Mesoblast (MSB) Registration filing summary

Company overview and business model

• Develops allogeneic, off-the-shelf cellular medicines targeting severe inflammatory conditions using proprietary mesenchymal lineage cell therapy technology.

• Lead product RYONCIL® (remestemcel-L) is FDA-approved for pediatric steroid-refractory acute graft versus host disease (SR-aGvHD); additional indications and products in development include heart failure and chronic low back pain.

• Holds over 1,000 patents/applications, providing commercial protection through at least 2041 in major markets.

• Manufactures at industrial scale, enabling global distribution of cryopreserved, off-the-shelf cell therapies.

• Commercial partnerships established in Japan, Europe, and China.

Financial performance and metrics

• As of June 30, 2024: cash and cash equivalents of $62.96 million, total borrowings of $114.3 million, and total equity of $480.4 million.

• Has incurred operating losses since inception and anticipates continued substantial losses; has never generated revenue from product sales.

• Requires substantial additional financing to achieve goals; failure to secure capital may delay or terminate development/commercialization efforts.

Use of proceeds and capital allocation

• Will not receive proceeds from the resale of ADSs by the selling shareholder.

• Will receive $9.06 per ADS upon exercise of warrants issued in the private placement.

• Proceeds from warrant exercises are not earmarked for specific uses in the filing.