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Dr. William Gueck reported beneficial ownership of 64,521,900 Ordinary Shares of Mesoblast Ltd held in the form of American Depositary Receipts (ADRs), representing approximately 5.0% of the company's outstanding Ordinary Shares based on 1,281,167,187 shares outstanding. He is the sole beneficial owner of 525,000 ADRs and reports discretionary authority over additional ADRs held by family members, trusts and entities, including 49,717,450 ADRs held by Cova Holdings LP, 350,000 ADRs underlying exercisable warrants held by Cova Holdings LP, and 8,345,150 ADRs held by AVCO Holdings LP. The filing disclaims admission of beneficial ownership of shares held by the identified entities.
Mesoblast Limited submitted a Form 6-K as a foreign private issuer to provide U.S. investors with information simultaneously released in its home market. On September 15, 2025, the company filed a news release with the Australian Securities Exchange, which is attached to this report as Exhibit 99.1 and incorporated by reference.
Mesoblast Limited, an Australia-based company, submitted a Form 6-K for September 2025 to update U.S. investors about a corporate disclosure made in its home market. On September 12, 2025, the company filed a new issue announcement and a change of director’s interest notice (Appendix 3Y) with the Australian Securities Exchange, and this Appendix 3Y is attached to the Form 6-K as Exhibit 99.1.