƚĞĚĨŽƌŽŶĞƉĂƌƟĐŝƉĂŶƚ;Ŷсϭͬϱ΀ϮϬ͘Ϭй΁Ϳ;Table 2Ϳ • KŶĞƉĂƌ

Exhibit 99.3 W&dϬϮǁĂƐǁĞůůͲƚŽůĞƌĂƚĞĚĂŵŽŶŐŽŚŽƌƚϭƉĂƌƟĐŝƉĂŶƚƐǁŚŽƌĞĐĞŝǀĞĚ ĞŶŚĂŶĐĞĚŝŵŵƵŶŽƐƵƉƉƌĞƐƐŝŽŶ • dƐǁĞƌĞƌĞƉŽƌƚĞĚŝŶĂůůƉĂƌƟĐŝƉĂŶƚƐ;Ŷсϱͬϱ΀ϭϬϬ͘Ϭй΁Ϳ͖ŵŽƐƚ;ϯϴͬϰϬĞǀĞŶƚƐͿǁĞƌĞ ŵŝůĚͲƚŽͲŵŽĚĞƌĂƚĞ͘ƐǁĞƌĞƌĞƉŽƌƚĞĚĨŽƌŽŶĞƉĂƌƟĐŝƉĂŶƚ;Ŷсϭͬϱ΀ϮϬ͘Ϭй΁Ϳ;Table 2Ϳ • KŶĞƉĂƌƟĐŝƉĂŶƚ͕ƚŚĞĮƌƐƚƚƌĞĂƚĞĚ;Ŷсϭͬϱ΀ϮϬ͘Ϭй΁Ϳ͕ŚĂĚƚǁŽƚƌĞĂƚŵĞŶƚͲƌĞůĂƚĞĚƐ ĂŶĚǁŝƚŚĚƌĞǁĨƌŽŵƚŚĞƐƚƵĚLJ;Table 2Ϳ • dŚĞĮƌƐƚƉĂƌƟĐŝƉĂŶƚƚƌĞĂƚĞĚǁŝƚŚW&dϬϮƌĞĐĞŝǀĞĚϲϬŵŐŽƌĂůƉ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2024 PASSAGE BIO, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2024 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2024 PASSAGE BIO, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2024 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission Fil

PASG / Passage Bio, Inc. / Lynx1 Capital Management LP - PASSAGE BIO, INC. Passive Investment

SC 13G/A 1 p24-2564sc13ga.htm PASSAGE BIO, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Passage BIO, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 702712100 (CUSIP Number) August 7, 2024 (Date of Event Which Requires Filing of this Statement) Check the appr

PASG / Passage Bio, Inc. / Versant Venture Capital VI, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 d750856dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 3)* PASSAGE BIO, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 702712

Y UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents Y UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

2 Forward-Looking Statement This presentation includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to: our ex

Exhibit 99.2 Nasdaq: PASG © 2024 Passage Bio. All rights reserved. Corporate Presentation August 2024 2 Forward-Looking Statement This presentation includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to: our expectations about timing and execution of anticip

PASSAGE BIO REPORTS SECOND QUARTER 2024 FINANCIAL RESULTS AND PROVIDES RECENT BUSINESS HIGHLIGHTS Enrolled first FTD-GRN patient in Cohort 2 in upliFT-D trial Plan to present updated safety and biomarker data from Cohort 1 FTD-GRN patients treated wi

‌Ex 99.1 PASSAGE BIO REPORTS SECOND QUARTER 2024 FINANCIAL RESULTS AND PROVIDES RECENT BUSINESS HIGHLIGHTS Enrolled first FTD-GRN patient in Cohort 2 in upliFT-D trial Plan to present updated safety and biomarker data from Cohort 1 FTD-GRN patients treated with PBFT02 at 14th International Conference on Frontotemporal Dementias (ISFTD2024) in September 2024 Achieved alignment with Food and Drug Ad

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024 PASSAGE BIO, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File N

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2024 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2024 PASSAGE BIO, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2024 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File Nu

Passage Bio Out-licenses Three Pediatric Gene Therapy Programs to GEMMA Biotherapeutics and Enters New Research Collaboration Granted exclusive, worldwide rights for the development and commercialization of PBGM01 for GM1 gangliosidosis, PBKR03 for K

Exhibit 99.1 Passage Bio Out-licenses Three Pediatric Gene Therapy Programs to GEMMA Biotherapeutics and Enters New Research Collaboration Granted exclusive, worldwide rights for the development and commercialization of PBGM01 for GM1 gangliosidosis, PBKR03 for Krabbe disease, and PBML04 for metachromatic leukodystrophy to GEMMA Biotherapeutics, a new company co-founded by Dr. James M. Wilson Ente

Passage Bio Announces Positive Feedback from FDA on Expansion of upliFT-D Trial of PBFT02 to Include FTD-C9orf72 Patients Agency feedback from Type C meeting process supports the company's proposed clinical development plans to expand the upliFT-D tr

Passage Bio Announces Positive Feedback from FDA on Expansion of upliFT-D Trial of PBFT02 to Include FTD-C9orf72 Patients Agency feedback from Type C meeting process supports the company's proposed clinical development plans to expand the upliFT-D trial to assess PBFT02 in FTD patients with C9orf72 gene mutations Plan to initiate dosing of FTD-C9orf72 patients in 1H 2025 PHILADELPHIA – July 16, 2024 – Passage Bio, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 16, 2024 PASSAGE BIO, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 16, 2024 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File Nu

PASG / Passage Bio, Inc. / Versant Venture Capital VI, L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2)* PASSAGE BIO, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 702712100 (CUSIP Number) Versant Ven

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2024 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 PASSAGE BIO, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File Num

Non-Employee Director Compensation Policy effective as of April 4, 2024

Exhibit 10.1 PASSAGE BIO, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY (Effective as of April 4, 2024) Each member of the Board of Directors (the “Board”) of Passage Bio, Inc. (the “Company”) who is a non-employee director of the Company (each such member, a “Non-Employee Director”) will receive the compensation described in this Non-Employee Director Compensation Policy (the “Policy”) for his o

$50,000,000 Common Stock

TABLE OF CONTENTS  As Filed Pursuant to Rule 424(b)(2)  Registration No. 333-277632 PROSPECTUS Supplement (To Prospectus Dated April 16, 2024) $50,000,000 Common Stock We previously entered into a sales agreement, or the sales agreement, with Cowen and Company, LLC or TD Cowen, relating to shares of our common stock, par value $0.0001, offered by this prospectus and the accompanying base prospectu

PASSAGE BIO REPORTS FIRST QUARTER 2024 FINANCIAL RESULTS AND PROVIDES RECENT BUSINESS HIGHLIGHTS

‌Ex 99.1 PASSAGE BIO REPORTS FIRST QUARTER 2024 FINANCIAL RESULTS AND PROVIDES RECENT BUSINESS HIGHLIGHTS ● Updated interim data from the upliFT-D trial in FTD-GRN demonstrated that Dose 1 PBFT02 achieved consistent elevation of CSF progranulin at six months post-treatment in the two patients with longest follow-up ● Completed dosing of Cohort 1 (n=5) in upliFT-D trial; on track to deliver 6-month

2 Forward-Looking Statement This presentation includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to: our ex

Exhibit 99.2 Nasdaq: PASG © 2024 Passage Bio. All rights reserved. Corporate Presentation May 2024 2 Forward-Looking Statement This presentation includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to: our expectations about timing and execution of anticipate

Y UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents Y UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

JOINT FILING AGREEMENT

EX-99.1 2 ss3259632ex9901.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that Amendment No. 4 to the Statement on Schedule 13D, dated April 9, 2024, with respect to the common stock of Passage BIO, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

PASG / Passage Bio, Inc. / ORBIMED ADVISORS LLC - AMENDMENT NO. 4 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Passage BIO, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 702712100 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP VII LLC OrbiMed Capital LLC 601 Lexington Avenue, 54th Floor New York, NY 10022 Telephone: (212) 739-6400 (Nam

* * *

PASSAGE BIO, INC. One Commerce Square 2005 Market Street, 39th Floor Philadelphia, PA 19103 April 12, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Attention: Tyler Howes Re: Passage Bio, Inc. Registration Statement on Form S-3 (File No. 333-277632) filed March 4, 2024. Requested Date:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x                           Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use

PASG / Passage Bio, Inc. / Lynx1 Capital Management LP - PASSAGE BIO, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Passage BIO, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 702712100 (CUSIP Number) March 19, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

JOINT FILING AGREEMENT

EX-99 2 p24-1275exhibit99.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agree

Calculation of Registration Fees

Exhibit 107 Calculation Of Filing Fee Tables Form S-8 (Form Type) Passage Bio, Inc.

Employment Agreement, dated March 30, 2022, by and between the Registrant and Mark Forman.

Exhibit 10.27 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of March 30, 2022 by and between Passage BIO, Inc. (the “Company”), and Mark Forman (the “Employee”) (collectively, the “Parties”). WHEREAS, the Parties desire to enter into this Agreement on the terms and conditions set forth herein. NOW THEREFORE, in consideration of the mutual covenants

2 Forward-Looking Statement This presentation includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to: our ex

Exhibit 99.2 Nasdaq: PASG © 2024 Passage Bio. All rights reserved. Corporate Presentation March 2024 2 Forward-Looking Statement This presentation includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to: our expectations about timing and execution of anticipa

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Passage Bio, Inc.

As filed with the Securities and Exchange Commission on March 4, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 4, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-392

As filed with the Securities and Exchange Commission on March 4, 2024

As filed with the Securities and Exchange Commission on March 4, 2024 Registration No.

Form of Debt Security

Exhibit 4.3 FORM OF DEBT SECURITY [Face of Security] PASSAGE BIO, INC. [If applicable, insert—FOR PURPOSES OF THE ORIGINAL ISSUE DISCOUNT PROVISIONS OF THE INTERNAL REVENUE CODE OF 1986, THE ISSUE PRICE OF THIS SECURITY IS % OF ITS PRINCIPAL AMOUNT AT STATED MATURITY SET FORTH BELOW (ITS “PRINCIPAL AMOUNT”), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS % OF ITS PRINCIPAL AMOUNT, THE YIELD TO MATURITY

Employment Agreement, dated March 1, 2024, by and between the Registrant and Kathleen Borthwick.

Exhibit 10.28 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of March 1, 2024 (the “Effective Date”) by and between Passage BIO, Inc. (the “Company”), and Kathleen Borthwick (the “Employee”) (collectively, the “Parties”). WHEREAS, the Parties desire to enter into this Agreement on the terms and conditions set forth herein. NOW THEREFORE, in considera

Amended and Restated Development Services and Clinical Supply Agreement, dated November 9, 2023, by and between the Registrant and Catalent Maryland, Inc.

Exhibit 10.26 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PASSAGE BIO, INC. IF PUBLICLY DISCLOSED. EXECUTION VERSION AMENDED AND RESTATED DEVELOPMENT SERVICES AND CLINICAL SUPPLY AGREEMENT by and between PASSAGE BIO, INC. and CATALENT MARYLAND, INC. Dated as of November 9, 2023 EX

Form of Indenture

Exhibit 4.4 PASSAGE BIO, INC. And , as Trustee INDENTURE Dated as of , TABLE OF CONTENTS ARTICLE 1 – DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1 DEFINITIONS 1 1.2. OTHER DEFINITIONS 4 1.3. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 4 1.4. RULES OF CONSTRUCTION 4 ARTICLE 2 – THE SECURITIES 5 2.1. ISSUABLE IN SERIES 5 2.2. ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES 5 2.3. EXECUTION A

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2024 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File Nu

PASSAGE BIO REPORTS FOURTH QUARTER AND FULL-YEAR 2023 FINANCIAL RESULTS AND PROVIDES RECENT BUSINESS HIGHLIGHTS

Exhibit 99.1 PASSAGE BIO REPORTS FOURTH QUARTER AND FULL-YEAR 2023 FINANCIAL RESULTS AND PROVIDES RECENT BUSINESS HIGHLIGHTS ● Continued momentum in upliFT-D trial of PBFT02 for the treatment of patients with frontotemporal dementia (FTD) with granulin mutations (GRN) with clinical trial site expansion into Europe and seven global sites now activated ● Pursuing new indications for PBFT02, includin

Policy Relating to Recovery of Erroneously Awarded Compensation

Exhibit 97 Passage Bio, Inc. Compensation Recovery Policy Adopted October 12, 2023 The Board has determined that it is in the best interests of the Company and its stockholders to adopt this Policy enabling the Company to recover from specified current and former Company executives certain incentive-based compensation in the event of an accounting restatement due to the Company’s material noncompl

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 29, 2024 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission Fil

PASG / Passage Bio, Inc. / Lynx1 Capital Management LP - PASSAGE BIO, INC. Passive Investment

SC 13G/A 1 p24-0775sc13ga.htm PASSAGE BIO, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Passage BIO, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 702712100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2024 PASSAGE BIO, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2024 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File

2 Forward-Looking Statement This presentation includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to: our ex

Exhibit 99.1 Nasdaq: PASG © 2024 Passage Bio. All rights reserved. Corporate Presentation January 2024 2 Forward-Looking Statement This presentation includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to: our expectations about timing and execution of antici

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE TARA M. WILLIAMS, derivatively on behalf of PASSAGE BIO, INC., Plaintiff, v. MAXIME GOWEN, ATHENA COUNTOURIOTIS, SANDIP KAPADIA, SAQIB ISLAM, THOMAS WOIWODE, LIAM RATCLIFFE, and DERRELL PORTER, Defendants, and PASSAGE BIO, INC., Nominal Defendant. ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) C.A. No. 2023-0072-JTL notice of pendency AND PROPOSED

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2023 PASSAGE BIO, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2023 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2023 PASSAGE BIO, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2023 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission Fil

PASSAGE BIO ANNOUNCES PROMISING INITIAL DATA FROM PHASE 1/2 CLINICAL TRIAL OF PBFT02 IN FTD-GRN AND UPDATED STRATEGIC PRIORITIES

Exhibit 99.1 PASSAGE BIO ANNOUNCES PROMISING INITIAL DATA FROM PHASE 1/2 CLINICAL TRIAL OF PBFT02 IN FTD-GRN AND UPDATED STRATEGIC PRIORITIES · Dose 1 of PBFT02 achieved supraphysiologic CSF progranulin levels in each of the first three treated patients at 30 days after treatment · Elevated progranulin levels were sustained at up to six months post-treatment · Dose 1 of PBFT02 was generally well-t

Y UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents Y UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

2 Forward-Looking Statement This presentation includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to: our ex

Exhibit 99.2 Nasdaq: PASG © 2023 Passage Bio. All rights reserved. Fulfilling the Promise of Genetic Medicine for Central Nervous System Disorders November 2023 2 Forward-Looking Statement This presentation includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 PASSAGE BIO, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission Fil

PASSAGE BIO REPORTS THIRD QUARTER 2023 FINANCIAL RESULTS AND PROVIDES RECENT BUSINESS HIGHLIGHTS

PASSAGE BIO REPORTS THIRD QUARTER 2023 FINANCIAL RESULTS AND PROVIDES RECENT BUSINESS HIGHLIGHTS ● On track to present initial safety and biomarker data from three Cohort 1 patients in global Phase 1/2 upliFT-D trial of PBFT02 for the treatment of patients with frontotemporal dementia (FTD) with granulin mutations (GRN) in Q4 2023 ● Expect to report initial safety and biomarker data from Dose 3 patients in global Phase 1/2 Imagine-1 clinical trial for gangliosidosis (GM1) in mid-2024 ● Robust balance sheet to support achievement of meaningful clinical milestones, with cash runway into Q4 2025 PHILADELPHIA – November 13, 2023 – Passage Bio, Inc.

Transition and Separation Agreement, dated July 19, 2023, by and between the Registrant and Simona King.

Exhibit 10.2 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL July 19, 2023 VIA E-MAIL Simona C. King [*] Re: Terms of Separation Dear Simona: This letter confirms the agreement (“Agreement”) between you and Passage Bio, Inc. (the “Company”) concerning the terms of your separation and offers you the separation compensation we d

Transition and Separation Agreement, dated July 19, 2023, by and between the Registrant and Alexandros Fotopoulos.

Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL July 19, 2023 VIA E-MAIL Alexandros Fotopoulos [*] Re: Terms of Separation Dear Alex: This letter confirms the agreement (“Agreement”) between you and Passage Bio, Inc. (the “Company”) concerning the terms of your separation and offers you the separation compensation

PASG / Passage Bio Inc / Versant Venture Capital VI, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 d512457dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)* PASSAGE BIO, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 702712

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2023 PASSAGE BIO, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2023 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File

Passage Bio Reports Second Quarter 2023 Financial Results and Provides Recent Business Highlights

Passage Bio Reports Second Quarter 2023 Financial Results and Provides Recent Business Highlights ● Reported promising interim data from Cohorts 1-4 in the Imagine-1 clinical trial for GM1 gangliosidosis (GM1); PBGM01 continued to have a favorable safety profile and dose-dependent effects on key CSF biomarkers ● Dose 2 of PBGM01 was able to achieve healthy control levels of CSF β-Gal activity and

2 Forward-Looking Statements This presentation includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to: our e

Exhibit 99.3 PBGM01 Study in Infantile GM1 Gangliosidosis Interim Clinical Results from Cohorts 1-4 and Program Update of Imagine-1 Clinical Study August 7, 2023 2 Forward-Looking Statements This presentation includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2023 PASSAGE BIO, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2023 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File N

Y UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents Y UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Passage Bio Announces Promising Interim Clinical Data from First Eight Patients with GM1 Gangliosidosis in Imagine-1 Study

Passage Bio Announces Promising Interim Clinical Data from First Eight Patients with GM1 Gangliosidosis in Imagine-1 Study –Interim safety data up to 28 months showed Dose 1 and 2 of PBGM01 were well tolerated and had a favorable safety and immunological profile –Dose 2 resulted in substantial improvements in key CSF biomarkers and was able to achieve normal levels of CSF β-Gal activity and GM1 ga

Restated Certificate of Incorporation, dated May 30, 2023

PASSAGE BIO, INC. RESTATED CERTIFICATE OF INCORPORATION Passage BIO, Inc., a Delaware corporation, hereby certifies as follows: 1. The name of the corporation is “Passage BIO, Inc.” The date of the filing of its original Certificate of Incorporation with the Secretary of State was July 26, 2017. 2. The Restated Certificate of Incorporation of the corporation attached hereto as Exhibit “A”, which i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2023 PASSAGE BIO, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2023 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2023 PASSAGE BIO, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2023 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File Nu

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that Amendment No. 3 to Schedule 13D, dated June 27, 2023, with respect to the common stock of Passage BIO, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Each of the undersigned agrees to be responsible for the timely filing

PASG / Passage Bio Inc / ORBIMED ADVISORS LLC - AMENDMENT NO. 3 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Passage BIO, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 702712100 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP VII LLC OrbiMed Capital LLC 601 Lexington Avenue, 54th Floor New York, NY 10022 Telephone: (212) 739-6400 (Nam

PASG / Passage Bio Inc / Frazier Life Sciences IX, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 d520303dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* Passage BIO, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 702712 100 (CUSIP Number) Steve R. Bailey 601 Union Street, Suite 3200 Seattle, WA 98101 Telephone: (206) 621-7200 (Name, Address and Te

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2023 PASSAGE BIO, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2023 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File Num

PASSAGE BIO REPORTS FIRST QUARTER 2023 FINANCIAL RESULTS AND PROVIDES RECENT BUSINESS HIGHLIGHTS

PASSAGE BIO REPORTS FIRST QUARTER 2023 FINANCIAL RESULTS AND PROVIDES RECENT BUSINESS HIGHLIGHTS ● On track to report interim clinical data for two lead programs, PBGM01 for GM1 gangliosidosis and PBFT02 for frontotemporal dementia (FTD), in 2023 ● Submitted protocol amendment to regulatory authorities for Imagine-1 study for GM1 gangliosidosis to treat patients at a third, higher dose; expect to dose first patient at Dose 3 in second half of 2023 ● Continued momentum in upliFT-D trial for FTD with four global trial sites now initiated ● Execution supported by strong balance sheet, with cash on hand to fund operations into first half of 2025 PHILADELPHIA – May 11, 2023 – Passage Bio, Inc.

2 Forward-Looking Statement This presentation includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to: our ex

Exhibit 99.2 Nasdaq: PASG © 2023 Passage Bio. All rights reserved. Fulfilling the Promise of Genetic Medicine for Central Nervous System Disorders May 2023 2 Forward-Looking Statement This presentation includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to:

Y UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents Y UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 PASSAGE BIO, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File Num

Letter Agreement I to the Collaboration Agreement and the Development Services and Clinical Supply Agreement, dated March 30, 2023, by and between the Registrant and Catalent Maryland, Inc.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Letter Agreement II to the Collaboration Agreement and the Development Services and Clinical Supply Agreement, dated March 30, 2023, by and between the Registrant and Catalent Maryland, Inc.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 tm2310930d3def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2023 PASSAGE BIO, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2023 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

PRELIMINARY PROXY STATEMENT DATED APRIL 3, 2023 SUBJECT TO COMPLETION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 PASSAGE BIO, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File N

Calculation of Registration Fees

EXHIBIT 107.1 Calculation Of Filing Fee Tables Form S-8 (Form Type) Passage Bio, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, par value $0.0

2 Forward-Looking Statement This presentation includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to: our ex

Exhibit 99.2 Nasdaq: PASG © 2023 Passage Bio. All rights reserved. Fulfilling the Promise of Genetic Medicine for Central Nervous System Disorders March 2023 2 Forward-Looking Statement This presentation includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-392

As filed with the Securities and Exchange Commission on March 6, 2023

As filed with the Securities and Exchange Commission on March 6, 2023 Registration No.

Employment Agreement dated September 10, 2019, as amended on February 26th, 2020, by and between the Registrant and Edgar B. (Chip) Cale.

‌ EXHIBIT 10.24 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of September 10, 2019, by and between Passage BIO, Inc. (the “Company”), and Edgar Cale (the “Employee”) (collectively, the “Parties”). This Agreement amends, restates a

Transition and Separation Agreement, dated November 17, 2022, by and between the Registrant and Monika Toernsen.

EXHIBIT 10.26 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL November 17, 2022 VIA E-MAIL Monika Maria Toernsen [*] Re: Terms of Transition and Separation of Employment Dear Maria: This letter confirms the agreement (“Agreement”) between you and Passage Bio, Inc. (the “Company”) concerning the terms of your transition and sep

Passage Bio Reports Fourth Quarter and Full-Year 2022 Financial Results and Provides Recent Business Highlights

Exhibit 99.1 Passage Bio Reports Fourth Quarter and Full-Year 2022 Financial Results and Provides Recent Business Highlights ● Presented additional interim data at 19th Annual WORLDSymposium™ showing PBGM01 continued to demonstrate a biological effect in first six patients in Imagine-1 study for GM1 gangliosidosis; initial safety and biomarker data from Cohort 4 expected in mid-2023 ● Planned expa

Amended and Restated 2021 Equity Inducement Plan and forms of award agreements thereunder

Exhibit 99.4   PASSAGE BIO, INC. Amended and Restated 2021 EQUITY INDUCEMENT PLAN   1.            PURPOSE. The purpose of this Plan is to provide incentives to attract and motivate eligible employees whose potential contributions are important to the success of the Company, and any Parents, Subsidiaries and Affiliates that exist now or in the future, by offering them an opportunity to participate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2023 PASSAGE BIO, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2023 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File Nu

Passage Bio Presents Additional Interim Data from Imagine-1 Study for GM1 Gangliosidosis at 19th Annual WORLDSymposium™ 2023

Exhibit 99.1 Passage Bio Presents Additional Interim Data from Imagine-1 Study for GM1 Gangliosidosis at 19th Annual WORLDSymposium™ 2023 – Additional interim biomarker and efficacy data from first six patients continue to demonstrate both the high and low dose of PBGM01 led to a biological effect in patients – PBGM01 administration resulted in stabilization of MRI severity scores in all treated p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2023 PASSAGE BIO, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2023 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission Fil

2 GM1 Gangliosidosis is a Continuum Disease Severity Residual Enzyme Activity1,3-5,8 Negligible ~1-5% ~3-10% Type I (Early Infantile)1 • Onset <6 months1-5 • Survival: <3 years1 • No new developmental milestones reached after 3-6 months5,6 Type IIa (

Exhibit 99.2 Imagine-1 Study: Updated interim safety, biomarker, and efficacy data from the Phase 1/2 open-label, multicenter study of a single dose, intracisterna magna administration of PBGM01 in type I (early onset) and type IIA (late onset) infantile GM1 gangliosidosis Jeanine Jarnes, PharmD, BCOP, BCPS Advanced Therapies Program, University of Minnesota 2 GM1 Gangliosidosis is a Continuum Dis

PASG / Passage Bio Inc / Deep Track Capital, LP Passive Investment

SC 13G/A 1 deeptrack-pasg123122a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* PASSAGE BIO, INC. (Name of Issuer) Common Stock, $0.0001 Par Value Per Share (Title of Class of Securities) 702712100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the

PASG / Passage Bio Inc / Lynx1 Capital Management LP - PASSAGE BIO, INC. Passive Investment

SC 13G/A 1 p23-0350sc13ga.htm PASSAGE BIO, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Passage BIO, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 702712100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2023 PASSAGE BIO, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2023 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File

2 Forward-Looking StatementThis presentation includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to: our exp

Exhibit 99.1 © 2023 PassageBio. All rights reserved.Nasdaq: PASG Fulfilling the Promise of Genetic Medicine for Central Nervous System DisordersJanuary 2023 2 Forward-Looking StatementThis presentation includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to:

2 Forward - Looking Statements This presentation includes “forward - looking statements” within the meaning of, and made pursuant to the safe harbor provisions o f, the Private Securities Litigation Reform Act of 1995, including, but not limited to:

EX-99.2 3 pasg-20221214xex99d2.htm EX-99.2 Exhibit 99.2 PBGM01 Study in Infantile GM1 Gangliosidosis Interim Clinical Results from Cohorts 1 - 3 of Imagine - 1 Clinical Study December 14, 2022 2 Forward - Looking Statements This presentation includes “forward - looking statements” within the meaning of, and made pursuant to the safe harbor provisions o f, the Private Securities Litigation Reform A

Regulation FD Disclosure, Financial Statements and Exhibits

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2022 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Comm

Passage Bio Announces Positive Interim Clinical Data from First Six Patients with GM1 Gangliosidosis in Imagine-1 Study

? Exhibit 99.1 ? Passage Bio Announces Positive Interim Clinical Data from First Six Patients with GM1 Gangliosidosis in Imagine-1 Study ? Interim safety data up to 20 months showed the low and high dose of PBGM01 were well tolerated and had a favorable safety profile ? Intra-cisterna magna administration of PBGM01 resulted in dose-dependent increases in CSF ?-Gal activity and decreases in CSF GM1

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2022 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File

Amended and Restated Bylaws, dated December 1, 2022

Exhibit 3.1 ? ? PASSAGE BIO,?INC. ? (a Delaware Corporation) ? ? AMENDED AND RESTATED BYLAWS ? ? As Amended and Restated on December?1, 2022 ? ? ? ? ? PASSAGE BIO,?INC. ? (a Delaware corporation) ? AMENDED AND RESTATED BYLAWS ? TABLE OF CONTENTS ? Article?I: STOCKHOLDERS 1 Section?1.1: Annual Meetings 1 Section?1.2: Special Meetings 1 Section?1.3: Notice of Meetings 1 Section?1.4: Adjournments 2 S

Y UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents Y ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2022 PASSAGE BIO, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2022 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File

Passage Bio Reports Third Quarter 2022 Financial Results And Provides Business Updates

Exhibit 99.1 Passage Bio Reports Third Quarter 2022 Financial Results And Provides Business Updates ● Dosed first patient in final cohort, Cohort 4, in dose-ascending phase of Imagine-1 clinical trial for GM1 gangliosidosis; expect to dose the final patient in this phase of the trial by year-end ● Plan to report initial safety and biomarker data from Cohorts 2 and 3 of Imagine-1 trial in December

2 Forward-Looking StatementThis presentation includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to: our exp

Exhibit 99.2 Fulfilling the Promise of Genetic Medicines for Central Nervous System DisordersCorporate PresentationNovember 2022NASDAQ GS: PASG 2 Forward-Looking StatementThis presentation includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to: our expectati

Employment Agreement, dated October 10, 2022 by and between the Registrant and William Chou.

? Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into effective as of October 10, 2022, by and between Passage BIO, Inc. (the ?Company?), and William Chou (the ?Employee?) (collectively, the ?Parties,? and each of the Company and the Employee, a ?Party?). WHEREAS, the Parties desire to enter into this Agreement on the terms and conditions set forth herein

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2022 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File

PASG / Passage Bio Inc / Lynx1 Capital Management LP - PASSAGE BIO, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Passage BIO, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 702712100 (CUSIP Number) September 19, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

PASG / Passage Bio Inc / Frazier Life Sciences IX, L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Passage BIO, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 702712 100 (CUSIP Number) Steve R. Bailey 601 Union Street, Suite 3200 Seattle, WA 98101 Telephone: (206) 621-7200 (Name, Address and Telephone Number of Person Autho

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2022 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File

Transition and Separation Agreement dated May 27, 2022, by and between the Registrant and Bruce Goldsmith.

? ? EXHIBIT 10.1 ? CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL ? May 27, 2022 ? ? VIA E-MAIL Bruce Goldsmith [*] ? Re:Terms of Separation and Transition to Advisor ? Dear Bruce: ? This letter confirms the agreement (?Agreement?) between you and Passage Bio, Inc. (the ?Company?) concerning the terms of your separation from

2 Forward-Looking StatementThis presentation includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to: our exp

Exhibit 99.2 Fulfilling the Promise of Genetic Medicines for Central Nervous System DisordersCorporate PresentationAugust 2022NASDAQ GS: PASG 2 Forward-Looking StatementThis presentation includes ?forward-looking statements? within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to: our expectation

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commiss

Y UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents Y ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Passage Bio Reports Second Quarter 2022 Financial Results and Provides Recent Business Highlights

Exhibit 99.1 Passage Bio Reports Second Quarter 2022 Financial Results and Provides Recent Business Highlights ? ? Advanced Imagine-1 clinical trial for GM1 gangliosidosis to recruitment of final cohort, Cohort 4, in dose-ascending phase of study following recommendation by Independent Data Monitoring Committee ? Presented encouraging longer-term clinical and biomarker data from Cohort 1 in Imagin

Eighth Amendment to Amended and Restated Research, License & Collaboration Agreement, dated May 11, 2022, by and between the Registrant and the Trustees of the University of Pennsylvania.

? Exhibit 10.2 ? CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PASSAGE BIO, INC. IF PUBLICLY DISCLOSED. ? AMENDMENT No. 8 TO AMENDED AND RESTATED RESEARCH, COLLABORATION AND LICENSE AGREEMENT This AMENDMENT No. 8 (?Amendment No. 8?) is entered into as of May 11, 2022 (the ?Amendment

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2022 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commissio

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2022 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File Num

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2022 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File Num

Passage Bio Presents New Interim Clinical and Biomarker Data for Patients with GM1 Gangliosidosis in Imagine-1 Study at ASGCT 25th Annual Meeting

Exhibit 99.1 ? ? Passage Bio Presents New Interim Clinical and Biomarker Data for Patients with GM1 Gangliosidosis in Imagine-1 Study at ASGCT 25th Annual Meeting ? ? Longer-term follow-up showed continued developmental improvement for both patients in assessments by study investigators and caregivers ? Interim safety data at 13 and seven months from patients in Cohort 1 of the Imagine-1 clinical

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2022 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commissio

2 Notice • This presentation is about a research study aimed at assessing the safety and efficacy of an investigational treatment called PBGM01. ▪ Use of PBGM01 is not approved by any of the regulatory agencies for the treatment of GM1. ▪ The safety

Exhibit 99.2 Interim Safety, Biomarker, and Efficacy Data from Imagine - 1: A Phase 1/2 Open - Label, Multicenter Study to Assess the Safety, Tolerability, and Efficacy of a Single Dose, ICM Administration of PBGM01 in Subjects with Type I (Early Onset) and Type IIa (Late Onset) Infantile GM1 Gangliosidosis (GM1) David Weinstein, MD, MMSc SVP, Clinical Development and Clinical Lead, Imagine - 1, P

Passage Bio Reports First Quarter 2022 Financial Results and Provides Recent Business Highlights

Exhibit 99.1 ? ? Passage Bio Reports First Quarter 2022 Financial Results and Provides Recent Business Highlights ? ? Dosed first patient in Cohort 2 and completed dosing of Cohort 3 in Imagine-1 clinical trial for GM1 gangliosidosis; interim safety and biomarker data for both cohorts expected in 2H22 ? Dosed first patient in Cohort 1 in GALax-C clinical trial in infantile Krabbe disease; interim

2 Forward-Looking StatementThis presentation includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to: our exp

Exhibit 99.2 Fulfilling the Promise of Genetic Medicines for Central Nervous System DisordersCorporate PresentationMay 2022NASDAQ GS: PASG 2 Forward-Looking StatementThis presentation includes ?forward-looking statements? within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to: our expectation ab

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2022 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commissio

Y UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents Y UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13D, dated May 3, 2022, with respect to the ordinary shares of Passage BIO, Inc.

PASG / Passage Bio Inc / ORBIMED ADVISORS LLC - AMENDMENT NO. 2 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Passage BIO, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 702712100 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP VII LLC OrbiMed Capital LLC 601 Lexington Avenue, 54th Floor New York, NY 10022 Telephone: (212) 739-6400 (Nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 tm227626d1def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2022 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File N

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2022 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File Nu

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2022 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File N

Employment Agreement, dated March 5, 2021 by and between the Registrant and Eliseo Salinas.

EXHIBIT 10.22 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into as of March 5, 2021 by and between Passage BIO, Inc. (the ?Company?), and Eliseo Oreste Salinas (the ?Employee?) (collectively, the ?Parties?). WHEREAS, the Parties desire to enter int

As filed with the Securities and Exchange Commission on March 3, 2022

As filed with the Securities and Exchange Commission on March 3, 2022 Registration No.

As filed with the Securities and Exchange Commission on March 3, 2022

As filed with the Securities and Exchange Commission on March 3, 2022 Registration No.

Amendment No. 6, dated November 12, 2021, to the Amended and Restated Sponsored Research, Collaboration and License Agreement by and between the Registrant and the Trustees of the University of Pennsylvania

EXHIBIT 10.19 ? CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PASSAGE BIO, INC. IF PUBLICLY DISCLOSED ? AMENDMENT No. 6 TO AMENDED AND RESTATED RESEARCH, COLLABORATION AND LICENSE AGREEMENT ? This AMENDMENT No. 6 to the Amended and Restated Research, Collaboration and License Agreem

Amendment No. 4, dated June 2, 2021, to the Amended and Restated Sponsored Research, Collaboration and License Agreement by and between the Registrant and the Trustees of the University of Pennsylvania

EXHIBIT 10.17 ? CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PASSAGE BIO, INC. IF PUBLICLY DISCLOSED ? AMENDMENT No. 4 TO AMENDED AND RESTATED RESEARCH, COLLABORATION AND LICENSE AGREEMENT ? This AMENDMENT No. 4 to the Amended and Restated Research, Collaboration and License Agreem

As filed with the Securities and Exchange Commission on March 3, 2022

Table of Contents As filed with the Securities and Exchange Commission on March 3, 2022 Registration No.

Filing Fee Table.

EX-FILING FEES 4 tmb-20220303xexfilingfees.htm EX-FILING FEES EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Passage Bio, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit (2) Maxim

Separation Agreement, dated October 30, 2021 by and between the Registrant and Jill Quigley.

Exhibit 10.23 ? CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL ? October 30, 2021 ? VIA E-MAIL ? Jill Quigley [*] ? Re:Terms of Transition and Separation of Employment ? Dear Jill: ? This letter confirms the agreement (?Agreement?) between you and Passage Bio, Inc. (the ?Company?) concerning the terms of your transition and t

Passage Bio Reports Fourth Quarter and Full-Year 2021 Financial Results and Provides Recent Business Highlights

Exhibit 99.1 Passage Bio Reports Fourth Quarter and Full-Year 2021 Financial Results and Provides Recent Business Highlights - Presented positive interim biomarker, safety and efficacy data, including gains in developmental milestones, for Cohort 1 patients in Imagine-1 clinical trial for GM1 gangliosidosis - Dosed first patients in Cohorts 2 (late infantile, high dose) and 3 (early infantile, low

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2022 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commissi

As filed with the Securities and Exchange Commission on March 3, 2022

POS AM 1 tmb-20220303xposam.htm POS AM Table of Contents As filed with the Securities and Exchange Commission on March 3, 2022 Registration No. 333-253955       UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PASSAGE BIO, INC. (Exact name of registrant as specified in its char

Amendment No. 7, dated December 3, 2021, to the Amended and Restated Sponsored Research, Collaboration and License Agreement by and between the Registrant and the Trustees of the University of Pennsylvania

EXHIBIT 10.20 ? CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PASSAGE BIO, INC. IF PUBLICLY DISCLOSED ? AMENDMENT No. 7 TO AMENDED AND RESTATED RESEARCH, COLLABORATION AND LICENSE AGREEMENT ? This AMENDMENT No. 7 to the Amended and Restated Research, Collaboration and License Agreem

Calculation of Registration Fees

Exhibit 107.1 ? Calculation Of Filing Fee Tables ? Form S-8 (Form Type) ? Passage Bio, Inc. (Exact Name of Registrant as Specified in its Charter) ? Table 1: Newly Registered Securities ? Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, par

PASG / Passage Bio Inc / Access Industries Holdings LLC - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Passage Bio, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 702712100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

PASG / Passage Bio Inc / Deep Track Capital, LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

Passage Bio Presents New Interim Clinical Data for Patients with GM1 Gangliosidosis in Imagine-1 Study at 2022 WORLDSymposium

EX-99.1 2 pasg-20220211xex99d1.htm EX-99.1 Passage Bio Presents New Interim Clinical Data for Patients with GM1 Gangliosidosis in Imagine-1 Study at 2022 WORLDSymposium - Both children with late infantile GM1 gangliosidosis in Cohort 1 of the Imagine-1 clinical trial showed developmental improvement in assessments by study investigators and caregivers - Interim safety data at three and nine months

PBGM01 Study in Infantile GM1 GangliosidosisInterim Safety, Biomarker and Efficacy Results from Low Dose, Late Infantile Cohort of Ongoing Imagine-1 Clinical StudyFebruary 11, 2022 2 Welcome & Agenda Eliseo Salinas, M.D.Chief R&D OfficerBruce Goldsmi

Exhibit 99.2 PBGM01 Study in Infantile GM1 GangliosidosisInterim Safety, Biomarker and Efficacy Results from Low Dose, Late Infantile Cohort of Ongoing Imagine-1 Clinical StudyFebruary 11, 2022 2 Welcome & Agenda Eliseo Salinas, M.D.Chief R&D OfficerBruce Goldsmith, Ph.D.Chief Executive OfficerExecutive Summary & Overview of GM1 GangliosidosisBruce GoldsmithImagine-1 Clinical Study Overview & Revi

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2022 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Comm

PASG / Passage Bio Inc / LAV Prescience Ltd - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Passage Bio, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 702712100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

J.P. Morgan 40th Annual Healthcare ConferenceBruce Goldsmith, Ph.D.President and Chief Executive OfficerJanuary 10, 2022 2 Forward-Looking StatementThis presentation includes “forward-looking statements” within the meaning of, and made pursuant to th

EX-99.2 3 pasg-20220110xex99d2.htm EX-99.2 Exhibit 99.2 J.P. Morgan 40th Annual Healthcare ConferenceBruce Goldsmith, Ph.D.President and Chief Executive OfficerJanuary 10, 2022 2 Forward-Looking StatementThis presentation includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including,

Passage Bio Announces 2022 Research and Clinical Development Goals to Advance Robust CNS Pipeline

Exhibit 99.1 Passage Bio Announces 2022 Research and Clinical Development Goals to Advance Robust CNS Pipeline - Present longer follow-up and clinical milestones for Cohort 1 of the Imagine-1 GM1 gangliosidosis clinical trial at the 18th Annual WORLDSymposium, February 11, 2022 - Dose first patients in Cohorts 2 and 3 in GM1 gangliosidosis clinical trial in early 2022 - Dose first patients in glob

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2022 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commi

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2021 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Comm

PBGM01 Study in Infantile GM1 GangliosidosisInterim Safety and Biomarker Results from Low Dose, Late Infantile Cohort of Ongoing Imagine-1 Clinical StudyDecember 17, 2021 2 Welcome & Agenda Eliseo Salinas, M.D.Chief R&D OfficerBruce Goldsmith, Ph.D.C

Exhibit 99.2 PBGM01 Study in Infantile GM1 GangliosidosisInterim Safety and Biomarker Results from Low Dose, Late Infantile Cohort of Ongoing Imagine-1 Clinical StudyDecember 17, 2021 2 Welcome & Agenda Eliseo Salinas, M.D.Chief R&D OfficerBruce Goldsmith, Ph.D.Chief Executive OfficerExecutive Summary, Overview of GM1 Gangliosidosis & Our ApproachBruce GoldsmithImagine-1 Clinical Study Overview &

Passage Bio Announces Positive Interim Safety and Biomarker Data and Advances Phase 1/2 Trial of PBGM01 in GM1 Gangliosidosis

Exhibit 99.1 ? Passage Bio Announces Positive Interim Safety and Biomarker Data and Advances Phase 1/2 Trial of PBGM01 in GM1 Gangliosidosis ? Independent Data Monitoring Committee recommends proceeding with two additional planned patient cohorts, which are now being recruited in parallel ? Positive safety profile, including no serious adverse events, no complications related to intra-cisterna mag

Y UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents Y ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Employment Agreement, dated August 23, 2021, by and between the Registrant and Simona King.

Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into effective as of August 23, 2021 by and between Passage BIO, Inc. (the ?Company?), and Simona C. King (the ?Employee?) (collectively, the ?Parties?). WHEREAS, the Parties desire to enter into this Agreement on the terms and conditions set forth herein. NOW THEREFORE, in consideration of the mutual covenan

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2021 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commi

Passage Bio Reports Third Quarter 2021 Financial Results and Provides Recent Business Highlights

Exhibit 99.1 Passage Bio Reports Third Quarter 2021 Financial Results and Provides Recent Business Highlights - On track to report initial safety and 30-day biomarker data for cohort 1 from Imagine-1 global Phase 1/2 trial for PBGM01 for the treatment of infantile GM1 in 4Q21 - Activated multiple clinical sites across three global clinical programs, despite Covid-19 headwinds - Expect to dose firs

Fulfilling the Promise of Genetic Medicines for Central Nervous System Disorders Corporate Presentation November 2021 NASDAQ GS: PASG 2 Forward-Looking Statement This presentation includes “forward-looking statements” within the meaning of, and made

Exhibit 99.2 Fulfilling the Promise of Genetic Medicines for Central Nervous System Disorders Corporate Presentation November 2021 NASDAQ GS: PASG 2 Forward-Looking Statement This presentation includes ?forward-looking statements? within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to: our expec

Fifth Amendment to Amended and Restated Research, License & Collaboration Agreement, dated August 3, 2021, by and between the Registrant and the Trustees of the University of Pennsylvania

Exhibit 10.1 ? Execution Version Confidential CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PASSAGE BIO, INC. IF PUBLICLY DISCLOSED. FIFTH AMENDMENT TO AMENDED AND RESTATED RESEARCH, COLLABORATION & LICENSE AGREEMENT This Fifth Amendment (?Fifth Amendment?) is effective as of August

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2021 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commi

PASG / Passage Bio Inc / Deep Track Capital, LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Regulation FD Disclosure, Financial Statements and Exhibits

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2021 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commis

Fulfilling the Promise of Genetic Medicines for Central Nervous System Disorders Corporate Presentation October 2021 NASDAQ GS: PASG 2 Forward-Looking Statement This presentation includes “forward-looking statements” within the meaning of, and made p

Exhibit 99.1 Fulfilling the Promise of Genetic Medicines for Central Nervous System Disorders Corporate Presentation October 2021 NASDAQ GS: PASG 2 Forward-Looking Statement This presentation includes ?forward-looking statements? within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to: our expect

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2021 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commi

Fulfilling the Promise of Genetic Medicines for Central Nervous System Disorders Corporate Presentation August 2021 NASDAQ GS: PASG

Exhibit 99.2 ? Fulfilling the Promise of Genetic Medicines for Central Nervous System Disorders Corporate Presentation August 2021 NASDAQ GS: PASG ? ? Forward-Looking Statement This presentation includes ?forward-looking statements? within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to: our exp

Passage Bio Reports Second Quarter 2021 Financial Results and Provides Recent Business Highlights

EX-99.1 2 tmb-20210805xex99d1.htm EX-99.1 Exhibit 99.1 Passage Bio Reports Second Quarter 2021 Financial Results and Provides Recent Business Highlights - Expanded strategic collaboration with University of Pennsylvania’s Gene Therapy Program to advance genetic medicines for large CNS diseases, initially focused on Alzheimer’s Disease and Temporal Lobe Epilepsy - Expect to deliver three key clinic

Y UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents Y ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2021 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) ? Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) ? (Commission F

2021 Equity Inducement Plan and forms of award agreements

? Exhibit 99.1 ? PASSAGE BIO, INC. 2021 EQUITY INDUCEMENT PLAN 1. PURPOSE. The purpose of this Plan is to provide incentives to attract and motivate eligible employees whose potential contributions are important to the success of the Company, and any Parents, Subsidiaries and Affiliates that exist now or in the future, by offering them an opportunity to participate in the Company?s future performa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Passage Bio, Inc. (Exact name of Registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Passage Bio, Inc. (Exact name of Registrant as specified in its charter) Delaware 82-2729751 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) Passage Bio, Inc. One Commerce Square 2005 Market Street, 39th Floo

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2021 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Delaware ? 001-39231 ? 82-2729751 (State or other jurisdiction of incorporation) ? (C

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2021 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorporation) (Commission File Num

Quarterly Report - 10-Q

Table of Contents Y ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Passage Bio Reports First Quarter 2021 Financial Results and Recent Business Highlights

Exhibit 99.1 ? Passage Bio Reports First Quarter 2021 Financial Results and Recent Business Highlights ? - Dosed first patient with infantile GM1 gangliosidosis in Imagine-1 Phase 1/2 trial of PBGM01, initial safety and 30-day biomarker data expected 4Q21 - Received multiple regulatory clearances for clinical trial initiations for three most advanced pipeline programs - Expected enrollment of firs

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 tmb-20210505x8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2021 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39231 82-2729751 (State or other jurisdiction of incorp

Second Amended and Restated Employment Agreement, dated March 19, 2021, by and between the Registrant and Gary Romano.

Exhibit 10.1 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into by and between Passage Bio, Inc. (the ?Company?), and Gary Romano (the ?Employee?) (collectively, the ?Parties?) and is effective as of March 19, 2021 (the ?Effective Date?). This Agreement amends, restates and supersedes any written or unwritten ag

Corporate Presentation May 2021 NASDAQ GS: PASG Fulfilling the Promise of Gene Therapies for Central Nervous System Disorders Forward-Looking Statement This presentation includes “forward-looking statements” within the meaning of, and made pursuant t

EX-99.2 3 tmb-20210505xex99d2.htm EX-99.2 Exhibit 99.2 Corporate Presentation May 2021 NASDAQ GS: PASG Fulfilling the Promise of Gene Therapies for Central Nervous System Disorders Forward-Looking Statement This presentation includes “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, includin

Schedule 14A

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

- DEFA14A

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ? Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? ? ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2021 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Delaware ? 001-39231 ? 82-2729751 (State or other jurisdiction of incorporation) ?

Sales Agreement, dated March 5, 2021, by and between the Registrant and Cowen and Company, LLC

Exhibit 1.2 PASSAGE BIO, INC. COMMON STOCK SALES AGREEMENT March 5, 2021 Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 Ladies and Gentlemen: Passage Bio, Inc., a Delaware corporation (the ?Company?), confirms its agreement (this ?Agreement?) with Cowen and Company, LLC (?Cowen?), as follows: 1. Issuance and Sale of Shares. The Company agrees that, from time to time during the term

Form of Indenture

Exhibit 4.4 PASSAGE BIO, INC. And , as Trustee INDENTURE Dated as of , TABLE OF CONTENTS ARTICLE 1 ? DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1 DEFINITIONS 1 1.2. OTHER DEFINITIONS 4 1.3. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 4 1.4. RULES OF CONSTRUCTION 5 ARTICLE 2 ? THE SECURITIES 5 2.1. ISSUABLE IN SERIES 5 2.2. ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES 5 2.3. EXECUTION A

- S-8

As filed with the Securities and Exchange Commission on March 5, 2021 Registration No.

Power of Attorney

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 5, 2021 Registration No.

Form of Debt Security

Exhibit 4.3 FORM OF DEBT SECURITY [Face of Security] PASSAGE BIO, INC. [If applicable, insert?FOR PURPOSES OF THE ORIGINAL ISSUE DISCOUNT PROVISIONS OF THE INTERNAL REVENUE CODE OF 1986, THE ISSUE PRICE OF THIS SECURITY IS % OF ITS PRINCIPAL AMOUNT AT STATED MATURITY SET FORTH BELOW (ITS ?PRINCIPAL AMOUNT?), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS % OF ITS PRINCIPAL AMOUNT, THE YIELD TO MATURITY

Annual Report - 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2021 PASSAGE BIO, INC. (Exact name of registrant as specified in its charter) Delaware ? 001-39231 ? 82-2729751 (State or other jurisdiction of incorporation) ? (Commissi

Corporate Presentation March 2021 NASDAQ GS: PASG Fulfilling the Promise of Gene Therapies for Central Nervous System Disorders Forward-Looking Statement This presentation includes “forward-looking statements” within the meaning of, and made pursuant

Exhibit 99.2 Corporate Presentation March 2021 NASDAQ GS: PASG Fulfilling the Promise of Gene Therapies for Central Nervous System Disorders Forward-Looking Statement This presentation includes ?forward-looking statements? within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to: our expectation a

Description of Registrant’s Securities

EXHIBIT 4.3 ? Description of capital stock General Our authorized capital stock consists of 300,000,000 shares of common stock, $0.0001 par value per share, and 10,000,000 shares of undesignated preferred stock, $0.0001 par value per share. The following description summarizes the most important terms of our capital stock. Because it is only a summary, it does not contain all the information that