Mesoblast：2025年年度报告和过渡报告

OR xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedJune 30, 2025OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR oSHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company reportFor the transition period from ______ to ______Commission file number001-37626______________________________ MESOBLAST LIMITED (Exact name of Registrant as specified in its charter)______________________________N/A(Translation of Registrant’s name into English)AUSTRALIA(Jurisdiction of incorporation or organization)Level 38,55 Collins StreetMelbourne, VIC,3000,AustraliaTelephone: +61 (3) 9639 6036(Address of principal executive offices)Silviu ItescuChief Executive OfficerTelephone:+61 (3)9639 6036; Fax:+61 (3) 9639 6030Level 38,55 Collins StreetMelbourne, VIC,3000,Australia(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)Securities registered or to be registered pursuant to Section 12(b) of the Act. Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.1,279,967,187Ordinary SharesIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. xYesoNo If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of oYesxNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 ofthis chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or an emerging growth company. See definition of “largeaccelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reportingunder Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.x Table of Contents Item 1.Identity of Directors, Senior Management and AdvisersItem 2.Offer Statistics and Expected TimetableItem 3.Key Information3.A[Reserved]3.BCapitalization and Indebtedness3.CReasons for the offer and use of proceeds3.DRisk FactorsItem 4.Information on the Company4.AHistory and Development of Mesoblast4.BBusiness Overview4.COrganizational Structure4.DProperty, Plants and EquipmentItem 4A.Unresolved Staff CommentsItem 5.Operating and Financial Review and Prospects5.AOperating Results5.BLiquidity and Capital Resources5.CResearch and Development, Patents and Licenses5.DTrend Information5.ECritical Accounting EstimatesItem 6.Directors, Senior Management and Employees6.ADirectors and Senior Management6.BCompensation6.CBoard Practices6.DEmployees6.EShare Ownership 6.FDisclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation142Item 7.Major Shareholders and Related Party Transactions1427.AMajor Shareholders1427.BRelated Party Transactions1437.CInterests of Experts and Counsel143Item 8.Financial Information1438.AConsolidated Statements and Other Financial Information1438.BSignificant Changes143Item 9.The Offer and Listing1449.AOffer and Listing Details1449.BPlan of Distribution1449.CMarkets1449.DSelling Shareholders1449.EDilution1449.FExpenses of the Issue144Item 10.Additional Information14410.AShare Capital144 10.BMemorandum and Articles of Association10.CMaterial Contracts10.DExchange Controls10.ETaxation10.FDividends and Paying Agents10.GStatement by Experts10.HDocuments on Display10.ISubsidiary Information10.JAnnual Report to Security HoldersItem 11.Quantitative and Qualitative Disclosures about Market RiskItem 12.Description of Securities Other than Equity Securities12.ADebt Secur