Biotech Merger Fuels Innovation
Remix Therapeutics Acquires Passage Bio in Merger, Securing $100M for Cancer Therapy Development
Key Points
The merger is described as a reverse merger, with Remix Therapeutics absorbing Passage Bio and the combined company expected to list on Nasdaq under the ticker RMTX.
The concurrent private placement is oversubscribed and is expected to raise about $100 million, led by Decheng Capital, with participation from Lynx1 Capital Management, Forge Life Science Partners, and other existing investors.
REM-422 is an orally available mRNA degrader targeting MYB; the deal contemplates data milestones including a registrational Phase 2 readout in Adenoid Cystic Carcinoma and Phase 1 data in Acute Myeloid Leukemia or high-risk MDS.
The combined entity’s cash and cash equivalents at closing, including proceeds from the private placement, are expected to fund operations into 2028 and provide runway through key clinical milestones.
Passage Bio and Remix Therapeutics announced an all-stock reverse merger on June 24, 2026, that will take Remix public on Nasdaq under the ticker RMTX. The deal values Remix at $226 million and is backed by a $100 million private placement led by Decheng Capital, giving the combined company a cash runway into 2028, according to GlobeNewswire.
Pre-merger Remix shareholders will own 93% of the new company. Passage Bio shareholders will keep just 7%. Remix CEO Peter Smith, Ph.D., called the deal "transformative" and said it positions the company "to lead in the new category of RNA targeted therapeutics," Fierce Biotech reported.
FDA Rejection Pushed Passage Bio Into Exit Mode
Passage Bio's path to this deal began with a regulatory blow. In April 2026, the FDA refused to accept a single-arm trial for PBFT02, the company's lead gene therapy for frontotemporal dementia. Passage Bio shares fell 37% that day. The company immediately began a "review of strategic alternatives," Fierce Biotech reported.
By May 2026, Passage Bio had laid off 75% of its staff — 18 employees — to preserve cash during the review. The FDA's demand for a full randomized trial made the cost of reaching market too high for a company its size. The merger effectively ends Passage Bio's gene therapy work. Legacy shareholders will receive Contingent Value Rights, or CVRs, which could pay out if Passage Bio's old drug programs hit future milestones, according to StreetInsider.
Remix's Cancer Drug Posted Striking Early Results at ASCO
Remix's lead drug, REM-422, targets MYB — a protein long considered "undruggable" — by degrading the mRNA that makes it. The drug is taken by mouth. At the ASCO Annual Meeting in May 2026, Remix released Phase 1 data showing a 43% overall response rate in biomarker-positive patients with Adenoid Cystic Carcinoma, a rare salivary gland cancer with no approved treatments. The disease control rate was 100%, and some responses lasted more than a year, according to GlobeNewswire.
The FDA granted REM-422 Fast Track designation for recurrent or metastatic ACC in March 2026. Dr. Renata Ferrarotto of MD Anderson Cancer Center called the results "encouraging anti-tumor activity" in a disease with no good options. The combined company plans to reach a registrational Phase 2 readout in ACC and Phase 1 data in Acute Myeloid Leukemia by mid-2027, per Stock Titan.
$100 Million Oversubscribed Round Anchors the Deal
The private placement is oversubscribed, meaning demand from investors exceeded the $100 million target. Decheng Capital led the round. Other participants include Lynx1 Capital Management, Forge Life Science Partners, The Column Group, Foresite Capital, and Atlas Venture. Decheng partner Peter Colabuono will join the combined company's board of directors, according to Stock Titan.
The financing will close just before the merger itself closes. That timing ensures the combined company has cash in hand at the moment the deal is done. The merger is expected to close in the fourth quarter of 2026, pending shareholder approval, Investing.com reported.
Reverse Mergers Are Reshaping How Biotechs Go Public in 2026
This deal is the 10th reverse merger in biotech so far in 2026, according to Endpoints News. In a reverse merger, a private company with strong data absorbs a struggling public company to gain its stock listing and remaining cash — without going through a traditional IPO. Analysts at Stock Titan described Passage Bio as a "cash-and-listing vehicle" for Remix in this transaction.
Passage Bio was once seen as a flagship gene therapy company, co-founded by gene therapy pioneer Jim Wilson. Its fall and this merger illustrate how quickly the regulatory environment can shift a company's fate. Passage Bio CEO William Chou said the deal "delivers compelling value" after a "comprehensive evaluation of strategic alternatives," per Fierce Biotech. But with only 7% ownership going to legacy shareholders, some investors face steep losses from where the stock once traded.
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