Passage BIO Inc 2024年度报告

Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act.Yes☐No☒ Indicate by check mark whether the issuer (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during thepreceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of theExchange Act. Largeacceleratedfiler☐Acceleratedfiler☐Non-accelerated filer☒Smallerreportingcompany☒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 orrevised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by anyof the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the ExchangeAct).Yes☐No☒ The aggregate market value of the common equity held bynon-affiliatesof the Registrant on June28, 2024 (the last business day of the Registrant’s second fiscalquarter), based upon the closing price of $0.79 of the Registrant’s common stock as reported on The Nasdaq Global Select Market, was approximately $48.9million. The number of shares of the registrant’s common stock outstanding as of February27, 2025, was62,148,274. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Definitive Proxy Statement (“Proxy Statement”) relating to the 2025 Annual Meeting of Stockholders will be filed with theCommission within 120 days after the end of the Registrant’s 2024 fiscal year and is incorporated by reference into Part III of this Report. Passage Bio,Inc. ANNUAL REPORT ON FORM10-K TABLE OF CONTENTS PagePARTI6ITEM1.Business6ITEM1A.Risk Factors36ITEM1B.Unresolved Staff Comments88ITEM1C.Cybersecurity89ITEM2.Properties91ITEM3.Legal Proceedings92ITEM4.Mine Safety Disclosures92PARTII93ITEM5.Market for Registrant’s Common Equity, Related Stockholder Matters, and IssuerPurchases of Equity Securities93ITEM6.[Reserved]93ITEM7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations94ITEM7A.Quantitative and Qualitative Disclosures About Market Risk106ITEM8.Financial Statements and Supplementary Data107ITEM9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure137ITEM9A.Controls and Procedures137ITEM9B.Other Information138ITEM9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections138PARTIII139ITEM10.Directors, Executive Officers, and Corporate Governance139ITEM11.Executive Compensation140ITEM12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters141ITEM13.Certain Relationships and Related Transactions, and Director Independence142ITEM14.Principal Accountant Fees and Services143PARTIV144ITEM15.Exhibits and Financial Statement Schedules144ITEM16.Form10-K Summary148Signatures149 CAUTIONARY NOTEREGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form10-K contains forward-looking statements. All statements other thanstatements of historical facts contained in this Annual Report are forward-looking statements. In somecases, you can identify forward-looking statements by terms such as “aim,” “may,” “will,” “should,”“expect,” “forecast,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,”“believe,” “estimate,” “predict,” “potential” or “continue” or the negative of the