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 January 2016

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  x             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   x

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   x

 

 

 

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INFORMATION CONTAINED ON THIS REPORT ON FORM 6-K

On January 28, 2016, Mesoblast Limited filed with the Australian Securities Exchange a quarterly report for entities admitted on the basis of commitments (Appendix 4C) for the quarter ended December 31, 2015, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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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.

 

Dated: February 1, 2016

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INDEX TO EXHIBITS

 

Item
99.1		Appendix 4C, dated January 28, 2016.

Exhibit 99.1

Appendix 4C

Quarterly report for entities

admitted on the basis of commitments

 

 

Rule 4.7B

Appendix 4C

Quarterly report

for entities admitted

on the basis of commitments

Introduced 31/03/00 Amended 30/09/01, 24/10/05, 17/12/10

 

Name of entity
Mesoblast Limited
ABN				Quarter ended (“current quarter”)
68 109 431 870				31 December 2015

Consolidated statement of cash flows

 

				Current quarter $USD’000				Year to date
Cash flows related to operating activities								(6 months) $USD’000
1.1		Receipts from customers:
		a) Licensing Fee Revenue			3,500				3,500
		b) R&D Tax Incentive received			—				—
1.2		Payments for:
		(a) staff costs			(2,523	)			(7,789	)
		(b) research and development			(8,993	)			(23,150	)
		(c) manufacturing commercialisation			(6,536	)			(11,398	)
		(d) intellectual property portfolio expenses			(665	)			(1,398	)
		(e) other expenses from ordinary activities			(4,809	)			(8,146	)^
1.3		Dividends received			—				—
1.4		Interest and other items of a similar nature received			220				508
1.5		Interest and other costs of finance paid			—				—
1.6		Income taxes paid			—				—
1.7		Other			—				—
		Net operating cash flows			(19,806	)			(47,873	)^

 

 

 

 

+ See chapter 19 for defined terms.

 

17/12/2010		Appendix 4C Page 1

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Appendix 4C

Quarterly report for entities

admitted on the basis of commitments

 

 

 

				Current quarter $USD’000				Year to date (6 months) $USD’000
1.8		Net operating cash flows (carried forward)			(19,806	)			(47,873	)^
		Cash flows related to investing activities
1.9		Payment for acquisition of:
		(a) businesses (item 5)			—				—
		(b) equity investments			—				—
		(c) intellectual property			—				(200	)
		(d) physical non-current assets			(111	)			(613	)
		(e) other non-current assets			—				(805	)
1.10		Proceeds from disposal of:
		(a) businesses (item 5)			—				—
		(b) equity investments			—				—
		(c) intellectual property			—				—
		(d) physical non-current assets			—				—
		(e) other non-current assets			—				—
1.11		Loans to other entities			—				—
1.12		Loans repaid by other entities			—				—
1.13		Other:
		(a) Payments for financial derivatives			—				—
		(b) Security deposits			—				—
		Net investing cash flows			(111	)			(1,618	)
1.14		Total operating and investing cash flows			(19,917	)			(49,491	)
		Cash flows related to financing activities
1.15		Proceeds from issues of shares, options, etc.			68,379				68,549
1.16		Proceeds from sale of forfeited shares			—				—
1.17		Proceeds from borrowings			—				—
1.18		Repayment of borrowings			—				—
1.19		Dividends paid			—				—
1.20		Share issue costs			(6,618	)			(6,618	)
		Net financing cash flows			61,761				61,931
		Net increase (decrease) in cash held			41,844				12,440
1.21		Cash at beginning of quarter/year to date			77,761				110,701
1.22		Exchange rate adjustments to item 1.21			1,178				(2,358	)
1.23		Cash at end of quarter			120,783				120,783

 

^	Within the year to date operating cash flows are share issue costs of $315k relating to the three months ended 30 September 2015.

 

 

 

+ See chapter 19 for defined terms.

 

17/12/2010		Appendix 4C Page 2

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Appendix 4C

Quarterly report for entities

admitted on the basis of commitments

 

 

 

Payments to directors of the entity and associates of the directors

Payments to related entities of the entity and associates of the related entities

 

				Current quarter
				$USD’000
1.24		Aggregate amount of payments to the parties included in item 1.2			387
1.25		Aggregate amount of loans to the parties included in item 1.11			—
1.26		Explanation necessary for an understanding of the transactions
		Payments to directors (For the Current Quarter) = 387k

Non-cash financing and investing activities

 

2.1		Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows
		n/a
2.2		Details of outlays made by other entities to establish or increase their share in businesses in which the reporting entity has an interest
		n/a

Financing facilities available

Add notes as necessary for an understanding of the position.

 

				Amount available				Amount used
				$USD’000				$USD’000
3.1		Loan facilities			—				—
3.2		Credit standby arrangements			—				—

 

 

 

 

+ See chapter 19 for defined terms.

 

17/12/2010		Appendix 4C Page 3

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Appendix 4C

Quarterly report for entities

admitted on the basis of commitments

 

 

 

Reconciliation of cash

 

Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows.		Current quarter $USD’000				Previous quarter $USD’000
4.1 Cash on hand and at bank			6,730				5,514
4.2 Deposits at call			51,265				47,578
4.3 Bank overdraft			—				—
4.4 Term deposits			62,788				24,669
Total: cash at end of quarter (item 1.23)			120,783				77,761

Acquisitions and disposals of business entities

 

				Acquisitions (Item 1.9(a))		Disposals (Item 1.10(a))
5.1		Name of entity		n/a		n/a
5.2		Place of incorporation or registration		n/a		n/a
5.3		Consideration for acquisition or disposal		n/a		n/a
5.4		Total net assets		n/a		n/a
5.5		Nature of business		n/a		n/a

Compliance statement

 

1	This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act (except to the extent that information is not required because of note 2) or other standards acceptable to ASX.

 

2	This statement does give a true and fair view of the matters disclosed.

 

Sign here:		/s/ Silviu Itescu		Date: 28 January 2016
		(Chief Executive Officer)

Print name: Silviu Itescu

 

 

 

 

+ See chapter 19 for defined terms.

 

17/12/2010		Appendix 4C Page 4

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Appendix 4C

Quarterly report for entities

admitted on the basis of commitments

 

 

 

Notes

 

1.	The quarterly report provides a basis for informing the market how the entity’s activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report.

 

2.	The definitions in, and provisions of, AASB 107: Statement of Cash Flows applies to this report except for any additional disclosure requirements requested by AASB 107 that are not already itemised in this report.

 

3.	Accounting Standards. ASX will accept, for example, the use of International Financial Reporting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.

 

 

 

 

+ See chapter 19 for defined terms.

 

17/12/2010		Appendix 4C Page 5