banter and General Discussion, page-5285

Filed pursuant to Rule 424(b)(3)

Registration No. 333-268890

Prospectus

MesoblastLimited

$125,000,000

AmericanDepositary Shares representing Ordinary Shares

We may offer our ordinary shares in the form ofAmerican Depositary Shares, or ADSs, from time to time in one or more offerings in such amounts, at prices and on terms to be determinedat or prior to the time of the offering. This prospectus describes the general manner in which the ADS may be offered using this prospectus.We will provide specific terms and offering prices of the ADSs in supplements to this prospectus. Any supplement to this prospectus mayalso add, update or change information contained in this prospectus. You should read this prospectus and the accompanying prospectus supplementscarefully before you invest in the ADSs. Each ADS represents five ordinary shares.

We may offer the ADSs through underwriting syndicatesmanaged or co-managed by one or more underwriters or dealers, through agents or directly to investors, on a continuous or delayed basis.The supplement to this prospectus for each offering of ADSs will describe in detail the plan of distribution for that offering. For generalinformation about the distribution of the ADSs, you should refer to the section entitled “Plan of Distribution.” The net proceedswe expect to receive from such sale will also be set forth in a supplement to this prospectus.

In addition, from time to time, any selling shareholdernamed in a prospectus supplement may offer and sell our ordinary shares in the form of ADSs held by them. Any selling shareholder maysell such shares through public or private transactions at prevailing market prices or at privately negotiated prices. We will not receiveany proceeds from the sale of such shares by any selling shareholder.

TheADSs are listed on the Nasdaq Global Select Market under the symbol “MESO”. Our ordinary shares are listed on the AustralianSecurities Exchange under the symbol “MSB”.

Investing in our ADSs involves a high degreeof risk. You should review carefully the risks referenced under the heading “Risk Factors” beginning on page 3 of this prospectusand under similar headings in any amendment or supplement to this prospectus or as updated by any subsequent filing with the Securitiesand Exchange Commission that is incorporated by reference herein.

Neither the Securities and ExchangeCommission nor any U.S. state or other securities commission has approved or disapproved of these securities or passed upon the adequacyor accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Thedate of this prospectus is December 30, 2022