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:
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| |
| Name of each exchange on which registered |
Common Stock, $0.10 Par Value
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| BMY
|
| New York Stock Exchange
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1.000% Notes due 2025
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| BMY25
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| New York Stock Exchange
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1.750% Notes due 2035
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| BMY35
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| New York Stock Exchange
|
Bristol-Myers Squibb Contingent Value Rights
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| BMY RT
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| New York Stock Exchange
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Celgene Contingent Value Rights
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| CELG RT
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| 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. ☐
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. |
The following exhibit is included as part of this Current Report on Form 8-K:
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| |
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| 99.1 |
| Press release of Bristol-Myers Squibb Company dated January 1, 2021. |
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| 104 |
| The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101). |
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). |
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 |
|
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| Dated: January 4, 2021 | By: | /s/Katherine R. Kelly |
| Name: | Katherine R. Kelly |
| Title: | Corporate Secretary |
