Form 4: Lynx1 Capital Management Boosts Stake in Passage Bio Post-Reverse Split

Lynx1 Capital Management LP, a 10% owner and director, significantly increased its beneficial ownership in Passage BIO, Inc. through multiple common stock purchases in late July 2025, following a 1-for-20 reverse stock split.

Summary

• Lynx1 Capital Management LP and Weston Nichols, identified as a 10% owner and director of Passage BIO, Inc. (PASG), reported multiple purchases of common stock.
• On July 22, 2025, 13,123 shares were acquired at a weighted average price of $5.4361 per share, with prices ranging from $5.33 to $5.475.
• On July 23, 2025, an additional 49,302 shares were acquired at a weighted average price of $5.7408 per share, with prices ranging from $5.675 to $5.8.
• On July 24, 2025, 66,423 shares were acquired at a weighted average price of $5.7127 per share, with prices ranging from $5.535 to $5.9.
• Following these transactions, the total beneficial ownership of common stock increased to 591,696 shares.
• The reported holdings reflect an adjustment for a 1-for-20 reverse stock split of Passage BIO, Inc. effective on July 14, 2025.
• The securities are held indirectly by Lynx1 Master Fund LP, with Lynx1 Capital Management LP serving as investment manager and Weston Nichols as the sole member of its general partner.

Sentiment

Score: 8

Explanation: The significant increase in beneficial ownership by a 10% owner and director, particularly following a reverse stock split, indicates strong insider confidence in the company's value and future prospects. This is generally a very positive signal for investors.

Positives

• A significant increase in beneficial ownership by a 10% owner and director, Lynx1 Capital Management LP and Weston Nichols, signals confidence in Passage BIO, Inc.'s future prospects.
• The purchases occurred across three consecutive days, indicating a sustained buying interest.
• The transactions took place after the 1-for-20 reverse stock split, suggesting the investor is comfortable with the post-split valuation and share structure.

Future Outlook

This Form 4 filing does not contain forward-looking statements or guidance regarding the company's future performance or strategic plans. It solely reports changes in beneficial ownership.

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

The filing reports an insider's increased stake in Passage BIO, Inc., a biotechnology company. While the filing itself does not provide broader industry context, such insider buying can be interpreted by the market as a positive signal, especially in the often volatile biotechnology sector where clinical trial results and regulatory approvals significantly impact stock performance. This increased ownership by a substantial holder might suggest a belief in the company's pipeline or strategic direction, potentially contrasting with or reinforcing general market sentiment towards the biotech industry's current trends.

Comparison to Industry Standards

• This filing reports specific insider transactions and does not provide financial or operational results that can be directly compared to industry benchmarks or specific comparable companies/projects. The act of a 10% owner and director increasing their stake is generally viewed positively across industries, as it aligns insider interests with those of other shareholders.

Related Party Transactions

• The filing details that the securities are held directly by Lynx1 Master Fund LP, with Lynx1 Capital Management LP serving as its investment manager. Weston Nichols is the sole member of Lynx1 Capital Management GP LLC, the general partner of the Investment Manager. This structure clarifies the indirect beneficial ownership by the reporting persons.

Stakeholder Impact

• Shareholders: The increased stake by a significant owner and director could be viewed positively, potentially boosting investor confidence and aligning insider interests with those of other shareholders.
• Employees, Customers, Suppliers, Creditors: No direct impact on these stakeholders is indicated by this filing, which focuses solely on ownership changes.

Next Steps

• The Reporting Persons undertake to provide full information regarding the number of shares purchased at each separate price within the reported ranges upon request from the Issuer, security holders, or the SEC.

Key Dates

Recommendation

The substantial increase in beneficial ownership by a 10% owner and director, Lynx1 Capital Management LP and Weston Nichols, immediately following a reverse stock split, is a strong indicator of insider confidence. This suggests that those with deep knowledge of Passage BIO, Inc. believe the stock is undervalued or has significant upside potential. Such a move typically signals a positive outlook and can be a catalyst for increased investor interest, making it a strong buy signal for seasoned investors.

Keywords

Passage BIO, PASG, Lynx1 Capital Management, Weston Nichols, Form 4, Insider Trading, Stock Purchase, Beneficial Ownership, Reverse Stock Split, Biotechnology, Pharmaceuticals, Investment Management