Passage Bio and Remix Therapeutics Announce Merger to Advance REM-422, an Oral mRNA Degrader Targeting MYB in Cancer
核心洞察
Passage Bio and Remix Therapeutics (搜索) have entered into a definitive all-stock merger agreement, with the combined company operating as Remix Therapeutics and trading on Nasdaq under "RMTX."
Remix's lead program, REM-422, is an orally available mRNA degrader targeting the historically undruggable transcription factor MYB (搜索), currently in Phase 1/2 trials for ACC, AML, and HR-MDS.
A concurrent oversubscribed $100 million private placement led by Decheng Capital (搜索) is expected to fund operations into 2028, supporting multiple clinical readouts for REM-422 in 2027.
Passage Bio, Inc. and Remix Therapeutics (搜索), Inc. announced on June 24, 2026 that they have entered into a definitive merger agreement to combine in an all-stock transaction. Upon completion, the combined company will operate under the name Remix Therapeutics, Inc. and expects to trade on Nasdaq under the ticker symbol "RMTX." The announcement marks a transformative step for Remix as it advances its pipeline of novel small molecule therapies designed to reprogram RNA processing and address disease drivers at their origin.
In connection with the proposed merger, Remix has secured commitments for a concurrent oversubscribed private placement financing expected to result in total gross proceeds of approximately $100 million. The syndicate of investors is led by Decheng Capital (搜索), with participation from Lynx1 Capital Management, Forge Life Science Partners, existing investors, and other leading investment management firms. The combined company's cash and cash equivalents balance at closing, including the private placement proceeds, is anticipated to fund operations into 2028, providing runway through key clinical milestones.
"This transaction marks a transformative step for Remix as we advance our mission to reprogram RNA processing and unlock a new class of medicines with the strength of our seasoned team and support from leading biotechnology investors," said Peter Smith, Ph.D., Co-Founder and CEO of Remix. "We are exceptionally well-positioned to accelerate a pipeline of RNA-targeted small-molecule therapies led by REM-422, an orally available mRNA degrader targeting MYB (搜索), a historically undruggable transcription factor implicated across multiple cancers."
Will Chou, M.D., President and CEO of Passage Bio, noted: "Following a thorough evaluation of strategic alternatives, we are thrilled to have identified Remix as the ideal partner for this transaction. Remix has built a truly differentiated platform in RNA processing modulation, and REM-422's impactful Phase 1 data in ACC and strong execution of their ongoing registrational study in this underserved disease reflect the quality of their science and team."
REM-422: A First-in-Class Oral mRNA Degrader
REM-422 is a potent, selective, and oral small molecule mRNA degrader that induces the reduction of MYB (搜索) mRNA and subsequent protein expression. The drug functions by facilitating the incorporation of a poison exon in the MYB mRNA transcript, leading to nonsense-mediated decay of the transcript. MYB has long been considered a historically undruggable transcription factor, making REM-422's mechanism of action a notable scientific achievement.
REM-422 is currently being evaluated in Phase 1/2 clinical studies in both Adenoid Cystic Carcinoma (搜索) (ACC) and Acute Myeloid Leukemia (搜索) (AML) or high-risk myelodysplastic syndrome (搜索) (HR-MDS). The U.S. Food and Drug Administration has granted REM-422 Orphan Drug Designation for both ACC and AML, as well as Fast Track designation for ACC, underscoring the significant unmet medical need in these indications.
The combined company expects to deliver several clinical readouts for REM-422 in 2027, including data from the registrational Phase 2 trial in ACC and data from the Phase 1 trial in AML or HR-MDS, along with progression of Remix's broader discovery pipeline.
Transaction Structure and Leadership
Under the terms of the merger agreement, pre-merger Passage Bio shareholders are expected to own approximately 7% of the combined company, while pre-merger Remix stockholders, inclusive of those investors participating in the financing, are expected to own approximately 93%. The percentage is subject to adjustment based on the estimated amount of Passage Bio's net cash immediately prior to closing.
A contingent value right (CVR) will be distributed to Passage shareholders of record at the closing date, entitling holders to receive a pro rata portion of certain net proceeds from milestones associated with Passage Bio's out-licensed pediatric gene therapy pipeline assets. The CVRs will not be transferable, except in limited circumstances, will not be listed on any securities exchange, and will not bear interest.
The combined company will be led by Dr. Peter Smith as CEO, with Remix's Board of Directors becoming directors of the combined company, chaired by Matthew Patterson. Peter Colabuono of Decheng Capital (搜索) will join the Board of Directors in conjunction with the transaction.
The transaction has been unanimously approved by the Board of Directors of both companies and is expected to close in the fourth quarter of 2026, subject to customary closing conditions including stockholder approval from both companies and the effectiveness of a registration statement to be filed with the SEC.
The REMaster Platform
Remix Therapeutics (搜索)' REMaster technology platform leverages data science, biomolecular sciences, and chemistry approaches to identify orally administered compounds that modulate gene expression. This innovative therapeutic approach led to the discovery of REM-422 and underpins the company's broader pipeline of RNA processing modulators in oncology.