Passage BIO Inc 2025年度报告

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☐No☒ 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 the preceding12months (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 past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be 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-accelerated filer, a smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act. 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 or revisedfinancial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ 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 filing reflect thecorrection 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 any of theregistrant’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 June30, 2025 (the last business day of the Registrant’s second fiscalquarter), based upon the closing price of $8.00 of the Registrant’s common stock as reported on The Nasdaq Capital Market, was approximately $25.4million. The number of shares of the registrant’s common stock outstanding as of February26, 2026, was 3,207,810. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Definitive Proxy Statement (“Proxy Statement”) relating to the 2026 Annual Meeting of Stockholders will be filed with the Commissionwithin 120 days after the end of the Registrant’s 2025 fiscal year and is incorporated by reference into Part III of this Report. Passage Bio,Inc. ANNUAL REPORT ON FORM10-K TABLE OF CONTENTS PARTI6ITEM1.Business6ITEM1A.Risk Factors36ITEM1B.Unresolved Staff Comments88ITEM1C.Cybersecurity88ITEM2.Properties90ITEM3.Legal Proceedings91ITEM4.Mine Safety Disclosures91PARTII92ITEM5.Market for Registrant’s Common Equity, Related Stockholder Matters, and IssuerPurchases of Equity Securities92ITEM6.[Reserved]92ITEM7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations93ITEM7A.Quantitative and Qualitative Disclosures About Market Risk104ITEM8.Financial Statements and Supplementary Data105ITEM9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure136ITEM9A.Controls and Procedures136ITEM9B.Other Information137ITEM9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections137PARTIII138ITEM10.Directors, Executive Officers, and Corporate Governance138ITEM11.Executive Compensation139ITEM12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters140ITEM13.Certain Relationships and Related Transactions, and Director Independence141ITEM14.Principal Accountant Fees and Services142PARTIV143ITEM15.Exhibits and Financial Statement Schedules143ITEM16.Form10-K Summary147Signatures148 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 these terms or other similar expressions,although not all forward-looking statements contain these words. All statements other than statements ofhistorical fact contained in this Annual Report, including without limitation statements regarding our plansto develop and commercialize our product candidates, the timing and results