0001787297false00017872972022-03-032022-03-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 3, 2022

PASSAGE BIO, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39231

82-2729751

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

One Commerce Square
2005 Market Street, 39th Floor
Philadelphia, PA

19103

(Address of principal executive offices)

(Zip Code)

(267) 866-0311

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 Par Value Per Share

PASG

The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02 Results of Operations and Financial Condition.

On March 3, 2022, Passage Bio, Inc. issued a press release announcing its financial results for the year ended December 31, 2021. A copy of the press release is attached as Exhibit 99.1 to this report.

The information in this Item 2.02, including Exhibit 99.1 to this report, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The information contained in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be incorporated by reference into any other filing under the Exchange Act or under the Securities Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

  

Description

99.1

  

Press release issued by Passage Bio, Inc. regarding its financial results for the year ended December 31, 2021, dated March 3, 2022.

104

Cover Page Interactive Data File (formatted as Inline XBRL).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

PASSAGE BIO, INC.

Date: March 3, 2022

 

 

 

By:

 

/s/ Simona King

 

 

 

 

 

 

Simona King

 

 

 

 

 

 

Chief Financial Officer

3

Exhibit 99.1

Passage Bio Reports Fourth Quarter and Full-Year 2021 Financial Results and Provides Recent Business Highlights

-

Presented positive interim biomarker, safety and efficacy data, including gains in developmental milestones, for Cohort 1 patients in Imagine-1 clinical trial for GM1 gangliosidosis

-

Dosed first patients in Cohorts 2 (late infantile, high dose) and 3 (early infantile, low dose) in Imagine-1 trial; interim data for both cohorts expected in second half of 2022

-

Continue to advance and expand robust and differentiated CNS pipeline in partnership with the University of Pennsylvania’s Gene Therapy Program

-

Ended 2021 with strong cash position; cash on hand to fund operations to year-end 2023

-

Management to host conference call today at 8:30 a.m. ET

Philadelphia, PA – March 3, 2022 – Passage Bio, Inc. (Nasdaq: PASG), a clinical-stage genetic medicines company focused on developing transformative therapies for central nervous system (CNS) disorders, today reported financial results for the fourth quarter and full year ended December 31, 2021 and provided recent business highlights.

“Our focus continues to be on executing across our three clinical programs, and we are pleased to report that we have already achieved one of our key goals with the dosing of the first patients in Cohorts 2 and 3 for the Imagine-1 clinical trial for GM1 gangliosidosis,” said Bruce Goldsmith, Ph.D., president and chief executive officer, Passage Bio. “We advanced to the additional cohorts following positive interim safety, biomarker and efficacy data for Cohort 1. We look forward to enrolling additional patients across all our clinical studies and providing more data throughout 2022, including initial biomarker and safety data from Cohorts 2 and 3 in Imagine-1 in the second half of the year.

“We are also excited to advance our robust and differentiated CNS pipeline in partnership with Penn’s Gene Therapy Program,” Dr. Goldsmith added. “We are employing a diversified portfolio strategy spanning pediatric and adult CNS indications, both rare and large, to create sustained value. Toward the end of last year, we announced the exercising of options for Canavan and Huntington’s Disease with the Gene Therapy Program, strengthening our pipeline to include nine programs in addition to our ongoing exploratory research programs in Alzheimer’s Disease and temporal lobe epilepsy. We look forward to sharing more information and data on our pipeline programs throughout 2022.”

Recent Highlights:

Imagine-1 for GM1 gangliosidosis and GALax-C for Krabbe Disease Highlighted at the 18th Annual WORLDSymposium in February:

o

Passage Bio presented new clinical data, including developmental gains, for Cohort 1 patients in the Imagine-1 clinical trial for GM1 gangliosidosis (GM1) in a late-breaking science presentation at the scientific conference. This presentation followed the positive interim safety and biomarker data first shared by the company in December 2021.

o

Podium presentations were also delivered on the clinical trial designs for Imagine-1 and GALax-C.


Dosed first patients in Cohorts 2 (late infantile, high dose) and 3 (early infantile, low dose) of the Imagine-1 clinical trial in early 2022: This followed an Independent Data Monitoring Committee (IDMC) recommendation to proceed in December 2021 following Cohort 1 interim data results.
Continuing to activate clinical sites in multiple countries to support three ongoing global clinical programs: To date, the company has activated clinical sites in the United States, Brazil, Canada, UK and Netherlands for its three clinical programs.
Expanded and further diversified CNS pipeline with two additional options with University of Pennsylvania’s Gene Therapy Program (GTP) in December 2021: Passage Bio enhanced its CNS pipeline with programs for Canavan and Huntington’s disease, bringing Passage Bio’s total licensed options to nine, alongside exploratory research programs in Alzheimer’s disease and Temporal Lobe Epilepsy. Under this strategic collaboration with GTP, Passage Bio’s pipeline includes five pediatric and four adult, monogenic CNS programs, three of which are currently in clinical development, and eight options remain.

Anticipated Upcoming Milestones:

Dose first patients in Phase 1/2 studies for Krabbe disease and FTD-GRN in early 2022. Additional clinical data milestone timing to be provided following dosing of first patients.
Submit Investigational New Drug application for Phase 1/2 clinical program for PBML04 (metachromatic leukodystrophy) in mid-2022.
Present interim safety and biomarker data for Cohorts 2 (late infantile, high dose) and 3 (early infantile, low dose) for Imagine-1 clinical trial for GM1 in 2H 2022.
Advance pipeline programs for amyotrophic lateral sclerosis, Charcot-Marie-Tooth Type 2A, Parkinson’s disease, Canavan disease and Huntington’s disease.
Evaluate new product candidate programs with GTP to continue to expand pipeline in 2022.
Operationalize new pilot manufacturing suite by year-end 2022 at the Princeton West Innovation Campus in Hopewell, N.J., for scale-up capability to support R&D pipeline as well as future development plans.

Fourth Quarter and Full-Year 2021 Financial Results

Cash Position: Cash, cash equivalents and marketable securities were $315.8 million as of December 31, 2021, as compared to $304.8 million as of December 31, 2020. The Company expects current cash, cash equivalents and marketable securities to fund operations to year-end 2023.
Research and Development (R&D) Expenses: R&D expenses were $33.0 million for the quarter ended December 31, 2021, and $117.7 million for the year ended December 31, 2021, compared to $27.9 million and $81.8 million for the same quarter and year in 2020.
General and Administrative (G&A) Expenses: G&A expenses were $17.2 million for the quarter ended December 31, 2021, and $60.1 million for the year ended December 31, 2021, compared to $10.1 million and $30.1 million for the same quarter and year in 2020.
Net Loss: Net loss was $51.2 million, or a net loss of $0.95 per basic and diluted share, for the quarter and $185.4 million, or a net loss of $3.48 per basic and diluted share, for the year ended December 31, 2021, compared to $38.9 million, or a net loss of $0.85 per basic and diluted share, for the quarter and $112.2 million, or a net loss of $2.91 share, for the year ended December 31, 2020.

Conference Call Details

Passage Bio will host a conference call and webcast today at 8:30 a.m. ET. To access the live conference call, please dial 833-528-0605 (domestic) or 830-221-9711 (international) and reference conference ID number 4137048. A live audio webcast of the event will be available on the Investors & News section of Passage Bio’s website at investors.passagebio.com. The archived webcast will be available on Passage Bio’s website approximately two hours after the completion of the event and for 30 days following the call.

About Passage Bio

At Passage Bio (Nasdaq: PASG), we are on a mission to provide life-transforming genetic medicines for patients with CNS diseases that replace their suffering with boundless possibility, all while building lasting relationships with the communities we serve. Based in Philadelphia, PA, our company has established a strategic collaboration and licensing agreement with the renowned University of Pennsylvania’s Gene Therapy Program to conduct our discovery and IND-enabling preclinical work. This provides our team with enhanced access to a broad portfolio of gene therapy candidates and future gene therapy innovations that we then pair with our deep clinical, regulatory, manufacturing and commercial expertise to rapidly advance our robust pipeline of optimized gene therapies into clinical testing. As we work with speed and tenacity, we are always mindful of patients who may be able to benefit from our therapies. More information is available at www.passagebio.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to: our expectations about timing and execution of anticipated milestones, including initiation of clinical trials and the availability of clinical data from such trials; our expectations about our collaborators’ and partners’ ability to execute key initiatives; our expectations about manufacturing plans and strategies; our expectations about cash runway; and the ability of our lead product candidates to treat their respective target monogenic CNS disorders. These forward-looking statements may be accompanied by such words as “aim,” “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “might,” “plan,” “potential,” “possible,” “will,” “would,” and other words and terms of similar meaning. These statements involve risks and uncertainties that could cause actual results to differ materially from those reflected in such statements, including: our ability to develop and obtain regulatory approval for our product candidates; the timing and results of preclinical studies and clinical trials; risks associated with clinical trials, including our ability to adequately manage clinical activities, unexpected concerns that may arise from additional data or analysis obtained during clinical trials, regulatory authorities may require additional information or further studies, or may fail to approve or may delay approval of our drug candidates; the occurrence of adverse safety events; the risk that positive results in a preclinical study or clinical trial may not be replicated in subsequent trials or success in early stage clinical trials may not be predictive of results in later stage clinical trials; failure to protect and enforce our intellectual property, and other proprietary rights; our dependence on collaborators and other third parties for the development and manufacture of product candidates and other aspects of our business, which are outside of our full control; risks associated with current and potential delays, work stoppages, or supply chain disruptions caused by the coronavirus pandemic; and the other risks and uncertainties that are described in the Risk Factors section in documents the company files from time to time with the Securities and Exchange Commission (SEC), and other reports as filed with the SEC. Passage Bio undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.


For further information, please contact:

Passage Bio Investors:

Stuart Henderson

Passage Bio

267-866-0114

[email protected]

Passage Bio Media:

Gwen Fisher

Passage Bio

215-407-1548

[email protected]


Passage Bio, Inc.

Balance Sheets

December 31,

(in thousands, except share data)

    

2021

    

2020

Assets

 

  

 

  

Current assets:

 

  

 

  

Cash and cash equivalents

$

128,965

$

135,002

Marketable securities

186,808

169,815

Prepaid expenses and other current assets

 

1,726

 

1,405

Prepaid research and development

 

7,567

 

10,961

Total current assets

 

325,066

 

317,183

Property and equipment, net

 

23,806

 

2,795

Other assets

 

6,204

 

8,029

Total assets

$

355,076

$

328,007

Liabilities and stockholders’ equity

 

 

  

Current liabilities:

 

 

  

Accounts payable

$

9,448

$

5,265

Accrued expenses and other current liabilities

 

20,050

 

15,910

Total current liabilities

 

29,498

 

21,175

Deferred rent

 

6,921

 

2,077

Other liabilities

 

 -

 

41

Total liabilities

 

36,419

 

23,293

Commitments and Contingencies

 

 

  

Stockholders’ equity:

 

 

  

Common stock, $0.0001 par value: 300,000,000 shares authorized; 54,244,996 shares issued and 54,244,996 shares outstanding at December 31, 2021 and 45,917,084 shares issued and 45,614,807 shares outstanding at December 31, 2020

 

5

 

4

Additional paid-in capital

 

675,346

 

475,617

Accumulated other comprehensive income (loss)

(413)

(12)

Accumulated deficit

 

(356,281)

 

(170,895)

Total stockholders’ equity

 

318,657

 

304,714

Total liabilities and stockholders’ equity

$

355,076

$

328,007


Passage Bio, Inc.

Statements of Operations and Comprehensive Loss

Year Ended December 31, 

(in thousands, except share and per share data)

    

2021

    

2020

Operating expenses:

  

 

  

Research and development

$

117,673

$

81,788

Acquired in-process research and development

 

8,000

 

1,000

General and administrative

 

60,056

 

30,114

Loss from operations

 

(185,729)

 

(112,902)

Interest income, net

 

343

 

670

Net loss

$

(185,386)

$

(112,232)

Per share information:

 

  

 

  

Net loss per share of common stock, basic and diluted

$

(3.48)

$

(2.91)

Weighted average common shares outstanding, basic and diluted

 

53,343,959

 

38,615,967

Comprehensive loss:

Net loss

$

(185,386)

$

(112,232)

Unrealized gain (loss) on marketable securities

(401)

(12)

Comprehensive loss

$

(185,787)

$

(112,244)