SCHEDULE 13D/A: OrbiMed Advisors Reduces Stake in Passage BIO to 10.7%

Sentiment:

Amendment to Beneficial Ownership Statement 25 April 2025 11:48 PM

OrbiMed Advisors and OrbiMed Capital GP VII LLC have filed an Amendment No. 6 to their Schedule 13D, reporting a decrease in their beneficial ownership of Passage BIO, Inc. common stock to 10.7% following recent share sales.

Worse than expectedThe filing indicates that the beneficial ownership of the Reporting Persons decreased by more than 1%, suggesting a reduction in confidence or a strategic divestment by a significant institutional investor.The sales occurred at relatively low share prices, which could reflect a negative outlook on the stock's immediate future or a need for liquidity.

Summary

OrbiMed Advisors LLC and OrbiMed Capital GP VII LLC (the "Reporting Persons") filed Amendment No. 6 to their Schedule 13D regarding Passage BIO, Inc.
The filing indicates a decrease in beneficial ownership of Passage BIO common stock by more than 1%.
As of the filing date, the Reporting Persons beneficially own 6,650,000 shares, representing approximately 10.7% of Passage BIO's outstanding common stock.
This percentage is based on 62,148,274 outstanding shares as reported by Passage BIO on April 16, 2025.
The decrease resulted from sales by OrbiMed Private Investments VII, LP (OPI VII) between April 15, 2025, and April 24, 2025.
Specific sales include: 10,326 shares at $0.38 on April 15; 61,638 shares at $0.33 on April 16; 77,090 shares at $0.33 on April 17; 78,049 shares at $0.34 on April 22; 89,328 shares at $0.34 on April 23; and 68,195 shares at $0.32 on April 24.

Sentiment

Score: 3

Explanation: The sentiment is negative as a significant institutional investor has reduced its stake in the company, indicating a potential loss of confidence or a strategic divestment. While the filing is factual, the action itself is generally perceived negatively by the market.

Negatives

OrbiMed Advisors and OrbiMed Capital GP VII LLC have reduced their beneficial ownership in Passage BIO, Inc. by more than 1%.
The current beneficial ownership stands at 10.7%, down from a previously higher percentage.
The sales occurred at relatively low share prices, ranging from $0.32 to $0.38 per share.

Risks

The Reporting Persons may acquire or dispose of additional shares in the future based on various factors, including market conditions and the Issuer's performance, which could lead to further volatility in the stock.
The Issuer's stock price could be negatively impacted by a significant investor reducing their stake.

Future Outlook

The Reporting Persons intend to periodically review their investment in Passage BIO, Inc. based on various factors including the Issuer's business, financial condition, market conditions, and other investment opportunities. They may acquire additional shares or dispose of existing shares in the future, either in the open market or through privately negotiated transactions, depending on their assessment.

Management Comments

"The undersigned hereby agree that Amendment No. 6 to the Statement on Schedule 13D, dated April 22, 2025, with respect to the common stock of Passage BIO, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended."
"Each of the undersigned agrees to be responsible for the timely filing of this Amendment No. 6, and for the completeness and accuracy of the information concerning itself contained therein."

Industry Context

This filing reflects a significant institutional investor's decision to reduce its stake in a biotechnology company. Such actions can be influenced by specific company performance, broader market sentiment towards the biotech sector, or portfolio rebalancing strategies. While not explicitly stated, a reduction in a major investor's stake could signal a re-evaluation of the company's prospects within the competitive and capital-intensive biotechnology industry.

Stakeholder Impact

Shareholders: May perceive the reduction in stake by a major investor as a negative signal, potentially leading to decreased investor confidence and downward pressure on the stock price.

Next Steps

The Reporting Persons will continue to review their investment in Passage BIO, Inc.
They may acquire or dispose of additional shares in the future based on their ongoing assessment of the Issuer and market conditions.
The Reporting Persons undertake to provide full information regarding the number of shares sold at each separate price upon request by the SEC staff or the Issuer.

Key Dates

Date	Description
2019-08-21	Date of the Amended and Restated Investors' Rights Agreement between OPI VII, Worldwide Healthcare Trust PLC, certain other stockholders, and Passage BIO, Inc.
2020-03-09	Original filing date of the Statement on 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.
2025-04-15	Date OrbiMed Private Investments VII, LP (OPI VII) sold 10,326 shares at $0.38 per share.
2025-04-16	Date OPI VII sold 61,638 shares at $0.33 per share; also the date of the Issuer's Definitive Proxy Statement on Schedule 14A, which stated 62,148,274 outstanding shares.
2025-04-17	Date OPI VII sold 77,090 shares at $0.33 per share.
2025-04-22	Date of event which requires filing of this Amendment No. 6; OPI VII also sold 78,049 shares at $0.34 per share.
2025-04-23	Date OPI VII sold 89,328 shares at $0.34 per share.
2025-04-24	Date OPI VII sold 68,195 shares at $0.32 per share.
2025-04-25	Execution date of the Joint Filing Agreement and filing date of Amendment No. 6 to Schedule 13D.

Recommendation

hold

Keywords

Passage BIO Inc., OrbiMed Advisors, OrbiMed Capital GP VII LLC, Schedule 13D/A, Beneficial Ownership, Common Stock, Share Sales, Institutional Investor, Biotechnology, SEC Filing

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