Form 4: Lynx1 Capital Boosts Passage BIO Stake

Lynx1 Capital Management LP, a 10% owner and director, increased its beneficial ownership in Passage BIO, Inc. through multiple common stock purchases in mid-September 2025.

Summary

• Lynx1 Capital Management LP, a 10% owner and director of Passage BIO, Inc. (PASG), acquired additional common stock through multiple transactions in September 2025.
• On September 11, 2025, 325 shares were purchased at a weighted average price of $6.9558 per share, with prices ranging from $6.915 to $6.985.
• On September 12, 2025, 19,783 shares were purchased at a weighted average price of $6.9908 per share, with prices ranging from $6.93 to $7.00.
• On September 15, 2025, 11,900 shares were purchased at a weighted average price of $6.9895 per share, with prices ranging from $6.94 to $7.00.
• Following these transactions, Lynx1 Capital Management LP beneficially owns a total of 623,704 shares of Passage BIO common stock.
• These transactions were made pursuant to a Rule 10b5-1(c) contract, instruction, or written plan.
• The shares are held indirectly by Lynx1 Master Fund LP, for which Lynx1 Capital Management LP serves as investment manager. Weston Nichols is the sole member of the general partner of the Investment Manager.

Sentiment

Score: 7

Explanation: Significant insider buying by a 10% owner and director suggests confidence in the company's future prospects, particularly as transactions were executed under a 10b5-1 plan.

Positives

• A significant insider, Lynx1 Capital Management LP, which is a 10% owner and has a director on the board, increased its stake in Passage BIO, Inc.
• The purchases were executed at market prices, indicating confidence in the current valuation.
• The transactions were conducted under a Rule 10b5-1 plan, suggesting a pre-planned investment strategy rather than opportunistic trading based on immediate non-public information.

Future Outlook

This filing does not contain any forward-looking statements or guidance. It is a report of past transactions.

Management Comments

• "The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the 'SEC'), upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein."
• "Each of the Investment Manager and Mr. Nichols disclaims beneficial ownership of the securities to which this filing relates for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except to the extent of his or its pecuniary interest therein, if any."

Industry Context

Insider buying in the biotechnology sector, such as Passage BIO, can be interpreted by investors as a positive signal regarding the company's drug pipeline, clinical trial progress, or overall strategic direction, especially when executed by a significant institutional investor and director.

Corporate Governance

Related Party Transactions

• The reported stock purchases are related-party transactions as they involve a 10% owner and director, Lynx1 Capital Management LP, acquiring shares of Passage BIO, Inc.

Stakeholder Impact

• Shareholders may view the increased insider ownership as a positive indicator of management and significant investor confidence in the company's future performance and value.

Key Dates

Recommendation

The consistent purchases by a 10% owner and director, Lynx1 Capital Management LP, indicate strong insider confidence in Passage BIO's valuation and future outlook. These transactions, executed under a Rule 10b5-1 plan, suggest a pre-meditated positive view on the stock.

Keywords

Passage BIO, PASG, Lynx1 Capital Management, Insider Buying, Form 4, Stock Purchase, Beneficial Ownership, Biotechnology, Investment