Passage BIO, Inc.

Previous wording

We are a clinical stage genetic medicines company that has historically focused on improving the lives of patients with neurodegenerative diseases through the development and advancement of cutting-edge, one-time gene therapies designed to target critical underlying pathologies in these conditions. We have determined to wind-down our gene therapy programs and, as described in the section titled “Merger Agreement,” on June 24, 2026, we entered into an Agreement and Plan of Merger and Reorganization, or the Merger Agreement, with Remix Therapeutics, Inc., or Remix, a Delaware corporation. In connection with the wind-down, we terminated our development services and clinical supply arrangements with Catalent Maryland, Inc., or Catalent, our collaboration agreement with Gemma Biotherapeutics, Inc., or Gemma, and gave notice to terminate our license with the Trustees of the University of Pennsylvania, or Penn, with respect to PBFT02, our former lead product candidate.

Current wording

We are a clinical stage genetic medicines company that has historically focused on improving the lives of patients with neurodegenerative diseases through the development and advancement of cutting-edge, one-time gene therapies designed to target critical underlying pathologies in these conditions. We have terminated or wound down our principal programs, collaboration, license and manufacturing arrangements and, as described in the section titled “Merger Agreement,” on June 24, 2026, we entered into an Agreement and Plan of Merger, which was subsequently amended and restated on September 2, 2026, or, as further amended, the Merger Agreement, with Remix Therapeutics, Inc., or Remix, a Delaware corporation. In connection with the wind-down, we terminated our development services and clinical supply arrangements with Catalent Maryland, Inc., or Catalent, our collaboration agreement with Gemma Biotherapeutics, Inc., or Gemma, and terminated our license with the Trustees of the University of Pennsylvania, or Penn, with respect to PBFT02, our former lead product candidate.

Previous wording

On June 24, 2026, we including Peregrine Merger Sub, Inc., or the Merger Sub, a Delaware corporation and wholly-owned subsidiary of us, entered into the Merger Agreement with Remix. Upon the terms and subject to the satisfaction or waiver of the conditions described in the Merger Agreement, Merger Sub will be merged with and into Remix, with Remix surviving as a wholly-owned subsidiary (such transaction, the Merger). The Merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes and is expected to close in the fourth quarter of 2026.

Current wording

On June 24, 2026, we entered into the Merger Agreement with Remix, Peregrine Merger Sub, Inc., or the Merger Sub, a Delaware corporation and wholly-owned subsidiary of us, and Peregrine Merger Sub II, LLC, or the Merger Sub II, a Delaware limited liability company and wholly-owned subsidiary of us. Upon the terms and subject to the satisfaction or waiver of the conditions described in the Merger Agreement, Merger Sub will be merged with and into Remix, with Remix surviving as a wholly-owned subsidiary of us and immediately following thereof, Remix will be merged into Merger Sub II, with Merger Sub II surviving as a wholly-owned subsidiary of us (such transaction, the Merger). The Merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes and is expected to close in the fourth quarter of 2026.

Previous wording

Concurrently with the execution and delivery of the Merger Agreement, certain investors entered into a subscription agreement with Remix, or the Subscription Agreement, pursuant to which Remix has agreed to sell, and such investors have agreed to purchase, shares of Remix common stock, par value $0.0001 per share, or Remix Common Stock, for an aggregate purchase price of approximately $70.0 million, immediately prior to the Effective Time of the Merger. The Subscription Agreement, together with the issuance by Remix of approximately $30.0 million of convertible promissory notes, comprises the concurrent financing (such transactions, collectively, the Concurrent Financing), which is expected to result in aggregate gross proceeds of approximately $100.0 million. The shares of Remix Common Stock that are issued in the Concurrent Financing will be or will have the right to be, respectively, converted into shares of Passage Bio Common Stock in the Merger.

Current wording

On September 2, 2026, concurrently with the execution and delivery of the amended and restated Merger Agreement, Remix entered into an amended and restated subscription agreement, or, as amended, the Subscription Agreement, with certain accredited investors named therein, or the Investors, pursuant to which the Investors agreed to purchase shares of Remix common stock and Remix pre-funded warrants for aggregate gross proceeds of approximately $70.0 million. The Subscription Agreement, together with the issuance by Remix of approximately $30.0 million of convertible promissory notes in June 2026, comprises the concurrent financing, or the Concurrent Financing, which is expected to result in aggregate gross proceeds of approximately $100.0 million. The closing of the Concurrent Financing is conditioned upon the satisfaction or waiver of the conditions to the Merger, as well as certain other conditions. The shares of Remix common stock issued in the Concurrent Financing will convert into shares of Passage Bio Common Stock in the Merger and, immediately following the Merger, are expected to represent approximately 29% of the outstanding shares of the combined company. The Remix pre-funded warrants to be issued in the Concurrent Financing will convert into the right to receive shares of Passage Bio Common Stock in the Merger. The Subscription Agreement amended and restated the original subscription agreement entered into by Remix and the Investors on June 24, 2026, or the Original Subscription Agreement.

Previous wording

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, or the Effective Time, (a) each outstanding share of Remix common stock or preferred stock (other than shares issued in the Concurrent Financing and shares held in treasury or owned by us, Merger Sub, or Remix) will be converted into the right to receive a number of shares of Passage Bio Common Stock equal to the Exchange Ratio set forth in the Merger Agreement, or the Exchange Ratio, and (b) each such share issued in the Concurrent Financing will be converted at the Concurrent Financing Exchange Ratio set forth in the Merger Agreement. Each outstanding option to purchase Remix capital stock will be converted into an option to purchase Passage Bio Common Stock based on the Exchange Ratio and subject to adjustment as set forth in the Merger Agreement.

Current wording

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, or the Effective Time, (a) each outstanding share of Remix common stock or preferred stock (other than shares issued in the Concurrent Financing and shares held in treasury or owned by us, Merger Sub, or Remix) will be converted into the right to receive a number of shares of Passage Bio Common Stock equal to the Exchange Ratio set forth in the Merger Agreement, or the Exchange Ratio, and (b) each such share issued in the Concurrent Financing will be converted at the Concurrent

Previous wording

Financing are expected to own approximately 29% of the combined company (assuming proceeds from the Concurrent Financing of $100.0 million), in each case, calculated on a fully diluted basis, using the treasury stock method, and subject to certain assumptions, including (i) a valuation for the Company of approximately $20.0 million (assuming we have net cash of $5.0 million as of the Merger Agreement closing), (ii) an equity value for Remix of $226.0 million, and (iii) the relative capitalization of the Company and Remix. The percentage of the combined company that each party’s equityholders will own following the Closing is subject to certain adjustments, including the amount of our net cash at the Closing.

Current wording

Under the Exchange Ratio and Concurrent Financing Exchange Ratio formulas in the Merger Agreement, immediately after the Closing, on a pro forma basis and based upon the number of shares of Passage Bio’s Common Stock expected to be issued in connection with the Merger, pre-Merger equityholders of Remix (other than investors in the Concurrent Financing) are expected to own approximately 65% of the combined company, pre-Merger equityholders of the Company are expected to own approximately 6% of the combined company and the investors in the Concurrent Financing are expected to own approximately 29% of the combined company (assuming proceeds from the Concurrent Financing of $100.0 million), in each case, calculated on a fully diluted basis, using the treasury stock method, and subject to certain assumptions, including (i) a valuation for the Company of approximately $20.0 million (assuming we have net cash of $5.0 million as of the closing of the Merger), (ii) an equity value for Remix of $226.0 million, and (iii) the relative capitalization of the Company and Remix. The percentage of the combined company that each party’s equityholders will own following the Closing is subject to certain adjustments, including the amount of our net cash at the Closing. As of the date of this Quarterly Report, we currently anticipate our net cash at the Closing to be approximately $10.9 million.

Previous wording

At the Effective Time, we expect to enter into a Contingent Value Rights Agreement, or the CVR Agreement, with a rights agent, pursuant to which holders of record of shares of Passage Bio Common Stock as of immediately prior to the Effective Time will receive one contingent value right, or CVR, for each outstanding share of Passage Bio Common Stock held as of that date. Each CVR entitles the holder to receive its pro rata share of 100% of the Legacy Asset Payments (as defined in the CVR Agreement) actually received by us or our subsidiaries during the applicable CVR period, less Permitted Deductions (as defined in the CVR Agreement). Legacy Asset Payments consist of certain payments received from Gemma under our MLD and GM1 exclusive license agreements, and the applicable CVR periods end on December 31, 2027 with respect to MLD Payments and July 31, 2028 with respect to GM1 Payments.

Current wording

Prior to the Effective Time, we expect to declare a distribution of one contingent value right, or CVR, for each outstanding share of Passage Bio Common Stock to holders of record as of the close of business on the last business day prior to the closing of the Merger, and to enter into a Contingent Value Rights Agreement, or the CVR Agreement, with Computershare Trust Company, N.A., as rights agent. Each CVR entitles the holder to receive its pro rata share of 100% of the Legacy Asset Payments (as defined in the CVR Agreement) actually received by us or our subsidiaries during the applicable CVR period, less Permitted Deductions (as defined in the CVR Agreement). Legacy Asset Payments consist of certain payments received from Gemma under our MLD and GM1 exclusive license agreements, and the applicable CVR periods end on December 31, 2027 with respect to MLD Payments and July 31, 2028 with respect to GM1 Payments.

Previous wording

On July 21, 2026, we filed with the SEC the Registration Statement, which includes a proxy statement/prospectus relating to the Merger and the related transactions, including the issuance of shares of Passage Bio Common Stock in the Merger and the matters to be submitted to our stockholders for their approval. The Registration Statement has not been declared effective by the SEC as of the date of this Quarterly Report on Form 10-Q, and the Merger remains subject to approval by our stockholders and the satisfaction or waiver of the other conditions to the closing of the Merger.

Current wording

On July 21, 2026, we filed with the SEC the Registration Statement, which includes a proxy statement/prospectus relating to the Merger and the related transactions, including the issuance of shares of Passage Bio Common Stock in the Merger and the matters to be submitted to our stockholders for their approval. The Registration Statement was declared effective by the SEC on October 9, 2026, and on October 9, 2026, we filed the definitive proxy statement/prospectus with the SEC and commenced mailing it to our stockholders. A special meeting of our stockholders was held on November 5, 2026 and our stockholders approved all the proposals described in the proxy statement/prospectus, including the issuance of shares of Passage Bio Common Stock in the Merger, an amendment to our certificate of incorporation to effect a reverse stock split of our common stock at a ratio within the range of 1-for-2 to 1-for-10, and an amended and restated certificate of incorporation that, among other things, would change our name to “Remix Therapeutics, Inc.” The Merger remains subject to the satisfaction or waiver of the other conditions to the closing of the Merger. Following the closing of the Merger, the combined company’s common stock is expected to trade on Nasdaq under the ticker symbol “RMTX,” subject to approval of the combined company’s initial listing application.

Previous wording

Our lead clinical product candidate was PBFT02, a gene replacement therapy that utilizes an adeno-associated virus serotype 1, or AAV1, capsid to deliver a functional granulin gene, orGRN, encoding progranulin, or PGRN, to the brain via intra cisterna magna, or ICM, administration. PBFT02’s lead indication was frontotemporal dementia, or FTD, caused by progranulin deficiency, or FTD-GRN, an inheritable form of FTD resulting from reduced PGRN production.

Current wording

Our lead clinical product candidate was PBFT02, a gene replacement therapy that utilizes an adeno-associated virus serotype 1, or AAV1, capsid to deliver a functional granulin gene, orGRN, encoding progranulin, or PGRN, to the brain

Previous wording

to neuronal dysfunction and death. DNA repair proteins such as MSH3 play a key role in driving somatic instability in HD, by erroneously incorporating extra CAG repeats intoHTT DNA in certain circumstances. Published literature has shown that reducing somatic instability by decreasing MSH3 expression reduced disease pathology in HD mice. Further, published human genetic studies have shown that certain genetic MSH3 variants which reduce somatic instability are associated with delayed disease onset and slowed progression in HD patients.

Current wording

HD is an autosomal dominant disorder caused by a mutation in the huntingtin gene, orHTT, in which a CAG trinucleotide repeat tract in the DNA is expanded. This leads to the expression of mutant huntingtin protein.HTT CAG repeat tracts are unstable and can continue to elongate over time, termed somatic instability. In neurons, CAG expansion occurs at different rates in different cells, and CAG expansion to above a certain threshold leads to neuronal dysfunction and death. DNA repair proteins such as MSH3 play a key role in driving somatic instability in HD, by erroneously incorporating extra CAG repeats intoHTT DNA in certain circumstances. Published literature has shown that reducing somatic instability by decreasing MSH3 expression reduced disease pathology in HD mice. Further, published human genetic studies have shown that certain genetic MSH3 variants which reduce somatic instability are associated with delayed disease onset and slowed progression in HD patients.

Previous wording

On May 21, 2026, we provided written notice to Gemma to terminate the Gemma Collaboration Agreement, which termination will become effective 90 days following such written notice in accordance with the terms of the Gemma Collaboration Agreement. Following the effectiveness of the termination, we will no longer have any rights to the research programs or the options for new CNS indications previously available to it under the Gemma Collaboration Agreement.

Current wording

On May 21, 2026, we provided written notice to Gemma to terminate the Gemma Collaboration Agreement, which termination became effective on August 21, 2026. Upon termination, we no longer have any rights to the research programs or the options for new CNS indications previously available to us under the Gemma Collaboration Agreement.

Previous wording

We were incorporated in July 2017 under the laws of the State of Delaware. Since inception, our operations have consisted primarily of conducting preclinical studies, developing licensed technology, conducting clinical trials, and developing and manufacturing clinical supply to support clinical trials. We have incurred recurring losses, the majority of which are attributable to research and development activities, and negative cash flows from operations. Historically, we have funded our operations through the sale of convertible preferred stock and public offerings of common stock. Our net losses were $7.8 million and $9.4 million for the three months ended June 30, 2026 and 2025, respectively, and $15.4 million and $24.8 million for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, we had an accumulated deficit of $720.1 million. We expect to continue to incur net losses and negative cash flows from operations for the foreseeable future.

Current wording

We were incorporated in July 2017 under the laws of the State of Delaware. Since inception, our operations have consisted primarily of conducting preclinical studies, developing licensed technology, conducting clinical trials, and developing and manufacturing clinical supply to support clinical trials. We have incurred recurring losses, the majority of which are attributable to research and development activities, and negative cash flows from operations. Historically, we have funded our operations through the sale of convertible preferred stock and public offerings of common stock. Our net losses were $4.7 million and $7.7 million for the three months ended September 30, 2026 and 2025, respectively, and $20.1 million and $32.5 million for the nine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026, we had an accumulated deficit of $724.9 million. We expect to continue to incur net losses and negative cash flows from operations for the foreseeable future.

Previous wording

As of June 30, 2026, we had cash and cash equivalents of $24.2 million, which may not be sufficient to fund our operating expenses and capital expenditure requirements for at least twelve months following the date these consolidated financial statements are issued.

Current wording

As of September 30, 2026, we had cash and cash equivalents of $20.2 million, which may not be sufficient to fund our operating expenses and capital expenditure requirements for at least twelve months following the date these consolidated financial statements are issued.

Previous wording

We would need additional funds to meet operational needs and capital requirements for clinical trials, other research and development expenditures, and business development activities. We currently have no credit facility or committed sources of capital. Because of the numerous risks and uncertainties associated with the development and commercialization of our product candidates, we are unable to estimate the amounts of increased capital outlays and operating expenditures associated with any future clinical studies.

Current wording

sources of capital. Because of the numerous risks and uncertainties associated with the development and commercialization of our product candidates, we are unable to estimate the amounts of increased capital outlays and operating expenditures associated with any future clinical studies.

Previous wording

On April 20, 2026, we announced that we have initiated a review of strategic alternatives to maximize shareholder value and on April 28, 2026, in connection with our review of strategic alternatives, we announced a restructuring of our workforce, or the Restructuring Plan, to decrease operating expenses by reducing the workforce by approximately 75%. The implementation of the Restructuring Plan was substantially completed in the second quarter of 2026 and will be completed in the third quarter of 2026. We estimate the aggregate severance and related costs for the Restructuring Plan will be approximately $3.3 million, which was recorded primarily in the second quarter of 2026. These estimates are subject to a number of assumptions, and actual results may differ materially. As of June 30, 2026, we paid $2.3 million and have accrued $0.9 million for the remaining severance and related costs associated with the Restructuring Plan

Current wording

On April 20, 2026, we announced that we have initiated a review of strategic alternatives to maximize shareholder value and on April 28, 2026, in connection with our review of strategic alternatives, we announced a restructuring of our workforce, or the Restructuring Plan, to decrease operating expenses by reducing the workforce by approximately 75%. The implementation of the Restructuring Plan was substantially completed in the second quarter of 2026 and was completed in the third quarter of 2026. We originally estimated the aggregate severance and related costs for the Restructuring Plan would be approximately $3.3 million, which was recorded primarily in the second quarter of 2026. These estimates were subject to a number of assumptions. As of September 30, 2026, we have paid $3.4 million for severance and related costs associated with the Restructuring Plan. There are no unpaid severance or related costs associated with the Restructuring Plan as of September 30, 2026.

Previous wording

For our licensed programs in FTD, GM1, Krabbe and MLD, the Penn License Agreement requires that we make payments of up to $16.5 million per product candidate. Each payment will be due upon the achievement of specific development milestone events by such licensed product for a first indication, reduced development milestone payments for the second and third indications and no development milestone payments for subsequent indications. In addition, on a product-by-product basis, we are obligated to make up to $55.0 million in sales milestone payments on each licensed product based on annual worldwide net sales of the licensed product in excess of defined thresholds. Pursuant to the Amended Gemma Sublicenses, as discussed below, Gemma is responsible for the payments to Penn related to GM1, Krabbe and MLD, collectively the Outlicensed Programs.

Current wording

For our licensed programs in GM1, Krabbe and MLD, the Penn License Agreement requires that we make payments of up to $16.5 million per product candidate. Each payment will be due upon the achievement of specific development milestone events by such licensed product for a first indication, reduced development milestone payments for the second and third indications and no development milestone payments for subsequent indications. In addition, on a product-by-product basis, we are obligated to make up to $55.0 million in sales milestone payments on each licensed product based

Previous wording

On June 23, 2026, we delivered written notice to Penn to terminate the Penn License Agreement, solely with respect to its product candidate referred to as PBFT02 for all indications licensed to us thereunder for such product candidate, including frontotemporal dementia with granulin mutations. This partial termination will become effective on the date

Current wording

On June 23, 2026, we delivered written notice to Penn to terminate the Penn License Agreement, solely with respect to its product candidate referred to as PBFT02 for all indications licensed to us thereunder for such product candidate, including frontotemporal dementia with granulin mutations. This partial termination became effective on September 23, 2026, and we no longer have any rights under the Penn License Agreement to develop or commercialize PBFT02. The Penn License Agreement will remain in effect with respect to all non-terminated licensed products.

Previous wording

On May 21, 2026, we provided written notice to Gemma to terminate the Gemma Collaboration Agreement, which termination will become effective within 90 days of the written notice in accordance with the terms of the Gemma Collaboration Agreement. Following the effectiveness of the termination, we will no longer have any rights to the research programs or the options for new CNS indications previously available to it under the Gemma Collaboration Agreement.

Current wording

On May 21, 2026, we provided written notice to Gemma to terminate the Gemma Collaboration Agreement, which terminated on August 21, 2026. Upon termination, we no longer have any rights to the research programs or the options for new CNS indications previously available to us under the Gemma Collaboration Agreement.

Previous wording

In addition, we entered into the Transition Services Agreement, as amended by the First Amendment to the Transition Services Agreement, dated January 31, 2025, pursuant to which, we provided transitional services at cost to Gemma through May 31, 2025, and are entitled to reimbursement for transitional services performed retroactively from March 1, 2024, related to the transfer of the Outlicensed Programs. As of June 30, 2026, we have collected $10.0 million in initial payments and $4.8 million in transition services payments under these agreements. In addition, we have applied $1.5 million in amounts owed to Gemma for the Huntington’s disease program against amounts due to us for transition services.

Current wording

In addition, we entered into the Transition Services Agreement, as amended by the First Amendment to the Transition Services Agreement, dated January 31, 2025, pursuant to which, we provided transitional services at cost to Gemma through May 31, 2025, and are entitled to reimbursement for transitional services performed retroactively from March 1, 2024, related to the transfer of the Outlicensed Programs. As of September 30, 2026, we have collected $10.0 million in initial payments and $4.8 million in transition services payments under these agreements. In addition, we have applied $2.2 million in amounts owed to Gemma for the Huntington’s disease program against amounts due to us for transition services.

Previous wording

We track outsourced development expenses and other external research and development expenses to specific product candidates on a program-by-program basis, such as fees paid to CROs, CDMOs and research laboratories in connection with our preclinical development, process development, manufacturing and clinical development activities, expenses incurred under our prior collaboration with Penn, and expenses incurred under the Gemma Collaboration Agreement. However, we do not track our internal research and development expenses on a program-by-program basis as they primarily relate to compensation, lab operations and lab facility costs, and other expenses which are deployed across multiple projects under development.

Current wording

with our preclinical development, process development, manufacturing and clinical development activities, expenses incurred under our prior collaboration with Penn, and expenses incurred under the Gemma Collaboration Agreement. However, we do not track our internal research and development expenses on a program-by-program basis as they primarily relate to compensation, lab operations and lab facility costs, and other expenses which are deployed across multiple projects under development.

Previous wording

General and administrative expenses consist primarily of personnel expenses, including salaries, benefits and share-based compensation expense, for employees and consultants in executive, finance, accounting, legal, information technology, product strategy, quality, regulatory, operations and human resource functions. General and administrative expenses also include professional and consulting services, headquarters facility costs, including rent, utilities, depreciation, amortization and maintenance, legal expenses related to intellectual property, litigation and corporate matters, insurance expense, expenses related to contract modifications or terminations, software expenses, expenses incurred to engage with patient advocacy organizations, and recruitment related expenses. We expect our general and administrative expenses to decrease in the future due to the reduction of leased office facilities and associated asset depreciation, reductions in staff and reductions in professional and consulting services. We also expect to incur increased legal and professional fees in the near term in connection with the proposed Merger and related transaction activities.

Current wording

General and administrative expenses consist primarily of personnel expenses, including salaries, benefits and share-based compensation expense, for employees and consultants in executive, finance, accounting, legal, information technology, product strategy, quality, regulatory, operations and human resource functions. General and administrative expenses also include professional and consulting services, headquarters facility costs, including rent, utilities, depreciation, amortization and maintenance, legal expenses related to intellectual property, litigation and corporate matters, insurance expense, expenses related to contract modifications or terminations, software expenses, expenses incurred to engage with patient advocacy organizations, and recruitment related expenses. We expect our general and administrative expenses to decrease in the future due to the termination of leased office facilities and associated asset depreciation, reductions in staff and reductions in professional and consulting services. We also expect to incur increased legal and professional fees in the near term in connection with the proposed Merger and related transaction activities.

Previous wording

Impairment of long-lived assets consists of non-cash impairment charges recorded to our assets. We review long-lived assets, such as the right of use assets, or ROU assets, and property and equipment, for impairments when events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. During the three and six months ended June 30, 2026, we did not recognize impairment expenses.

Current wording

Impairment of long-lived assets consists of non-cash impairment charges recorded to our assets. We review long-lived assets, such as the right of use assets, or ROU assets, and property and equipment, for impairments when events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. During the three and nine months ended September 30, 2026, we did not recognize impairment expenses.

Previous wording

During the six months ended June 30, 2025, we recognized impairment expenses as a result of the announcement in January 2025 to reduce our workforce by 55% and cease our lab operations in Hopewell, New Jersey. We reassessed asset groups and evaluated such asset groups for impairment. We determined the laboratory equipment was a separate asset group based on management’s implemented plans to sell the laboratory equipment and estimated the fair value of the laboratory equipment based on the estimated future cash flows from the sale of such equipment.

Current wording

During the nine months ended September 30, 2025, we recognized impairment expenses as a result of the announcement in January 2025 to reduce our workforce by 55% and cease our lab operations in Hopewell, New Jersey. We reassessed asset groups and evaluated such asset groups for impairment. We determined the laboratory equipment was a separate asset group based on management’s implemented plans to sell the laboratory equipment and estimated the fair value of the laboratory equipment based on the estimated future cash flows from the sale of such equipment.

Previous wording

Other income (expense), net decreased by $0.5 million to $0.5 million for the three months ended June 30, 2026 from $1.0 million for the three months ended June 30, 2025. The decrease was due to a $0.3 million decrease in interest income and a $0.2 million decrease in sublease income.

Current wording

Other income (expense), net decreased by $0.7 million to $0.2 million for the three months ended September 30, 2026 from $0.9 million for the three months ended September 30, 2025. The decrease was due to a $0.3 million decrease in interest income and a $0.4 million decrease in sublease income due to the 2005 Market Street Lease Termination Agreement.

Previous wording

The following table sets forth our results of operations for the six months ended June 30, 2026 and 2025:

Current wording

The following table sets forth our results of operations for the nine months ended September 30, 2026 and 2025:

Previous wording

General and administrative expenses increased by $2.4 million to $6.9 million for the three months ended June 30, 2026 from $4.5 million for the three months ended June 30, 2025. The increase was primarily due to the following:

Current wording

General and administrative expenses increased by $0.1 million to $15.1 million for the nine months ended September 30, 2026 from $15.0 million for the nine months ended September 30, 2025. The increase was primarily due to the following:

Previous wording

During the six months ended June 30, 2026, we did not record any impairment expense.

Current wording

During the nine months ended September 30, 2026, we did not record any impairment expense.

Previous wording

During the six months ended June 30, 2025, we recorded $2.6 million of impairment expense related to laboratory equipment and certain other assets which were revalued and subsequently sold from the Hopewell laboratory space.

Current wording

During the nine months ended September 30, 2025, we recorded $2.6 million of impairment expense related to laboratory equipment and certain other assets which were revalued and subsequently sold from the Hopewell laboratory space.

Previous wording

During the six months ended June 30, 2026, we recorded a $2.6 million net gain on the termination of both the Hopewell Laboratory Lease Agreement and 2005 Market Street Lease Agreement. The net gain was comprised of a $6.6 million gain on the write-off of assets and liabilities for operating leases offset by a $4.0 million net loss on disposal of property and equipment.

Current wording

During the nine months ended September 30, 2026, we recorded a $2.6 million net gain on the termination of both the Hopewell Laboratory Lease Agreement and 2005 Market Street Lease Agreement. The net gain was comprised of a $6.6 million gain on the write-off of assets and liabilities for operating leases offset by a $4.0 million net loss on disposal of property and equipment.

Previous wording

During the three months ended June 30, 2025, we did not record any lease termination gain or loss.

Current wording

During the nine months ended September 30, 2025, we did not record any lease termination gain or loss.

Previous wording

Other income (expense), net decreased by $0.9 million to $1.1 million for the six months ended June 30, 2026 from $2.0 million for the six months ended June 30, 2025. The decrease was due to a $0.8 million decrease in interest income and the amortization of premium and discount on our marketable securities and a $0.1 million decrease in sublease income.

Current wording

Other income (expense), net decreased by $1.5 million to $1.4 million for the nine months ended September 30, 2026 from $2.9 million for the nine months ended September 30, 2025. The decrease was due to a $1.0 million decrease in interest income and the amortization of premium and discount on our marketable securities and a $0.5 million decrease in sublease income due to the 2005 Market Street Lease Termination Agreement.

Previous wording

As of June 30, 2026, we had $24.2 million in cash and cash equivalents and had an accumulated deficit of $720.1 million. We expect to continue to incur net losses and negative cash flows from operations for the foreseeable future. As of June 30, 2026, we had cash and cash equivalents of $24.2 million, which we do not expect will be sufficient to fund our operating expenses and capital expenditure requirements for at least the twelve months following the date our consolidated financial statements are issued. As a result, substantial doubt exists about our ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. Our ability to continue as a going concern will depend on our ability to complete the Merger (including the related Concurrent Financing) or otherwise obtain substantial additional funding. There can be no assurance that we will be able to complete the Merger or Remix’s ability to complete their Concurrent Financing on a timely basis, on acceptable terms, or at all.

Current wording

As of September 30, 2026, we had $20.2 million in cash and cash equivalents and had an accumulated deficit of $724.9 million. We expect to continue to incur net losses and negative cash flows from operations for the foreseeable future. As of September 30, 2026, we do not expect our cash to be sufficient to fund our operating expenses and capital expenditure requirements for at least the twelve months following the date our consolidated financial statements are issued. As a result, substantial doubt exists about our ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. Our ability to continue as a going concern will depend on our ability to complete the Merger (including the related Concurrent Financing) or otherwise obtain substantial additional funding. There can be no assurance that we will be able to complete the Merger or that Remix will be able to complete the Concurrent Financing on a timely basis, on acceptable terms, or at all.

Previous wording

During the six months ended June 30, 2026, we used $22.2 million of net cash in operating activities. Cash used in operating activities reflected a net loss of $15.4 million, a decrease in our operating assets of $5.5 million, and net non-cash adjustments of $1.3 million related to the net gain on lease terminations partially offset by depreciation, amortization, and share-based compensation. The primary uses of cash were to fund our operations related to the development of our product candidates and the payment of the lease termination fees in connection with the Hopewell Lease Termination Agreement and the 2005 Market Street Lease Termination Agreement.

Current wording

During the nine months ended September 30, 2026, we used $26.2 million of net cash in operating activities. Cash used in operating activities reflected a net loss of $20.1 million, net changes in our operating assets and liabilities of $5.1 million, and net non-cash adjustments of $1.0 million related to the net gain on lease terminations and disposal of property and equipment partially offset by depreciation, amortization, and share-based compensation. The primary uses

Previous wording

During the six months ended June 30, 2025, we used $20.2 million of net cash in operating activities. Cash used in operating activities reflected a net loss of $24.8 million and a decrease in our operating assets of $0.3 million, partially offset by non-cash charges of $4.9 million related to depreciation, amortization, share-based compensation, amortization of premium and discount, net, and impairment of long-lived assets. The primary use of cash was to fund our operations related to the development of our product candidates.

Current wording

During the nine months ended September 30, 2025, we used $25.0 million of net cash in operating activities. Cash used in operating activities reflected a net loss of $32.5 million and a decrease in our operating assets of $1.8 million and non-cash charges of $5.7 million related to depreciation, amortization, share-based compensation, amortization of premium and discount, net, impairment of long-lived assets, and other non-cash items. The primary use of cash was to fund our operations related to the development of our product candidates.

Previous wording

Duringthe six months ended June 30, 2026, we received de minimis cash proceeds related to the sale of property and equipment.

Current wording

Duringthe nine months ended September 30, 2026, we received de minimis cash proceeds related to the sale of property and equipment.

Previous wording

During the six months ended June 30, 2025, we had sales and maturities of $39.0 million in marketable securities and received cash proceeds of $1.2 million related to the sale of property and equipment and certain other assets.

Current wording

During the nine months ended September 30, 2025, we had sales and maturities of $39.0 million in marketable securities and received cash proceeds of $1.2 million related to the sale of property and equipment and certain other assets. We did not make any purchases of property and equipment for the nine months ended September 30, 2025.

Previous wording

During the six months ended June 30, 2026, we had no gross receipts or outflows of cash related to financing activities.

Current wording

During the nine months ended September 30, 2026, we had no gross receipts or outflows of cash related to financing activities.

Previous wording

During the six months ended June 30, 2025, we received de minimis proceeds from the issuance of common stock under the ESPP.

Current wording

During the nine months ended September 30, 2025, we received de minimis proceeds from the issuance of common stock under the ESPP.

Previous wording

During the six months ended June 30, 2026, there were no material changes to our critical accounting policies and estimates from those described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in our 2025 Annual Report filed on Form 10-K.

Current wording

During the nine months ended September 30, 2026, there were no material changes to our critical accounting policies and estimates from those described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in our 2025 Annual Report filed on Form 10-K.