Remix to List on Nasdaq via Reverse Merger with Passage Bio β Focus on MYB-Targeting mRNA Degrader REM-422
Reverse Merger Structure and Transaction Terms
Remix Therapeutics is pursuing a Nasdaq listing through a reverse merger with gene therapy company Passage Bio (PASG). Announced on June 24, 2026, this all-stock transaction will result in Remix investors holding approximately 93% of the combined company, with Passage shareholders receiving approximately 7% and a Contingent Value Right (CVR) tied to the achievement of milestones related to pediatric gene therapy assets. The combined company will operate as 'Remix Therapeutics' and trade under the ticker symbol RMTX, with a closing date targeted for the fourth quarter of 2026 (with a potential 90-day extension to December 24).
$100 Million Concurrent Financing
An oversubscribed private investment in public equity (PIPE) of $100 million has been secured, led by Decheng Capital, with participation from Lynx1 Capital Management, Forge Life Science Partners, and existing investors. Combined with the combined company's existing cash, this financing is expected to fund operations through 2028 and support the release of key clinical data in 2027.
REM-422 β First-in-Class MYB mRNA Degrader Clinical Performance
Remix's lead pipeline asset, REM-422, is an orally available small molecule mRNA degrader that targets the transcription factor MYB, which has been previously undruggable. It features a novel mechanism of action, inserting a 'poison exon' into the MYB mRNA transcript, thereby inducing nonsense-mediated decay. Phase 1/2 ARIA clinical trial results, presented at ASCO 2026, demonstrated an overall response rate (ORR) of 43% (RECIST criteria) and a disease control rate (DCR) of 100% in the biomarker-positive, recommended Phase 2 dose (RP2D) cohort, with a duration of response exceeding one year and some patients approaching two years of treatment. No dose-limiting toxicities (DLTs) were reported, and the most common adverse events were non-hemorrhagic, fatigue, and anemia, all Grade 1-2.
Passage Bio's Strategic Exit
Co-founded by Dr. Jim Wilson, Passage Bio's stock price, which once exceeded $700 after its IPO in early 2020, is currently trading below $4 due to setbacks in its neurodegenerative gene therapy programs. In August 2024, it out-licensed three programs for pediatric lysosomal storage diseases to GEMMA BioTherapeutics, and its lead pipeline asset, PBFT02 (gene therapy for frontotemporal dementia (FTD) targeting GRN), was effectively discontinued in April 2026 after the FDA required a randomized controlled trial (RCT) design. With the official termination of the upliFT-D trial in May 2026, this merger represents the best remaining exit strategy for Passage Bio shareholders.
Management and Future Roadmap
Peter Smith, Ph.D., co-founder of Remix, will serve as CEO of the combined company, and Matthew Patterson will serve as Chairman of the Board. Peter Colabuono of Decheng Capital will also join the Board. The release of registrational Phase 2 data for ACC in 2027 is expected to be the first key value inflection point following the merger. Phase 1/2 data for AML/high-risk MDS (HR-MDS) is also in progress.
Adenoid cystic carcinoma (ACC) is a rare cancer with no currently FDA-approved treatments, and the global market is projected to grow from approximately $840 million in 2025 to $1.44 billion in 2034. If REM-422 becomes the first approved therapy, it will capture a significant market share. An ORR of 43% and a DCR of 100% are clinically meaningful results in a tumor type like ACC, which typically has very low response rates. The FDA's Orphan Drug and Fast Track designations for ACC will expedite the regulatory pathway. Remix has already demonstrated the technical validity of its RNA processing platform through partnerships with Johnson & Johnson (J&J, 2022) and Roche (2024), and targeting MYB opens up the possibility of expanding indications to include other hematological malignancies, including AML. The case of Passage Bio illustrates the typical pattern in the gene therapy sector, where failure to meet FDA regulatory requirements can rapidly erode corporate value, and it reaffirms the use of reverse mergers as a structural survival strategy in the biotech capital markets.
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