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): January 4, 2021 (January 1, 2021)
 

BRISTOL-MYERS SQUIBB COMPANY
(Exact Name of Registrant as Specified in its Charter)

Delaware
 001-01136
 22-0790350
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification Number)

430 East 29th Street, 14th Floor
New York, NY 10016
(Address of Principal Executive Office)

Registrant’s telephone number, including area code: (212) 546-4000

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 (see General Instruction A.2. below):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, $0.10 Par Value
BMY
New York Stock Exchange
1.000% Notes due 2025
BMY25
New York Stock Exchange
1.750% Notes due 2035
BMY35
New York Stock Exchange
Bristol-Myers Squibb Contingent Value Rights
BMY RT
New York Stock Exchange
Celgene Contingent Value Rights
CELG RT
New York Stock Exchange

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).
 
Emerging growth company ☐
 
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 8.01.
Other Events.
 
On January 1, 2021, Bristol-Myers Squibb Company (the “Company”) issued a press release announcing that the Biologics License Application for lisocabtagene maraleucel (“liso-cel”) for the treatment of adults with relapsed or refractory (R/R) large B-cell lymphoma after at least two prior therapies remains under review by the U.S. Food and Drug Administration (“FDA”) and that the Company has not received a decision for this application. Since the FDA’s approval of liso-cel did not occur by December 31, 2020, one of the three required milestones for payment of the Bristol-Myers Squibb Contingent Value Right (“CVR”) was not met. As a result, on January 1, 2021, the Contingent Value Rights Agreement, dated as of November 20, 2019 (the “CVR Agreement”), pursuant to which the CVRs were issued, terminated automatically in accordance with its terms and the CVRs are no longer eligible for payment under the CVR Agreement. The CVRs will no longer trade on the NYSE.

A copy of the press release issued by the Company is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.
Financial Statements and Exhibits.
 
 (d)
Exhibits
 
The following exhibit is included as part of this Current Report on Form 8-K:
 
Exhibit
No.
Description



99.1
Press release of Bristol-Myers Squibb Company dated January 1, 2021.



104
The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).

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EXHIBIT INDEX

Exhibit
No.
  
Description
     
 
Press release of Bristol-Myers Squibb Company dated January 1, 2021.
     
104
  
The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).

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SIGNATURES
 
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.
 
BRISTOL-MYERS SQUIBB COMPANY


Dated: January 4, 2021
By:
/s/Katherine R. Kelly

Name:
Katherine R. Kelly

Title:
Corporate Secretary


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