SCHEDULE: OrbiMed Advisors Exits Significant Stake in Passage BIO, Inc.
Beneficial Ownership Change
OrbiMed Advisors LLC and OrbiMed Capital GP VII LLC have filed an exit Schedule 13D, reporting a decrease in their beneficial ownership of Passage BIO, Inc. common stock to below 5%.
Summary
- OrbiMed Advisors LLC and OrbiMed Capital GP VII LLC (Reporting Persons) filed Amendment No. 9 to their Schedule 13D, indicating a significant change in their beneficial ownership of Passage BIO, Inc. common stock.
- The beneficial ownership of the outstanding shares held by the Reporting Persons decreased by more than 1%.
- As a result of the transactions, the Reporting Persons ceased to be beneficial owners of more than 5% of the shares, making this an exit filing.
- As of the filing date, OrbiMed Private Investments VII, LP (OPI VII) holds 132,473 shares, constituting approximately 4.25% of the issued and outstanding shares.
- The beneficial ownership calculation is based on 3,120,295 outstanding shares of Passage BIO, Inc., as reported in the Issuer's Current Report on Form 8-K filed with the SEC on July 14, 2025.
- A 1-for-20 reverse stock split, approved by the Issuer's Board of Directors on June 26, 2025, became effective on July 14, 2025; all shares reported are presented on an after-Reverse Stock Split basis.
- OPI VII executed several sales: 3,944 shares sold on July 21, 2025, at $5.76 per share; 50,000 shares sold on July 22, 2025, at $5.51 per share; and 50,105 shares sold on July 23, 2025, at $5.78 per share.
- As of July 23, 2025, the Reporting Persons are believed to have ceased to be the beneficial owners of more than five percent of the outstanding shares.
Sentiment
Score: 3
Explanation: The significant reduction in stake by a major institutional investor like OrbiMed, leading to an exit filing, generally indicates a negative sentiment towards the company's near-term prospects or a strategic reallocation of capital away from the Issuer. While not explicitly negative language, the action itself is a bearish signal.
Negatives
- OrbiMed Advisors and OrbiMed Capital GP VII LLC have significantly reduced their stake in Passage BIO, Inc., falling below the 5% beneficial ownership threshold.
- The divestment of 104,049 shares by a major institutional investor could signal a lack of confidence or a strategic portfolio reallocation away from the Issuer.
Future Outlook
The Reporting Persons intend to review their investment in Passage BIO, Inc. based on various factors including the Issuer's business, financial condition, results of operations, prospects, general economic and industry conditions, and securities markets. They may acquire or dispose of shares or other securities of the Issuer in the future depending on market and other factors.
Industry Context
This filing reflects a significant reduction in a major institutional investor's stake in a biotechnology company. Such divestments by specialized healthcare investors like OrbiMed can sometimes signal a shift in investment strategy or a re-evaluation of the company's long-term prospects within the competitive biotechnology landscape. The reverse stock split by Passage BIO, Inc. is a separate corporate action often undertaken by companies to increase share price and meet listing requirements, which may or may not be directly related to OrbiMed's decision to reduce its stake.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Reverse Stock Split Approval | Passage BIO, Inc.'s Board of Directors approved a 1-for-20 reverse stock split. | 2025-07-14 | A reverse stock split typically aims to increase the per-share price and reduce the number of outstanding shares, potentially to meet exchange listing requirements or improve market perception. It does not change the total value of shareholders' equity but can impact liquidity and investor perception. |
Related Party Transactions
- OrbiMed GP is the general partner of OrbiMed Private Investments VII, LP (OPI VII).
- OrbiMed Advisors is the managing member of OrbiMed GP.
- OPI VII, Worldwide Healthcare Trust PLC, and certain other stockholders entered into an Amended and Restated Investors' Rights Agreement with Passage BIO, Inc. dated August 21, 2019, granting registration rights (Demand, Piggyback, Form S-3) to holders of registrable securities.
Stakeholder Impact
- Shareholders: The reduction in a significant institutional stake could lead to negative market sentiment and potentially impact share price. The reverse stock split affects the number of shares held but not the total value of their investment.
Next Steps
- Reporting Persons will continue to review their investment in Passage BIO, Inc. based on various factors.
- Reporting Persons may acquire or dispose of additional shares or other securities of the Issuer in the open market or privately negotiated transactions in the future.
Key Dates
| Date | Description |
|---|---|
| 2019-08-21 | Date of the Amended and Restated Investors' Rights Agreement. |
| 2020-03-09 | Original filing date of the Schedule 13D by OrbiMed Advisors LLC and OrbiMed Capital GP VII LLC. |
| 2021-01-28 | Filing date of Amendment No. 1 to Schedule 13D. |
| 2022-05-05 | Filing date of Amendment No. 2 to Schedule 13D. |
| 2023-06-29 | Filing date of Amendment No. 3 to Schedule 13D. |
| 2024-04-12 | Filing date of Amendment No. 4 to Schedule 13D. |
| 2024-12-26 | Filing date of Amendment No. 5 to Schedule 13D. |
| 2025-04-25 | Filing date of Amendment No. 6 to Schedule 13D. |
| 2025-06-26 | Passage BIO, Inc.'s Board of Directors approved a 1-for-20 reverse stock split. |
| 2025-07-09 | Filing date of Amendment No. 7 to Schedule 13D. |
| 2025-07-14 | Effective date of the 1-for-20 reverse stock split for Passage BIO, Inc. |
| 2025-07-14 | Date of Issuer's Current Report on Form 8-K, stating 3,120,295 outstanding shares. |
| 2025-07-21 | Filing date of Amendment No. 8 to Schedule 13D. |
| 2025-07-21 | OrbiMed Private Investments VII, LP sold 3,944 shares at $5.76 per share. |
| 2025-07-22 | Date of event requiring filing of this statement (Amendment No. 9). |
| 2025-07-22 | OrbiMed Private Investments VII, LP sold 50,000 shares at $5.51 per share. |
| 2025-07-23 | OrbiMed Private Investments VII, LP sold 50,105 shares at $5.78 per share. |
| 2025-07-23 | Reporting Persons ceased to be beneficial owners of more than five percent of outstanding shares. |
| 2025-07-24 | Signature date of Amendment No. 9 to Schedule 13D. |
Recommendation
sellThe significant reduction in beneficial ownership by OrbiMed, a prominent healthcare-focused institutional investor, to below 5% suggests a strategic divestment. This action, especially following a reverse stock split, could indicate a lack of confidence in Passage BIO, Inc.'s future prospects or a reallocation of capital. Such a move by a sophisticated investor often signals potential headwinds or better opportunities elsewhere, making a 'sell' recommendation prudent for investors to consider reducing exposure or exiting their position.
Keywords
Passage BIO Inc., OrbiMed Advisors, OrbiMed Capital GP VII, Schedule 13D, Beneficial Ownership, Stock Sale, Institutional Investor, Biotechnology, Reverse Stock Split, Shareholding Change
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