--- title: "Fortress subsidiary Cyprium agrees to sell priority review voucher for $205" url: "https://aibio.space/news/fortress-subsidiary-cyprium-agrees-sell-priority-review-voucher-205/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2026-02-23" section: "Financings" tickers: "NASDAQ:FBIO" source: "https://www.sec.gov/Archives/edgar/data/1429260/000110465926018371/fbio-20260222x8k.htm" summary: "Cyprium, a majority-owned Fortress Biotech subsidiary, agreed on February 22, 2026 to sell a priority review voucher for $205 million in cash at closing. F" --- By the aibio.space news desk. Sources - [Fortress Biotech, Inc. Form 8-K filed February 23, 2026 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1429260/000110465926018371/fbio-20260222x8k.htm) - [Fortress Biotech, Inc. exhibit fbio-20260222xex99.htm to the February 23, 2026 Form 8-K (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1429260/000110465926018371/fbio-20260222xex99.htm) - [Fortress Biotech, Inc. Form 10-K filed March 31, 2025: business overview and signatures (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1429260/000155837025004160/fbio-20241231x10k.htm) [FBIO](https://aibio.space/companies/fortress-biotech/) 2026-02-23 # Fortress subsidiary Cyprium agrees to sell priority review voucher for $205 million Tickers [FBIO](https://aibio.space/companies/fortress-biotech/) Cyprium, a majority-owned Fortress Biotech subsidiary, agreed on February 22, 2026 to sell a priority review voucher for $205 million in cash at closing. Fortress also amended its Oaktree credit agreement, with about $29.5 million outstanding. ## Key facts - **Company**: Fortress Biotech, Inc. (NASDAQ: FBIO) - **News type**: Financings - **Primary source**: [Fortress Biotech, Inc. Form 8-K filed February 23, 2026 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1429260/000110465926018371/fbio-20260222x8k.htm) *A red price chart on a screen. CC0, via rawpixel. The picture shows the field, not the companies named.* Fortress Biotech, Inc. (Nasdaq: [FBIO](https://aibio.space/companies/fortress-biotech/)) said its majority-owned subsidiary, Cyprium Therapeutics, Inc., agreed on February 22, 2026 to sell a Rare Pediatric Disease Priority Review Voucher, known as a PRV. The company reported the sale and a related loan amendment in a [Form 8-K filed February 23, 2026](https://www.sec.gov/Archives/edgar/data/1429260/000110465926018371/fbio-20260222x8k.htm) under Items 1.01 and 2.03. The buyer for $205 million in cash is not named in the 8-K or the press release that accompanied it. ## The voucher The voucher was issued after the Food and Drug Administration approved ZYCUBO, copper histidinate, formerly known as CUTX-101, for Menkes disease in pediatric patients. The press release says the FDA approval came on January 12, 2026. Sentynl Therapeutics, Inc. took over development and commercialization of ZYCUBO from Cyprium in December 2023, and the voucher issued on approval was immediately transferred to Cyprium, according to the press release. The sale is subject to customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The agreement contains customary representations, warranties, covenants and indemnities, subject to limits. The full agreement will be filed with a later periodic report, not with the 8-K. Cyprium gets $205 million in cash at closing. It also has to pay 20% of the proceeds from a PRV sale to the Eunice Kennedy Shriver National Institute of Child Health and Human Development, an institute of the National Institutes of Health. Cyprium stays eligible for tiered royalties on ZYCUBO net sales and up to $129 million in development and sales milestones from Sentynl, according to the press release. ## The Oaktree loan On February 22, 2026, Fortress signed a Second Amendment to a Credit Agreement dated July 25, 2024, with Oaktree Fund Administration, LLC as administrative agent for the lenders. A First Amendment dated December 12, 2025 is part of the same loan agreement. The company first borrowed $35.0 million in July 2024 and can draw up to $15.0 million more with the lenders' consent. About $29.5 million is outstanding, the 8-K says. The second amendment changes the covenants in a way that depends on the voucher sale. If the principal is $15.0 million or less and Fortress receives the distribution of the voucher proceeds from Cyprium, which the 8-K calls the 2026 Cyprium Monetization Event, the minimum liquidity requirement becomes $2.0 million. In that case, three other covenants stop applying: a minimum net sales covenant tied to Journey Medical Corporation, a capital raise covenant, and a minimum stake covenant in Journey Medical. ## The company's losses The 10-K for 2024 reports a net loss of $120,855 thousand for 2024, against $154,154 thousand for 2023. The net loss attributable to Fortress was $45,997 thousand in 2024 and $60,637 thousand in 2023. The 10-K reports the difference as net loss attributable to non-controlling interests. ## Who is named Oaktree Fund Administration, LLC is the administrative agent under the loan. The 8-K names the other lenders only as the lenders from time to time party to the agreement. It names no placement agent, financial advisor or counsel for the voucher sale, and it names no buyer. ## What comes next The voucher sale closes only after the HSR waiting period ends. The 8-K gives no closing date. The 20% payment to the NICHD institute comes out of the proceeds, and the loan's covenant relief depends on the distribution of those proceeds to Fortress. Until closing, the proceeds exist only as an agreement. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story FBIO Fortress Biotech, Inc. 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Cite as: aibio.space, "Fortress subsidiary Cyprium agrees to sell priority review voucher for $205", 2026-02-23, https://aibio.space/news/fortress-subsidiary-cyprium-agrees-sell-priority-review-voucher-205/