6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934

For the month of October 2023

Commission File Number 001-37626

Mesoblast Limited

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Australia
(Jurisdiction of incorporation or organization)

Silviu Itescu

Chief Executive Officer and Executive Director

Level 38

55 Collins Street

Melbourne 3000

Australia

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:

Form 20-F ☑ Form 40-F ☐

INFORMATION CONTAINED ON THIS REPORT ON FORM 6-K

On October 16, 2023, Mesoblast Limited filed with the Australian Securities Exchange a new issue announcement, notification of issue, conversion or payment up of equity securities (Appendix 3G) which is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

On October 16, 2023, Mesoblast Limited filed with the Australian Securities Exchange a new issue announcement, notification of cessation of securities (Appendix 3H) which is attached hereto as Exhibit 99.2, and is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly organized.

Mesoblast Limited

/s/ Niva Sivakumar

Niva Sivakumar

Company Secretary

Dated: October 18, 2023

INDEX TO EXHIBITS

Item
99.1	Appendix 3G of Mesoblast Ltd, dated October 16, 2023
99.2	Appendix 3H of Mesoblast Ltd, dated October 16, 2023

EX-99.1

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 1 / 6 Announcement Summary Entity name MESOBLAST LIMITED Date of this announcement Monday October 16, 2023 The +securities the subject of this notification are: Total number of +securities to be issued/transferred ASX +security code Security description Total number of +securities to be issued/transferred Issue date MSBAI OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES 5,550,000 13/10/2023 Refer to next page for full details of the announcement +Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 2 / 6 Part 1 - Entity and announcement details 1.1 Name of entity MESOBLAST LIMITED We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities. 1.2 Registered number type ABN Registration number 68109431870 1.3 ASX issuer code MSB 1.4 The announcement is 1.5 Date of this announcement 16/10/2023 New announcement

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 3 / 6 Part 2 - Issue details 2.1 The +securities the subject of this notification are: 2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which: has an existing ASX security code ("existing class") +Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 4 / 6 Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to ASX in an Appendix 3B ASX +security code and description MSBAI : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES Date the +securities the subject of this notification were issued 13/10/2023 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class Were any of the +securities issued to +key management personnel (KMP) or an +associate? Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms Refer to Item 8 in Notice of Meeting released 24 October 2022 https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02586640-3A605268?access_token=83 ff96335c2d45a094df02a206a39ff4 Any other information the entity wishes to provide about the +securities the subject of this notification Issue details Number of +securities 5,550,000 No Yes

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 5 / 6 Part 4 - +Securities on issue Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise: (A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.) 4.1 Quoted +Securities (Total number of each +class of +securities quoted) ASX +security code and description Total number of +securities on issue MSB : ORDINARY FULLY PAID 814,204,825 4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX) ASX +security code and description Total number of +securities on issue MSBAI : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES 55,934,321 MSBAO : WARRANTS 15,027,327 MSBAP : ADS WARRANTS 1,769,669 MSBAJ : INCENTIVE RIGHTS 1,500,000 MSBAQ : ADS WARRANTS 2 455,000

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 6 / 6 Part 5 - Other Listing Rule requirements 5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? 5.1a Select the number of the applicable exception in Listing Rule 7.2 13 Yes

EX-99.2

Notification of cessation of +securities Notification of cessation of +securities 1 / 4 Announcement Summary Entity name MESOBLAST LIMITED Announcement Type New announcement Date of this announcement Monday October 16, 2023 Details of +securities that have ceased ASX +security code Security description Number of +securities that have ceased The +securities have ceased due to Date of cessation MSBAI OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES 1,195,000 Lapse of conditional right to securities because the conditions have not been, or have become incapable of being, satisfied 30/09/2023 MSBAI OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES 216,666 Lapse of conditional right to securities because the conditions have not been, or have become incapable of being, satisfied 31/07/2023 Refer to next page for full details of the announcement

Notification of cessation of +securities Notification of cessation of +securities 2 / 4 Part 1 - Announcement Details 1.1 Name of +Entity MESOBLAST LIMITED We (the entity named above) provide the following information about our issued capital. 1.2 Registered Number Type ABN Registration Number 68109431870 1.3 ASX issuer code MSB 1.4 The announcement is 1.5 Date of this announcement 16/10/2023 New announcement

Notification of cessation of +securities Notification of cessation of +securities 3 / 4 Part 2 - Details of +equity securities or +debt securities that have ceased ASX +Security Code and Description MSBAI : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES Unquoted +equity securities that have ceased Number of securities that have ceased 1,195,000 Reason for cessation Lapse of conditional right to securities because the conditions have not been, or have become incapable of being, satisfied Date of cessation 30/9/2023 Is the entity paying any consideration for the cessation? Any other information the entity wishes to notify to ASX about the cessation? ASX +Security Code and Description MSBAI : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES Unquoted +equity securities that have ceased Number of securities that have ceased 216,666 Reason for cessation Lapse of conditional right to securities because the conditions have not been, or have become incapable of being, satisfied Date of cessation 31/7/2023 Is the entity paying any consideration for the cessation? Any other information the entity wishes to notify to ASX about the cessation? No No

Notification of cessation of +securities Notification of cessation of +securities 4 / 4 Part 3 - Issued capital following changes Following the cessation of the +securities the subject of this notification, the issued capital of the entity will comprise: 3.1 Quoted +equity securities and +debt securities (total number of each +class of +securities quoted on ASX) ASX +security code and description Total number of +securities on issue MSB : ORDINARY FULLY PAID 814,204,825 3.2 Unquoted +equity securities (total number of each +class of +equity securities issued but not quoted on ASX) ASX +security code and description Total number of +securities on issue MSBAI : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES 48,972,655 MSBAO : WARRANTS 15,027,327 MSBAP : ADS WARRANTS 1,769,669 MSBAJ : INCENTIVE RIGHTS 1,500,000 MSBAQ : ADS WARRANTS 2 455,000 Note: the figures stated in the tables above are used to calculate the total market capitalisation of the entity published by ASX from time to time. The table will not include those classes of +securities that have ceased or lapsed in their entirety in ASX records before the announcement date described in Q1.5, even if the entity has advised ASX of a change to that class of +security in Part 2 of this form.