Mesoblast to issue warrants as commitment for convertible notes

Mesoblast will issue 5 million warrants to Gregory George and Cova Holdings LP as a commitment fee, following shareholder approval at the Annual General Meeting on November 25, 2025. This issuance is in connection with convertible note subscription agreements for up to $50.0 million. The warrants will have an exercise price of $16.25 per ADS or A$2.50 per share, expiring four years from the issue date.

Of the total, 2 million warrants will be immediately exercisable upon issue, while the remaining 3 million warrants will vest and become exercisable only if Mesoblast elects to issue the convertible notes. The offer opened on December 16, 2025, and closes on December 18, 2025. The total estimated costs of the offer are approximately A$315,937, including a $100,000 cash commitment fee.