Mesoblast (MSB) Registration filing summary

Company overview and business model

• Commercial-stage biotechnology company specializing in allogeneic cellular medicines for severe inflammatory conditions, leveraging proprietary mesenchymal lineage cell therapy platforms.

• Ryoncil® (remestemcel-L) approved by FDA in December 2024 for pediatric steroid-refractory acute graft versus host disease (SR-aGvHD); first MSC product approved for any indication.

• Pipeline includes late-stage candidates for adult SR-aGvHD, biologic-resistant inflammatory bowel disease, chronic heart failure, and chronic low back pain.

• Manufacturing uses industrial-scale, cryopreserved, off-the-shelf cell therapies, with no need for donor-recipient matching or immune suppression.

• Holds over 1,000 patents/applications, providing protection through at least 2044 in major markets.

Financial performance and metrics

• As of June 30, 2025: $161.6 million in cash and cash equivalents, $54.2 million in current borrowings, $67.7 million in non-current borrowings.

• Equity: $1.51 billion in issued capital, $99.5 million in reserves, $(1.01) billion in accumulated losses, total equity $597.4 million.

• Total capitalization: $719.3 million.

• Company has incurred operating losses since inception and expects continued substantial losses; recently started generating revenue from product sales.

Use of proceeds and capital allocation

• Will not receive proceeds from resale of ADSs by shareholders; may receive up to $16.25 per ADS upon exercise of warrants.

• Warrants issued as part of a commitment fee for a subscription agreement allowing issuance of up to $50 million in convertible notes.