0000947871-20-000199.txt : 20200309 0000947871-20-000199.hdr.sgml : 20200309 20200309165334 ACCESSION NUMBER: 0000947871-20-000199 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20200309 DATE AS OF CHANGE: 20200309 GROUP MEMBERS: ORBIMED CAPITAL GP VII LLC GROUP MEMBERS: ORBIMED CAPITAL LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Passage BIO, Inc. CENTRAL INDEX KEY: 0001787297 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 822729751 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-91451 FILM NUMBER: 20698601 BUSINESS ADDRESS: STREET 1: TWO COMMERCE SQUARE STREET 2: 2001 MARKET STREET, 28TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2678660312 MAIL ADDRESS: STREET 1: TWO COMMERCE SQUARE STREET 2: 2001 MARKET STREET, 28TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC CENTRAL INDEX KEY: 0001055951 IRS NUMBER: 133976876 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 ss168548_sc13d.htm SCHEDULE 13D
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934

 

 

Passage BIO, Inc.

(Name of Issuer)

                     

COMMON STOCK

(Title of Class of Securities)

                   

702712100

(CUSIP Number)

                       

OrbiMed Advisors LLC

 

OrbiMed Capital GP VII LLC

 

OrbiMed Capital LLC

 

601 Lexington Avenue, 54th Floor

New York, NY 10022

Telephone: (212) 739-6400

                       

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

                       

March 3, 2020
(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7(b) for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a Reporting Person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).              

 

 
   

 

CUSIP No.  702712100    

 

1

Names of Reporting Persons.                 

OrbiMed Advisors LLC

2

Check the Appropriate Box if a Member of a Group (See Instructions).

(a) o

(b) o

 

 

 

3

SEC Use Only  

        

4

Source of Funds (See Instructions)

             

AF

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

                 

o
6

Citizenship or Place of Organization               

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

Sole Voting Power            

0

8

Shared Voting Power                             

5,947,323

9

Sole Dispositive Power      

0

10

Shared Dispositive Power           

5,947,323

11

Aggregate Amount Beneficially Owned by Each Reporting Person                 

5,947,323

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

                                   

o
13

Percent of Class Represented by Amount in Row (11)                    

13.5%*

14

Type of Reporting Person (See Instructions)                   

IA

         

 

* This percentage is calculated based upon 43,998,295 shares of common stock outstanding of Passage BIO, Inc. (the “Issuer”), as set forth in the Issuer’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission (“SEC”) on February 28, 2020.

 

   

 

CUSIP No. 702712100    

 

1

Names of Reporting Persons.                   

OrbiMed Capital GP VII LLC

2

Check the Appropriate Box if a Member of a Group (See Instructions).

(a) o

(b) o

 

 

 

3 SEC Use Only              
4

Source of Funds (See Instructions)           

AF

5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)            o
6

Citizenship or Place of Organization                               

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

Sole Voting Power           

0

8

Shared Voting Power                

5,947,323

9

Sole Dispositive Power             

0

10

Shared Dispositive Power             

5,947,323

11

Aggregate Amount Beneficially Owned by Each Reporting Person             

5,947,323

12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)              o
13

Percent of Class Represented by Amount in Row (11)             

13.5%*

14

Type of Reporting Person (See Instructions)             

OO

         

 

* This percentage is calculated based upon 43,998,295 shares of common stock outstanding of Passage BIO, Inc. (the “Issuer”), as set forth in the Issuer’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission (“SEC”) on February 28, 2020.

 

 

 

   

 

CUSIP No. 702712100    
           
1

Names of Reporting Persons.               

OrbiMed Capital LLC

 
2

Check the Appropriate Box if a Member of a Group (See Instructions).

(a) o

(b) o

 

 

 

 
3 SEC Use Only              
4

Source of Funds (See Instructions)                 

AF

 
5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

                 

o  
6

Citizenship or Place of Organization                    

Cayman Islands

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

Sole Voting Power            

1,015,576

 
8

Shared Voting Power           

0

 
9

Sole Dispositive Power             

1,015,576

 
10

Shared Dispositive Power           

0

 
11

Aggregate Amount Beneficially Owned by Each Reporting Person                 

1,015,576

 
12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

             

o  
13

Percent of Class Represented by Amount in Row (11)             

2.3%*

 
14

Type of Reporting Person (See Instructions)              

IA

 
               

* This percentage is calculated based upon 43,998,295 shares of common stock outstanding of Passage BIO, Inc. (the “Issuer”), as set forth in the Issuer’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission (“SEC”) on February 28, 2020.

 

 

   

 

Item 1.  Security and Issuer

 

This Schedule 13D (the “Statement”) relates to the common stock, par value $0.0001 per share (the “Shares”) of Passage BIO, Inc., a corporation organized under the laws of Delaware (the “Issuer”), with its principal executive offices located at Two Commerce Square, 2001 Market Street, 28th Floor, Philadelphia, PA 19103.  The Shares are listed on the NASDAQ Global Select Market under the ticker symbol “PASG”. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

 

On February 14, 2020, the Issuer effected a reverse stock-split at a ratio of 1-for-4.43316 (the “Reverse Stock Split”). References in this Statement to numbers of Shares gives effect to the Reverse Stock Split.

 

On March 3, 2020, the Issuer completed its initial public offering pursuant to which the Issuer agreed to issue and sell to the participants 12,000,000 Shares (the “IPO”). The purchase price for each Share was $18.00. As a result of the IPO, the Issuer’s total number of outstanding Shares increased to 43,998,295.

 

Item 2.  Identity and Background

 

(a) This Schedule 13D is being filed by OrbiMed Advisors LLC (“OrbiMed Advisors”), OrbiMed Capital GP VII LLC (“OrbiMed GP”) and OrbiMed Capital LLC (“OrbiMed Capital”) (collectively, the “Reporting Persons”).

 

 (b) — (c), (f) OrbiMed Advisors, a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member or general partner of certain entities as more particularly described in Item 6 below.  OrbiMed Advisors has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

 

OrbiMed GP, a limited liability company organized under the laws of Delaware, is the general partner of a limited partnership as more particularly described in Item 6 below.  OrbiMed GP has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

 

OrbiMed Capital, a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the investment adviser of certain entities as more particularly described in Item 6 below.  OrbiMed Capital has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

 

The directors and executive officers of OrbiMed Advisors, OrbiMed Capital and OrbiMed GP are set forth on Schedules I, II, and III, respectively, attached hereto.  Schedules I, II and III set forth the following information with respect to each such person:

 

(i)          name;

 

(ii)         business address;

 

(iii)        present principal occupation of employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and

 

(iv)        citizenship.

 

(d) — (e) During the last five years, neither the Reporting Persons nor any Person named in Schedules I through III has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

   

 

Item 3.  Source and Amount of Funds or Other Consideration

 

In September 2018, OrbiMed Advisors and OrbiMed GP, pursuant to their authority under the limited partnership agreement of OrbiMed Private Investments VII, LP (“OPI VII”), as more particularly referred to in Item 6 below, caused OPI VII to purchase 3,721,552 shares of Series A-1 Preferred Stock of the Issuer. In connection with the IPO, shares of Series A-1 Preferred Stock were subsequently converted (on the closing of the IPO) into Shares on a 1-for-1 basis.

 

In May 2019, OrbiMed Advisors and OrbiMed GP, pursuant to their authority under the limited partnership agreement of OPI VII, as more particularly referred to in Item 6 below, caused OPI VII to purchase 1,311,469 shares of Series A-2 Preferred Stock of the Issuer. In connection with the IPO, shares of Series A-2 Preferred Stock were subsequently converted (on the closing of the IPO) into Shares on a 1-for-1 basis.

 

In August 2019, OrbiMed Advisors and OrbiMed GP, pursuant to their authority under the limited partnership agreement of OPI VII, as more particularly referred to in Item 6 below, caused OPI VII to purchase 541,002 shares of Series B Preferred Stock of the Issuer. In connection with the IPO, shares of Series B Preferred Stock were subsequently converted (on the closing of the IPO) into Shares on a 1-for-1 basis.

 

In August 2019, OrbiMed Capital, as the sole investment advisor to Worldwide Healthcare Trust Plc (“WWH”), as more particularly referred to in Item 6 below, caused WWH to purchase 688,876 shares of Series B Preferred Stock of the Issuer. In connection with the IPO, shares of Series B Preferred Stock were subsequently converted (on the closing of the IPO) into Shares on a 1-for-1 basis.

 

On February 28, 2020, OrbiMed Advisors and OrbiMed GP, pursuant to their authority under the limited partnership agreement of OPI VII, as more particularly referred to in Item 6 below, caused OPI VII to purchase 373,300 Shares in the IPO.

 

On and prior to the close of February 28, 2020, OrbiMed Capital, as the sole investment advisor to WWH, as more particularly referred to in Item 6 below, caused WWH to purchase 326,700 Shares in the IPO.

 

The source of funds for such purchases was the working capital of OPI VII and WWH.

 

As a result of the transactions described in this Item 3, OrbiMed Advisors and OrbiMed GP may collectively be deemed to be the beneficial owners of approximately 13.5% of the outstanding Shares and Orbimed Capital, as the investment advisor to WWH, may be deemed to be the beneficial owner of 2.3% of the outstanding Shares.  OrbiMed GP, as the general partner of OPI VII, may be deemed to be the beneficial owner of approximately 13.5% of the outstanding Shares.  OrbiMed Advisors, as the managing member of OrbiMed GP, may be deemed to be the beneficial owner of approximately 13.5% of the outstanding Shares.  None of the Reporting Persons have acquired or disposed of any additional Shares since March 3, 2020.

 

Item 4.  Purpose of Transaction

 

This statement relates to the acquisition of Shares by the Reporting Persons. The Shares acquired by the Reporting Persons were acquired for the purpose of making an investment in the Issuer and not with the intention of acquiring control of the Issuer’s business on behalf of the Reporting Persons’ respective advisory clients.

 

The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s Shares in particular, as well as other developments and other investment opportunities.  Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time.  If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of Shares or otherwise, they may acquire Shares or other securities of the Issuer either in the open market or in privately negotiated transactions.  Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions.

 

   

 

Except as set forth in this Schedule 13D, the Reporting Persons have not formulated any plans or proposals which relate to or would result in:  (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the Issuer’s capitalization or dividend policy of the Issuer, (f) any other material change in the Issuer’s business or corporate structure, (g) any change in the Issuer’s charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer’s securities to be deregistered or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act or (j) any action similar to any of those enumerated above.

 

Item 5.  Interest in Securities of the Issuer

 

 (a) — (b) The following disclosure is based upon 43,998,295 outstanding Shares of the Issuer, as set forth in the Issuer’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission on February 28, 2020.

 

As of the date of this filing, OPI VII, a limited partnership organized under the laws of Delaware, holds 5,947,323 Shares constituting approximately 13.5% of the issued and outstanding Shares.  OrbiMed GP is the sole general partner of OPI VII, pursuant to the terms of the limited partnership agreement of OPI VII, and OrbiMed Advisors is the sole managing member of OrbiMed GP, pursuant to the terms of the limited liability company agreement of OrbiMed GP.  As a result, OrbiMed Advisors and OrbiMed GP share power to direct the vote and disposition of the Shares held by OPI VII and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OPI VII.  Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the Shares held by OPI VII.

 

In addition, Orbimed Advisors and Orbimed GP, pursuant to their authority under the limited partnership agreements of OPI VII, caused OPI VII to enter into the agreements referred to in Item 6 below.

 

As of the date of this filing, WWH, a publicly-listed investment trust organized under the laws of England, holds 1,015,575 Shares constituting approximately 2.3% of the issued and outstanding Shares.  OrbiMed Capital is the sole investment advisor of WWH. As a result, OrbiMed Capital has the power to direct the vote and disposition of the Shares held by WWH and may be deemed directly or indirectly, including by reason of mutual affiliation, to be the beneficial owner of the Shares held by WWH.  OrbiMed Capital disclaims any beneficial ownership over the shares of the other Reporting Persons.  OrbiMed Capital exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the Shares held by WWH.

 

(c) Except as disclosed in Item 3, the Reporting Persons have not effected any transactions during the past sixty (60) days in any Shares.

 

(d) Not applicable.

 

(e) Not applicable.

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, OrbiMed GP is the sole general partner of OPI VII, pursuant to the terms of the limited partnership agreement of OPI VII.  Pursuant to this agreement and relationship, OrbiMed GP has discretionary investment management authority with respect to the assets of OPI VII. Such authority includes the power to vote and otherwise dispose of securities held by OPI VII.  The number of outstanding Shares of the Issuer attributable to OPI VII is 5,947,323. OrbiMed GP, pursuant to its authority under the limited partnership agreement of OPI VII, may be considered to hold indirectly 5,947,323 Shares.

 

   

 

OrbiMed Advisors is the sole managing member of OrbiMed GP, pursuant to the terms of the limited liability company agreement of OrbiMed GP. Pursuant to these agreements and relationships, OrbiMed Advisors and OrbiMed GP have discretionary investment management authority with respect to the assets of OPI VII.  Such authority includes the power of OrbiMed GP to vote and otherwise dispose of securities held by OPI VII.  The number of outstanding Shares attributable to OPI VII is 5,947,323 Shares.  OrbiMed Advisors, pursuant to its authority under the terms of the limited liability company agreement of OrbiMed GP, may also be considered to hold indirectly 5,947,323 Shares.

 

OrbiMed Capital is the investment advisor to WWH and may be deemed to have voting and investment power over the securities held by WWH. Such authority includes the power of OrbiMed Capital to vote and otherwise dispose of securities held by WWH. The number of outstanding Shares attributable to WWH is 1,015,576 Shares.  OrbiMed Capital, as the sole Investment Advisor to WWH, may also be considered to hold indirectly 1,015,576 Shares.

 

Investors’ Rights Agreement

In addition, OPI VII, WWH and certain other stockholders of the Issuer entered into an amended and restated investors’ rights with the Issuer (the “Investors’ Rights Agreement”), dated as of August 21, 2019. Pursuant to the Investors’ Rights Agreement and subject to the terms and conditions therein, the parties agreed that:

 

Registration Rights

Following the closing of the IPO, the holders of a certain number of Shares, or their transferees, will be entitled to the registration rights set forth below with respect to registration of the resale of such shares under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to the Investors’ Rights Agreement.

 

Demand Registration Rights

 

At any time beginning or six months following the date of the underwriting agreement of the IPO, the holders of at least thirty percent (30%) of the registrable securities then outstanding of the Issuer may make a written request that the Issuer register at least thirty percent (30%) of the registrable securities then outstanding, subject to certain specified conditions and exceptions. The Issuer is required to use commercially reasonable efforts to effect the registration and will pay all registration expenses, other than underwriting discounts and commissions, related to any demand registration. The Issuer is not obligated to effect more than two of these registrations.

 

Piggyback Registration Rights

 

Whenever the Issuer proposes to file a registration statement under the Securities Act, including a registration statement on Form S-3 as discussed below, other than with respect to certain excluded registrations, we will be entitled to notice of the registration and have the right, subject to limitations that the underwriters may impose on the number of shares included in the registration, to include our shares in the registration.

 

Form S-3 Registration Rights

 

At any time after the Issuer is qualified to file a registration statement on Form S-3 under the Securities Act, and subject to limitations and conditions specified in the Investors’ Rights Agreement, holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding may make a written request that the Issuer prepare and file a registration statement on Form S-3 covering their shares, so long as the aggregate price to the public equal or exceeds $3,000,000. The Issuer is not obligated to effect more than two of these Form S-3 registrations in any 12-month period.

 

   

 

Lock-Up Agreement

The Investors’ Rights Agreement provides that, subject to limited exceptions, OPI VII and WWH will not, during the period ending 180 days after the date of the IPO (the “Lock-Up Period”), directly or indirectly (1) sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, any Shares or securities convertible into or exercisable or exchangeable for Shares with respect to which OPI VII or WWH has or acquires the power of disposition or (2) enter into any swap or other agreement that transfers, in whole or in part, the economic risk of ownership of any such Shares.

 

After the Lock-Up Period expires, the Reporting Persons’ Shares will be eligible for sale in the public market, subject to any applicable limitations under Rule 144 under the Securities Act, and other applicable U.S. securities laws.

     

The foregoing description of the Investors’ Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Investors’ Rights Agreement, which is filed as Exhibit 2 and incorporated herein by reference.

 

Item 7.  Material to Be Filed as Exhibits

 

 

Exhibit Description
1. Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital LLC and OrbiMed Capital GP VII LLC.
2. Investors’ Rights Agreement by and among the Issuer and each of the persons listed on Schedule A thereto, dated as of August 21, 2019 (incorporated by reference to Exhibit 4.2 to the Issuer’s Registration Statement on Form S-1 (SEC 333-236214), filed with the SEC on February 3, 2020).

 

 

 

   

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: March 9, 2020

 

  ORBIMED ADVISORS LLC  
       
  By: /s/ Carl L. Gordon  
    Name: Carl L. Gordon  
    Title: Member  
       
  ORBIMED CAPITAL GP VII LLC  
       
  By: ORBIMED ADVISORS LLC, its managing member
       
  By: /s/ Carl L. Gordon  
    Carl L. Gordon  
   

Title: Member of OrbiMed Advisors LLC

 

 
  ORBIMED CAPITAL LLC  
       
  By: /s/ Carl L. Gordon  
    Carl L. Gordon  
    Title: Member  

 

 

 

 

 

 

   

 

SCHEDULE I

 

 

The names and present principal occupations of each of the executive officers and directors of OrbiMed Advisors LLC are set forth below. Unless otherwise noted, each of these persons is a United States citizen and has a business address of 601 Lexington Avenue, 54th Floor, New York, NY 10022.

             

Name Position with Reporting Person Principal Occupation
     
     
Carl L. Gordon Member

Member

OrbiMed Advisors LLC

     

Sven H. Borho

German and Swedish Citizen

Member

Member

OrbiMed Advisors LLC

     
Jonathan T. Silverstein Member

Member

OrbiMed Advisors LLC

     
W. Carter Neild Member

Member

OrbiMed Advisors LLC

     
Geoffrey C. Hsu Member

Member

OrbiMed Advisors LLC

     

C. Scotland Stevens

 

 

David P. Bonita

Member

 

 

Member

Member

OrbiMed Advisors LLC

 

Member

OrbiMed Advisors LLC

     
Trey Block Chief Financial Officer

Chief Financial Officer

OrbiMed Advisors LLC

     

 

 

 

 

   

 

SCHEDULE II

 

The names and present principal occupations of each of the executive officers and directors of OrbiMed Capital LLC are set forth below. Unless otherwise noted, each of these persons is a United States citizen and has a business address of 601 Lexington Avenue, 54th Floor, New York, NY 10022.

            

Name Position with Reporting Person Principal Occupation
     
Carl L. Gordon Member

Member

OrbiMed Capital LLC

     

Sven H. Borho

German and Swedish Citizen

Member

Member

OrbiMed Capital LLC

     
Jonathan T. Silverstein Member

Member

OrbiMed Capital LLC

     
W. Carter Neild Member

Member

OrbiMed Capital LLC

     
Geoffrey C. Hsu Member

Member

OrbiMed Capital LLC

     
C. Scotland Stevens Member

Member

OrbiMed Capital LLC

 

David P. Bonita

 

Member

 

Member

OrbiMed Capital LLC

     
Trey Block Chief Financial Officer

Chief Financial Officer

OrbiMed Capital LLC

         

 

 

 

 

 

   

 

SCHEDULE III 

 

The business and operations of OrbiMed Capital GP VII LLC are managed by the executive officers and directors of its managing member, OrbiMed Advisors LLC, set forth in Schedule I attached hereto.

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

EXHIBIT INDEX

 

 

Exhibit Description
1. Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital LLC and OrbiMed Capital GP VII LLC.
2. Investors’ Rights Agreement by and among the Issuer and each of the persons listed on Schedule A thereto, dated as of August 21, 2019 (incorporated by reference to Exhibit 4.2 to the Issuer’s Registration Statement on Form S-1 (SEC 333-236214), filed with the SEC on February 3, 2020).

 

 

 

 

 

   

EX-99.1 2 ss168548_ex9901.htm JOINT FILING AGREEMENT

Exhibit 1

JOINT FILING AGREEMENT

                 

 The undersigned hereby agree that the Statement on Schedule 13D, dated March 9, 2020, with respect to the ordinary shares of Passage BIO, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Each of the undersigned agrees to be responsible for the timely filing of this Statement, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

    

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 9th day of March 2020.

 

  ORBIMED ADVISORS LLC  
       
  By: /s/ Carl L. Gordon  
    Name: Carl L. Gordon  
    Title: Member  
       
  ORBIMED CAPITAL GP VII LLC  
       
  By: ORBIMED ADVISORS LLC, its managing member
       
  By: /s/ Carl L. Gordon  
    Carl L. Gordon  
   

Title: Member of OrbiMed Advisors LLC

 

 
  ORBIMED CAPITAL LLC  
       
  By: /s/ Carl L. Gordon  
    Carl L. Gordon  
    Title: Member