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(Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d)OF THESECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedMarch 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THESECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________Commission File Number:001-39231 PASSAGE BIO,INC.(Exact Name of Registrant as Specified in its Charter) Delaware(State or other jurisdiction ofincorporation or organization)One Commerce Square2005 Market Street, 39thFloorPhiladelphia,PA(Address of principal executive offices) 82-2729751(I.R.S. EmployerIdentification No.) 19103(Zip Code) Registrant’s telephone number, including area code: (267)866-0311 Securities registered pursuant to Section12(b)of the Act: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or15(d)of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that theregistrant 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 tobe submitted pursuant to Rule405 of Regulation S-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-acceleratedfiler, a smaller reporting company, or an emerging growth company. See the definitions of “large acceleratedfiler,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of theExchange Act. Large accelerated filer◻Non-accelerated filer☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant toSection13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒ As of May 8, 2025, the registrant had62,148,274shares of common stock, $0.0001 par value per share,outstanding. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements. All statements other thanstatements of historical facts contained in this Quarterly Report are forward-looking statements. Insome cases, 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 these terms or other similar expressions, although not all forward-looking statements contain these words.All statements other than statements of historical fact contained in this Quarterly Report, includingwithout limitation statements regarding our plans to develop and commercialize our productcandidates, the timing and results of our ongoing or planned preclinical studies and clinical trials,risks associated with clinical trials, including our ability to adequately manage clinical activities,unexpected concerns that may arise from additional data or analysis obtained during clinical trials, thetiming of and our ability to obtain and maintain regulatory approvals, the clinical utility of ourproduct candidates, our commercialization, marketing and manufacturing capabilities and strategy,our expectations about the willingness of healthcare professionals to use our product candidates, thetiming, or amount, of receipt of any potential future milestone and royalty payments, the sufficiencyof our cash and cash equivalents, general economic, industry and market conditions, includingfluctuating interest rates and inflation, potential tariffs, a potential federal government shutdown,instability in the global banking system, and the plans and objectives of management for futureoperations and capital expenditures are forward-looking statements. The forward-looking statements in this Quarterly Report are only predictions and are based largely onour current expectations and projections about future events and financial trends that we believe mayaffect our business, financial condition and results of operations. These forward-looking statementsspeak only as of the date of this Quarterly Report and are subject to a number of known and unknownrisks, uncertainties and assumptions, including those described under the sections in this QuarterlyReport entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Conditionand Results of Operations” and elsewhere in this Quarterly Report. Because forward-looking statements are inherently subject to risks and uncertainties, some of whichcannot be predicted or quantified