SCHEDULE: Lynx1 Capital Management Discloses 21% Stake in Passage BIO

Lynx1 Capital Management LP and Weston Nichols have disclosed a beneficial ownership of 21.0% of Passage BIO, Inc. common stock, totaling 673,759 shares, following recent transactions and in anticipation of a merger with Remix Therapeutics.

Summary

• Lynx1 Capital Management LP and Weston Nichols (collectively, the 'Reporting Persons') have filed a Schedule 13D, indicating beneficial ownership of 673,759 shares of Passage BIO, Inc. common stock, representing 21.0% of the outstanding shares.
• The Reporting Persons acquired these shares for investment purposes, believing the stock to be undervalued.
• The filing is triggered by an increase in beneficial ownership to over 20%, requiring a shift from Schedule 13G to Schedule 13D reporting.
• Passage BIO, Inc. entered into an Agreement and Plan of Merger on June 24, 2026, to merge with Remix Therapeutics, Inc. Following the merger, the combined company is expected to be renamed 'Remix Therapeutics, Inc.' and trade on Nasdaq under the symbol 'RMTX'.
• The Reporting Persons intend to participate in a Concurrent Financing related to the merger, which includes purchasing shares of Remix common stock and convertible notes.
• They will also receive one contingent value right (CVR) for each share of Passage BIO common stock held, as per a Contingent Value Rights Agreement.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive, reflecting a significant investment stake and participation in a merger, but also highlighting the standard disclosure requirements and potential for future strategic discussions.

Positives

• Lynx1 Capital Management LP and Weston Nichols believe Passage BIO's securities are undervalued, indicating a positive investment thesis.
• The Reporting Persons are actively participating in the Concurrent Financing, signaling continued commitment and belief in the combined entity's future.
• The merger with Remix Therapeutics is expected to result in a new entity trading on Nasdaq under the symbol 'RMTX', potentially increasing liquidity and visibility.

Negatives

• The shift from Schedule 13G to Schedule 13D indicates a significant increase in ownership, which could be perceived as a change in strategy or increased activism.
• The value of the contingent value rights (CVRs) is not guaranteed and depends on future performance milestones, introducing an element of uncertainty for existing shareholders.

Risks

• The consummation of the merger and concurrent financing is subject to the satisfaction or waiver of certain conditions, introducing execution risk.
• The Reporting Persons may change their intentions regarding their investment in Passage BIO, including increasing or decreasing their position, which could impact market dynamics.
• The success of the combined entity, Remix Therapeutics, Inc., is subject to market conditions, regulatory approvals, and the achievement of its strategic objectives.

Future Outlook

The Reporting Persons expect to acquire additional shares of Common Stock upon the consummation of the merger with Remix Therapeutics, contingent on the merger's completion. They also anticipate receiving contingent value rights (CVRs) for each share of Passage BIO common stock held. The combined company is expected to be renamed 'Remix Therapeutics, Inc.' and trade on Nasdaq under the symbol 'RMTX'.

Management Comments

• The Reporting Persons previously reported their beneficial ownership on Schedule 13G and are filing this Schedule 13D because their aggregate beneficial ownership has equaled or exceeded 20% of the outstanding Common Stock.
• The Reporting Persons believe the securities are undervalued and represent an attractive investment opportunity.
• The Reporting Persons may engage in discussions with management, the board of directors, other stockholders, and other persons regarding the Issuer, including its business, operations, strategy, capital structure, and governance, and the Merger.

Industry Context

StockSavvy.ai notes that the shift to a Schedule 13D filing by Lynx1 Capital Management LP and Weston Nichols signals a more active investor stance, potentially indicating a belief that the merger with Remix Therapeutics presents a significant opportunity or that strategic changes are desired. The participation in the concurrent financing further underscores their commitment to the transaction's success.

Stakeholder Impact

• Shareholders of Passage BIO, Inc. will receive one contingent value right (CVR) for each share held, the value of which is contingent on future performance.
• Existing shareholders will become part of a new entity, Remix Therapeutics, Inc., expected to trade on Nasdaq, potentially offering increased liquidity and investment opportunities.
• The increased ownership by Lynx1 Capital Management LP and Weston Nichols may influence future corporate strategy and governance decisions.

Next Steps

• Consummation of the merger between Passage BIO, Inc. and Remix Therapeutics, Inc.
• Potential renaming of the combined company to 'Remix Therapeutics, Inc.' and trading on Nasdaq under the symbol 'RMTX'.
• Participation by Reporting Persons in the Concurrent Financing.
• Receipt of Contingent Value Rights (CVRs) by Passage BIO stockholders.
• Reporting Persons may engage in discussions with management and other stakeholders regarding the Issuer's business, strategy, and governance.

Key Dates

Recommendation

The filing indicates a significant investment stake and participation in a merger, suggesting a belief in the combined entity's future. However, the outcome of the merger, the value of CVRs, and potential future strategic actions by the Reporting Persons introduce uncertainty, warranting a 'hold' recommendation pending further developments.

Keywords

Schedule 13D, Passage BIO, Lynx1 Capital Management, Weston Nichols, Remix Therapeutics, Merger, Beneficial Ownership, Investment, Concurrent Financing, Contingent Value Rights