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Insider buying: On 22-24 Jul 2025, 10% owner Lynx1 Capital Management LP, through Lynx1 Master Fund LP, bought a total of 128,848 Passage Bio (PASG) common shares in open-market transactions coded 鈥淧鈥�. Weighted-average prices were $5.4361 (13,123 sh), $5.7408 (49,302 sh) and $5.7127 (66,423 sh), implying an aggregate cash outlay of roughly $0.72 million.

After the purchases, Lynx1鈥檚 indirect holding grew from 462,848 to 591,696 shares, a ~28% increase. The totals already reflect Passage Bio鈥檚 1-for-20 reverse stock split effective 14 Jul 2025. No derivative securities were reported.

Weston Nichols, sole member of the investment manager鈥檚 GP, and the manager itself each disclaim beneficial ownership beyond their pecuniary interests.

OrbiMed Advisors LLC and OrbiMed Capital GP VII LLC filed Amendment No. 9 to Schedule 13D for Passage Bio (PASG). Following a 1-for-20 reverse split effective 14 Jul 2025, the funds sold 104,049 shares on 21-23 Jul 2025 at $5.51-$5.78 per share, trimming their position to 132,473 shares, or 4.25 % of PASG鈥檚 3,120,295 shares outstanding. Falling below the 5 % reporting threshold makes this an exit filing for the group.

• Current power: 0 sole voting/dispositive; 132,473 shared voting/dispositive.
• Sellers: OrbiMed Private Investments VII, LP (OPI VII); OrbiMed GP is the GP of OPI VII and OrbiMed Advisors is the managing member of OrbiMed GP.
• Intent: OrbiMed will continuously review its investment and may buy or sell PASG shares depending on market conditions; no concrete corporate action plans were disclosed.
• Investor Rights: Registration, demand, piggy-back and Form S-3 rights under an amended & restated Investors鈥� Rights Agreement dated 21 Aug 2019 remain in force.

The filing signals that a long-time biotech-focused shareholder has materially reduced its stake, modestly increasing PASG鈥檚 public float and potentially altering future voting dynamics.

Form 144 filing 鈥� Passage Bio, Inc. (PASG)

Investment fund OrbiMed Private Investments VII, LP intends to sell 132,645 common shares through Themis Trading LLC on or about 21 Jul 2025. The indicated aggregate market value is $737,506, implying an average price of roughly $5.56 per share. The block equals about 4.3 % of the 3,120,295 shares outstanding disclosed in the notice.

The same holder has already disposed of 1,142,565 shares in the past three months across 15 transactions, realising total gross proceeds of approximately $702,867. Combining completed and proposed sales, OrbiMed has moved or plans to move roughly 41 % of the reported outstanding share count, signalling an ongoing reduction of its stake that could add selling pressure to PASG shares.

No operational, earnings or strategic updates accompany the notice. The filer represents that it possesses no non-public material adverse information.

Amendment No. 8 to Schedule 13D shows that OrbiMed Advisors LLC and OrbiMed Capital GP VII LLC have reduced their Passage Bio (PASG) holding.

• After the 1-for-20 reverse split effective 14 Jul 2025, OrbiMed controls 243,878 common shares, or 7.82 % of PASG鈥檚 3.12 m shares outstanding.
• The position is owned through OrbiMed Private Investments VII, LP; both OrbiMed entities share voting & dispositive power.
• Decline in ownership (>1 pp) stems from a series of open-market sales between 24 Jun-17 Jul 2025: 86k+ shares sold at $0.33-$0.48 pre-split and $5.83-$6.77 post-split.
• No plans for corporate actions were announced; OrbiMed may buy or sell further based on market conditions.

Despite trimming the stake, OrbiMed remains a major shareholder with registration rights under the 2019 Investors鈥� Rights Agreement, maintaining potential influence over PASG鈥檚 strategic direction.

Passage Bio, Inc. (PASG) has executed a material corporate action by approving and implementing a 1-for-20 reverse stock split of its common stock. The company filed a Certificate of Amendment with the Delaware Secretary of State on 11 July 2025 to amend its Amended and Restated Certificate of Incorporation. The split will become effective at 12:01 a.m. (ET) on 14 July 2025 and the shares will begin trading on a split-adjusted basis the same day under a new CUSIP number, 702712 209.

The board鈥檚 decision follows prior stockholder authorization (May 28, 2025) that granted discretion for a reverse split ratio between 1-for-5 and 1-for-50; on 26 June 2025 the board selected the 1-for-20 ratio. Immediately prior to the split, approximately 62,405,898 shares were outstanding; post-split, this number will be approximately 3,120,295.

Key mechanics include: every 20 shares automatically combine into one share; no fractional shares will be issued鈥攁mounts will be rounded up to the nearest whole share. The action does not affect the par value, authorized share count, voting rights, or relative ownership percentages, though proportionate adjustments will be made to all outstanding equity awards and share reserve plans.

A press release announcing the action is filed as Exhibit 99.1. Additional documentation includes the full Certificate of Amendment (Exhibit 3.1) and related XBRL cover data (Exhibit 104).

Amendment No. 7 to Schedule 13D reveals that OrbiMed Advisors LLC and OrbiMed Capital GP VII LLC, through OrbiMed Private Investments VII, LP ("OPI VII"), now beneficially own 5,923,534 Passage Bio (PASG) common shares, equal to 9.5 % of the 62.15 million shares outstanding. The update is required because the group鈥檚 ownership fell more than one percentage point since the prior amendment.

Share-sale activity: Between 24 June and 9 July 2025, OPI VII sold an aggregate 726,466 shares in open-market transactions at prices ranging from $0.33 to $0.48 per share. The largest daily sale was 231,600 shares on 24 June at $0.35. These disposals reduced the position to its current level.

OrbiMed retains shared voting and dispositive power over the entire 5.9 million-share stake via OPI VII. No other concrete plans鈥攕uch as seeking board seats, launching a merger, or altering Passage Bio鈥檚 capital structure鈥攁re disclosed, but the filing states that OrbiMed will continue to monitor the company and may buy or sell shares as market conditions warrant.

Key take-aways for investors:

• A prominent life-sciences investor has trimmed its holding yet remains Passage Bio鈥檚 largest known shareholder.
• Sales occurred at prices well below $1, highlighting persistent share-price weakness.
• With 9.5 % ownership, OrbiMed still has potential influence, but the reduced stake may lessen alignment incentives.

Form 144 filing for Passage Bio, Inc. (PASG) discloses that OrbiMed Private Investments VII, LP intends to sell 259,000 common shares through broker Themis Trading LLC on or after 07 / 07 / 2025. The shares have an aggregate market value of $112,147, implying a price of roughly $0.43 per share. With 62,148,274 shares outstanding, the proposed sale represents about 0.42 % of the float.

The filing also lists OrbiMed鈥檚 prior activity: over the past three months the fund sold approximately 979,326 PASG shares across ten transactions, generating gross proceeds of roughly $278,000 (figure derived from the line items provided). Shares being sold were originally acquired in the company鈥檚 03 / 03 / 2020 IPO.

Key take-aways for investors

• The transaction is relatively small in percentage terms, suggesting limited direct dilution or price impact.
• However, continued divestment by a long-time institutional holder may signal portfolio rebalancing or diminished conviction and could add technical selling pressure.
• The Form 144 confirms the seller attests to having no undisclosed adverse information.

Passage Bio (NASDAQ:PASG) filed a Form 4 showing that 10% owner OrbiMed Advisors, via OrbiMed Private Investments VII, sold 583,657 common shares on 24-26 Jun 2025 at an average price near $0.34.

The disposals cut OrbiMed鈥檚 indirect stake from roughly 6.65 million to 6.06 million shares, a reduction of about 8.8% of its holdings, yielding proceeds of approximately $0.20 million. No derivative trades were reported and the Rule 10b5-1 plan box was left unchecked.

• OrbiMed remains a 鈮�10% beneficial owner.
• The firm disclaims beneficial ownership beyond pecuniary interest.

Sizable sales by a controlling holder can weigh on sentiment despite the modest dollar amount.