6-K
Mesoblast Ltd (MESO)
UNITED STATES 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
For the month of January 2025
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)
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 14, 2025, Mesoblast Limited filed with the Australian Securities Exchange a new release announcement, which is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
On January 14, 2025, Mesoblast Limited filed with the Australian Securities Exchange a proposed issue of securities (Appendix 3B), which is attached hereto as Exhibit 99.2, and is incorporated herein by reference.
On January 10, 2025, 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 99.3 & Exhibit 99.4, and is incorporated herein by reference.
On January 6, 2025, Mesoblast Limited filed with the Australian Securities Exchange a proposed issue of securities (Appendix 3B), which is attached hereto as Exhibit 99.5, 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 15, 2025
INDEX TO EXHIBITS
| Item | |
|---|---|
| exhibit991.htm99.1 | Press release of Mesoblast Ltd, dated January 14, 2025. |
| 99.2 | Appendix 3B of Mesoblast Ltd, dated January 14, 2025. |
| 99.3 | Appendix 2A of Mesoblast Ltd, dated January 10, 2025. |
| 99.4 | Appendix 2A of Mesoblast Ltd, dated January 10, 2025. |
| 99.5 | Appendix 3B of Mesoblast Ltd, dated January 6, 2025. |
exhibit991
MESOBLAST RAISES NEW CAPITAL FOR COMMERCIAL LAUNCH OF RYONCIL® Not for release to US wire services or distribution in the United States Melbourne, Australia; January 14 and New York, USA; January 13, 2025: Mesoblast Limited (ASX:MSB; Nasdaq:MESO), global leader in allogeneic cellular medicines for inflammatory diseases, today announced it has completed a global private placement primarily to Mesoblast’s existing major US, UK, and Australian shareholders raising A$260 million (US$160 million) at A$2.50 per share. Proceeds will be used to fund: • US commercial launch of Ryoncil® (remestemcel-L) for steroid-refractory acute graft-versus- host disease (SR-aGvHD) in pediatric patients; • Clinical development including acceleration of the second Phase 3 study in inflammatory chronic low back pain (CLBP) which is actively recruiting; • Expansion of commercial manufacturing activities in preparation for product uptake and demand; and • Working capital and general corporate purposes. Chief Executive Dr. Silviu Itescu said “We appreciate the strong support from our shareholders as we scale-up production and provide to hospitals Ryoncil®, the first and only FDA-approved mesenchymal stromal cell therapeutic, to treat children with life-threatening SR-aGvHD.” About Mesoblast Mesoblast (the Company) is a world leader in developing allogeneic (off-the-shelf) cellular medicines for the treatment of severe and life-threatening inflammatory conditions. The therapies from the Company’s proprietary mesenchymal lineage cell therapy technology platform respond to severe inflammation by releasing anti-inflammatory factors that counter and modulate multiple effector arms of the immune system, resulting in significant reduction of the damaging inflammatory process. Mesoblast’s RYONCIL® (remestemcel-L) for the treatment of steroid-refractory acute graft versus host disease (SR-aGvHD) in children 2 months and older is the first FDA-approved mesenchymal stromal cell (MSC) therapy. Please see the full Prescribing Information at www.ryoncil.com. Mesoblast is committed to developing additional cell therapies for distinct indications based on its remestemcel-L and rexlemestrocel-L allogeneic stromal cell technology platforms. RYONCIL is being developed for additional inflammatory diseases including SR-aGvHD in adults and biologic-resistant inflammatory bowel disease. Rexlemestrocel-L is being developed for heart failure and chronic low back pain. The Company has established commercial partnerships in Japan, Europe and China. About Mesoblast intellectual property: Mesoblast has a strong and extensive global intellectual property portfolio, with over 1,000 granted patents or patent applications covering mesenchymal stromal cell compositions of matter, methods of manufacturing and indications. These granted patents and patent applications provide commercial protection extending through to at least 2041 in all major markets. About Mesoblast manufacturing: The Company’s proprietary manufacturing processes yield industrial-scale, cryopreserved, off-the-shelf, cellular medicines. These cell therapies, with defined pharmaceutical release criteria, are planned to be readily available to patients worldwide.
Mesoblast has locations in Australia, the United States and Singapore and is listed on the Australian Securities Exchange (MSB) and on the Nasdaq (MESO). For more information, please see www.mesoblast.com, LinkedIn: Mesoblast Limited and Twitter: @Mesoblast Forward-Looking Statements This press release includes forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. We make such forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward-looking statements should not be read as a guarantee of future performance or results, and actual results may differ from the results anticipated in these forward-looking statements, and the differences may be material and adverse. Forward-looking statements include, but are not limited to, statements about: the initiation, timing, progress and results of Mesoblast’s preclinical and clinical studies, and Mesoblast’s research and development programs; Mesoblast’s ability to advance product candidates into, enroll and successfully complete, clinical studies, including multi-national clinical trials; Mesoblast’s ability to advance its manufacturing capabilities; the timing or likelihood of regulatory filings and approvals, manufacturing activities and product marketing activities, if any; the commercialization of Mesoblast’s RYONCIL for pediatric SR-aGVHD and any other product candidates, if approved; regulatory or public perceptions and market acceptance surrounding the use of stem-cell based therapies; the potential for Mesoblast’s product candidates, if any are approved, to be withdrawn from the market due to patient adverse events or deaths; the potential benefits of strategic collaboration agreements and Mesoblast’s ability to enter into and maintain established strategic collaborations; Mesoblast’s ability to establish and maintain intellectual property on its product candidates and Mesoblast’s ability to successfully defend these in cases of alleged infringement; the scope of protection Mesoblast is able to establish and maintain for intellectual property rights covering its product candidates and technology; estimates of Mesoblast’s expenses, future revenues, capital requirements and its needs for additional financing; Mesoblast’s financial performance; developments relating to Mesoblast’s competitors and industry; and the pricing and reimbursement of Mesoblast’s product candidates, if approved. You should read this press release together with our risk factors, in our most recently filed reports with the SEC or on our website. Uncertainties and risks that may cause Mesoblast’s actual results, performance or achievements to be materially different from those which may be expressed or implied by such statements, and accordingly, you should not place undue reliance on these forward-looking statements. We do not undertake any obligations to publicly update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise. Not an offer in the United States This announcement has been prepared for publication in Australia and may not be released to US wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws. Release authorized by the Chief Executive. For more information, please contact: Corporate Communications / Investors Media – Global Paul Hughes Allison Worldwide T: +61 3 9639 6036 Emma Neal E: investors@mesoblast.com T: +1 603 545 4843 E: emma.neal@allisonworldwide.com Media – Australia BlueDot Media Steve Dabkowski T: +61 419 880 486 E: steve@bluedot.net.au
exhibit992appendix3b
Appendix 3B - Proposed issue of securities Appendix 3B - Proposed issue of securities 1 / 5 Announcement Summary Entity name MESOBLAST LIMITED Announcement Type New announcement Date of this announcement 14/1/2025 The Proposed issue is: Total number of +securities proposed to be issued for a placement or other type of issue ASX +security code +Security description Maximum Number of +securities to be issued MSB ORDINARY FULLY PAID 104,000,000 Proposed +issue date 20/1/2025 Refer to next page for full details of the announcement A placement or other type of issue F or p er so na l u se o nl y
Appendix 3B - Proposed issue of securities Appendix 3B - Proposed issue of securities 2 / 5 Part 1 - Entity and announcement details 1.1 Name of +Entity MESOBLAST LIMITED We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules. If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation). 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 14/1/2025 1.6 The Proposed issue is: A placement or other type of issue New announcement F or p er so na l u se o nl y
Appendix 3B - Proposed issue of securities Appendix 3B - Proposed issue of securities 3 / 5 Part 7 - Details of proposed placement or other issue Part 7A - Conditions 7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Part 7B - Issue details Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Will the proposed issue of this +security include an offer of attaching +securities? Details of +securities proposed to be issued ASX +security code and description MSB : ORDINARY FULLY PAID Number of +securities proposed to be issued 104,000,000 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? In what currency is the cash consideration being paid? AUD - Australian Dollar What is the issue price per +security? AUD 2.50000 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes Yes No Existing class No F or p er so na l u se o nl y
Appendix 3B - Proposed issue of securities Appendix 3B - Proposed issue of securities 4 / 5 Part 7C - Timetable 7C.1 Proposed +issue date 20/1/2025 Part 7D - Listing Rule requirements 7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? 7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? 7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1? 104,000,000 ordinary shares 7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? 7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? 7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? 7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? Part 7E - Fees and expenses 7E.1 Will there be a lead manager or broker to the proposed issue? 7E.2 Is the proposed issue to be underwritten? 7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue Professional advisor, manager, legal, accounting, share registry, depositary and settlement fees totaling approximately US$3.9 million Part 7F - Further Information 7F.01 The purpose(s) for which the entity is issuing the securities See ASX announcement lodged concurrently with this Appendix 3B 7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? 7F.2 Any other information the entity wishes to provide about the proposed issue 7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: No No No No No No No Yes No F or p er so na l u se o nl y
Appendix 3B - Proposed issue of securities Appendix 3B - Proposed issue of securities 5 / 5 The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f) F or p er so na l u se o nl y
exhibit993appendix2a
Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 1 / 6 Announcement Summary Entity name MESOBLAST LIMITED Announcement Type New announcement Date of this announcement Friday January 10, 2025 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 10,228,239 07/01/2025 Refer to next page for full details of the announcement +Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B F or p er so na l u se o nl y
Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 2 / 6 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 10/1/2025 New announcement F or p er so na l u se o nl y
Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 3 / 6 Part 2 - Type of Issue 2.1 The +securities to be quoted are: Previous Appendix 3B details: Announcement Date and Time 06-Jan-2025 18:05 Announcement Title New - Proposed issue of securities - MSB Selected Appendix 3B to submit quotation request A placement or other type of issue 2.3a.2 Are there any further issues of +securities yet to take place to complete the transaction(s) referred to in the Appendix 3B? No +Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B F or p er so na l u se o nl y
Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 4 / 6 Part 3A - number and type of +securities to be quoted where issue has previously been notified to ASX in an Appendix 3B Placement Details ASX +security code and description MSB : ORDINARY FULLY PAID Issue date 7/1/2025 Distribution Schedule Provide a distribution schedule for the new +securities according to the categories set out in the left hand column - including the number of recipients and the total percentage of the new +securities held by the recipients in each category. Number of +securities held Number of holders Total percentage of +securities held For example, to enter a value of 50% please input as 50.00 1 - 1,000 % 1,001 - 5,000 % 5,001 - 10,000 % 10,001 - 100,000 % 100,001 and over % F or p er so na l u se o nl y
Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 5 / 6 Issue details Number of +securities to be quoted 10,228,239 Are the +securities being issued for a cash consideration? Please describe the consideration being provided for the +securities Shares issued to Osiris Therapeutics Inc. as contingent consideration in relation to the Food and Drug Administration (FDA) approving RYONCIL (remestemcel-L) in the United States. Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the +securities to be quoted 32,169,856.840000 Any other information the entity wishes to provide about the +securities to be quoted 10,228,239 ordinary shares will be subject to voluntary escrow for 12 months from the issue date of these shares No F or p er so na l u se o nl y
Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 6 / 6 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 1,157,052,167 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 72,106,208 MSBAA : WARRANTS 2 2,000,000 MSBAO : WARRANTS 15,027,327 MSBAP : ADS WARRANTS 884,838 MSBAQ : ADS WARRANTS 2 227,502 F or p er so na l u se o nl y
exhibit994appendix2a
Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 1 / 6 Announcement Summary Entity name MESOBLAST LIMITED Announcement Type New announcement Date of this announcement Friday January 10, 2025 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 2,275,020 03/01/2025 Refer to next page for full details of the announcement +Securities issued, transferred or re-classified as a result of options being exercised or other +convertible securities being converted F or p er so na l u se o nl y
Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 2 / 6 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 10/1/2025 New announcement F or p er so na l u se o nl y
Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 3 / 6 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, transferred or re-classified as a result of options being exercised or other +convertible securities being converted F or p er so na l u se o nl y
Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 4 / 6 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 Existing +securities converting into additional +securities in an existing class FROM (Existing Class) ASX +security code and description MSBAQ : ADS WARRANTS 2 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 227,502 The first date the options were exercised or other +convertible securities were converted 3/1/2025 The last date the options were exercised or other +convertible securities were converted 3/1/2025 Is this all of the options or other +convertible securities on issue of that type (ie have all of those options now been exercised or have all of those convertible securities now been converted)? 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: Were the options being exercised or other +convertible securities being converted issued under an +employee incentive scheme? Issue date 3/1/2025 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 Intended to be, but are not yet, quoted by ASX An issue of new +securities Yes F or p er so na l u se o nl y
Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 5 / 6 Issue details Number of +securities to be quoted 2,275,020 Are the +securities being issued for a cash consideration? In what currency is the cash consideration being paid? USD - US Dollar What is the issue price per +security? USD 7.24000000 Any other information the entity wishes to provide about the +securities to be quoted Each "ADS Warrant 2" converted into one American Depositary Share (ADS) at an issue price of US$7.24 per ADS, and one American Depositary Share is equivalent to 10 ordinary shares Yes F or p er so na l u se o nl y
Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 6 / 6 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 1,149,098,948 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 72,106,208 MSBAA : WARRANTS 2 2,000,000 MSBAO : WARRANTS 15,027,327 MSBAP : ADS WARRANTS 884,838 MSBAQ : ADS WARRANTS 2 0 F or p er so na l u se o nl y
exhibit995appendix3b
Appendix 3B - Proposed issue of securities Appendix 3B - Proposed issue of securities 1 / 5 Announcement Summary Entity name MESOBLAST LIMITED Announcement Type New announcement Date of this announcement 6/1/2025 The Proposed issue is: Total number of +securities proposed to be issued for a placement or other type of issue ASX +security code +Security description Maximum Number of +securities to be issued MSB ORDINARY FULLY PAID 10,228,239 Proposed +issue date 7/1/2025 Refer to next page for full details of the announcement A placement or other type of issue F or p er so na l u se o nl y
Appendix 3B - Proposed issue of securities Appendix 3B - Proposed issue of securities 2 / 5 Part 1 - Entity and announcement details 1.1 Name of +Entity MESOBLAST LIMITED We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules. If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation). 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 6/1/2025 1.6 The Proposed issue is: A placement or other type of issue New announcement F or p er so na l u se o nl y
Appendix 3B - Proposed issue of securities Appendix 3B - Proposed issue of securities 3 / 5 Part 7 - Details of proposed placement or other issue Part 7A - Conditions 7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Part 7B - Issue details Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Will the proposed issue of this +security include an offer of attaching +securities? Details of +securities proposed to be issued ASX +security code and description MSB : ORDINARY FULLY PAID Number of +securities proposed to be issued 10,228,239 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? Please describe the consideration being provided for the +securities Share issue to Osiris Therapeutics Inc. as contingent consideration in relation to the Food and Drug Administration (FDA) approving RYONCIL (remestemcel-L) in the United States. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 32,169,856.840000 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes No No Existing class No F or p er so na l u se o nl y
Appendix 3B - Proposed issue of securities Appendix 3B - Proposed issue of securities 4 / 5 Part 7C - Timetable 7C.1 Proposed +issue date 7/1/2025 Part 7D - Listing Rule requirements 7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? 7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? 7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1? 10,228,239 ordinary shares 7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? 7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? 7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? 7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? 7D.4a Please enter the number and +class of the +securities subject to +voluntary escrow and the date from which they will cease to be subject to +voluntary escrow 10,228,239 ordinary shares will be subject to voluntary escrow for 12 months from the issue date of these shares Part 7E - Fees and expenses 7E.1 Will there be a lead manager or broker to the proposed issue? 7E.2 Is the proposed issue to be underwritten? 7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue Part 7F - Further Information 7F.01 The purpose(s) for which the entity is issuing the securities Share issue to Osiris Therapeutics Inc. as contingent consideration in relation to the Food and Drug Administration (FDA) approving RYONCIL (remestemcel-L) in the United States. 7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No No No Yes No No No Yes No F or p er so na l u se o nl y
Appendix 3B - Proposed issue of securities Appendix 3B - Proposed issue of securities 5 / 5 7F.2 Any other information the entity wishes to provide about the proposed issue 7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: Not applicable - the entity has arrangements in place with the holder that ensure the securities cannot be on-sold within 12 months in a manner that would breach section 707(3) or 1012C(6) F or p er so na l u se o nl y