PASG Passage Bio, Inc. - 8-K

Item 1.02 Termination of a Material Definitive Agreement.

Gemma - Research, Collaboration and License Agreement Termination

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On May 21, 2026, Passage Bio, Inc. (the “ Company ”) provided written notice to Gemma Biotherapeutics, Inc. (“ Gemma ”) of termination of the research, collaboration and license agreement, dated July 31, 2024, by and between Gemma and the Company (as amended, the “ Gemma Collaboration Agreement ”), which termination will be effective in accordance with the terms of the Gemma Collaboration Agreement.

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Pursuant to the Gemma Collaboration Agreement, (i) Gemma conducted certain preclinical and Investigational New Drug-enabling work for the Company’s active research program in Huntington’s disease and a currently paused research program in Temporal Lobe Epilepsy and (ii) Gemma granted the Company options to conduct mutually-agreed research programs in four new central nervous system indications.

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The foregoing description of the terms of the Gemma Collaboration Agreement is qualified in its entirety by reference to the full text of the agreement, a copy of which was filed with the Securities and Exchange Commission as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q on November 13, 2024.

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2005 Market Street Lease Agreement Termination

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On May 22, 2026, the Company and Commerce Square Partners – Philadelphia Plaza, L.P. (the “ Landlord ”) entered into a lease termination agreement (the “ Termination Agreement ”) with respect to that certain lease agreement dated April 10, 2020 between the Company and Landlord (the “ 2005 Market Street Lease Agreement ”). Pursuant to the Termination Agreement, the Company agreed to pay the Landlord a termination fee of $2.3 million.

Pursuant to the 2005 Market Street Lease Agreement, the Company had leased approximately 37,000 square feet of office space. This lease commenced in February 2021 and was set to expire in December of 2031. In August 2023 and September 2023, the Company entered into two sublease agreements, for certain periods of time, which subleased substantially all of the office space under the 2005 Market Street Lease Agreement.

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