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☐ ☑ ☐ ☐ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON , D.C. 20549 FORM 20 - F REGISTRATION STATEMENT PURSUANT TO SECTION 12 ( b ) OR ( g ) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30 , 2021 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 Title of each class Date of event requiring this shell company report For the transition period from_ Commission file number 001-37626 MESOBLAST LIMITED ( Exact name of Registrant as specified in its charter ) N / A ( Translation of Registrant's name into English ) AUSTRALIA ( Jurisdiction of incorporation or organization ) Level 38 , 55 Collins Street Melbourne , VIC , 3000 , Australia Telephone : +61 ( 3 ) 9639 6036 ( Address of principal executive offices ) Silviu Itescu Chief Executive Officer Telephone : +61 ( 3 ) 9639 6036 ; Fax : +61 ( 3 ) 9639 6030 Level 38 , 55 Collins Street Melbourne , VIC , 3000 , Australia ( Name , Telephone , E - mail and / or Facsimile number and Address of Company Contact Person ) Securities registered or to be registered pursuant to Section 12 ( b ) of the Act . Trading Symbol ( s ) American Depositary Shares , each representing five Ordinary Shares * MESO Securities registered or to be registered pursuant to Section 12 ( g ) of the Act . None Securities for which there is a reporting obligation pursuant to Section 15 ( d ) of the Act . None Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report . Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . 648,696,070 Ordinary Shares Yes No If this report is an annual or transition report , indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 . Yes No Name of each exchange on which registered The NASDAQ Global Select Market Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( $ 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required submit such files ) . Yes No ☑ Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , or a non - accelerated filer , or an emerging growth company . See definition of " large accelerated filer , " " accelerated filer , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . ( Check one ) : Large accelerated filer Accelerated filer ㅁ Non - accelerated filer Emerging growth company ☐ ㅁ Act . If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . U.S. GAAP Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing : International Financial Reporting Standards as issued by the International Accounting Standards Board If " Other " has been checked in response to the previous question , indicate by check mark which financial statement item the registrant has elected to follow . Item 17 Item 18 ㅁ If this is an annual report , indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes 図 No Other ☐