Fenwick Guides Passage Bio In Upsized, $216M Debut

(February 28, 2020, 4:16 PM EST) -- Passage Bio started trading Friday after raising $216 million in an upsized initial public offering steered by Fenwick & West LLP that saw the genetic medicine company price at the top of its expected range.

Philadelphia-based Passage Bio Inc. priced 12 million shares at $18 apiece, the top of its projected range of $16 to $18. The company twice bulked up the offering: first by saying it would issue 10 million shares rather than 7.4 million, and then by adding another 2 million shares on Thursday, U.S. Securities and Exchange Commission filings show.

Ultimately, the $216 million IPO brought in about $90 million more than Passage Bio predicted in a Feb. 18 filing, in which the company said it expected to bring in about $126 million at midpoint. The offering could net Passage Bio even more if the underwriters exercise their 30-day option to purchase up to an additional 1.8 million shares.

Passage Bio's share price leaped on Friday to open at $22.27. The company's shares are trading on the Nasdaq Global Select Market under ticker symbol PASG.

Most of the IPO proceeds will go toward developing therapies for rare central nervous system disorders that currently have no approved treatment options, according to regulatory filings. The genetic medicines company said it has three products in early stages of development.

"Our vision is to become the premier genetic medicines company by developing and ultimately commercializing therapies that dramatically and positively transform the lives of patients suffering from these life-threatening disorders," the company said in SEC filings.

As a preclinical-stage company, Passage Bio identified the cost and uncertainty involved in bringing products to market among the business' key risk factors. The company said it's also heavily dependent on its partnership with the University of Pennsylvania's Gene Therapy Program. Passage Bio collaborates with the university on research and development, including discovery and development of its lead product candidates, the disclosures said.

Some of the company's major backers include entities associated with health care-focused investor OrbiMed Advisors LLC and science-focused investor Versant Ventures, as well as a life sciences fund sponsored by Frazier Healthcare Partners, SEC filings show.

"We are excited about the IPO, since it is a significant milestone for the company," a Passage Bio representative told Law360. "Moving forward, we will continue to develop gene therapies for patients with rare, monogenic, central nervous system diseases who have limited or no treatment options."  

Passage Bio's debut comes during a relatively quiet period for IPOs. Sales and marketing technology company ZoomInfo Technologies Inc. filed a $500 million IPO on Thursday, and food delivery company DoorDash said Thursday it's exploring a public market debut. But the stock market in general has posted major losses this week as investors sort through the economic fallout of the coronavirus, and February is also a traditionally slow month for IPOs.

Passage Bio is represented by Effie Toshav, Robert A. Freedman, Matthew Rossiter and Ryan Mitteness of Fenwick & West LLP.

The offering's underwriters are J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Cowen and Co. LLC and Chardan Capital Markets LLC.

The underwriters are represented by Brent B. Siler, Jeffrey Libson, Divakar Gupta and Brian Leaf of Cooley LLP.

--Additional reporting by Tom Zanki. Editing by Alyssa Miller.

Update: this story has been updated with comment from Passage Bio.

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