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 March 2024

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 March 14, 2024, Mesoblast Limited filed with the Australian Securities Exchange a proposed issue of securities (Appendix 3B), which is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

On March 18, 2024, Mesoblast Limited filed with the Australian Securities Exchange a new issue announcement, application for quotation of securities (Appendix 2A) which is attached hereto as Exhibit 99.2, and is incorporated herein by reference.

On March 20, 2024, Mesoblast Limited filed with the Australian Securities Exchange a proposed issue of securities (Appendix 3B), which is attached hereto as Exhibit 99.3, 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: March 21, 2024

INDEX TO EXHIBITS

Item
99.1	Appendix 3B of Mesoblast Ltd, dated March 14, 2024.
99.2	Appendix 2A of Mesoblast Ltd, dated March 18, 2024.
99.3	Appendix 3B of Mesoblast Ltd, dated March 20, 2024.