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UNITED STATES |
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 July 2018
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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ☐ No ☑
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ☐ No ☑
INFORMATION CONTAINED ON THIS REPORT ON FORM 6-K
On July 10, 2018, Mesoblast Limited filed with the Australian Securities Exchange a new issue announcement, application for quotation of additional securities and agreement (Appendix 3B), which is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
On July 11, 2018, Mesoblast Limited filed with the Australian Securities Exchange a new release announcement, which is attached hereto as Exhibit 99.2, and is incorporated herein by reference.
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.
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Mesoblast Limited |
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/s/ Charlie Harrison |
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Charlie Harrison |
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Company Secretary
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Dated: July 12, 2018
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Item |
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99.1 99.2 |
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Appendix 3B of Mesoblast Ltd, dated July 10, 2018 . Press release of Mesoblast Ltd, dated July 11, 2018.
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Exhibit 99.1
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New issue announcement,
application for quotation of additional securities
and agreement
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13
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Name of entity |
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MESOBLAST LIMITED |
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ABN |
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68 109 431 870 |
We (the entity) give ASX the following information.
Part 1 ‑ All issues
You must complete the relevant sections (attach sheets if there is not enough space).
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1 |
+Class of +securities issued or to be issued |
Ordinary shares. |
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2 |
Number of +securities issued or to be issued (if known) or maximum number which may be issued |
8,474,576 ordinary shares. |
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3 |
Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) |
8,474,576 ordinary shares (fully paid) as per the company’s constitution. The full amount of shares are to be held in voluntary escrow until 10 July 2019. |
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+ See chapter 19 for defined terms. |
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04/03/2013
Appendix 3B Page 1
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Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?
If the additional +securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment |
Yes
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5 |
Issue price or consideration
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US$10,000,000 (A$1.60 per share). |
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6 |
Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) |
In connection with the completion of the financing from NovaQuest Capital Management, L.L.C. for the continued development and commercialization of Mesoblast’s allogeneic product candidate remestemcel-L (MSC-100-IV) for children with steroid refractory acute Graft versus Host Disease (aGVHD), announced to the ASX on 2 July 2018. |
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6a |
Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?
If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i |
No |
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6b |
The date the security holder resolution under rule 7.1A was passed |
Not applicable |
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6c |
Number of +securities issued without security holder approval under rule 7.1 |
Not applicable |
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6d |
Number of +securities issued with security holder approval under rule 7.1A |
Not applicable |
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6e |
Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) |
Not applicable |
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6f |
Number of +securities issued under an exception in rule 7.2 |
Not applicable |
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6g |
If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. |
Not applicable |
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+ See chapter 19 for defined terms. |
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04/03/2013
Appendix 3B Page 2
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If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements |
Not applicable |
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6i |
Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements |
Not applicable |
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7 |
+Issue dates
Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B. |
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10 July 2018 |
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Number |
+Class |
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8 |
Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable) |
482,639,654 |
Ordinary shares
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Number |
+Class |
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9 |
Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable) |
23,979,334 (3,056,666 options have been cancelled since last Appendix 3B)
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Unquoted options
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1,500,000 |
Incentive Rights |
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10 |
Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) |
All ordinary shares rank equally and participate in the right to dividends equally. |
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Part 2 ‑ Pro rata issue
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11 |
Is security holder approval required? |
Not applicable |
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12 |
Is the issue renounceable or non-renounceable? |
Not applicable |
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13 |
Ratio in which the +securities will be offered |
Not applicable |
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14 |
+Class of +securities to which the offer relates |
Not applicable |
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15 |
+Record date to determine entitlements |
Not applicable |
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16 |
Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? |
Not applicable |
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+ See chapter 19 for defined terms. |
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04/03/2013
Appendix 3B Page 3
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17 |
Policy for deciding entitlements in relation to fractions |
Not applicable |
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18 |
Names of countries in which the entity has security holders who will not be sent new offer documents
Note: Security holders must be told how their entitlements are to be dealt with.
Cross reference: rule 7.7. |
Not applicable
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19 |
Closing date for receipt of acceptances or renunciations |
Not applicable
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20 |
Names of any underwriters |
Not applicable |
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21 |
Amount of any underwriting fee or commission |
Not applicable |
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22 |
Names of any brokers to the issue |
Not applicable |
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23 |
Fee or commission payable to the broker to the issue |
Not applicable |
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24 |
Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders |
Not applicable |
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25 |
If the issue is contingent on security holders’ approval, the date of the meeting |
Not applicable |
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26 |
Date entitlement and acceptance form and offer documents will be sent to persons entitled |
Not applicable |
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27 |
If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders |
Not applicable |
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28 |
Date rights trading will begin (if applicable) |
Not applicable |
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29 |
Date rights trading will end (if applicable) |
Not applicable |
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30 |
How do security holders sell their entitlements in full through a broker? |
Not applicable |
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31 |
How do security holders sell part of their entitlements through a broker and accept for the balance? |
Not applicable |
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32 |
How do security holders dispose of their entitlements (except by sale through a broker)? |
Not applicable |
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33 |
+Issue date |
Not applicable |
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+ See chapter 19 for defined terms. |
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04/03/2013
Appendix 3B Page 4
Part 3 ‑ Quotation of securities
You need only complete this section if you are applying for quotation of securities
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(b) |
☐ |
All other +securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities |
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
Tick to indicate you are providing the information or documents
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35 |
☐ |
If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders |
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36 |
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If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over |
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37 |
☐ |
A copy of any trust deed for the additional +securities |
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+ See chapter 19 for defined terms. |
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04/03/2013
Appendix 3B Page 5
Entities that have ticked box 34(b)
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38 |
Number of +securities for which +quotation is sought |
Not applicable |
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39 |
+Class of +securities for which quotation is sought |
Not applicable |
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40 |
Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?
If the additional +securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment |
Not applicable |
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41 |
Reason for request for quotation now Example: In the case of restricted securities, end of restriction period
(if issued upon conversion of another +security, clearly identify that other +security) |
Not applicable
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Number |
+Class |
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42 |
Number and +class of all +securities quoted on ASX (including the +securities in clause 38) |
Not applicable |
Not applicable |
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+ See chapter 19 for defined terms. |
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04/03/2013
Appendix 3B Page 6
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1 |
+Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides. |
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2 |
We warrant the following to ASX. |
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The issue of the +securities to be quoted complies with the law and is not for an illegal purpose. |
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There is no reason why those +securities should not be granted +quotation. |
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An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act. |
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
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Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted. |
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If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted. |
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3 |
We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement. |
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4 |
We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete. |
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Sign here: |
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Date: 10 July 2018
(Director/Company secretary)
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Print name: |
Charlie Harrison |
== == == == ==
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+ See chapter 19 for defined terms. |
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04/03/2013
Appendix 3B Page 7
Appendix 3B – Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities
Introduced 01/08/12 Amended 04/03/13
Part 1
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Rule 7.1 – Issues exceeding 15% of capital |
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Step 1: Calculate “A”, the base figure from which the placement capacity is calculated |
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Insert number of fully paid +ordinary securities on issue 12 months before the +issue date or date of agreement to issue |
434,250,943 |
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Add the following: •Number of fully paid +ordinary securities issued in that 12 month period under an exception in rule 7.2 •Number of fully paid +ordinary securities issued in that 12 month period with shareholder approval •Number of partly paid +ordinary securities that became fully paid in that 12 month period Note: •Include only ordinary securities here – other classes of equity securities cannot be added •Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed •It may be useful to set out issues of securities on different dates as separate line items |
15 Dec 2017: 255,912 (exercise of options) 4 Sept 2017: 26,628,131 (rights issue) 18 Sept 2017: 9,563,851 (rights issue) 6 March 2018: 25,000 (exercise of options) 6 March 2018: 8,333 (exercise of options)
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Subtract the number of fully paid +ordinary securities cancelled during that 12 month period |
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“A” |
470,732,170 |
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+ See chapter 19 for defined terms. |
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04/03/2013
Appendix 3B Page 8
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“B” |
0.15 [Note: this value cannot be changed] |
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Multiply “A” by 0.15 |
70,609,826 |
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Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used |
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Insert number of +equity securities issued or agreed to be issued in that 12 month period not counting those issued: •Under an exception in rule 7.2 •Under rule 7.1A •With security holder approval under rule 7.1 or rule 7.4 Note: •This applies to equity securities, unless specifically excluded – not just ordinary securities •Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed •It may be useful to set out issues of securities on different dates as separate line items |
6 Oct 2017: 158,901 ordinary shares 19 Jan 2018: 1,500,000 incentive rights 19 Jan 2018: 2,381,150 ordinary shares 15 May 2018: 892,857 ordinary shares 10 July 2018: 8,474,576 (placement of shares)
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“C” |
13,407,484 |
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Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1 |
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“A” x 0.15 Note: number must be same as shown in Step 2 |
70,609,826 |
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Subtract “C” Note: number must be same as shown in Step 3 |
13,407,484 |
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Total [“A” x 0.15] – “C” |
57,202,342 [Note: this is the remaining placement capacity under rule 7.1] |
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+ See chapter 19 for defined terms. |
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04/03/2013
Appendix 3B Page 9
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Rule 7.1A – Additional placement capacity for eligible entities |
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Step 1: Calculate “A”, the base figure from which the placement capacity is calculated |
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“A” Note: number must be same as shown in Step 1 of Part 1 |
Not applicable |
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Step 2: Calculate 10% of “A” |
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“D” |
0.10 Note: this value cannot be changed |
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Multiply “A” by 0.10 |
Not applicable |
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Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used |
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Insert number of +equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: •This applies to equity securities – not just ordinary securities •Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed •Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained •It may be useful to set out issues of securities on different dates as separate line items |
Not applicable |
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“E” |
Not applicable |
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+ See chapter 19 for defined terms. |
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04/03/2013 |
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Appendix 3B Page 10 |
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+ See chapter 19 for defined terms. |
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04/03/2013 |
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Appendix 3B Page 11 |
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Exhibit 99.2
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LEADING COMMERCIAL AND TRANSACTIONAL HEALTHCARE EXECUTIVE SHAWN CLINE TOMASELLO JOINS MESOBLAST BOARD
New York, USA; and Melbourne, Australia, July 11, 2018: Mesoblast Limited (ASX: MSB; Nasdaq: MESO) today announced that Shawn Cline Tomasello has joined its Board of Directors. With more than 30 years’ experience in the pharmaceutical and biotech industries, Ms Tomasello brings substantial commercial and transactional experience to the Mesoblast board.
Since 2015, Ms Tomasello has been Chief Commercial Officer at leading immuno-oncology cell therapy company Kite Pharma, where she played a pivotal role in the company’s acquisition in 2017 by Gilead Sciences for $11.9 billion. Prior to this she served as Chief Commercial Officer at Pharmacyclics, Inc., which was acquired in 2015 by AbbVie, Inc. for $21 billion. Ms Tomasello previously was President of the Americas, Hematology and Oncology at Celgene Corporation where she managed over $4 billion in product revenues, and was instrumental in various global expansion and acquisition strategies. She has also held senior positions at Genentech, Pfizer Laboratories, Miles Pharmaceuticals and Procter & Gamble. Ms Tomasello currently serves on the Board of Directors of Centrexion Therapeutics, Oxford BioTherapeutics and Diplomat Rx.
Commenting on her appointment, Ms Tomasello said, “I have been extremely impressed by Mesoblast’s technology and the rigor with which the company has moved its programs towards commercialization. Mesoblast’s cellular medicines have the potential to make a substantial impact on the treatment of life-threatening conditions in a way not possible with traditional approaches. I look forward to making an important contribution to Mesoblast’s commercial and strategic objectives.”
Mesoblast Chief Executive Dr Silviu Itescu stated: “Shawn’s substantial commercial experience will be invaluable to the Mesoblast product launch team as we transition to a commercial-stage company. As important, Shawn’s unparalleled transactional experience will greatly strengthen our ability to execute on our strategic objectives.”
Ignite Partners advised Mesoblast on the appointment of Ms Tomasello.
About Mesoblast
Mesoblast Limited (ASX: MSB; Nasdaq: MESO) is a world leader in developing allogeneic (off-the-shelf) cellular medicines. The Company has leveraged its proprietary technology platform to establish a broad portfolio of late-stage product candidates with three product candidates in Phase 3 trials – acute graft versus host disease, chronic heart failure and chronic low back pain due to degenerative disc disease. Through a proprietary process, Mesoblast selects rare mesenchymal lineage precursor and stem cells from the bone marrow of healthy adults and creates master cell banks, which can be industrially expanded to produce thousands of doses from each donor that meet stringent release criteria, have lot to lot consistency, and can be used off-the-shelf without the need for tissue matching. Mesoblast has facilities in Melbourne, New York, Singapore and Texas and is listed on the Australian Securities Exchange (MSB) and on the Nasdaq (MESO). www.mesoblast.com
Forward-Looking Statements
This announcement includes forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. We make such forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws.
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Mesoblast Limited
www.mesoblast.com |
Corporate Headquarters Level 38 55 Collins Street Melbourne 3000 Victoria Australia
T +61 3 9639 6036 F +61 3 9639 6030 |
United States Operations 505 Fifth Avenue Third Floor New York, NY 10017 USA
T +1 212 880 2060 F +1 212 880 2061 |
Asia 20 Biopolis Way #05-01 Centros Biopreneur 3 SINGAPORE 138668
T +65 6570 0635 F +65 6570 0176 |
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Forward-looking statements should not be read as a guarantee of future performance or results, and actual results may differ from the results anticipated in these forward-looking statements, and the differences may be material and adverse. Forward-looking statements include, but are not limited to, statements about the timing, progress and results of Mesoblast’s preclinical and clinical studies;Mesoblast’s ability to advance product candidates into, enroll and successfully complete, clinical studies; the timing or likelihood of regulatory filings and approvals; and the pricing and reimbursement of Mesoblast’s product candidates, if approved. You should read this press release together with our risk factors, in our most recently filed reports with the SEC or on our website. Uncertainties and risks that may cause Mesoblast’s actual results, performance or achievements to be materially different from those which may be expressed or implied by such statements, and accordingly, you should not place undue reliance on these forward-looking statements. We do not undertake any obligations to publicly update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.
For further information, please contact:
Schond Greenway
Investor Relations
T: +1 212 880 2060
E: schond.greenway@mesoblast.com
Julie Meldrum
Corporate Communications
T: +61 3 9639 6036
E: julie.meldrum@mesoblast.com
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Mesoblast Limited
www.mesoblast.com |
Corporate Headquarters Level 38 55 Collins Street Melbourne 3000 Victoria Australia
T +61 3 9639 6036 F +61 3 9639 6030 |
United States Operations 505 Fifth Avenue Third Floor New York, NY 10017 USA
T +1 212 880 2060 F +1 212 880 2061 |
Asia 20 Biopolis Way #05-01 Centros Biopreneur 3 SINGAPORE 138668
T +65 6570 0635 F +65 6570 0176 |
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