SC 13G/A: Passage BIO, Inc.

AI Summary

SC 13G/A filing by Passage BIO, Inc..

Risk Assessment

Risk Level: low

Key Financial Figures

• $0.0001 — Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of

Filing Documents

• p24-0775sc13ga.htm (SC 13G/A) — 62KB
• 0000902664-24-001612.txt ( ) — 63KB

(a)

Item 1(a). Name of Issuer: Passage BIO, Inc. (the " Issuer ")

(b)

Item 1(b). Address of Issuer's Principal Executive Offices: One Commerce Square 2005 Market Street, 39 th Floor Philadelphia, PA 19103

(a)

Item 2(a). Name of Person Filing: This statement is filed by: (i) Lynx1 Capital Management LP (the " Investment Manager "), a Delaware limited partnership, and the investment manager to Lynx1 Master Fund LP (the " Lynx1 Fund "), with respect to the shares of Common Stock (as defined in Item 2(d) below) directly held by the Lynx1 Fund; and (ii) Mr. Weston Nichols (" Mr. Nichols "), the sole member of Lynx1 Capital Management GP LLC, the general partner of the Investment Manager, with respect to the shares of Common Stock directly held by the Lynx1 Fund. The foregoing persons are hereinafter sometimes collectively referred to as the " Reporting Persons ." The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Common Stock reported herein.

(b)

Item 2(b). Address of Principal Business Office: Lynx1 Capital Management LP 151 Calle de San Francisco Suite 200, PMB 1237 San Juan, PR 00901-1607 Weston Nichols c/o Lynx1 Capital Management LP 151 Calle de San Francisco Suite 200, PMB 1237 San Juan, PR 00901-1607

(c)

Item 2(c). Place of Organization: Investment Manager – Delaware Mr. Nichols – United States of America CUSIP No. 702712100 13G/A Page 5 of 7 Pages

(d)

Item 2(d). Title of Class of Securities: Common stock, $0.0001 par value per share (the " Common Stock ")

(e)

Item 2(e). CUSIP Number: 702712100 Item 3. If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b), or (c), check whether the Person Filing is a: (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) ¨ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); (f) ¨ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); (g) o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); (h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); (k) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: CUSIP No. 702712100 13G/A Page 6 of 7 Pages Item 4. The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person. The percentages set forth herein are calculated based upon 54,819,638 shares of Common Stock outstanding as of November 4, 2022 as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 13, 2023. Item 5.

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