Fortress Biotech (NASDAQ: FBIO) targets $100M+ from Cyprium PRV sale

Rhea-AI Filing Summary

Fortress Biotech reported that its majority-owned subsidiary Cyprium Therapeutics has closed the sale of its Rare Pediatric Disease Priority Review Voucher for $205 million in gross proceeds under a previously disclosed asset purchase agreement. In connection with the transaction, Cyprium redeemed all outstanding shares of its 9.375% Perpetual Preferred Stock.

Fortress, which owns 80.4% of Cyprium’s outstanding common stock on an as-converted basis, expects to receive at least $100.0 million from Cyprium through potential future dividends and intercompany agreements, including intercompany debt, interest and accrued expenses. Cyprium must pay 20% of the PRV sale proceeds to an institute of the National Institutes of Health and also remains eligible to receive tiered royalties on net sales of ZYCUBO and up to approximately $128 million in aggregate sales milestones from Sentynl Therapeutics.

Positive

• Major non-dilutive cash event: Cyprium sold its Rare Pediatric Disease Priority Review Voucher for $205 million in gross proceeds, with Fortress expecting at least $100.0 million through dividends and intercompany payments, strengthening liquidity without issuing new equity.
• Ongoing royalty and milestone potential: Cyprium remains eligible for tiered royalties on ZYCUBO net sales and up to approximately $128 million in aggregate sales milestones from Sentynl Therapeutics, providing additional potential long-term cash flows.

Negative

• None.

Insights

Biopharma equity analyst

Large non-dilutive cash inflow improves Fortress Biotech’s financial flexibility.

The closed sale of Cyprium’s Rare Pediatric Disease Priority Review Voucher for $205 million represents a substantial monetization of a regulatory asset rather than new equity issuance. Fortress owns 80.4% of Cyprium and expects to receive at least $100.0 million via dividends and intercompany payments.

This inflow, alongside existing product revenue and milestone structures, can support business development and pipeline investment while limiting shareholder dilution, as highlighted by management. Cyprium also retains potential upside from tiered royalties and up to approximately $128 million in sales milestones on ZYCUBO, though actual realization will depend on commercial performance and standard regulatory and market risks described in the company’s risk disclosures.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

PRV sale proceeds: $205 million Expected Fortress inflow: $100.0 million Cyprium ownership: 80.4% +3 more

6 metrics

PRV sale proceeds $205 million Gross proceeds from Cyprium’s Rare Pediatric Disease Priority Review Voucher sale

Expected Fortress inflow $100.0 million Aggregate at least expected via future dividends and intercompany agreements from Cyprium

Cyprium ownership 80.4% Fortress ownership of Cyprium’s outstanding common stock on an as-converted basis

NIH share of PRV proceeds 20% Portion of PRV sale proceeds payable to an NIH institute

ZYCUBO sales milestones approximately $128 million Aggregate potential sales milestones payable to Cyprium from Sentynl

Preferred dividend rate 9.375% Dividend rate on Cyprium’s Perpetual Preferred Stock that was redeemed

Key Terms

Rare Pediatric Disease Priority Review Voucher, tiered royalties, sales milestones, Perpetual Preferred Stock, +2 more

6 terms

Rare Pediatric Disease Priority Review Voucher regulatory

"closing of the sale by Cyprium Therapeutics, Inc. of its Rare Pediatric Disease Priority Review Voucher"

A rare pediatric disease priority review voucher is a transferable regulatory benefit awarded to a company that wins approval for a drug treating a serious but uncommon childhood illness. It works like a “fast-pass” with regulators: the holder can use it to get an accelerated review of a future drug application or sell the voucher to another company, often for a large sum. Investors care because it can speed time to market or generate immediate cash, boosting potential returns and lowering risk on other programs.

tiered royalties financial

"Cyprium remains eligible to receive tiered royalties on net sales of ZYCUBO"

Tiered royalties are a payment structure where the percentage of earnings paid as royalties changes based on different levels of sales or production. For example, a company might pay a smaller percentage on initial sales and a higher percentage as sales increase beyond certain points. This system encourages higher sales by adjusting payments, making it important for investors to understand how revenue sharing may vary as a product or project grows.

sales milestones financial

"up to approximately $128 million in aggregate sales milestones from Sentynl"

Perpetual Preferred Stock financial

"Cyprium redeemed all outstanding shares of its 9.375% Perpetual Preferred Stock"

A perpetual preferred stock is a type of share that behaves like a forever-lasting, fixed-income investment: it pays regular dividends and has no set maturity date, yet it represents ownership rather than a loan. It ranks ahead of common stock for dividend payments and in liquidation, so investors treat it as a mix between a bond and an equity stake; its value depends largely on the issuer’s credit and prevailing interest rates.

Orphan Drug Designation regulatory

"AAV-ATP7A gene therapy is currently in pre-clinical development and has received FDA Orphan Drug Designation"

Orphan drug designation is a special status given to medicines developed to treat rare diseases affecting only a small number of people. This status often provides benefits like faster approval processes and financial incentives, making it more attractive for companies to develop these drugs. For investors, it signals potential for exclusive market rights and reduced competition, which can impact the drug’s profitability.

intercompany debt financial

"including amounts owed by Cyprium to the Company through intercompany debt, interest and accrued expenses"

Intercompany debt is money one legal entity in a corporate group owes to another within the same overall company — essentially an IOU between sister companies or between a parent and its subsidiary. Investors care because these internal loans affect reported cash, liabilities and profit across the group, can hide where real risk or liquidity sits, and may be restructured or written off in ways that change shareholder value or signal financial stress.

Understanding 8-K Material Events →

0001429260false0001429260us-gaap:CommonStockMember2026-03-302026-03-300001429260fbio:SeriesCumulativeRedeemablePerpetualPreferredStockMember2026-03-302026-03-3000014292602026-03-302026-03-30

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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):  March 30, 2026

Fortress Biotech, Inc.

(Exact Name of Registrant as Specified in Charter)

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Delaware
 (State or Other Jurisdiction
of Incorporation)   ​ ​ 001-35366
 (Commission File Number)   ​ ​ ​ 20-5157386
(IRS Employer
Identification No.)

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1111 Kane Concourse, Suite 301

Bay Harbor Islands, FL 33154

(Address of Principal Executive Offices)

(781) 652-4500

(Registrant’s telephone number, including area code)

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:

☐Written communications pursuant to Rule 425 under the Securities Act.

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

☐Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act.

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	FBIO	Nasdaq Capital Market
9.375% Series A Cumulative Redeemable Perpetual Preferred Stock	FBIOP	Nasdaq Capital Market

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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. ☐

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Item 8.01 Other Events.

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On March 30, 2026, Fortress Biotech, Inc. (the “Company”) issued a press release announcing the closing of the sale by Cyprium Therapeutics, Inc. (“Cyprium”), a majority-owned subsidiary of the Company, of its Rare Pediatric Disease Priority Review Voucher (“PRV”) for $205 million in gross proceeds pursuant to the previously disclosed definitive asset purchase agreement (the “PRV APA”).

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In connection with the sale of the PRV, Cyprium redeemed all outstanding shares of its 9.375% Perpetual Preferred Stock pursuant to the previously disclosed terms of such securities.

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The Company currently owns 80.4% of Cyprium’s outstanding common stock, on an as-converted basis, and expects to receive its pro rata share of future dividends from Cyprium following the closing of the PRV APA. In total, the Company expects to receive an aggregate of at least $100.0 million from Cyprium pursuant to potential future dividends and intercompany agreements, including amounts owed by Cyprium to the Company through intercompany debt, interest and accrued expenses. The amount the Company will receive is subject to change based on various considerations including, but not limited to, Cyprium’s obligation to pay 20% of the proceeds from a PRV sale to an institute of the National Institutes of Health, Cyprium’s tax obligations on the income received from the PRV APA, any future dividends that may be approved by Cyprium’s Board of Directors, and Cyprium’s outstanding and future obligations.

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Forward-Looking Statements

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Statements in this Current Report on Form 8-K that are not descriptions of historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. The words “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “potential,” “predicts,” “should,” or “will” or the negative of these terms or other comparable terminology are generally intended to identify forward-looking statements. These forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties that could negatively affect our business, operating results, financial condition and stock price. Factors that could cause actual results to differ materially from those currently anticipated include risks relating to: our growth strategy, financing and strategic agreements and relationships; our need for substantial additional funds and uncertainties relating to financings; uncertainty related to the timing and amounts expected to be realized from future milestone, contingent value right, royalty or similar future revenue streams, if at all; our ability to identify, acquire, close and integrate product candidates successfully and on a timely basis; our ability to attract, integrate and retain key personnel; the early stage of products under development; the results of research and development activities; uncertainties relating to preclinical and clinical testing; our ability to obtain regulatory approval for products under development; our ability to successfully commercialize products for which we receive regulatory approval; our ability to secure and maintain third-party manufacturing, marketing and distribution of our and our partner companies’ products and product candidates; government regulation; patent and intellectual property matters; competition; as well as other risks described in our SEC filings. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as may be required by law, and we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The information contained herein is intended to be reviewed in its totality, and any stipulations, conditions or provisos that apply to a given piece of information in one part of this Current Report on Form 8-K should be read as applying mutatis mutandis to every other instance of such information appearing herein.

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Item 9.01.    Financial Statements and Exhibits.

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(d)    Exhibits.

The following exhibits are filed herewith:

99
Exhibit Number	​ ​ ​	Description
99.1		Press Release of Fortress Biotech, Inc. dated March 30, 2026
104		Cover Page Interactive Data File (the cover page XBRL tags are imbedded in the Inline XBRL document)

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

​	Fortress Biotech, Inc.
​	(Registrant)
​	​
Date: March 30, 2026
​	​	​
	By:	/s/ David Jin
		David Jin
		Chief Financial Officer

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Exhibit 99.1

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Fortress Biotech’s Subsidiary Cyprium Therapeutics Closes Sale of Rare Pediatric Disease Priority Review Voucher for $205 Million

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Miami, FL – March 30, 2026 – Fortress Biotech, Inc. (Nasdaq: FBIO) (“Fortress”) and its majority-owned subsidiary, Cyprium Therapeutics, Inc. (“Cyprium”), today announced the closing of the sale of Cyprium’s Rare Pediatric Disease Priority Review Voucher (“PRV”) for gross proceeds of $205 million.

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“The sale of the PRV by Cyprium is a transformational corporate transaction for both Cyprium and Fortress. As the majority shareholder of Cyprium, Fortress expects to receive over $100 million in proceeds from the transaction, which will enhance our financial flexibility to invest in business development and the continued advancement of our robust portfolio,” said Lindsay A. Rosenwald, M.D., Fortress’ Chairman, President and Chief Executive Officer and Cyprium’s Chairman. “In addition to the PRV sale, Fortress’ portfolio earned three FDA approvals in the last 15 months for Emrosi™, UNLOXCYT™, and ZYCUBO®, and we sold our former subsidiary Checkpoint Therapeutics to Sun Pharma. All of the progress across our diversified portfolio further validates our business model and we look forward to the potential achievement of key upcoming milestones within our broad pipeline of commercial and clinical-stage assets.”

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In December 2023, Sentynl Therapeutics, Inc. (“Sentynl”) assumed full responsibility for the development and commercialization of ZYCUBO® (copper histidinate, formerly known as CUTX-101) from Cyprium. The PRV was issued upon approval of ZYCUBO® by the U.S. Food and Drug Administration (“FDA”) on January 12, 2026. Pursuant to the transaction with Sentynl, the PRV was immediately transferred to Cyprium and has now been sold by Cyprium.

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Cyprium remains eligible to receive tiered royalties on net sales of ZYCUBO® and up to approximately $128 million in aggregate sales milestones from Sentynl. Cyprium is obligated to pay 20% of the proceeds from the PRV sale to the Eunice Kennedy Shriver National Institute of Child Health and Human Development, an institute of the National Institutes of Health.

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About Cyprium Therapeutics

Cyprium Therapeutics, Inc. (“Cyprium”) is focused on the development of novel therapies for the treatment of Menkes disease and related copper metabolism disorders. In March 2017, Cyprium entered into a Cooperative Research and Development Agreement with the Eunice Kennedy Shriver National Institute of Child Health and Human Development (“NICHD”), part of the NIH, to advance the clinical development of CUTX-101 (Copper Histidinate injection) for the treatment of Menkes disease. In 2023, Cyprium completed the transfer of its proprietary rights and assigned its FDA documents pertaining to CUTX-101 to Sentynl Therapeutics, Inc. ZYCUBO® (formerly CUTX-101) was U.S. FDA-approved in 2026 for the treatment of Menkes disease in pediatric patients. Cyprium and NICHD also have an ongoing worldwide, exclusive license agreement to

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develop and commercialize adeno-associated virus (AAV)-based gene therapy, called AAV-ATP7A, to deliver working copies of the copper transporter that is defective in patients with Menkes disease, and to be used in combination with CUTX-101; AAV-ATP7A gene therapy is currently in pre-clinical development and has received FDA Orphan Drug Designation. Cyprium was founded by, and is a majority-owned subsidiary of, Fortress Biotech, Inc. (Nasdaq: FBIO). For more information, visit www.cypriumtx.com.  

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About Fortress Biotech

Fortress Biotech, Inc. (“Fortress”) is an innovative biopharmaceutical company focused on acquiring and advancing assets to enhance long-term value for shareholders through product revenue, equity holdings and dividend and royalty income. The company has multiple marketed prescription pharmaceutical products and programs in development at Fortress, at its majority-owned and majority-controlled partners and subsidiaries and at partners and subsidiaries it founded and in which it holds significant minority ownership positions. Fortress’ portfolio is being commercialized and developed for various therapeutic areas including oncology, dermatology, and rare diseases. Fortress’ model is focused on leveraging its significant biopharmaceutical industry expertise and network to further expand and advance the company’s portfolio of product opportunities. Fortress has established partnerships with some of the world’s leading academic research institutions and biopharmaceutical companies to maximize each opportunity to its full potential, including AstraZeneca, City of Hope, Nationwide Children’s Hospital, Columbia University, Dana-Farber Cancer Center and Sentynl Therapeutics. For more information, visit www.fortressbiotech.com.

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Forward-Looking Statements

Statements in this press release that are not descriptions of historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. The words “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “potential,” “predicts,” “should,” or “will” or the negative of these terms or other comparable terminology are generally intended to identify forward-looking statements. These forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties that could negatively affect our business, operating results, financial condition and stock price. Factors that could cause actual results to differ materially from those currently anticipated include risks relating to: our growth strategy, financing and strategic agreements and relationships; our need for substantial additional funds and uncertainties relating to financings; uncertainty related to the timing and amounts expected to be realized from future milestone, contingent value right, royalty or similar future revenue streams, if at all; our ability to identify, acquire, close and integrate product candidates successfully and on a timely basis; our ability to attract, integrate and retain key personnel; the early stage of products under development; the results of research and development activities; uncertainties relating to preclinical and clinical testing; our ability to obtain regulatory approval for products under development; our ability to successfully commercialize products for which we receive regulatory approval; our ability to secure and maintain third-party manufacturing, marketing and distribution of our and our partner companies’ products and product candidates; government regulation; patent and

intellectual property matters; competition; as well as other risks described in our SEC filings. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as may be required by law, and we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The information contained herein is intended to be reviewed in its totality, and any stipulations, conditions or provisos that apply to a given piece of information in one part of this press release should be read as applying mutatis mutandis to every other instance of such information appearing herein.

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Company Contact:

Jaclyn Jaffe

Fortress Biotech, Inc.

(781) 652-4500

ir@fortressbiotech.com

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Media Relations Contact:

Tony Plohoros

6 Degrees

(908) 591-2839

tplohoros@6degreespr.com

FAQ

What transaction did Fortress Biotech (FBIO) announce involving Cyprium Therapeutics?

Fortress Biotech announced that its majority-owned subsidiary Cyprium Therapeutics closed the sale of its Rare Pediatric Disease Priority Review Voucher for $205 million in gross proceeds. The sale follows a previously disclosed definitive asset purchase agreement and is described as a transformational corporate transaction for both companies.

How much cash does Fortress Biotech expect to receive from the PRV transaction with Cyprium?

Fortress Biotech currently owns 80.4% of Cyprium and expects to receive an aggregate of at least $100.0 million. This amount is anticipated through potential future dividends and intercompany agreements, including intercompany debt, interest and accrued expenses related to the PRV sale proceeds at Cyprium.

What obligations does Cyprium have related to the $205 million PRV sale proceeds?

Cyprium is obligated to pay 20% of the PRV sale proceeds to the Eunice Kennedy Shriver National Institute of Child Health and Human Development, part of the NIH. Cyprium must also address tax obligations on PRV income and other outstanding and future obligations before determining dividend levels.

What additional upside can Cyprium and Fortress Biotech gain from ZYCUBO after the PRV sale?

Cyprium remains eligible to receive tiered royalties on net sales of ZYCUBO and up to approximately $128 million in aggregate sales milestones from Sentynl Therapeutics. These potential payments would be in addition to the PRV proceeds and could support further value for Fortress over time.

How does Fortress Biotech describe the impact of the PRV sale on its business model?

Fortress Biotech’s CEO called the PRV sale a transformational corporate transaction, noting the company expects over $100 million in proceeds. Management highlighted that this enhances financial flexibility to invest in business development and advance a diversified portfolio of commercial and clinical-stage assets.

What happened to Cyprium’s 9.375% Perpetual Preferred Stock in connection with the PRV sale?

In connection with the PRV sale, Cyprium redeemed all outstanding shares of its 9.375% Perpetual Preferred Stock pursuant to previously disclosed terms. This removes that preferred layer from Cyprium’s capital structure, simplifying ownership now that substantial cash has been generated from the voucher.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99 EX-99 17.5 KB

Other Documents

• EX-101 EX-101.SCH 3.9 KB
• EX-101 EX-101.DEF 14.5 KB
• EX-101 EX-101.LAB 16.8 KB
• EX-101 EX-101.PRE 14.5 KB