UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2021

PASSAGE BIO, INC.

(Exact name of registrant as specified in its charter)

(267) 866-0311

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Chief Financial Officer

On May 14, 2021, Richard S. Morris, the Chief Financial Officer of Passage Bio, Inc. (the “Company”), notified the Company that he will be resigning from the Company, effective May 30, 2021, to pursue other opportunities. Mr. Morris’s departure was not the result of any disagreement regarding any matter relating to the Company’s operations, financial statements, internal controls, auditors, policies, or practices. The Company has an ongoing search for a successor.

Departure of Chief Medical Officer

On May 18, 2021, the Company and Dr. Gary Romano, the Company’s Chief Medical Officer, mutually agreed that Dr. Romano will be departing from the Company to pursue other opportunities. Dr. Romano's last day with the Company will be on May 18, 2021. Dr. Eliseo Salinas, who became the Company’s Chief Research and Development Officer as of March 22, 2021, will assume the role of interim CMO. The Company has an ongoing search for a successor.

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.