Mesoblast Ltd 6-K, filed Jan 7, 2026
Mesoblast Ltd (MESO)
6-K
2026-01-07
For: 2026-01-07
View Original
Added on
April 08, 2026
About this 6-K
Mesoblast Ltd filed this 6-K on January 7, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934
Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934
For the month of January 2026
Commission File Number 001-37626
Mesoblast Limited
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
Australia
(Jurisdiction of incorporation or organization)
(Jurisdiction of incorporation or organization)
Silviu Itescu
Chief Executive Officer and Executive Director
Level 38
55 Collins Street
Melbourne 3000
Australia
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:
Form 20-F ☑ Form 40-F ☐
INFORMATION CONTAINED ON THIS REPORT ON FORM 6-K
On January 6, 2026, 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 99.1, and is incorporated herein by reference.
On January 6, 2026, Mesoblast Limited filed with the Australian Securities Exchange a new issue announcement, change of director’s interest notice (Appendix 3Y) which is attached hereto as Exhibit 99.2, 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 7, 2026
INDEX TO EXHIBITS
| Item | ||||||||
Appendix 3H of Mesoblast Ltd, dated January 7, 2026. | ||||||||
Appendix 3Y of Mesoblast Ltd, dated January 7, 2026. | ||||||||
Appendix 3H - Notification of cessation of securities Appendix 3H - Notification of cessation of securities 1 / 4 Announcement Summary Entity name MESOBLAST LIMITED Announcement Type New announcement Date of this announcement Tuesday January 06, 2026 Details of +securities that have ceased ASX +security code Security description Number of +securities that have ceased The +securities have ceased due to Date of cessation MSBAB WARRANTS 3 3,000,000 Lapse of conditional right to securities because the conditions have not been, or have become incapable of being, satisfied 06/01/2026 Refer to next page for full details of the announcement
Appendix 3H - Notification of cessation of securities Appendix 3H - Notification of cessation of securities 2 / 4 Part 1 - Announcement Details 1.1 Name of +Entity MESOBLAST LIMITED We (the entity named above) provide the following information about our issued capital. 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 6/1/2026 New announcement
Appendix 3H - Notification of cessation of securities Appendix 3H - Notification of cessation of securities 3 / 4 Part 2 - Details of +equity securities or +debt securities that have ceased ASX +Security Code and Description MSBAB : WARRANTS 3 Unquoted +equity securities that have ceased Number of securities that have ceased 3,000,000 Reason for cessation Lapse of conditional right to securities because the conditions have not been, or have become incapable of being, satisfied Date of cessation 6/1/2026 Is the entity paying any consideration for the cessation? Any other information the entity wishes to notify to ASX about the cessation? No
Appendix 3H - Notification of cessation of securities Appendix 3H - Notification of cessation of securities 4 / 4 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: The figures in parts 3.1 and 3.2 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. 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 MSB : ORDINARY FULLY PAID 1,282,967,187 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 MSBAI : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES 88,119,029 MSBAA : WARRANTS 2 2,000,000 MSBAO : WARRANTS 15,027,327 MSBAP : ADS WARRANTS 884,838 MSBAB : WARRANTS 3 2,000,000 Note: the figures stated in the tables above are used to calculate the total market capitalisation of the entity published by ASX from time to time. The table will not include those classes of +securities that have ceased or lapsed in their entirety in ASX records before the announcement date described in Q1.5, even if the entity has advised ASX of a change to that class of +security in Part 2 of this form.
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 Gregory George Date of last notice 23 December 2025 Part 1 - Change of director’s relevant interests in securities In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part. Direct or indirect interest Direct and indirect Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. JP Morgan Nominees Australia Pty Limited (Interest in ordinary shares held in the form of American Depositary Shares (“ADS”) held by custodian JP Morgan Nominees Australia Pty Limited.) Each ADS represents a beneficial interest in 10 ordinary shares. Certain shares and ADSs held by G to the Fourth Investments, LLC which is controlled by Gregory George. Certain ADSs held by James George and Grant George, who have given power of attorney to Gregory George in respect of those ADSs. Date of change 6 January 2026 No. of securities held prior to change Direct 5 ordinary shares 12,829,328 ADSs. 200,000 warrants convertible into ADS. 4,000,000 warrants to acquire ordinary shares (or the applicable number of ADS at the holder’s election). Indirect 9,640,077 ordinary shares. 12,908,777 ADS. 6,830,602 warrants to acquire ordinary shares.
Appendix 3Y Change of Director’s Interest Notice + See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 2 3452-0584-0966, v. 1 Class Warrants to acquire ordinary shares (or the applicable number of ADS at the holder’s election). Number acquired Nil Number disposed Lapse of 2,400,000 warrants to acquire ordinary shares (or the applicable number of ADS at the holder’s election). Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation Nil (these warrants lapsed in accordance with their terms on 6 January 2026, as the Company did not drawdown on the convertible note facility that was approved by shareholders on 25 November 2025). No. of securities held after change Direct 5 ordinary shares 12,829,328 ADSs. 200,000 warrants convertible into ADS. 1,600,000 warrants to acquire ordinary shares (or the applicable number of ADS at the holder’s election). Indirect 9,640,077 ordinary shares. 12,908,777 ADS. 6,830,602 warrants to acquire 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 Lapse of warrants, as noted above. Part 2 – Change of director’s interests in contracts Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part. Detail of contract N/A Nature of interest Name of registered holder (if issued securities) Date of change 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 Interest acquired Interest disposed
Appendix 3Y Change of Director’s Interest Notice + See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 3 3452-0584-0966, v. 1 Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change 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? If prior written clearance was provided, on what date was this provided?