Mesoblast holders approve convertible notes and warrants for a director and Cova Holdings

Mesoblast Limited's annual general meeting, held November 25, 2025, passed all resolutions on a poll. The company filed the results with the SEC on November 26 under ASX Listing Rule 3.13.2 and section 251AA of the Corporations Act. Two of the approved resolutions cover proposed issues of convertible notes and warrants.

The notes and warrants

Resolution 10A, for an issue of convertible notes and warrants to Dr Gregory George, a director, was carried with 99.37% of votes cast in favor, or 407,828,472 votes for and 2,591,086 against. Resolution 10B, for an issue to Cova Holdings LP, was carried with 99.31% in favor, or 405,931,450 votes for and 2,822,855 against.

The results sheet does not restate the terms of the notes or warrants. It does not say who controls Cova Holdings LP. The results sheet names no bank, placement agent or counsel for the notes.

Director elections and remuneration

Shareholders elected Dr George and Ms Lyn Cobley as directors, with 99.59% and 99.77% of votes cast in favor. Ms Jane Bell AM and Dr Eric Rose were re-elected with 94.66% and 95.70%. The remuneration report was adopted with 82.50% in favor and 17.50% against.

Shareholders also approved option grants to Dr George, Ms Cobley, Dr Silviu Itescu, Chief Medical Officer Dr Eric Rose and director Dr Philip Krause. Approval ranged from 77.48% for Dr George's grant, with 22.52% against, to 93.71% for Dr Itescu's short-term incentive grant. Dr Itescu's long-term grant was approved with 83.90%, and Dr Rose's long-term grant with 84.07%. Dr Krause's grant, tied to consultancy fees, was approved with 86.28%. The employee share option plan carried with 79.32%. Resolution 11, approving previous issues of securities, carried with 99.30% in favor.

Who the directors are

Mesoblast's annual report on Form 20-F for fiscal 2025, filed August 29, 2025, says it appointed Dr Gregory George, its largest shareholder, to the board in February 2025. It says Ms Cobley joined the board in April 2025. The director who is the subject of Resolution 10A was thus described as the company's largest shareholder when he joined the board. The results sheet does not mention that position in connection with the notes.

The business behind the approvals

Mesoblast was incorporated on June 8, 2004, listed on the ASX on December 16, 2004 and joined Nasdaq on November 13, 2015. Its product Ryoncil (remestemcel-L-rknd) became the first mesenchymal stromal cell therapy approved by the FDA, in December 2024. Ryoncil is approved for steroid-refractory acute graft versus host disease in children 2 months of age and older.

The annual report says more than 25 transplant centers had been onboarded since launch as of its July 2025 update. It says coverage extends to over 250 million US lives, and that mandatory fee-for-service Medicaid coverage for Ryoncil took effect July 1 in all US states. It also describes an FDA Type B meeting on the confirmatory trial design for Revascor (rexlemestrocel-L), and an upcoming FDA meeting on a pivotal trial of Ryoncil in adults.

A global private placement completed in January 2025 raised approximately US$160.0 million (A$260 million), placed primarily with existing major US, UK and Australian shareholders. The annual report also records that a consolidated shareholder class action filed in the Federal Court of Australia in 2022 was announced as resolved in August 2024, subject to court approval. The settlement is funded entirely by insurers and includes no admission of liability.

What the record leaves open

The results sheet shows vote counts and percentages, but it gives no cash balance and no timetable for issuing the notes. It does not say whether any notes or warrants have been issued, or in what amount.

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