Remix Rises: Biotech Merger Creates New RNA Powerhouse From Passage's Shell

PHILADELPHIA and WATERTOWN, Mass. – June 24, 2026 – In a move that underscores the brutal realities and strategic pivots of the biotechnology sector, Passage Bio, a company once dedicated to gene therapies for neurodegenerative diseases, today announced it will merge with the private, clinical-stage Remix Therapeutics. The all-stock transaction is, in essence, a reverse merger that will see Remix take over Passage Bio's public listing on Nasdaq, flush with a new $100 million in financing and a mission to conquer cancer by reprogramming RNA.

The combined company will operate under the Remix Therapeutics name and trade under the ticker “RMTX.” While the deal provides a path forward, it comes at a steep price for existing Passage Bio investors. They will be left with a mere 7% stake in the new entity, with Remix stockholders and new investors commanding the remaining 93%. It’s a stark illustration of how the market values future promise over a struggling past.

The Phoenix Play for Passage Bio

For Passage Bio, this merger is the culmination of a “thorough evaluation of strategic alternatives,” a common euphemism in the industry for a company facing a dead end. Its focus on gene therapies, including its lead candidate PBFT02 for frontotemporal dementia, had failed to deliver the momentum needed to sustain investor confidence. Recent filings confirm the company is terminating key manufacturing and collaboration agreements related to its pipeline, effectively shuttering its former mission.

“We are thrilled to have identified Remix as the ideal partner for this transaction,” said Will Chou, M.D., President and CEO of Passage Bio, in a statement. He argued the combination “delivers compelling value for Passage Bio stockholders, providing meaningful participation in a clinical-stage company with a well-defined path to pivotal data.”

This “meaningful participation,” however, is a sliver of a new enterprise. The deal structure essentially transforms Passage Bio into a cash-and-listing vehicle for Remix. For shareholders who bought into the promise of curing neurodegenerative diseases, the pivot to an entirely different company and therapeutic area is a difficult pill to swallow. Their remaining hope for value from Passage’s original assets now rests on a Contingent Value Right (CVR). This CVR entitles them to a portion of potential future proceeds from Passage's out-licensed pediatric gene therapy assets. However, these CVRs are non-transferable, unlisted, and carry no guarantee of ever paying out, making them a highly speculative consolation prize.

“It’s a classic reverse merger scenario,” commented one biotech market analyst. “The public company has a stock listing and some cash, but a challenged pipeline. The private company has exciting science but needs capital and a faster route to the public markets than a traditional IPO. It’s a marriage of convenience, but the shareholders of the public shell are almost always heavily diluted.”

A New RNA Powerhouse on the Horizon

While the deal marks an end for Passage Bio as it was, it signals a powerful beginning for Remix Therapeutics. The concurrent, oversubscribed $100 million private placement, led by Decheng Capital, is a resounding vote of confidence from sophisticated biotech investors. This war chest is expected to fund the company into 2028, a crucial runway that will allow it to pursue key clinical milestones without the near-term pressure of fundraising.

At the heart of the excitement is Remix’s REMaster™ technology platform and its lead candidate, REM-422. The company is a pioneer in modulating RNA processing with orally available small molecules. Instead of targeting proteins directly, Remix’s drugs are designed to control how genetic instructions are read and processed, effectively correcting disease drivers at their source.

REM-422 targets MYB, a transcription factor implicated in a range of cancers that has long been considered “undruggable” by conventional methods. By inducing the degradation of MYB mRNA, REM-422 shuts down the production of the cancer-driving protein. Early Phase 1 data in Adenoid Cystic Carcinoma (ACC), a rare and aggressive cancer with few effective treatments, has been particularly impressive, showing a 43% objective response rate in biomarker-positive patients at the dose now being used in a registrational Phase 2 trial.

“This transaction marks a transformative step for Remix as we advance our mission to reprogram RNA processing and unlock a new class of medicines,” said Peter Smith, Ph.D., Co-Founder and CEO of Remix, who will lead the combined company. “We are exceptionally well-positioned to accelerate a pipeline of RNA-targeted small-molecule therapies led by REM-422... we are focused on rapidly translating our breakthrough science into differentiated therapies for patients who urgently need better options.”

With REM-422 also in trials for Acute Myeloid Leukemia (AML) and high-risk myelodysplastic syndrome (HR-MDS), and with both Orphan Drug and Fast Track designations from the FDA, Remix has a clear and aggressive clinical path forward. The new funding will not only support these trials but also advance a broader discovery pipeline built on the same promising technology.

A Sign of the Times

The Passage-Remix merger is not happening in a vacuum. It is emblematic of a wider trend in the biotech capital markets. In a tough environment for initial public offerings, reverse mergers have become a go-to strategy for high-potential private companies to gain access to public capital. It is a symbiotic, if sometimes brutal, culling of the herd, where struggling public biotechs provide the vehicle for the next wave of innovation.

The deal also highlights the immense scientific and commercial interest in RNA-targeted therapies. While first-generation RNA drugs were often large, injectable molecules, the field is rapidly advancing toward small molecules that can be taken as a pill, offering significant advantages in convenience and patient access. Remix and its REMaster™ platform are at the vanguard of this movement.

With the transaction expected to close in the fourth quarter of 2026, all eyes will turn to the new Remix Therapeutics. Led by Dr. Smith and a board bolstered by key investors, the company is now armed with the capital, public platform, and scientific foundation to make a significant impact. The next major test will come in 2027, when the company expects to deliver several clinical readouts for REM-422, potentially validating its novel approach and offering new hope for patients with hard-to-treat cancers.