---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-26-018371"
form_type: "8-K"
ticker: "FBIO"
cik: "0001429260"
company_name: "Fortress Biotech, Inc."
filed_at: "2026-02-23T23:59:59+00:00"
generated_at: "2026-05-16T01:06:54.416711+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Cyprium (Fortress subsidiary) sells PRV for $205M cash; Oaktree loan covenants eased

## Summary
- Cyprium Therapeutics, 80.4% owned by Fortress, agreed to sell a Rare Pediatric Disease Priority Review Voucher for $205M cash.
- Fortress expects to receive at least $100M from Cyprium via dividends and intercompany payments after closing.
- Second Amendment to Oaktree loan: mandatory $10M prepayment upon PRV proceeds; if loan ≤$10M, key financial covenants removed.
- PRV issued after FDA approval of ZYCUBO (copper histidinate) for Menkes disease in Jan 2026; 20% of proceeds owed to NIH.
- Cyprium still eligible for up to $129M in development/sales milestones and royalties from Sentynl on ZYCUBO.

## SEC filing metadata
- accession: 0001104659-26-018371
- form_type: 8-K
- ticker: FBIO
- cik: 0001429260
- company_name: Fortress Biotech, Inc.
- filed_at: 2026-02-23T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1429260/000110465926018371/0001104659-26-018371-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1429260/000110465926018371/fbio-20260222x8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-26-018371
- JSON: https://secwatch.observer/filing/0001104659-26-018371.json
- Plain text: https://secwatch.observer/filing/0001104659-26-018371.txt

## Key facts
- Material Agreements
  Fortress Biotech, Inc. amended Second Amendment to Credit Agreement with Oaktree Fund Administration, LLC valued at Amended credit agreement dated July 25, 2024; $35.0 million initial borrowing, up to $15.0 million a (effective 2026-02-22).
  - Action: amendment
  - Agreement: credit facility
  - Counterparty: Oaktree Fund Administration, LLC
  - Value: Amended credit agreement dated July 25, 2024; $35.0 million initial borrowing, up to $15.0 million a
  - Effective: 2026-02-22
  source text: On February 22, 2026, the Company, as borrower, entered into the Second Amendment to Credit Agreement (the “ Second Amendment ”), which amends that certain Credit Agreement dated July 25, 2024 (the “ Original Agreement ”) with Oaktree Fund Administration, LLC, as the administrative agent (in such capacity, the “ Agent ”), and the lenders from time to time party thereto (as amended by that certain First Amendment to Credit Agreement dated December 12, 2025, collectively with the Original Agreement and the Second Amendment, the “ Loan Agreement ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1429260/000110465926018371/0001104659-26-018371-index.htm
- Material Agreements
  Fortress Biotech, Inc. entered into Priority Review Voucher Asset Purchase Agreement with Cyprium Therapeutics, Inc. valued at $205 million (effective 2026-02-22).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: Cyprium Therapeutics, Inc.
  - Value: $205 million
  - Effective: 2026-02-22
  source text: On February 22, 2026, Cyprium Therapeutics, Inc. (“Cyprium”), a majority-owned subsidiary of Fortress Biotech, Inc. (the “ Company ”), entered into a definitive asset purchase agreement (the “ PRV APA ”) pursuant to which Cyprium agreed to sell a Rare Pediatric Disease Priority Review Voucher (“ PRV ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1429260/000110465926018371/0001104659-26-018371-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.