Mesoblast Ltd ADR美股招股说明书(2026-01-14版)

Mesoblast Limited 5,000,000 Ordinary Shares represented by500,000 American Depositary Shares This prospectus relates to the offer and sale from time to time by the shareholders identified in this prospectus (“Shareholders”) ofup to 5,000,000 ordinary shares (represented by 500,000 ADSs) issuable upon the exercise of warrants of Mesoblast Limited(“Mesoblast”). This prospectus is part of a registration statement on Form F-3 that Mesoblast has filed with the Securities and ExchangeCommission. Upon effectiveness of the registration statement, the Shareholders will be able to deposit their ordinary shares issued onexercise of the warrants in Mesoblast’s American Depositary Receipt program and receive American Depositary Shares, or ADSs.Each ADS represents 10 ordinary shares. The registration statement (including this prospectus) relates to the registration under the Securities Act of 1933 of 5,000,000ordinary shares issuable to the Shareholders upon the exercise of warrants of Mesoblast Limited, with such ordinary shares representedby 500,000 ADSs that will have the same rights as existing ADSs and which may be offered from time to time for sale in the UnitedStates. The ADSs are listed on the Nasdaq Global Select Market under the symbol “MESO”. Our ordinary shares are listed on theAustralian Securities Exchange under the symbol “MSB”. The Shareholders will receive all the proceeds from any sales of ADSs offered pursuant to this prospectus. We will not receive anyof these proceeds but we will incur expenses in connection with this offering. We will receive US$16.25 per ADS upon exercise of theWarrants issued to the Shareholders. The Shareholders may offer and sell the ADSs at various times and in various types of transactions, including sales in the openmarket, sales in negotiated transactions and sales by a combination of these methods. ADSs may be offered and sold at the marketprice at the time of a sale, at prices relating to the market price over a period of time or at prices negotiated with the buyers of ADSs.See “Plan of Distribution” for more information. Investing in our ADSs involves a high degree of risk. You should review carefully the risks referenced under the heading“Risk Factors” beginning on page 4 of this prospectus and under similar headings in any amendment or supplement to thisprospectus or as updated by any subsequent filing with the Securities and Exchange Commission that is incorporated byreference herein. Neither the Securities and Exchange Commission nor any U.S. state or other securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contraryis a criminal offense. The date of this prospectus isJanuary 14, 2026 TABLE OF CONTENTS ABOUT THIS PROSPECTUSiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiPROSPECTUS SUMMARY1THE OFFERING3RISK FACTORS4USE OF PROCEEDS6CAPITALIZATION6PRIVATE PLACEMENT6PRINCIPAL TRADING MARKETS6SELLING SHAREHOLDER7DESCRIPTION OF SHARE CAPITAL8DESCRIPTION OF AMERICAN DEPOSITARY SHARES17PLAN OF DISTRIBUTION28EXPENSES30LEGAL MATTERS30EXPERTS30ENFORCEABILITY OF CIVIL LIABILITIES31INFORMATION INCORPORATED BY REFERENCE32WHERE YOU CAN FIND MORE INFORMATION33DISCLOSURE OF SEC’S POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITY33 You should rely only on the information provided by this prospectus, any prospectus supplement and any informationincorporated by reference. We have not authorized anyone else to provide you with different or additional information or to make anyrepresentations other than those contained in or incorporated by reference to this prospectus or any accompanying prospectussupplement. We have not taken any action to permit a public offering of the ADSs outside the United States or to permit the possession ordistribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectusmust observe any restrictions relating to the offering of the ADSs and the distribution of this prospectus outside of the United States.This prospectus is not an offer to sell, or solicitation of an offer to buy, any securities in any circumstances under which the offer ofsolicitation is unlawful. ABOUT THIS PROSPECTUS This prospectus is part of a Registration Statement that we have filed with the SEC on FormF-3. This prospectus relates to theoffer and sale from time to time by the Shareholders identified in this prospectus of up to 5,000,000 ordinary shares (represented by500,000 ADSs) issuable upon the exercise of warrants of Mesoblast Limited. This prospectus only provides you with a general description of the securities being offered. Each time a Shareholder sells any ofthe offered ADSs, such Shareholder will provide this prospectus and a prospectus supplement, if applicable, that will contain specificinformation about the terms of the offering. The prospectus supplement may also add, upda