Passage BIO, Inc._March 31, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended March 31, 2026

	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: 001-39231

PASSAGE BIO, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	82-2729751
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

One Commerce Square 2005 Market Street, 39^th Floor Philadelphia, PA	19103
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (267) 866-0311

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock

PASG

The Nasdaq Stock Market LLC

(Nasdaq Capital Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	◻	Accelerated filer	◻
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	◻

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 7, 2026, the registrant had 3,207,810 shares of common stock, $0.0001 par value per share, outstanding.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. All statements other than statements of historical facts contained in this Quarterly Report are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “aim,” “may,” “will,” “should,” “expect,” “forecast,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. All statements other than statements of historical fact contained in this Quarterly Report, including without limitation statements regarding our plans to develop and commercialize our product candidates, our evaluation of potential next steps in the clinical development of our product candidates, the timing and results of our ongoing or planned preclinical studies and clinical trials, risks associated with clinical trials, including our ability to adequately manage clinical activities, unexpected concerns that may arise from additional data or analysis obtained during clinical trials, the timing of and our ability to obtain and maintain regulatory approvals, the clinical utility of our product candidates, the potential development of other product candidates, our commercialization, marketing and manufacturing capabilities and strategy, our expectations about the willingness of healthcare professionals to use our product candidates, the timing or amount of any potential future milestone or royalty payments, the sufficiency of our cash and cash equivalents, our exploration of potential strategic alternatives, the entry into or completion of any strategic alternative transaction, the expected costs associated with termination benefits and the financial impact of our restructuring and reduction in workforce, general economic, industry and market conditions, including fluctuating interest rates and inflation, changing tariff policies and trade restrictions, geopolitical conflicts, any future potential federal government shutdowns, instability in the global banking system, and the plans and objectives of management for future operations and capital expenditures are forward-looking statements.

The forward-looking statements in this Quarterly Report are only predictions and are based largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of known and unknown risks, uncertainties and assumptions, including those described under the sections in this Quarterly Report entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise. We intend the forward-looking statements contained in this Quarterly Report to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

TRADEMARKS AND TRADENAMES

“PASSAGE BIO” is a registered trademark, and the PASSAGE BIO mark, the Passage Bio logo and all product names are our common law trademarks. All other service marks, trademarks and tradenames appearing in this Quarterly Report on Form 10-Q are the property of their respective owners. Solely for convenience, the trademarks and tradenames referred to in this Quarterly Report on Form 10-Q appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights, or the right of the applicable licensor to these trademarks and tradenames.

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Table of Contents


		Page
PART I.	FINANCIAL INFORMATION	4
Item 1.	Interim Financial Statements (Unaudited)	4
	Balance Sheets	4
	Statements of Operations and Comprehensive Loss	5
	Statements of Stockholders’ Equity	6
	Statements of Cash Flows	7
	Notes to Unaudited Interim Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4.	Controls and Procedures	39
PART II.	OTHER INFORMATION	40
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	41
Item 3.	Defaults Upon Senior Securities	41
Item 4.	Mine Safety Disclosures	41
Item 5.	Other Information	41
Item 6.	Exhibits	42
Signatures		43

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PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

Passage Bio, Inc.

Balance Sheets


		(Unaudited)
(in thousands, except share and per share data)		March 31, 2026			December 31, 2025
Assets
Current assets:
Cash and cash equivalents		$	33,336		$	46,303
Prepaid expenses and other current assets			682			629
Prepaid research and development			723			830
Total current assets			34,741			47,762
Property and equipment, net			826			4,107
Right of use assets - operating leases			651			10,168
Other assets			244			244
Total assets		$	36,462		$	62,281
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable		$	1,310		$	1,113
Accrued expenses and other current liabilities			3,895			4,653
Non-refundable sublicense and transition services payments			13,750			13,750
Operating lease liabilities			1,149			3,567
Total current liabilities			20,104			23,083
Operating lease liabilities - noncurrent			4,606			20,443
Total liabilities			24,710			43,526

Commitments and contingencies (note 10)

Stockholders’ equity:
Preferred stock, $0.0001 par value: 10,000,000 shares authorized; no shares issued and outstanding at both March 31, 2026 and December 31, 2025			—			—
Common stock, $0.0001 par value: 300,000,000 shares authorized; 3,207,810 shares issued and outstanding at March 31, 2026 and 3,182,810 shares issued and outstanding at December 31, 2025			—			—
Additional paid‑in capital			724,068			723,512
Accumulated deficit			(712,316)			(704,757)
Total stockholders’ equity			11,752			18,755
Total liabilities and stockholders’ equity		$	36,462		$	62,281

See accompanying notes to unaudited interim financial statements.

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Passage Bio, Inc.

Statements of Operations and Comprehensive Loss

(Unaudited)


	Three Months Ended March 31,
(in thousands, except share and per share data)	2026			2025
Operating expenses:
Research and development	$	4,093		$	7,737
General and administrative		4,787			6,085
Impairment of long-lived assets		—			2,637
Net gain on lease termination		(633)			—
Loss from operations		(8,247)			(16,459)
Other income (expense), net		688			1,054
Net loss	$	(7,559)		$	(15,405)
Per share information:
Net loss per share of common stock, basic and diluted	$	(2.36)		$	(4.87)
Weighted average common shares outstanding, basic and diluted		3,205,866			3,163,914
Comprehensive loss:
Net loss	$	(7,559)		$	(15,405)
Unrealized gain (loss) on marketable securities		—			(8)
Comprehensive loss	$	(7,559)		$	(15,413)

See accompanying notes to unaudited interim financial statements.

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Passage Bio, Inc.

Statements of Stockholders’ Equity

(Unaudited)



		Common stock						Additional		Accumulated other		Accumulated
(in thousands, except share data)		Shares			Amount			paid‑in capital		comprehensive income (loss)		deficit		Total
Balance at January 1, 2026		3,182,810		$	—		$	723,512	$	—	$	(704,757)	$	18,755
Exercise of stock options and vesting of restricted stock units		25,000			—			—		—		—		—
Share‑based compensation expense		—			—			556		—		—		556
Net loss		—			—			—		—		(7,559)		(7,559)
Balance at March 31, 2026		3,207,810		$	—		$	724,068	$	—	$	(712,316)	$	11,752




		Common stock				Additional		Accumulated other		Accumulated
(in thousands, except share data)		Shares		Amount		paid‑in capital		comprehensive income (loss)		deficit		Total
Balance at January 1, 2025		3,161,503	$	—	$	720,488	$	8	$	(659,235)	$	61,261
Exercise of stock options and vesting of restricted stock units		4,325		—		—		—		—		—
Unrealized gain (loss) on marketable securities		—		—		—		(8)		—		(8)
Share‑based compensation expense		—		—		858		—		—		858
Net loss		—		—		—		—		(15,405)		(15,405)
Balance at March 31, 2025		3,165,828	$	—	$	721,346	$	—	$	(674,640)	$	46,706

See accompanying notes to unaudited interim financial statements.

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Passage Bio, Inc.

Statements of Cash Flows

(Unaudited)


		Three Months Ended
		March 31,
(in thousands)		2026			2025
Cash flows used in operating activities:
Net loss		$	(7,559)		$	(15,405)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization			129			201
Share‑based compensation			556			858
Amortization of premium and discount on marketable securities, net			—			129
Net gain on lease termination			(633)			—
Impairment of long-lived assets			—			2,637
Changes in operating assets and liabilities:
Prepaid expenses and other current assets, and other assets			(53)			(709)
Prepaid research and development			107			30
Non-refundable sublicense and transition services payments received			—			506
Right of use assets and operating lease liabilities			(4,973)			(97)
Accounts payable			197			716
Accrued expenses and other current liabilities			(758)			(2,713)
Net cash provided by (used in) operating activities			(12,987)			(13,847)
Cash flows provided by (used in) investing activities:
Sales or maturities of marketable securities			—			39,046
Sales of property and equipment and other assets			20			585
Net cash provided by (used in) investing activities			20			39,631
Cash flows provided by (used in) financing activities:
Net cash provided by (used in) financing activities			—			—
Net increase (decrease) in cash and cash equivalents			(12,967)			25,784
Cash and cash equivalents at beginning of period			46,303			37,573
Cash and cash equivalents at end of period		$	33,336		$	63,357
Supplemental disclosure of non‑cash activities:
Unrealized gain (loss) on marketable securities		$	—		$

SEC Form 10-Q filed by Passage Bio Inc.