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MESOBLAST LTD filed this Form 20-F on 08/31/2018
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shares. This may have the ancillary effect of entrenching our board of directors and may deprive or limit our shareholders’ opportunity to sell their ordinary shares or ADSs and may further restrict the ability of our shareholders to obtain a premium from such transactions.

Risks Related to Our Trading Markets

The market price and trading volume of our ordinary shares and ADSs may be volatile and may be affected by economic conditions beyond our control.

The market price of our ordinary shares and ADSs may be highly volatile and subject to wide fluctuations. In addition, the trading volume of our ordinary shares and ADSs may fluctuate and cause significant price variations to occur. We cannot assure you that the market price of our ordinary shares and ADSs will not fluctuate or significantly decline in the future.

Some specific factors that could negatively affect the price of our ordinary shares and ADSs or result in fluctuations in their price and trading volume include:


results of clinical trials of our product candidates;


results of clinical trials of our competitors’ products;


regulatory actions with respect to our products or our competitors’ products;


actual or anticipated fluctuations in our quarterly operating results or those of our competitors;


publication of research reports by securities analysts about us or our competitors in the industry;


our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market;


fluctuations of exchange rates between the U.S. dollar and the Australian dollar;


additions to or departures of our key management personnel;


issuances by us of debt or equity securities;


litigation or investigations involving our company, including: shareholder litigation; investigations or audits by regulators into the operations of our company; or proceedings initiated by our competitors or clients;


strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy;


the passage of legislation or other regulatory developments affecting us or our industry;


fluctuations in the valuation of companies perceived by investors to be comparable to us;


changes in trading volume of ADSs on the Nasdaq Global Select Market and of our ordinary shares on the ASX;


sales or perceived potential sales of the ADSs or ordinary shares by us, our directors, senior management or our shareholders in the future;


short selling or other market manipulation activities;


announcement or expectation of additional financing efforts;


terrorist acts, acts of war or periods of widespread civil unrest;


natural disasters and other calamities;


changes in market conditions for biopharmaceutical companies; and


conditions in the U.S. or Australian financial markets or changes in general economic conditions.

The dual listing of our ordinary shares and the ADSs may adversely affect the liquidity and value of these securities.

Our ADSs are listed on the Nasdaq and our ordinary shares are listed on the ASX. We cannot predict the effect of this dual listing on the value of our ordinary shares and ADSs. However, the dual listing of our ordinary shares and ADSs may dilute the liquidity of these securities in one or both markets and may adversely affect the development of an active trading market for the ADSs in the United States. The price of the ADSs could also be adversely affected by trading in our ordinary shares on the ASX, and vice versa.



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