UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 8.01 Other Events.
On December 13, 2023, Passage Bio, Inc. (the “Company”) and certain of its directors entered into a Stipulation and Agreement of Compromise, Settlement and Release (the “Stipulation”) with a stockholder of the Company to resolve an action brought derivatively on behalf of the Company in the Delaware Court of Chancery (the “Court”) challenging historical compensation practices for the Company’s non-employee directors (the “Derivative Action”). Pursuant to the terms of the Stipulation, the Company has agreed to (i) implement and maintain for a period of time certain changes to its director compensation policies and practices and (ii) disclose in the Company’s annual proxy statement certain additional information related to the Company’s compensation practices. The Stipulation also provides for a release of claims related to the allegations in the Derivative Action with no admission of wrongdoing. As part of the Stipulation, the Company has agreed to pay an award of attorneys’ fees and expenses to plaintiff’s counsel up to $390,000. The Court must approve the settlement of the Derivative Action. The parties have agreed that, as part of the settlement, if the settlement is approved, all of the claims asserted in the Derivative Action will be dismissed. As required by the Court, a copy of the Notice of Pendency of Settlement of Action (the “Notice”) is included as Exhibit 99.1 to this Current Report on Form 8-K. Copies of the Notice and the Stipulation are available on the Company’s website at: https://www.passagebio.com/investors-and-news/overview/default.aspx.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Notice of Pendency and Proposed Settlement of Stockholder Derivative Action, Settlement Hearing, and Right to Appear, approved in connection with a Scheduling Order dated December 27, 2023 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PASSAGE BIO, INC. | ||
| Date: December 29, 2023 | By: | /s/ Kathleen Borthwick |
| Kathleen Borthwick | ||
| Senior Vice President, Interim Chief Financial Officer | ||