UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934
For the month of December 2024
Commission File Number 001-37626
Mesoblast Limited
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
Australia
(Jurisdiction of incorporation or organization)

Silviu Itescu
Chief Executive Officer and Executive Director
Level 38
55 Collins Street
Melbourne 3000
Australia
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:
Form 20-F ☑ Form 40-F ☐




INFORMATION CONTAINED ON THIS REPORT ON FORM 6-K
On December 20, 2024, Mesoblast Limited filed with the Australian Securities Exchange a new issue announcement, change of directors’ interest notices (Appendix 3Y) which is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
On December 20, 2024, Mesoblast Limited filed with the Australian Securities Exchange a new issue announcement, application for quotation of securities (Appendix 2A) which is attached hereto as Exhibit 99.2, and is incorporated herein by reference.





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: December 23, 2024


INDEX TO EXHIBITS
   
Item  
   
Appendix 3Y of Mesoblast Ltd, dated December 20, 2024.
Appendix 2A of Mesoblast Ltd, dated December 20, 2024.




Appendix 3Y Change of Director’s Interest Notice + See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 1 Rule 3.19A.2 Appendix 3Y Change of Director’s Interest Notice Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 30/09/01 Amended 01/01/11 Name of entity Mesoblast Limited ABN 68 109 431 870 We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act. Name of Director Dr Eric Rose Date of last notice 10 May 2024 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 interest Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. Eric Rose Date of change 13 December 2024 No. of securities held prior to change 411,620 ordinary shares (held as 41,162 American Depositary Shares “ADS”) 4,330,765 options Class Ordinary shares Number acquired 5,039,814 ordinary shares Number disposed Not applicable Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation A$1.5 million Exhibit 99.1

 
Appendix 3Y Change of Director’s Interest Notice + See chapter 19 for defined terms. Appendix 3Y Page 2 01/01/2011 No. of securities held after change 5,451,434 ordinary shares (including 41,162 ADS – each ADS represents 10 ordinary shares) 4,330,765 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 Share placement with approval by shareholders at the 2024 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. 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

 
Appendix 3Y Change of Director’s Interest Notice + See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 3 If prior written clearance was provided, on what date was this provided? Not applicable

 
Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 1 / 6 Announcement Summary Entity name MESOBLAST LIMITED Announcement Type New announcement Date of this announcement Friday December 20, 2024 The +securities to be quoted are: Total number of +securities to be quoted ASX +security code Security description Number of +securities to be quoted Issue date MSB ORDINARY FULLY PAID 5,039,814 13/12/2024 Refer to next page for full details of the announcement +Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B F or p er so na l u se o nl y Exhibit 99.2

 
Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 2 / 6 Part 1 - Entity and announcement details 1.1 Name of entity MESOBLAST LIMITED We (the entity named above) apply for +quotation of the following +securities and agree to the matters set out in Appendix 2A of the ASX Listing Rules. 1.2 Registered number type ABN Registration number 68109431870 1.3 ASX issuer code MSB 1.4 The announcement is 1.5 Date of this announcement 20/12/2024 New announcement F or p er so na l u se o nl y

 
Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 3 / 6 Part 2 - Type of Issue 2.1 The +securities to be quoted are: Previous Appendix 3B details: Announcement Date and Time 14-Mar-2024 16:55 Announcement Title New - Proposed issue of securities - MSB Selected Appendix 3B to submit quotation request A placement or other type of issue 2.3a.2 Are there any further issues of +securities yet to take place to complete the transaction(s) referred to in the Appendix 3B? No +Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B F or p er so na l u se o nl y

 
Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 4 / 6 Part 3A - number and type of +securities to be quoted where issue has previously been notified to ASX in an Appendix 3B Placement Details ASX +security code and description MSB : ORDINARY FULLY PAID Issue date 13/12/2024 Distribution Schedule Provide a distribution schedule for the new +securities according to the categories set out in the left hand column - including the number of recipients and the total percentage of the new +securities held by the recipients in each category. Number of +securities held Number of holders Total percentage of +securities held For example, to enter a value of 50% please input as 50.00 1 - 1,000   % 1,001 - 5,000   % 5,001 - 10,000   % 10,001 - 100,000   % 100,001 and over   % F or p er so na l u se o nl y

 
Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 5 / 6 Issue details Number of +securities to be quoted 5,039,814 Are the +securities being issued for a cash consideration? In what currency is the cash consideration being paid? AUD - Australian Dollar What is the issue price per +security? AUD 0.30000000 Any other information the entity wishes to provide about the +securities to be quoted For further information, please see item 4 of the 2024 Notice of Annual General Meeting - https://cdn-api.markitdigital.com /apiman-gateway/ASX/asx-research/1.0/file/2924-02867858-3A653309 Yes F or p er so na l u se o nl y

 
Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 6 / 6 Part 4 - Issued capital following quotation Following the quotation of the +securities the subject of this application, the issued capital of the entity will comprise: The figures in parts 4.1 and 4.2 below are automatically generated and may not reflect the entity's current issued capital if other Appendix 2A, Appendix 3G or Appendix 3H forms are currently with ASX for processing. 4.1 Quoted +securities (total number of each +class of +securities quoted on ASX following the +quotation of the +securities subject of this application) ASX +security code and description Total number of +securities on issue MSB : ORDINARY FULLY PAID 1,146,823,928 4.2 Unquoted +securities (total number of each +class of +securities issued but not quoted on ASX) ASX +security code and description Total number of +securities on issue MSBAI : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES 72,106,208 MSBAA : WARRANTS 2 2,000,000 MSBAO : WARRANTS 15,027,327 MSBAP : ADS WARRANTS 884,838 MSBAQ : ADS WARRANTS 2 227,502 F or p er so na l u se o nl y

 
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