Mesoblast Ltd 6-K, filed Jan 18, 2023
Mesoblast Ltd (MESO)
6-K
2023-01-18
For: 2023-01-10
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Added on
April 08, 2026
About this 6-K
Mesoblast Ltd filed this 6-K on January 18, 2023.
| 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
Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934
For the month of January 2023
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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ☐ No ☑
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ☐ No ☑
INFORMATION CONTAINED ON THIS REPORT ON FORM 6-K
On January 10, 2023, Mesoblast Limited filed with the Australian Securities Exchange an investor presentation, which is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
On January 16, 2023, Mesoblast Limited filed with the Australian Securities Exchange a new issue announcement, notification of issue, conversion or payment up of equity securities (Appendix 3G) which is attached hereto as Exhibit 99.2, and is incorporated herein by reference.
On January 16, 2023, Mesoblast Limited filed with the Australian Securities Exchange a new issue announcement, notification of cessation of securities (Appendix 3H) which is attached hereto as Exhibit 99.3, and is incorporated herein by reference.
On January 16, 2023, 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 99.4, and is incorporated herein by reference.
On January 16, 2023, 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 99.5, 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 18, 2023
INDEX TO EXHIBITS
| Item | ||||||||
| Investor presentation of Mesoblast Ltd, dated January 10, 2023. | ||||||||
| Appendix 3G of Mesoblast Ltd, dated January 16, 2023. | ||||||||
| Appendix 3H of Mesoblast Ltd, dated January 16, 2023. | ||||||||
| Appendix 3Y of Mesoblast Ltd, dated January 16, 2023. | ||||||||
| Appendix 3Y of Mesoblast Ltd, dated January 16, 2023. | ||||||||
mesoblast Global Leader in Allogeneic Cellular Medicines for Inflammatory Diseases January 2023 ASX: MSB; Nasdaq: MESO Corporate Presentation BIOTECH SHOWCASE 2023 Exhibit 99.1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This presentation 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. All statements other than statements of historical facts contained in this presentation are forward-looking statements. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “will,” “would,” “could,” and similar expressions or phrases identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and future events , recent changes in regulatory laws, and financial trends that we believe may affect our financial condition, results of operation, business strategy and financial needs. These statements may relate to, but are not limited to: expectations regarding the safety or efficacy of, or potential applications for, Mesoblast's adult stem cell technologies; expectations regarding the strength of Mesoblast's intellectual property, the timeline for Mesoblast's regulatory approval process, and the scalability and efficiency of manufacturing processes; expectations about Mesoblast's ability to grow its business and statements regarding its relationships with current and potential future business partners and future benefits of those relationships; statements concerning Mesoblast's share price or potential market capitalization; and statements concerning Mesoblast's capital requirements and ability to raise future capital, among others. 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. You should read this presentation together with our financial statements and the notes related thereto, as well as the 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, include, without limitation: risks inherent in the development and commercialization of potential products; uncertainty of clinical trial results or regulatory approvals or clearances; government regulation; the need for future capital; dependence upon collaborators; and protection of our intellectual property rights, among others. 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.
Our Mission Mesoblast is committed to bringing to market innovative cellular medicines to treat serious and life-threatening illnesses
4 m e s o b l a s t Investment Highlights First FDA Approval Expected in 2023 Potential 2023 Launch for Remestemcel-L/SR-aGVHD Innovative Late-Stage Pipeline Novel Allogeneic Cell Therapy Platform Cash Resources to Support Operations thru 2023+ Remestemcel-L BLA to be resubmitted for children with steroid-refractory acute graft versus host disease (SR-aGVHD), with potential US approval in mid-CY2023 Rexlemestrocel-L progressing towards initiation of a second pivotal Phase 3 study commencing H1 CY2023 for discogenic chronic low back pain (CLBP), followed by chronic heart failure with reduced ejection fraction (HFrEF) Developing an off-the-shelf, allogeneic cell therapy platform based on mesenchymal stromal cell technology to enable treatment without the need for donor matching or immunosuppression Cash-on-hand of US$85.5 million plus up to an additional US$40 million from existing financing facilities, subject to certain milestones, with potential upside from partnering income
5 m e s o b l a s t Remestemcel-L / SR-aGVHD Biologics License Application (BLA) Resubmission Milestones Updated FDA IND File in Oct-22 New Long-term Survival Data from Phase 3 trial Potency Assay Work Completed Currently in Publishing, ahead of Resubmission Submitted substantial new information on clinical and potency assay items identified in the CRL received from FDA in 2020 to Investigational New Drug (IND) file for remestemcel-L in the treatment of children with SR-aGVHD In Nov-22 released long-term survival results from pivotal trial showing durable survival through 4 years of follow-up. These new long-term survival data are a key component of the BLA resubmission Optimization and validation work completed on the potency assay that was in place at the time of the Phase 3 trial and which demonstrates a relationship between the product’s activity in-vitro and its effects on survival, addressing a key component of CRL Final drafting of the BLA is complete and the document is with the publisher for filing
6 m e s o b l a s t Late-Stage Clinical Pipeline Based on the Proprietary Allogeneic Mesenchymal Stromal Cell Platform Product Indication Phase 2 Phase 3 Regulatory Filing Approved Status/Next Steps Remestemcel-L SR-aGVHD • BLA to be resubmitted • Planning for a mid-CY2023 launch Rexlemestrocel-L CLBP • Finalizing Phase 3 protocol • Planning to start a pivotal Phase 3 program in H1 CY2023 Rexlemestrocel-L HFrEF • FDA meeting planned for H1 CY2023 Remestemcel-L ARDS and other applications • Clinical collaborations, investigator studies
7 m e s o b l a s t Mesoblast’s Proprietary Stem Cell Technology Based on mesenchymal lineage adult stem cells (MLCs/SCs) MLCs are derived from healthy bone marrow, present around blood vessels and responsive to signals associated with tissue damage / inflammation Biologically-defined, optimized for results: Remestemcel-L: based on mesenchymal stromal cells (MSCs) Rexlemestemcel-L: based on mesenchymal precursor cells (MPCs) Expanded without differentiation No expression of cell surface co-stimulatory molecules Scalable “off-the-shelf” cellular platforms Validated potency assay to ensure batch-to-batch consistency and reproducibility Mesenchymal Lineage Defined Stem Cells Allogenic Properties Scalable Production
8 m e s o b l a s t Remestemcel-L Steroid-Refractory Acute Graft Versus Host Disease (SR- aGVHD) BLA to be resubmitted. Tracking to a potential mid-CY2023 approval
9 m e s o b l a s t 1. Westin, J., Saliba, RM., Lima, M. (2011) Steroid-refractory acute GVHD: predictors and outcomes. Advances in Hematology. 2. Anthem-HealthCore/Mesoblast claims analysis (2016). Data on file 3. Niederwieser D, Baldomero H, Szer J. (2016) Hematopoietic stem cell transplantation activity worldwide in 2012 and a SWOT analysis of the Worldwide Network for Blood and Marrow Transplantation Group including the global survey. 4. HRSA Transplant Activity Report, CIBMTR, 2019 5. Axt L, Naumann A, Toennies J (2019) Retrospective single center analysis of outcome, risk factors and therapy in steroid refractory graft-versus-host disease after allogeneic hematopoietic cell transplantion. Bone Marrow Transplantation. More than 30,000 allogeneic BMTs performed globally (>20K US/EU) annually, ~20% pediatric3,4 Approx. 1,500 allogeneic BMTs in children and adolescents in US4 Remestemcel-L: Steroid-Refractory Acute Graft Versus Host Disease (SR-aGVHD) SR-aGVHD is associated with mortality rates as high as 90% Acute GVHD is a life- threatening complication that occurs in ~50% of patients receiving allogeneic bone marrow transplants (BMTs)1 Acute GVHD primarily affects skin, GI tract, and liver Steroid-refractory aGVHD is associated with mortality rates as high as 90%1,5 and significant extended hospital stay costs2 Treatment Options Burden of Illness Market Opportunity Corticosteroids are first-line therapy for aGVHD There is only one approved treatment for disease refractory to steroids and no approved treatment in the US for children under 12 years old In Japan, Mesoblast’s licensee has received the only product approval for SR-aGVHD in both children and adults
10 m e s o b l a s t 1. GVHD001 had 55 randomized patients, however one patient dropped out before receiving any dose of remestemcel-L; 2. Mount Sinai Acute GVHD International Consortium (MAGIC) - a group of ten BMT centers throughout the US and Europe whose purpose is to conduct ground-breaking clinical trials in GVHD, including developing informative biorepositories that assist in developing treatments that can guide GVHD therapy; 3. Two subjects in the MAGIC cohort had follow-up <100 days; these subjects are excluded from the respective survival analyses; 4. Data on file Remestemcel-L for SR-aGVHD Improved Early Survival in Children Across Three Studies Day 100 Survival Remestemcel-L Protocol Remestemcel-L Matched Controls Matched Control Protocol First Line Therapy after Steroids Treatment Setting Pediatric Subset of Protocol 280: randomized controlled P3, n=27 w/SR-aGVHD 79% 54% Study Control Arm (n=13) Study 001, open-label P3, n=541 with 89% Grade C/D disease 74% 57% MAGIC2 cohort, n=303 propensity- controlled subset Salvage Therapy Treatment Setting Expanded Access Protocol (EAP275), n=241 66% na EAP275, n=51 Grade D subset 51% 31% CIBMTR dbase, n=3274 propensity controlled subset
11 m e s o b l a s t 1. MacMillan ML et al. Pediatric acute GVHD: clinical phenotype and response to upfront steroids. Bone Marrow Transplant 2020; 55(1): 165-171 2.Rashidi A et al. Outcomes and predictors of response in steroid-refractory acute graft-versus-host disease: single-center results from a cohort of 203 patients. Biol Blood Bone Marrow Transplant 2019; 25(11):2297-2302. 3.Zeiser R et al. Ruxolitinib for Glucocorticoid-Refractory Acute Graft-versus-Host Disease. N Engl J Med 2020;382:1800-10. 4.Jagasia M et al. Ruxolitinib for the treatment of steroid-refractory acute GVHD (REACH1): a multicenter, open-label phase 2 trial. Blood. 2020 May 14; 135(20): 1739–1749 5.BAT = Best Available Treatment Extended Survival Data in Children with SR-aGVHD Remestemcel-L Treatment Resulted in Consistent and Durable Responses Over 4 Years Survival Comparison (Remestemcel-L data from the Center for International Blood and Marrow Transplant Research (CIBMTR) dbase) Study GVHD001 MacMillan et al1 Rashidi et al2 Zeiser et al3 REACH23 REACH14 Treatment Remestemcel-L BAT5 BAT5 BAT5 Ruxolitinib Ruxolitinib N= 51 128 203 155 154 71 Subjects Children Children Adults Adults Adults Adults aGVHD Grade 88% Grade C/D 22% Grade 3/4 54% Grade 3/4 63% Grade 3/4 63% Grade 3/4 68% Grade 3/4 Year 1 Survival 63% 40% -- 44% 49% 43% Year 2 Survival 51% 35% 25% 36% 38% -- Year 3 Survival 49% Year 4 Survival 49%
12 m e s o b l a s t Survival Outlook in Pediatric Patients with SR-aGVHD Remestemcel has the Potential to Improve Long-Term Survival (>2 Years) 1.Adapted and redrawn from Figure 2 of MacMillan, M.L. et al. Pediatric acute GVHD: clinical phenotype and response to upfront steroids. Bone Marrow Transplant 55, 165–171 (2020); 2.CIBMTR – Center for International Blood & Bone Marrow Transplantation Research. Clinical Outcomes of Pediatric Patients Treated with Remestemcel-L for Steroid-Refractory Acute Graft Versus-Host Disease on a Phase 3, Single- Arm, Prospective Study (Nov 2022)
13 m e s o b l a s t Remestemcel-L for SR-aGVHD Significantly Greater Day 28 Overall Responses and Day 180 Survival in Highest-Risk Patients (Baseline MAP ≥ 0.29) Kasikis S et al. Bone Marrow Transplantation 2021; 56:2869–2870. Response by Baseline MAP Survival by Baseline MAP Day 28 Non-Responder Day 28 Responder 1/10 8/12 12/17 11/13 MAP > 0.29 Remestemcel-L vs MAGIC 67% vs 10%, p = 0.01 Remestemcel-LMAGIC M A P 0.8 0.6 0.4 0.2 0.0 1/10 7/11 15/17 10/13 MAP > 0.29 Remestemcel-L vs MAGIC 64% vs 10%, p = 0.01 Remestemcel-LMAGIC M A P 0.8 0.6 0.4 0.2 0.0 Day 180 Deceased Day 180 Alive
14 m e s o b l a s t Remestemcel-L / SR-aGVHD Putting the Pieces in Place for a U.S. Approval Survival outcomes have not improved over two decades despite BAT New 4-year survival data from CIBMTR in 51 patients from P3 trial will be a cornerstone of the BLA resubmission Optimized, validated a potency assay from the Phase 3 trial demonstrating the relationship between in-vitro activity and survival outcomes is another essential element of the resubmission In preparation for the expected FDA review, a mock pre-approval of the GMP manufacturing facility and process inspection was conducted by external auditors BLA to be resubmitted Fast Track Designation and BLA Priority Review from the FDA could yield a mid-CY2023 launch Est. mid-CY2023 ApprovalManufacturing readinessPotency AssayExpanded data
15 m e s o b l a s t Rexlemestrocel-L Chronic Low Back Pain associated with Degenerative Disc Disease (CLBP) Commence Pivotal Phase 3 Study in CY2023 with Reduction in Pain Primary Endpoint
16 m e s o b l a s t 1. Williams, J., NG, Nawi, Pelzter, K. (2015) Risk factors and disability associated with low back pain in older adults in low-and middle-income countries. Results from the WHO Study on global ageing and adult health (SAGE). PloS One. 2015; 10(6): e0127880., 2.Decision Resources: Chronic Pain December 2015., 3. LEK & NCI opinion leader interviews, and secondary analysis., 4. Navigant: Commercial Assessment for a Proprietary Cell-Based Therapy for DDD in the U.S. and the EU3 – August 2014. Chronic Low Back Pain Due to Degenerative Disc Disease (CLBP) Impacts 7M+ Rexlemestrocel-L represents a potential new paradigm for the treatment of CLBP Over 7m patients are estimated to suffer from CLBP due to degenerative disc disease (DDD) in each of the U.S. and E.U.5 2-4 Minimal treatment options for patients with chronic low back pain (CLBP) who fail conservative therapy include opioids and surgery 50% of opioid prescriptions are for CLBP2 Durable improvement in pain has potential to reduce opioid use and prevent surgical intervention Burden of Illness Treatment Options Market Opportunity Back pain causes more disability than any other condition1 Inflicts substantial direct and indirect costs on the healthcare system,1 including excessive use of opioids in this patient population
17 m e s o b l a s t Patients with CLBP Refractory to Standard Treatment Have Minimal Options Rexlemestrocel-L has Potential to be 1L Treatment for Patients with Moderate to Severe CLBP, Refractory to Conservative Treatment Rexlemestrocel-L targeting moderate-to-severe CLBP NSAIDs Physical therapy Chiropractic treatments Acupuncture Anticonvulsants (e.g., gabapentin) Conservative Treatments Weak opioid analgesics (e.g., tramadol) Strong opioid analgesics (e.g., oxycodone) Opioid Analgesics Epidural steroid injections (off- label) Radio frequency ablation Spinal cord stimulation Intrathecal pumps Interventional Therapies Spinal fusion Disc replacement Conservative Treatments
18 m e s o b l a s t LS Mean VAS Change in Low Back Pain from Baseline - Duration CLBP < 68 Month Median Baseline Duration (n=202) Phase 3 Trial Outcomes based on a Single Injection of Rexlemestrocel-L + HA Results in More than Three Years of Pain Reduction Greatest pain reduction was observed in the pre-specified population of subjects with CLBP duration shorter than the baseline study median of 68 months (n=202) with significantly greater reduction (nominal p-value < 0.05) at all time points analyzed over 36 months compared with saline controls VAS=Visual Analog Score; HA=Hyaluronic Acid
19 m e s o b l a s t Pricing Landscape for Pain Management to Disease Modifying Therapies (DMTs) Reference Pricing Analysis Suggests Higher US Price Points for DMTs *Wholesale Acquisition Cost (WAC): Redbook 03/30/2021 Annual Cost of Branded Pain Agents Annual Cost of Branded Disease Modifying Musculoskeletal Agents in Moderate to Advanced Disease ~$9k - $15k+ ~$32.2k ~$45.2k ~$77.5k~$1.2k - $2.5k Vivlodex® (meloxicam): $10.3k Osteoarthritis Abuse-Deterrent Opioids OxyContin®: $1.2k - $6.8k+ Embeda®: $2.2k - $8.9k+ Xtampza ER®: $2.4k - $15.5k+ Hysingla ER®: $2.8k - $15.5k+ Teriparatide (Biosimilar to Forteo®) Osteoporosis: ↓ incidence of hip fraction, ↑ bone mass MACl® (autologous cultured chondrocytes on porcine collagen membrane) Indicated for the repair of symptomatic, single or multiple full- thickness cartilage defects of the knee with or without bone involvement in adults Humira® (adalimumab) Rheumatoid Arthritis: reduce signs and symptoms, improve physical function, inhibit the progression of structural damage
20 m e s o b l a s t Rexlemestrocel-L/DCLBP Preparing to Initiate the Pivotal Phase 3 Program Gained alignment with the FDA on the appropriate pivotal Phase 3 study in patients with CLBP which seeks to replicate the significant reduction in pain seen at 12 and 24 months in our first Phase 3 trial FDA has agreed with Mesoblast plans for mean pain reduction at 12 months as a primary endpoint of the next pivotal trial Mean functional improvement and reduction in opioid use as secondary endpoints The planned Phase 3 Program will include 80% of subjects in the US and 20% from the EU, to support regulatory submissions to FDA and EMA Awaiting clearance from the FDA to commence the pivotal trial CY2023 Commence Pivotal P3 H1 CY2023 In Prep for US/EU SubmissionsPhase 3 Protocol Regulatory Alignment
21 m e s o b l a s t Rexlemestrocel-L Chronic Heart Failure Reduced Ejection Fraction (HFrEF) Tracking to a potential H1 CY2023 FDA meeting to map out pivotal trial plans and regulatory pathway
22 m e s o b l a s t Chronic Heart Failure (CHF): Rising Incidence and High Mortality New therapies reduce recurrent hospitalization but do not materially improve mortality or major ischemic event rates Cardiovascular disease (CVD) remains the leading cause of death in the United States1 Heart failure affects 6.5 million patients in the US and 26 million patients globally. As populations age, the prevalence is increasing2 Chronic heart failure is a progressive disease with a high mortality that approaches 50% at 5 years2,3 and at least 75% after an initial hospitalization4 Patients with heart failure are also at high risk of recurrent major adverse cardiac events involving large vessels (heart attacks / strokes) 1. Muntner BEJ, et al. Heart Disease and Stroke Statistics-2019 Update: A Report From the American Heart Association. Circulation. Feb 19, 2019. 2. United States Food & Drug Administration. Treatment for Heart Failure: Endpoints for Drug Development. Draft Guidance. June 2019. 3. Taylor CJ, et al. Trends in survival after a diagnosis of heart failure in the United Kingdom 2000-2017: population based cohort study. BMJ. 2019;364:I223. 4. Shah KS, et al. Heart Failure with Preserve, Borderline, and Reduced Ejection Fraction; 5-Year Outcomes. JACC. 2017;Nov12.
23 m e s o b l a s t Patients Experience Progressive Vascular Dysfunction and Heart Failure Rexlemestrocel-L has the potential to improve endothelial dysfunction in patients from Class II thru IV 1. GlobalData-PharmaPoint Heart Failure (2016); McMurray et al., 2012;Yancy et al., 2013, 2016 ACC/AHAHFSA Focused Update on New Pharmacological Therapy for Heart Failure: An Update of the 2013 ACCF/AHA Guideline for the Management of Heart Failure. Treatment Algorithm in Progressive Heart Failure (HF) Progressive Vascular (Endothelial) Dysfunction and Heart Failure Early ACEI orARB Statins Beta blockers Re-vascularization or valvular surgery Mesoblast Target Market Chronic Heart Failure1 ↑ Left Ventricular Systolic Function (LVSF) ↓ Cardiac Death / Heart Attack / Stroke (Acute Events) Pharmacological Add-on Diuretics for fluid retention Aldosterone antagonists Hydralazine / isosorbide dinitrate Digitalis New Oral Therapies for Class II ↓ Decompensated Hospitalization Events sacubitril / valsartan SGLT2 inhibitors End-Stage HF LVAD (Left Ventricular Assist Device) for Class IV ClassI ClassIVClass II Class III
24 m e s o b l a s t Rexlemestrocel-L: DREAM Phase 3 Trial in Heart Failure (HFrEF) Improvement in Left Ventricular Systolic Function, as Measured by Left Ventricular Ejection Fraction (LVEF) at 12 Months represents a potential early surrogate endpoint In all treated patients (n=537), rexlemestrocel-L resulted in a 52% greater increase in LVEF from baseline to 12 months compared with controls While both groups had similar LVEF at baseline (28.7% and 28.6%), at 12 months, the least squared mean change from baseline was 5.0 for the rexlemestrocel-L group and 3.3 for controls (p=0.021) In treated patients with CRP >2 (n=301), rexlemestrocel-L resulted in 86% greater increase in LVEF from baseline to 12 months compared with controls While both groups had similar LVEF at baseline (29.1% and 28.2%), at 12 months, the least squared mean change from baseline was 5.6 for the rexlemestrocel-L group and 2.9 for controls (p=0.005) LVEF, 2-point MACE, and recurrent hospitalizations due to heart attack or stroke were pre-specified endpoints and the 3-point MACE was a post-hoc analysis of pre-specified endpoint components
25 m e s o b l a s t Days from Day 0 Treatment REX 29/153 (19.0%) vs CTRL 48/148 (32.4%) HR 0.551 95% CI (0.346, 0.876) HR p-value = 0.012 Risk ↓due to REX = 45% Ab se nc e of C ar di ac D ea th o r N on -fa ta l M I o r N on -fa ta l s tr ok e DREAM-HF Phase 3 Trial in HFrEF Rexlemestrocel-L reduced incidence of 3-Point Composite MACE v. controls across all treated patients, with enhanced effect in those with active inflammation as measured by CRP >2 MACE=Major Adverse Cardiovascular Event; 3-Point Composite MACE=Cardiovascular Death, Non-Fatal MI or Non-Fatal Stroke; TTFE=Time To First Event; MI=Myocardial Infarction (Heart Attack); hsCRP=High Sensitivity C-reactive Protein (a measure of systemic inflammation) LVEF, 2-point MACE, and recurrent hospitalizations due to heart attack or stroke were pre-specified endpoints and the 3-point MACE was a post-hoc analysis of pre-specified endpoint components All Treated Patients (n=537) All Treated Patients with hsCRP ≥2 (n=301) TTFE for 3-Point Composite MACE TTFE for 3-Point Composite MACE Kaplan-Meier log rank statistics
26 m e s o b l a s t Rexlemestrocel-L / HFrEF Defining the Regulatory Path to FDA Approval Cardiovascular disease remains the leading cause of death in the US CHF is a progressive disease with a high mortality approaching 50% at 5 years, and at least 75% after an initial hospitalization Recent data from the DREAM P3 trial showed improved LVEF at 12 months, preceding long-term reduction in MACE events across all treated patients LVEF is a potential early surrogate endpoint Effects on LVEF and MACE outcomes are enhanced in patients with active inflammation Trial results from class II to end-stage HFrEF now support a MOA by which rexlemestrocel-L reverses inflammation-related endothelial dysfunction Mesoblast plans to meet with the FDA in H1 CY2023 under its Regenerative Medicine Advanced Therapy (RMAT) designation to discuss the potential pathway to approval H1 CY2023 FDA Meeting Targeting Inflammation Promising DataSignificant Need
27 m e s o b l a s t H1 CY2023 FDA meeting for rexlemestrocel-L/HFrEF H2 CY2023 Estimated product launch for remestemcel-L/SR-aGVHD Mid-CY2023 PDUFA date for remestemcel-L/SR-aGVHD The Makings of a Potential Banner Year for Mesoblast H1 CY2023 Initiate pivotal Phase 3 study rexlemestrocel-L /CLBP January 2023 BLA resubmission for remestemcel-L/SR-aGVHD
28 m e s o b l a s t mesoblast Thank You
This appendix is available as an online form Exhibit 99.2
Only use this form if the online version is not available +Rule 3.10.3A, 3.10.3B, 3.10.3C, 3.10.3D | ||
Appendix 3G
Notification of issue, conversion or payment up of unquoted equity +securities
Note: this form is also used to notify ASX where quoted options have been exercised or other quoted convertible securities have been converted and the securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX.
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.
If you are an entity incorporated outside Australia and you are issuing a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.
*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.
Part 1 – Entity and announcement details
| Question no | Question | Answer | ||||||
| 1.1 | *Name of entity We (the entity here named) give notice of the issue, conversion or payment up of the following unquoted +securities. | MESOBLAST LTD | ||||||
| 1.2 | *Registration type and number Please supply your ABN, ARSN, ARBN, ACN or another registration type and number (if you supply another registration type, please specify both the type of registration and the registration number). | ABN 68 109 431 870 | ||||||
| 1.3 | *ASX issuer code | MSB | ||||||
| 1.4 | *This announcement is Tick whichever is applicable. | ☒ A new announcement ☐ An update/amendment to a previous announcement ☐ A cancellation of a previous announcement | ||||||
| 1.4a | *Reason for update Mandatory only if “Update” ticked in Q1.4 above. A reason must be provided for an update. | N/A | ||||||
| 1.4b | *Date of previous announcement to this update Mandatory only if “Update” ticked in Q1.4 above. | N/A | ||||||
| 1.4c | *Reason for cancellation Mandatory only if “Cancellation” ticked in Q1.4 above. | N/A | ||||||
| 1.4d | *Date of previous announcement to this cancellation Mandatory only if “Cancellation” ticked in Q1.4 above. | N/A | ||||||
| 1.5 | *Date of this announcement | 16 January 2023 | ||||||
| + See chapter 19 for defined terms | ||
5 June 2021 Page 1
This appendix is available as an online form Appendix 3G
Notification of issue, conversion or
| payment up of unquoted equity +securities | ||
Part 2 – Type of issue
| Question No. | Question | Answer | |||||||||||||||||||||
| 2.1 | *The +securities the subject of this notification are: Select whichever item is applicable. If you wish to notify ASX of different events involving unquoted securities, please complete a separate Appendix 3G for each event. | ☐ +Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B that are not quoted, and are not intended to be quoted, on ASX ☐ +Securities issued under a +dividend or distribution plan that are not quoted, and are not intended to be quoted, on ASX ☐ Unquoted options that have been exercised or other unquoted +convertible securities that have been converted ☐ Quoted options that have been exercised or other quoted +convertible securities that have been converted where the +securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX ☐ Unquoted partly paid +securities upon which a call or instalment has been paid ☐ +Securities issued under an +employee incentive scheme that are subject to a restriction on transfer and are not being quoted on ASX until the restriction ends ☒ +Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX ☐ Other [please specify] If you have selected ‘other’ please explain the circumstances here: | |||||||||||||||||||||
| 2.1a | *Date the +securities the subject of this notification were issued Answer this question if your response to Q2.1 is anything other than “Unquoted partly paid securities upon which a call or instalment has been paid”. | 16 January 2023 | |||||||||||||||||||||
| + See chapter 19 for defined terms | ||
5 June 2021 Page 2
This appendix is available as an online form Appendix 3G
Notification of issue, conversion or
| payment up of unquoted equity +securities | ||
| 2.2a.1 | *Date of Appendix 3B notifying the market of the proposed issue of +securities the subject of this notification Answer this question if your response to Q2.1 is “Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B that are not quoted, and are not intended to be quoted, on ASX.” | N/A | |||||||||||||||||||||
| 2.2a.2 | *Are there any further issues of +securities yet to take place to complete the transaction(s) referred to in the Appendix 3B? Answer this question if your response to Q2.1 is “Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B that are not quoted, and are not intended to be quoted, on ASX”. | N/A | |||||||||||||||||||||
| 2.2a.2.1 | *Please provide details of the further issues of +securities yet to take place to complete the transaction(s) referred to in the Appendix 3B Answer this question if your response to Q2.1 is “Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B that are not quoted, and are not intended to be quoted, on ASX” and your response to Q2.2a.2 is “Yes”. Please provide details of the proposed dates and number of securities for the further issues. | N/A | |||||||||||||||||||||
| 2.2b.1 | Date of Appendix 3A.1 lodged with ASX in relation to the underlying +dividend or distribution Answer this question if your response to Q2.1 is “Being issued under a dividend or distribution plan that are not quoted, and are not intended to be quoted, on ASX”. | N/A | |||||||||||||||||||||
| 2.2c.1 | Please state the number and type of options that were exercised or other +convertible securities that were converted (including their ASX security code if available): Answer this question if your response to Q2.1 is “Unquoted options that have been exercised or other unquoted convertible securities that have been converted” or “Quoted options that have been exercised or other quoted convertible securities that have been converted where the securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX”. | N/A | |||||||||||||||||||||
| + See chapter 19 for defined terms | ||
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Notification of issue, conversion or
| payment up of unquoted equity +securities | ||
| 2.2c.2 | And the date the options were exercised or other +convertible securities were converted: Answer this question if your response to Q2.1 is “Unquoted options that have been exercised or other unquoted convertible securities that have been converted” or “Quoted options that have been exercised or other quoted convertible securities that have been converted where the securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX”. Note: If this occurred over a range of dates, enter the date the last of the options was exercised or convertible securities was converted. | N/A | |||||||||||||||||||||
| 2.2c.3 | 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)? Answer this question if your response to Q2.1 is ““Unquoted options that have been exercised or other unquoted convertible securities that have been converted” or “Quoted options that have been exercised or other quoted convertible securities that have been converted where the securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX”. | N/A Note: If you have answered “No”, consider whether you need to lodge an Appendix 3H with ASX notifying ASX of the cessation of some or all of the remaining options or other convertible securities under Listing Rule 3.10.E. This may the case, for example, if options have lapsed because they have passed their expiry date without being exercised, or convertible debt securities have been repaid or redeemed without being converted. | |||||||||||||||||||||
| 2.2c.4 | The right of the holder of the options or other +convertible securities to receive the +underlying securities is being satisfied by: Answer this question if your response to Q2.1 is “Unquoted options that have been exercised or other unquoted convertible securities that have been converted” or “Quoted options that have been exercised or other quoted convertible securities that have been converted where the securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX”. | ☐ An issue of new +securities ☐ A transfer of existing +securities ☐ A reclassification of the +convertible securities as securities in the same class as the +underlying securities | |||||||||||||||||||||
| 2.2c.5 | The underlying securities being received by the holder are: Answer this question if your response to Q2.1 is “Unquoted options that have been exercised or other unquoted convertible securities that have been converted”. | ☐ Already quoted by ASX ☐ Intended to be, but are not yet, quoted by ASX ☐ Are not, and are not intended to be, quoted by ASX | |||||||||||||||||||||
| 2.2c.6 | The underlying securities being received by the holder are: Answer this question if your response to Q2.1 is “Quoted options that have been exercised or other quoted convertible securities that have been converted where the securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX”. | ☐ Already quoted by ASX ☐ Are not, and are not intended to be, quoted by ASX | |||||||||||||||||||||
| + See chapter 19 for defined terms | ||
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Notification of issue, conversion or
| payment up of unquoted equity +securities | ||
| 2.2c.7 | *Were the options being exercised or other +convertible securities being converted issued under an +employee incentive scheme? Answer this question if your response to Q2.1 is “Unquoted options that have been exercised or other unquoted convertible securities that have been converted” or “Quoted options that have been exercised or other quoted convertible securities that have been converted where the securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX”. | N/A | |||||||||||||||||||||
| 2.2c.8 | *Are any of the options being exercised or other +convertible securities being converted held by +key management personnel (KMP) or an +associate? Answer this question if your response to Q2.1 is “Unquoted options that have been exercised or other unquoted convertible securities that have been converted” or “Quoted options that have been exercised or other quoted convertible securities that have been converted where the securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX”.” and your response to Q2.2c.7 is “Yes”. | N/A | |||||||||||||||||||||
| 2.2c.8.a | *Provide details of the KMP or associates who are exercising options or converting convertible securities. Answer this question if your response to Q2.1 is “Unquoted options that have been exercised or other unquoted convertible securities that have been converted” or “Quoted options that have been exercised or other quoted convertible securities that have been converted where the securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX”, your response to Q2.2c.7 is “Yes” and your response to Q2.2c.8 is “Yes”. Repeat the detail in the table below for each KMP involved. If the options or other convertible securities are held by the KMP, repeat the name of the KMP or insert “Same” in “Name of registered holder”. If the options or other convertible securities are held by an associate of a KMP, insert the name of the associate in “Name of registered holder”. | ||||||||||||||||||||||
| Name of KMP | Name of registered holder | Number of options being exercised or other +convertible securities being converted | |||||||||||||||||||||
| 2.2d.1 | Please state the number and type of partly paid +securities upon which a call or instalment has been paid (including their ASX security code if available)? Answer this question if your response to Q2.1 is “Unquoted partly paid securities upon which a call or instalment has been paid”. | N/A | |||||||||||||||||||||
| + See chapter 19 for defined terms | ||
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Notification of issue, conversion or
| payment up of unquoted equity +securities | ||
| 2.2d.2 | And the date upon which the call or instalment was paid: Answer this question if your response to Q2.1 is “Unquoted partly paid securities upon which a call or instalment has been paid”. Note: If this occurred over a range of dates, enter the date the last of the payments was made. | N/A | |||||||||||||||||||||
| 2.2d.3 | Has the call or instalment been paid on all of the partly paid +securities in question? Answer this question if your response to Q2.1 is “Unquoted partly paid securities upon which a call or instalment has been paid”. | N/A Note: If you have answered “No”, consider whether you need to lodge an Appendix 3H with ASX notifying ASX of the cessation of some or all of the remaining partly paid securities under Listing Rule 3.10.E. This may the case, for example, if partly paid securities that have not had the call paid by the due date will be cancelled. If you are an NL company, consider also whether you have notification obligations in relation to any forfeiture of the partly paid securities not paid up under Listing Rule 3.12. | |||||||||||||||||||||
| 2.2d.4 | Are the securities on which the call or instalment was paid now fully paid? | N/A | |||||||||||||||||||||
| 2.2e.1 | Please state the number and type of +securities (including their ASX security code) issued under the +employee incentive scheme Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are subject to a restriction on transfer and are not being quoted on ASX until the restriction ends” or “Other securities issued under an employee incentive scheme that are not intended to be quoted on ASX”. | 6,344,500 unquoted options to acquire ordinary shares, issued pursuant to the Company’s Employee Share Option Plan | |||||||||||||||||||||
| 2.2e.2 | *Please attach a document or 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. Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are subject to a restriction on transfer and are not being quoted on ASX until the restriction ends” or “Other securities issued under an employee incentive scheme that are not intended to be quoted on ASX”. | Refer to Item 8 in Notice of Meeting released 24 October 2022 https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02586640-3A605268?access_token=83ff96335c2d45a094df02a206a39ff4 | |||||||||||||||||||||
| 2.2e.3 | *Were any of the +securities issued to +key management personnel (KMP) or an +associate Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are subject to a restriction on transfer and are not being quoted on ASX until the restriction ends” or “Other securities issued under an employee incentive scheme that are not intended to be quoted on ASX”. | Yes | |||||||||||||||||||||
| + See chapter 19 for defined terms | ||
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Notification of issue, conversion or
| payment up of unquoted equity +securities | ||
| 2.2e.3.a | *Provide details of the KMP or +associates being issued +securities. Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are subject to a restriction on transfer and are not being quoted on ASX until the restriction ends” or “Other securities issued under an employee incentive scheme that are not intended to be quoted on ASX” and your response to Q2.2e.3 is “Yes”. Repeat the detail in the table below for each KMP involved in the issue. If the securities are being issued to the KMP, repeat the name of the KMP or insert “Same” in “Name of registered holder”. If the securities are being issued to an associate of a KMP, insert the name of the associate in “Name of registered holder”. | ||||||||||||||||||||||
| Name of KMP | Name of registered holder | Number of +securities | |||||||||||||||||||||
| Jane Bell | Jane Bell | 200,000 unquoted options | |||||||||||||||||||||
| Philip Krause | Philip Krause | 200,000 unquoted options | |||||||||||||||||||||
| 2.2f.1 | *Were the +securities issued for a cash consideration? Answer this question if your response to Q2.1 is “Other”. If the securities are being issued for nil cash consideration, answer this question “No”. | N/A | |||||||||||||||||||||
| 2.2f.1.a | *In what currency was the cash consideration paid? Answer this question if your response to Q2.1 is “Other” and your response to Q2.2f.1 is “Yes”. For example, if the consideration is being paid in Australian Dollars, state AUD. | N/A | |||||||||||||||||||||
| 2.2f.1.b | *What was the issue price per +security Answer this question if your response to Q2.1 is “Other” and your response to Q2.2f.1 is “Yes”, and by reference to the issue currency provided in your response to Q2.2f.1.a. Note: you cannot enter a nil amount here. If the securities are being issued for nil cash consideration, answer Q2.2f.1 as “No” and complete Q2.2f.1.c. | N/A | |||||||||||||||||||||
| 2.2f.1.c | Please describe the consideration provided for the +securities Answer this question if your response to Q2.1 is “Other” and your response to Q2.2f.1 is “No”. | N/A | |||||||||||||||||||||
| + See chapter 19 for defined terms | ||
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Notification of issue, conversion or
| payment up of unquoted equity +securities | ||
| 2.2f.2 | *The purpose(s) for which the entity issued the +securities was: Answer this question if your response to Q2.1 is “Other”. You may select one or more of the items in the list. | ☐ To raise additional working capital ☐ To fund the retirement of debt ☐ To pay for the acquisition of an asset [provide details below] ☐ To pay for services rendered [provide details below] ☐ Other [provide details below] Additional details: | |||||||||||||||||||||
| 2.2f.3 | Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including why the issue of the +securities has not been previously announced to the market in an Appendix 3B You must answer this question if your response to Q2.1 is “Other”. If there is no other information to provide, please answer “Not applicable” or “N/A”. | N/A | |||||||||||||||||||||
| 2.3a | *This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which: Answer this question if your response to Q2.1 is anything other than “Unquoted options that have been exercised or other unquoted convertible securities that have been converted”, “Quoted options that have been exercised or other quoted convertible securities that have been converted where the securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX” or “Unquoted partly paid securities upon which a call or instalment has been paid”. | ☒ has an existing ASX security code ("existing class") ☐ does not have an existing ASX security code ("new class") | |||||||||||||||||||||
| + See chapter 19 for defined terms | ||
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This appendix is available as an online form Appendix 3G
Notification of issue, conversion or
| payment up of unquoted equity +securities | ||
| 2.3b | *The +securities being issued, transferred or re-classified as a result of the options being exercised or other +convertible securities being converted are: Answer this question if your response to Q2.1 is “Unquoted options that have been exercised or other unquoted convertible securities that have been converted” or “Quoted options that have been exercised or other quoted convertible securities that have been converted where the securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX”. | ☐ securities that have already been quoted on ASX ("existing class") ☐ in a class which is not quoted on ASX but which has an existing ASX security code ("existing class") ☐ in a class which is not quoted on ASX and which does not have an existing ASX security code ("new class") | |||||||||||||||||||||
| 2.3c | *The call or instalment the subject of this notification is being paid on +securities which are not quoted on ASX and which: Answer this question if your response to Q2.1 is “Unquoted partly paid securities upon which a call or instalment has been paid”. | ☐ have an existing ASX security code ("existing class") ☐ do not have an existing ASX security code ("new class") | |||||||||||||||||||||
Part 3A – number and type of +securities the subject of this notification (existing or new class) where issue has previously been notified to ASX in an Appendix 3B
Answer the questions in this Part if your response to Q2.1 is “Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B that are not quoted, and are not intended to be quoted, on ASX”.
| Question No. | Question | Answer | ||||||
| 3A.1 | *ASX security code & description | N/A | ||||||
| 3A.2 | *Number of +securities issued/paid up | N/A | ||||||
| 3A.3 | Any other information the entity wishes to provide about the +securities the subject of this notification | N/A | ||||||
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
Answer the questions in this part if your response to Q2.1 is anything other than “Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B that are not quoted, and are not intended to be quoted, on ASX” and your response to Q2.3a, 2.3b or 2.3c (as applicable) is “existing class”. If your response to Q2.1 is “Unquoted options that have been exercised or other unquoted convertible securities that have been converted” or “Quoted options that have been exercised or other quoted convertible securities that have been converted where the securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX”, the questions in this part relate to the securities issued, transferred or re-classified as a result of the exercise of the options or the conversion of the convertible securities. If your response to Q2.1 is “Unquoted partly paid securities upon which a call or instalment has been paid”, the questions in this part relate to the securities arising from that payment. Otherwise, the questions in this part relate to the securities issued by the entity which are the subject of this notification and which are described in the response to Q2.1.
| Question No. | Question | Answer | ||||||
| + See chapter 19 for defined terms | ||
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Notification of issue, conversion or
| payment up of unquoted equity +securities | ||
| 3B.1 | *ASX security code & description | ASX security code in relation to 6,344,500 unquoted options to acquire ordinary shares, issued pursuant to the Company’s Employee Share Option Plan: MSBAI (OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES) | ||||||
| 3B.2 | *Number of +securities issued/transferred/reclassified/paid up | 6,344,500 unquoted options to acquire ordinary shares issued pursuant to the Company’s Employee Share Option Plan | ||||||
| 3B.3a | *Will the +securities rank equally in all respects from their issue date with the existing issued +securities in that class? You do not need to answer this question if your response to Q2.1 is ““Unquoted options that have been exercised or other unquoted convertible securities that have been converted” or “Quoted options that have been exercised or other quoted convertible securities that have been converted where the securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX”, and your response to Q2.2c.4 is “A transfer of existing securities” and your response to Q2.3b is “securities that have already been quoted on ASX”. | Yes | ||||||
| 3B.3b | *Is the actual date from which the +securities will rank equally (non-ranking end date) known? You do not need to answer this question if your response to Q2.1 is “Unquoted options that have been exercised or other unquoted convertible securities that have been converted” or “Quoted options that have been exercised or other quoted convertible securities that have been converted where the securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX”, your response to Q2.2c.4 is “A transfer of existing securities” and your response to Q2.3b is “securities that have already been quoted on ASX”. Otherwise answer this question if your response to Q3B.3a is “No”. | N/A | ||||||
| + See chapter 19 for defined terms | ||
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This appendix is available as an online form Appendix 3G
Notification of issue, conversion or
| payment up of unquoted equity +securities | ||
| 3B.3c | *Provide the actual non-ranking end date You do not need to answer this question if your response to Q2.1 is “Unquoted options that have been exercised or other unquoted convertible securities that have been converted” or “Quoted options that have been exercised or other quoted convertible securities that have been converted where the securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX”, your response to Q2.2c.4 is “A transfer of existing securities” and your response to Q2.3b is “securities that have already been quoted on ASX”. Otherwise answer this question if your response to Q3B.3a is “No” and your response to Q3B.3b is “Yes”. | N/A | ||||||
| 3B.3d | *Provide the estimated non-ranking end period You do not need to answer this question if your response to Q2.1 is “Unquoted options that have been exercised or other unquoted convertible securities that have been converted” or “Quoted options that have been exercised or other quoted convertible securities that have been converted where the securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX”, your response to Q2.2c.4 is “A transfer of existing securities” and your response to Q2.3b is “securities that have already been quoted on ASX”. Otherwise answer this question if your response to Q3B.3a is “No” and your response to Q3B.3b is “No”. | N/A | ||||||
| + See chapter 19 for defined terms | ||
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Notification of issue, conversion or
| payment up of unquoted equity +securities | ||
| 3B.3e | *Please state the extent to which the +securities do not rank equally: •in relation to the next dividend, distribution or interest payment; or •for any other reason Otherwise answer this question if your response to Q3B.3a is “No”. You do not need to answer this question if your response to Q2.1 is “Unquoted options that have been exercised or other unquoted convertible securities that have been converted” or “Quoted options that have been exercised or other quoted convertible securities that have been converted where the securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX”, your response to Q2.2c.4 is “A transfer of existing securities” and your response to Q2.3b is “securities that have already been quoted on ASX”. For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue. | N/A | ||||||
| 3B.4 | Any other information the entity wishes to provide about the +securities the subject of this notification | N/A | ||||||
Part 3C – number and type of +securities the subject of this notification (new class)
Answer the questions in this part if your response to Q2.1 is anything other than “Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B that are not quoted, and are not intended to be quoted, on ASX” and your response to Q2.3a, 2.3b or 2.3c (as applicable) is “new class”. If your response to Q2.1 is “Unquoted options that have been exercised or other unquoted convertible securities that have been converted” or “Quoted options that have been exercised or other quoted convertible securities that have been converted where the securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX”, the questions in this part relate to the securities being issued, transferred or reclassified as a result of the exercise of the options or the conversion of the convertible securities. If your response to Q2.1 is “Unquoted partly paid securities upon which a call or instalment has been paid”, the questions in this part relate to the call paid or fully paid securities arising from that payment. Otherwise, the questions in this part relate to the securities issued by the entity which are the subject of this notification and which are described in the response to Q2.1.
| + See chapter 19 for defined terms | ||
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This appendix is available as an online form Appendix 3G
Notification of issue, conversion or
| payment up of unquoted equity +securities | ||
| Question No. | Question | Answer | |||||||||
| C.1 | *Security description | N/A | |||||||||
| 3C.2 | *Security type Select one item from the list that best describes the securities the subject of this form. This will determine more detailed questions to be asked about the security later in this section. Select “ordinary fully or partly paid shares/units” for stapled securities or CDIs. For interest rate securities, please select the appropriate choice from either “Convertible debt securities” or “Non-convertible debt securities”. Select “Other” for performance shares/units and performance options/rights or if the selections available in the list do not appropriately describe the security being issued. | ☐ Ordinary fully or partly paid shares/units ☐ Options ☐ +Convertible debt securities ☐ Non-convertible +debt securities ☐ Redeemable preference shares/units ☐ Other | |||||||||
| 3C.3 | ISIN code Answer this question if you are an entity incorporated outside Australia and you are issuing a new class of securities other than CDIs. See also the note at the top of this form. | N/A | |||||||||
| 3C.4 | *Number of +securities issued/paid up | N/A | |||||||||
| 3C.5a | *Will all the +securities issued in this class rank equally in all respects from the issue date? | N/A | |||||||||
| 3C.5b | *Is the actual date from which the +securities will rank equally (non-ranking end date) known? Answer this question if your response to Q3C.5a is “No”. | N/A | |||||||||
| 3C.5c | *Provide the actual non-ranking end date Answer this question if your response to Q3C.5a is “No” and your response to Q3C.5b is “Yes”. | N/A | |||||||||
| 3C.5d | *Provide the estimated non-ranking end period Answer this question if your response to Q3C.5a is “No” and your response to Q3C.5b is “No”. | N/A | |||||||||
| 3C.5e | *Please state the extent to which the +securities do not rank equally: •in relation to the next dividend, distribution or interest payment; or •for any other reason Answer this question if your response to Q3C.5a is “No”. For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue. | N/A | |||||||||
| + See chapter 19 for defined terms | ||
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Notification of issue, conversion or
| payment up of unquoted equity +securities | ||
| 3C.6 | Please attach a document or provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued You may cross reference a disclosure document, PDS, information memorandum, investor presentation or other announcement with this information provided it has been released to the ASX Market Announcements Platform. | N/A | |||||||||
| 3C.7 | *Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1? Answer this question only if you are an ASX Listing. (ASX Foreign Exempt Listings and ASX Debt Listings do not have to answer this question). If your response is “No” and the securities have any unusual terms, you should approach ASX as soon as possible for confirmation under listing rule 6.1 that the terms are appropriate and equitable. | N/A | |||||||||
| 3C.8a | Ordinary fully or partly paid shares/units details Answer the questions in this section if you selected this security type in your response to Question 3B.2. | ||||||||||
*+Security currency This is the currency in which the face amount of an issue is denominated. It will also typically be the currency in which distributions are declared. | N/A | ||||||||||
| *Are there CDIs issued over the +securities? | N/A | ||||||||||
*CDI ratio Answer this question if you answered “Yes” to the previous question. This is the ratio at which CDIs can be transmuted into the underlying security (e.g. 4:1 means 4 CDIs represent 1 underlying security whereas 1:4 means 1 CDI represents 4 underlying securities). | N/A | ||||||||||
| *Is it a partly paid class of +security? | N/A | ||||||||||
*Paid up amount: unpaid amount Answer this question if answered “Yes” to the previous question. The paid up amount represents the amount of application money and/or calls which have been paid on any security considered ‘partly paid’ The unpaid amount represents the unpaid or yet to be called amount on any security considered ‘partly paid’. The amounts should be provided per the security currency (e.g. if the security currency is AUD, then the paid up and unpaid amount per security in AUD). | N/A | ||||||||||
*Is it a stapled +security? This is a security class that comprises a number of ordinary shares and/or ordinary units issued by separate entities that are stapled together for the purposes of trading. | N/A | ||||||||||
| + See chapter 19 for defined terms | ||
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Notification of issue, conversion or
| payment up of unquoted equity +securities | ||
| 3C.8b | Option details Answer the questions in this section if you selected this security type in your response to Question 3B.2. | ||||||||||
*+Security currency This is the currency in which the exercise price is payable. | N/A | ||||||||||
*Exercise price The price at which each option can be exercised and convert into the underlying security. If there is no exercise price please answer as $0.00. The exercise price should be provided per the security currency (i.e. if the security currency is AUD, the exercise price should be expressed in AUD). | N/A | ||||||||||
*Expiry date The date on which the options expire or terminate. | N/A | ||||||||||
*Details of the number and type of +security (including its ASX security code if the +security is quoted on or recorded by ASX) that will be issued if an option is exercised For example, if the option can be exercised to receive one fully paid ordinary share with ASX security code ABC, please insert “One fully paid ordinary share (ASX:ABC)“. | N/A | ||||||||||
| 3C.8c | Details of non-convertible +debt securities, +convertible debt securities, or redeemable preference shares/units Answer the questions in this section if you selected one of these security types in your response to Question 3B.2. Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities” for further information on certain terms used in this section | ||||||||||
*Type of +security Select one item from the list | ☐ Simple corporate bond ☐ Non-convertible note or bond ☐ Convertible note or bond ☐ Preference share/unit ☐ Capital note ☐ Hybrid security ☐ Other | ||||||||||
*+Security currency This is the currency in which the face value of the security is denominated. It will also typically be the currency in which interest or distributions are paid. | N/A | ||||||||||
Face value This is the principal amount of each security. The face value should be provided per the security currency (i.e. if security currency is AUD, then the face value per security in AUD). | N/A | ||||||||||
| + See chapter 19 for defined terms | ||
5 June 2021 Page 15
This appendix is available as an online form Appendix 3G
Notification of issue, conversion or
| payment up of unquoted equity +securities | ||
*Interest rate type Select one item from the list Select the appropriate interest rate type per the terms of the security. Definitions for each type are provided in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities | ☐ Fixed rate ☐ Floating rate ☐ Indexed rate ☐ Variable rate ☐ Zero coupon/no interest ☐ Other | ||||||||||
Frequency of coupon/interest payments per year Select one item from the list. | ☐ Monthly ☐ Quarterly ☐ Semi-annual ☐ Annual ☐ No coupon/interest payments ☐ Other | ||||||||||
First interest payment date A response is not required if you have selected “No coupon/interest payments” in response to the question above on the frequency of coupon/interest payments | N/A | ||||||||||
Interest rate per annum Answer this question if the interest rate type is fixed. | N/A | ||||||||||
*Is the interest rate per annum estimated at this time? Answer this question if the interest rate type is fixed. | N/A | ||||||||||
If the interest rate per annum is estimated, then what is the date for this information to be announced to the market (if known) Answer this question if the interest rate type is fixed and your response to the previous question is “Yes”. Answer “Unknown” if the date is not known at this time. | N/A | ||||||||||
*Does the interest rate include a reference rate, base rate or market rate (e.g. BBSW or CPI)? Answer this question if the interest rate type is floating or indexed | N/A | ||||||||||
*What is the reference rate, base rate or market rate? Answer this question if the interest rate type is floating or indexed and your response to the previous question is “Yes”. | N/A | ||||||||||
*Does the interest rate include a margin above the reference rate, base rate or market rate? Answer this question if the interest rate type is floating or indexed. | N/A | ||||||||||
| + See chapter 19 for defined terms | ||
5 June 2021 Page 16
This appendix is available as an online form Appendix 3G
Notification of issue, conversion or
| payment up of unquoted equity +securities | ||
*What is the margin above the reference rate, base rate or market rate (expressed as a percent per annum) Answer this question if the interest rate type is floating or indexed and your response to the previous question is “Yes”. | N/A | ||||||||||
*S128F of the Income Tax Assessment Act status applicable to the +security Select one item from the list For financial products which are likely to give rise to a payment to which s128F of the Income Tax Assessment Act applies, ASX requests issuers to confirm the s128F status of the security: •“s128F exempt” means interest payments are not taxable to non-residents; •“Not s128F exempt” means interest payments are taxable to non-residents; •“s128F exemption status unknown” means the issuer is unable to advise the status; •“Not applicable” means s128F is not applicable to this security | ☐ s128F exempt ☐ Not s128F exempt ☐ s128F exemption status unknown ☐ Not applicable | ||||||||||
| *Is the +security perpetual (i.e. no maturity date)? | N/A | ||||||||||
*Maturity date Answer this question if the security is not perpetual | N/A | ||||||||||
*Select other features applicable to the +security Up to 4 features can be selected. Further information is available in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities. | ☐ Simple ☐ Subordinated ☐ Secured ☐ Converting ☐ Convertible ☐ Transformable ☐ Exchangeable ☐ Cumulative ☐ Non-Cumulative ☐ Redeemable ☐ Extendable ☐ Reset ☐ Step-Down ☐ Step-Up ☐ Stapled ☐ None of the above | ||||||||||
| *Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)? | N/A | ||||||||||
*If yes, what is the first trigger date Answer this question if your response to the previous question is “Yes”. | N/A | ||||||||||
| + See chapter 19 for defined terms | ||
5 June 2021 Page 17
This appendix is available as an online form Appendix 3G
Notification of issue, conversion or
| payment up of unquoted equity +securities | ||
Details of the number and type of +security (including its ASX security code if the +security is quoted on ASX) that will be issued if the securities to be quoted are converted, transformed or exchanged Answer this question if the security features include “converting”, “convertible”, “transformable” or “exchangeable”. For example, if the security can be converted into 1,000 fully paid ordinary shares with ASX security code ABC, please insert “1,000 fully paid ordinary shares (ASX:ABC)“. | N/A | ||||||||||
| 3C.9 | Any other information the entity wishes to provide about the +securities the subject of this notification | N/A | |||||||||
Part 4 –+Securities on issue
Following the issue, conversion or payment up of the +securities the subject of this application, the issued +securities of the entity will comprise: Note: the figures provided in the table below are used to calculate part of the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the table each class of security issued by the entity. Restricted securities should be included in table 4.2. | ||||||||||||||
| 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 | |||||||||||||
| Ordinary shares | 737,121,218 | |||||||||||||
| 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 | |||||||||||||
Unquoted options Incentive rights Warrants ADS Warrants | 50,908,302 1,500,000 15,027,327 1,769,669 | |||||||||||||
| + See chapter 19 for defined terms | ||
5 June 2021 Page 18
This appendix is available as an online form Appendix 3G
Notification of issue, conversion or
| payment up of unquoted equity +securities | ||
Part 5 – Other Listing Rule requirements
The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not need to complete this Part) and your response to Q2.1 is:
•“Securities issued under a dividend or distribution plan that are not quoted, and are not intended to be quoted, on ASX”;
•“Securities issued under an employee incentive scheme that are subject to a restriction on transfer and are not being quoted on ASX until the restriction ends” or “Other securities issued under an employee incentive scheme that are not intended to be quoted on ASX”; or
•“Other”
Note that if your response to Q2.1 is “Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B that are not quoted, and are not intended to be quoted, on ASX”, it is assumed that you will have provided the information referred to in this Part in the Appendix 3B.
| Question No. | Question | Answer | ||||||
| 5.1 | *Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? | Yes | ||||||
| 5.1a | Enter the number of the applicable exception in Listing Rule 7.2 Note this should be a number between 1 and 17. | 13 | ||||||
| 5.1a.1 | *Does the +dividend or distribution plan meet the requirement of listing rule 7.2 exception 4 that it does not impose a limit on participation? Answer this question if your response to Q5.1 is “Yes” and your response to Q5.1a is “4”. Note: Exception 4 only applies where security holders are able to elect to receive all of their dividend or distribution as securities. For example, Exception 4 would not apply in the following circumstances: 1) The entity has specified a dollar limit on the level of participation e.g. security holders can only participate to a maximum value of $x in respect of their entitlement, or 2) The entity has specified a maximum number of securities that can participate in the plan e.g. security holders can only receive securities in lieu of dividend payable for x number of securities. | N/A | ||||||
| 5.2 | *Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? Answer this question if the response to Q5.1 is “No”. | N/A | ||||||
| 5.2a | *Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Answer this question if the response to Q5.1 is “No” and the response to Q5.2 is “Yes”. | N/A | ||||||
| 5.2b | *Are any of the +securities being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1? Answer this question if the response to Q5.1 is “No” and the response to Q5.2 is “No”. | N/A | ||||||
| + See chapter 19 for defined terms | ||
5 June 2021 Page 19
This appendix is available as an online form Appendix 3G
Notification of issue, conversion or
| payment up of unquoted equity +securities | ||
| 5.2b.1 | *How many +securities are being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1? Answer this question if the response to Q5.1 is “No”, the response to Q5.2 is “No” and the response to Q5.2b is “Yes”. If the response to Q5.2b is “Yes”, please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure B to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1 to issue that number of securities. | N/A | ||||||
| 5.2c | *Are any of the +securities being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A (if applicable)? Answer this question if the response to Q5.1 is “No” and the response to Q5.2 is “No”. | N/A | ||||||
| 5.2c.1 | *How many +securities are being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A? Answer this question if the response to Q5.1 is “No”, the response to Q5.2 is “No” and the response to Q5.2c is “Yes”. If the response to Q5.2c is “Yes”, please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure C to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1A to issue that number of securities. | N/A | ||||||
Introduced 01/12/19; amended 31/01/20; 05/06/21
| + See chapter 19 for defined terms | ||
5 June 2021 Page 20
This appendix is available as an online form Exhibit 99.3
Only use this form if the online version is not available +Rule 3.10.3E | ||
Appendix 3H
Notification of cessation of +securities
Information and documents given to ASX become ASX’s property and may be made public.
*Denotes minimum information required for first lodgement of this form.
Part 1 – Entity and announcement details
| Question no | Question | Answer | ||||||
| 1.1 | *Name of entity We (the entity named above) provide the following information about our issued capital.1 | MESOBLAST LTD | ||||||
| 1.2 | *Registration type and number Please supply your ABN, ARSN, ARBN, ACN or another registration type and number (if you supply another registration type, please specify both the type of registration and the registration number). | ABN 68 109 431 870 | ||||||
| 1.3 | *ASX issuer code | MSB | ||||||
| 1.4 | *The announcement is Select whichever is applicable. | ☒ New announcement ☐ Update/amendment to previous announcement ☐ Cancellation of previous announcement | ||||||
| 1.4a | *Reason for update Answer this question if your response to Q 1.4 is “Update/amendment to previous announcement”. | N/A | ||||||
| 1.4b | *Date of previous announcement to this update Answer this question if your response to Q 1.4 is “Update/amendment to previous announcement”. | N/A | ||||||
| 1.4c | *Reason for cancellation Answer this question if your response to Q 1.4 is “Cancellation of previous announcement”. | N/A | ||||||
| 1.4d | *Date of previous announcement to this cancellation Answer this question if your response to Q 1.4 is “Cancellation”. | N/A | ||||||
| 1.5 | *Date of this announcement | 16 January 2023 | ||||||
1 Listing rule 3.10.3E requires an entity to notify ASX of details of the cessation of:
(a) any securities issued under an employee incentive scheme:
(i) to key management personnel or an associate, within 5 business days of their cessation;
(ii) to someone who is not key management personnel or an associate, within 10 business days of the end of the quarter in which the cessation occurred;
(b) any other equity securities not otherwise notifiable to ASX under rule 3.8A, within 5 business days of their cessation; or
(c) any quoted debt securities, within 5 business days of their cessation.
The notification must be in the form of, or accompanied by, an Appendix 3H.
Listing rule 3.8A requires an entity to notify ASX of the cessation of securities pursuant to a buy-back by giving ASX an Appendix 3H:
• in the case of a minimum holding buy-back, within 5 business days of the completion of the buyback; or
• in all other cases, within 5 business days of giving ASX the final notice for the buy-back.
| + See chapter 19 for defined terms | ||
5 June 2021 Page 1
This appendix is available as an online form Appendix 3H Notification of cessation of +securities | ||
Part 2 – Details of +equity securities or quoted +debt securities that have ceased
| Question No. | Question | Answer | ||||||
| 2.1 | *ASX +security code and description | MSBAI - Options expiring various dates ex various prices | ||||||
| 2.2 | *Number of securities that have ceased | 1,555,000 options have lapsed | ||||||
| 2.3 | *Reason for cessation Note: the conversion of a convertible security (which is notifiable to ASX under Listing Rule 3.10.3B) is not regarded as the “cessation” of the convertible security for the purposes of this rule. Likewise, the payment up of a partly paid security resulting in it becoming a fully paid security (which is notifiable to ASX under Listing Rule 3.10.3D) is not regarded as the “cessation” of the partly paid security for the purposes of this rule. | ☐ Expiry of option or other convertible security without exercise or conversion ☒ Lapse of conditional right to securities because the conditions have not been, or have become incapable of being, satisfied ☐ Cancellation pursuant to a minimum holding buy-back ☐ Cancellation pursuant to an employee share scheme buy-back ☐ Cancellation pursuant to an on-market buy-back ☐ Cancellation pursuant to an equal access scheme buy-back ☐ Cancellation pursuant to a selective buy-back ☐ Cancellation pursuant to another form of buy back ☐ Cancellation pursuant to a reduction of capital ☐ Cancellation pursuant to a scheme of arrangement or other reconstruction ☐ Cancellation by agreement between the entity and the holder ☐ Repayment or redemption of +convertible debt security without conversion ☐ Repayment or redemption of quoted +debt security ☐ Redemption of redeemable preference securities ☐ Redemption of units ☐ Cancellation of partly paid +securities upon which a call or instalment has not been paid ☐ Other If you have selected ‘other’ please provide additional details regarding the reason for cessation here: | ||||||
| 2.4 | *Date of cessation | 1,555,000 on 31 December 2022 | ||||||
| + See chapter 19 for defined terms | ||
5 June 2021 Page 2
This appendix is available as an online form Appendix 3H Notification of cessation of +securities | ||
| 2.5 | *Is the entity paying any consideration for the cessation? Example: the payment of an amount to the holder of an option or right as consideration for the holder to agree to a cancellation of the option or right. The repayment of the principal amount of a convertible debt security or quoted debt security in accordance with its terms is not regarded as consideration paid for the cessation of that security. | No | ||||||
| 2.6 | *In what currency is the consideration being paid? Answer this question if your response to Q 2.5 is “Yes” | N/A | ||||||
| 2.6a | *Consideration amount per +security paid by the entity for the cessation Answer this question if your response to Q 2.5 is “Yes” The consideration amount per security should be provided per the currency specified in Q2.6. Note: This question is not applicable for buy-back events (i.e. Minimum Holding, Employee, On-Market, Equal Access, Selective), | N/A | ||||||
| 2.6b | *Total consideration paid or payable for the securities The total consideration amount should be provided per the currency specified in Q2.6. Note: This question is applicable to buy-back events only (i.e. minimum holding, employee share scheme, on-market, equal access scheme, selective or other), | N/A | ||||||
| 2.7 | Any other information the entity wishes to notify to ASX about the cessation? | N/A | ||||||
Repeat the above questions if you are advising the cessation of more than one security class.
| + See chapter 19 for defined terms | ||
5 June 2021 Page 3
This appendix is available as an online form Appendix 3H Notification of cessation of +securities | ||
Part 3 – Issued capital following changes
| Following the cessation of the +securities the subject of this notification, the issued capital of the entity will comprise: | ||||||||||||||
| 3.1 | *Quoted +equity securities and +debt securities (total number of each +class of +securities quoted on ASX) | |||||||||||||
| ASX +security code and description | Total number of +securities on issue | |||||||||||||
Ordinary shares | 737,121,218 | |||||||||||||
| 3.2 | *Unquoted +equity securities (total number of each +class of +equity securities issued but not quoted on ASX): | |||||||||||||
| ASX +security code and description | Total number of +securities on issue | |||||||||||||
Unquoted options Incentive Rights Warrant ADS Warrants | 50,908,302 1,500,000 15,027,327 1,769,669 | |||||||||||||
Note: the figures provided in the tables in sections 3.1 and 3.2 above are used to calculate the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the relevant table each class of securities issued by the entity. If you have quoted CHESS Depository Interests (CDIs) issued over your securities, include them in the table in section 3.1. Restricted securities should only be included in the table in section 3.1 if you are applying to have them quoted because the escrow period for the securities has expired or is about to expire. Otherwise include them in the table in section 3.2. | ||||||||||||||
Introduced 05/06/21
| + See chapter 19 for defined terms | ||
5 June 2021 Page 4
Exhibit 99.4 Appendix 3Y Change of Director’s Interest Notice | ||
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 | Jane C. Bell | ||||
| Date of last notice | 12 September 2022 | ||||
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. | Not applicable | ||||
| Date of change | 16 January 2023 | ||||
| No. of securities held prior to change | 247,618 ordinary shares | ||||
| Class | Options | ||||
| Number acquired | 200,000 options (issued with approval of shareholders at the 2022 AGM) | ||||
| Number disposed | Not applicable | ||||
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation | Nil | ||||
| No. of securities held after change | 200,000 options 247,618 ordinary shares | ||||
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back | Issue of options with approval by shareholders at the 2022 AGM | ||||
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.
+ See chapter 19 for defined terms. | ||
01/01/2011 Appendix 3Y Page 1
Appendix 3Y Change of Director’s Interest Notice | ||
| 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 | ||||
| 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 | ||||
+ See chapter 19 for defined terms. | ||
Appendix 3Y Page 2 01/01/2011
Exhibit 99.5 Appendix 3Y Change of Director’s Interest Notice | ||
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 | Philip R. Krause | ||||
| Date of last notice | 28 March 2022 | ||||
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. | Not applicable | ||||
| Date of change | 16 January 2023 | ||||
| No. of securities held prior to change | Not applicable | ||||
| Class | Options | ||||
| Number acquired | 200,000 options (issued with approval of shareholders at the 2022 AGM) | ||||
| Number disposed | Not applicable | ||||
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation | Nil | ||||
| No. of securities held after change | 200,000 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 | Issue of options with approval by shareholders at the 2022 AGM | ||||
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.
+ See chapter 19 for defined terms. | ||
01/01/2011 Appendix 3Y Page 1
Appendix 3Y Change of Director’s Interest Notice | ||
| 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 | ||||
| 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 | ||||
+ See chapter 19 for defined terms. | ||
Appendix 3Y Page 2 01/01/2011