Mesoblast Ltd 6-K, filed Jan 14, 2026
Mesoblast Ltd (MESO)
6-K
2026-01-14
For: 2026-01-14
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Added on
April 08, 2026
About this 6-K
Mesoblast Ltd filed this 6-K on January 14, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934
Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934
For the month of January 2026
Commission File Number 001-37626
Mesoblast Limited
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
Australia
(Jurisdiction of incorporation or organization)
(Jurisdiction of incorporation or organization)
Silviu Itescu
Chief Executive Officer and Executive Director
Level 38
55 Collins Street
Melbourne 3000
Australia
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:
Form 20-F ☑ Form 40-F ☐
INFORMATION CONTAINED ON THIS REPORT ON FORM 6-K
On January 13, 2026, Mesoblast Limited filed with the Australian Securities Exchange a new issue announcement, notification of issue, conversion or payment up of unquoted equity securities (Appendix 3G) which is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
On January 13, 2026, Mesoblast Limited filed with the Australian Securities Exchange a new issue announcement, application for quotation of securities (Appendix 2A) which is attached hereto as Exhibit 99.2, and is incorporated herein by reference.
On January 13, 2026, Mesoblast Limited filed with the Australian Securities Exchange a new issue announcement, change of director’s interest notice (Appendix 3Y) which is attached hereto as Exhibit 99.3, and is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly organized.
Mesoblast Limited | ||||||||||||||
| /s/ Niva Sivakumar | ||||||||||||||
| Niva Sivakumar | ||||||||||||||
| Company Secretary | ||||||||||||||
Dated: January 14, 2026
INDEX TO EXHIBITS
| Item | ||||||||
Appendix 3G of Mesoblast Ltd, dated January 13, 2026. | ||||||||
Appendix 2A of Mesoblast Ltd, dated January 13, 2026. | ||||||||
Appendix 3Y of Mesoblast Ltd, dated January 13, 2026. | ||||||||
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities 1 / 6 Announcement Summary Entity name MESOBLAST LIMITED Date of this announcement Tuesday January 13, 2026 The +securities the subject of this notification are: Total number of +securities to be issued/transferred ASX +security code Security description Total number of +securities to be issued/transferred Issue date MSB ORDINARY FULLY PAID 6,856,460 09/01/2026 Refer to next page for full details of the announcement Unquoted options that have been exercised or other unquoted +convertible securities that have been converted
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities 2 / 6 Part 1 - Entity and announcement details 1.1 Name of entity MESOBLAST LIMITED We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities. 1.2 Registered number type ABN Registration number 68109431870 1.3 ASX issuer code MSB 1.4 The announcement is 1.5 Date of this announcement 13/1/2026 New announcement
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities 3 / 6 Part 2 - Issue details 2.1 The +securities the subject of this notification are: 2.2b The +securities being issued, transferred or re-classified as a result of the options being exercised or other +convertible securities being converted are: securities that have already been quoted on ASX ("existing class") Unquoted options that have been exercised or other unquoted +convertible securities that have been converted
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities 4 / 6 Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to ASX in an Appendix 3B The right of the holder of the options or other +convertible securities to receive the +underlying securities is being satisfied by: The underlying securities being received by the holder are: Existing +securities converting into an existing class FROM (Existing Class) ASX +Security code and description MSBAI : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES TO (Existing Class) ASX +Security code and description MSB : ORDINARY FULLY PAID Please state the number of options that were exercised or other +convertible securities that were converted 6,856,460 The first date the options were exercised or other +convertible securities were converted 1/10/2025 The last date the options were exercised or other +convertible securities were converted 9/1/2026 Is this all of the options or other +convertible securities on issue of that type? Were the options being exercised or other +convertible securities being converted issued under an +employee incentive scheme? Are any of the options being exercised or other +convertible securities being converted held by +key management personnel (KMP) or an +associate? Provide details of the KMP or +associates who are exercising options or converting +convertible securities. Name of KMP Name of registered holder Number of +securities Eric Rose Eric Rose 1,280,651 Date the +securities the subject of this notification were issued/transferred 9/1/2026 Any other information the entity wishes to provide about the +securities the subject of this notification Exercise by non-KMP of existing options issued in 2018, 2019, 2021, 2022, 2023 and 2024. Exercise of KMP of options issued in 2024 which were required to be exercised by 13 March 2026. Yes Yes No Already quoted by ASX A transfer of existing +securities
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities 5 / 6 Issue details Number of +securities 6,856,460
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities 6 / 6 Part 4 - +Securities on issue Following the issue, conversion or payment up of the +securities the subject of this notification, the +securities of the entity will comprise: The figures in parts 4.1 and 4.2 below are automatically generated and may not reflect the entity's current issued capital if other Appendix 2A, Appendix 3G or Appendix 3H forms are currently with ASX for processing. 4.1 Quoted +securities (Total number of each +class of +securities issued and quoted on ASX) ASX +security code and description Total number of +securities on issue MSB : ORDINARY FULLY PAID 1,282,967,187 4.2 Unquoted +securities (Total number of each +class of +securities issued but not quoted on ASX) ASX +security code and description Total number of +securities on issue MSBAI : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES 81,262,569 MSBAA : WARRANTS 2 2,000,000 MSBAO : WARRANTS 15,027,327 MSBAP : ADS WARRANTS 884,838 MSBAB : WARRANTS 3 2,000,000
Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 1 / 7 Announcement Summary Entity name MESOBLAST LIMITED Announcement Type New announcement Date of this announcement Tuesday January 13, 2026 The +securities to be quoted are: Total number of +securities to be quoted ASX +security code Security description Number of +securities to be quoted Issue date MSB ORDINARY FULLY PAID 7,335,000 19/12/2025 Refer to next page for full details of the announcement +Securities issued under an +employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer
Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 2 / 7 Part 1 - Entity and announcement details 1.1 Name of entity MESOBLAST LIMITED We (the entity named above) apply for +quotation of the following +securities and agree to the matters set out in Appendix 2A of the ASX Listing Rules. 1.2 Registered number type ABN Registration number 68109431870 1.3 ASX issuer code MSB 1.4 The announcement is 1.5 Date of this announcement 13/1/2026 New announcement
Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 3 / 7 Part 2 - Type of Issue 2.1 The +securities to be quoted are: 2.2 The +class of +securities to be quoted is: Additional +securities in a class that is already quoted on ASX ("existing class") +Securities issued under an +employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer
Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 4 / 7 Part 3B - number and type of +securities to be quoted (existing class) where issue has not previously been notified to ASX in an Appendix 3B Additional +securities to be quoted in an existing class issued under an +employee incentive scheme FROM (Existing Class) ASX +security code and description No security currently exists FROM (Existing Class) +Security description Not applicable TO (Existing Class) ASX +security code and description MSB : ORDINARY FULLY PAID Please state the number of +securities issued under the +employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer 7,335,000 Please provide details of a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms Refer to Item 9 in Notice of Meeting released 27 October 2025 https://announcements.asx.com.au/asxpdf/20251027/pdf/06r26qhbgf417f.pdf Are any of these +securities being issued to +key management personnel (KMP) or an +associate Issue date 19/12/2025 Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued +securities in that class? Yes No
Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 5 / 7 Issue details Number of +securities to be quoted 7,335,000 Are the +securities being issued for a cash consideration? Please describe the consideration being provided for the +securities Shares issued to employee share plan trustee for exercise of previously granted options under Company's employee share option plan where such options have been granted and met all vesting conditions Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the +securities to be quoted 0.000000 Any other information the entity wishes to provide about the +securities to be quoted Shares issued to employee share plan trustee for option exercises and reduction in total option numbers as notified on a contemporaneously lodged "Appendix 3G - Notification regarding unquoted securities", and Appendix 3Gs lodged on 14 October 2025 and 28 October 2025 No
Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 6 / 7 Part 4 - Issued capital following quotation Following the quotation of the +securities the subject of this application, the issued capital of the entity will comprise: The figures in parts 4.1 and 4.2 below are automatically generated and may not reflect the entity's current issued capital if other Appendix 2A, Appendix 3G or Appendix 3H forms are currently with ASX for processing. 4.1 Quoted +securities (total number of each +class of +securities quoted on ASX following the +quotation of the +securities subject of this application) ASX +security code and description Total number of +securities on issue MSB : ORDINARY FULLY PAID 1,290,302,187 4.2 Unquoted +securities (total number of each +class of +securities issued but not quoted on ASX) ASX +security code and description Total number of +securities on issue MSBAI : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES 88,119,029 MSBAA : WARRANTS 2 2,000,000 MSBAO : WARRANTS 15,027,327 MSBAP : ADS WARRANTS 884,838 MSBAB : WARRANTS 3 2,000,000
Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 7 / 7 Part 5 - Other Listing Rule requirements 5.1 Are the +securities being issued under an exception in Listing Rule 7.2 and therefore the issue does not need any security holder approval under Listing Rule 7.1? 5.1a Select the number of the applicable exception in Listing Rule 7.2 13 Yes
Appendix 3Y Change of Director’s Interest Notice + See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 1 Rule 3.19A.2 Appendix 3Y Change of Director’s Interest Notice Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 30/09/01 Amended 01/01/11 Name of entity Mesoblast Limited ABN 68 109 431 870 We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act. Name of Director Dr Eric Rose Date of last notice 14 October 2025 Part 1 - Change of director’s relevant interests in securities In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part. Direct or indirect interest Direct Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. Eric Rose Date of change 6 January to 9 January 2026 No. of securities held prior to change 6,107,293 ordinary shares (including 71,472 ADS) 6,874,102 options Class Ordinary Shares Number acquired 1,280,651 ordinary shares acquired Number disposed 638,670 ordinary shares sold on-market to fund the exercise price and directors tax liability for options which were required to be exercised by 13 March 2026 (to avoid expiry)
Appendix 3Y Change of Director’s Interest Notice + See chapter 19 for defined terms. Appendix 3Y Page 2 01/01/2011 Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation Exercise price of A$12,807 for the options which were approved by shareholders at the 2024 AGM A$1,894,152 was received for the ordinary shares sold on-market with these proceeds used entirely to fund the exercise price and directors tax liability for options which were required to be exercised by 13 March 2026 (to avoid expiry) No. of securities held after change 6,749,274 ordinary shares (including 71,472 ADS) 5,593,451 options Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back Exercise of options and on-market share trade to fund exercise price and directors tax liability for options Part 2 – Change of director’s interests in contracts Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part. Detail of contract Not applicable Nature of interest Not applicable Name of registered holder (if issued securities) Not applicable Date of change Not applicable No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Not applicable Interest acquired Not applicable Interest disposed Not applicable Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Not applicable
Appendix 3Y Change of Director’s Interest Notice + See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 3 Interest after change Not applicable Part 3 – +Closed period Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required? No If so, was prior written clearance provided to allow the trade to proceed during this period? Not applicable If prior written clearance was provided, on what date was this provided? Not applicable