8-K

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): February 28, 2023  (February 23, 2023)

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, New York, 10016

(Address of Principal Executive Office)

Registrant’s telephone number, including area code: (212) 546-4200

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))

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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
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.

As previously announced, on November 20, 2019, Bristol-Myers Squibb Company (the “Company”) acquired Celgene Corporation (“Celgene”) when it consummated the transactions contemplated by the Agreement and Plan of Merger, dated as of January 2, 2019 (“Merger Agreement”), among the Company, Burgundy Merger Sub, Inc., a wholly owned subsidiary of the Company, and Celgene. In connection with the consummation of the transactions contemplated by the Merger Agreement, the Company assumed the contingent value rights related to Celgene’s Abraxane^® and Abraxis pipeline products granted by Celgene to certain holders thereof pursuant to that certain Contingent Value Rights Agreement, dated as of October 15, 2010 (as amended, supplemented or otherwise modified from time to time, the “CVR Agreement”), between Equiniti Trust Company (the “Trustee”, as successor to American Stock Transfer & Trust Company, LLC) and the Company (as successor in interest to Celgene).

On February 23, 2023, the Company notified the Trustee that the Net Sales (as defined in the CVR Agreement) in respect of Abraxane for the year ended December 31, 2022 is $908,974,933 and that there is no Net Sales Payment (as defined in the CVR Agreement) due in respect of the year ended December 31, 2022, in accordance with Section 3.1 of the CVR Agreement. The Company reserves the right, in accordance with the terms of the CVR Agreement, to disclose by means of its website at www.bms.com in the "Investors" section the Net Sales Payment due, if any, in respect of any subsequent Net Sales Measuring Period (as defined in the CVR Agreement).

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: February 28, 2023	By:	/s/Kimberly M. Jablonski
	Name:	Kimberly M. Jablonski
	Title:	Corporate Secretary

XML

Document and Entity Information	Feb. 23, 2023
Entity Listings [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 23, 2023
Entity File Number	1-1136
Entity Registrant Name	BRISTOL-MYERS SQUIBB COMPANY
Entity Central Index Key	0000014272
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	22-0790350
Entity Address, Address Line One	430 East 29th Street
Entity Address, Address Line Two	14th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10016
City Area Code	212
Local Phone Number	546-4200
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, $0.10 Par Value
Trading Symbol	BMY
Security Exchange Name	NYSE
1.000% Notes due 2025 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	1.000% Notes due 2025
Trading Symbol	BMY25
Security Exchange Name	NYSE
1.750% Notes due 2035 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	1.750% Notes due 2035
Trading Symbol	BMY35
Security Exchange Name	NYSE
Celgene Contingent Value Rights [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Celgene Contingent Value Rights
Trading Symbol	CELG RT
Security Exchange Name	NYSE