MESOBLAST LTD

proxy statements and our officers, directors and principal shareholders are exempt from the reporting and short swing profit recovery provisions contained in Section 16 of the Exchange Act. 10.I Subsidiary Information For information about our subsidiaries, see “Item 18. Financial Statements – Note 12.” 10.J Annual Report to Security Holders Not applicable. Item 11. Quantitative and Qualitative Disclosures about Market Risk For information about our exposure to market risk and how we manage this risk, see “Item 18. Financial Statements – Note 10.” Item 12. Description of Securities Other than Equity Securities 12.A Debt Securities Not applicable. 12.B Warrants and Rights Not applicable. 12.C Other Securities Not applicable. 12.D American Depositary Shares Fees Payable by ADR Holders Holders of our ADRs may have to pay our ADS depositary, JPMorgan Chase Bank N.A. (JPMorgan), fees or charges up to the amounts described in the following table: Persons depositing or withdrawing ordinary shares or ADS holders must pay: Description of service $5.00 (or less) per 100 ADSs (or portion of 100 ADSs) • Issuance of ADSs, including issuances pursuant to a deposits of shares, share or rights distributions, stock dividend, stock split, merger or any other transactions affecting the issuance of ADSs • Cancellation of ADSs for the purpose of withdrawal of deposited securities $0.05 (or less) per ADS • Cash distribution to ADS holders $0.005 per ADS per calendar year • Administrative services performed by the depositary Fees Payable by the Depositary to the Issuer From time to time, the depositary may make payments to us to reimburse and/or share revenue from the fees collected from ADS holders, or waive fees and expenses for services provided, generally relating to costs and expenses Table of Contents 167 arising out of establishment and maintenance of the ADS program. In performing its duties under the deposit agreement, the depositary may use brokers, dealers or other service providers that are affiliates of the depositary and that may earn or share fees or commissions. Table of Contents 168

PART II Item 13. Defaults, Dividend Arrearages and Delinquencies Not applicable. Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds Not applicable. Item 15. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2026. “Disclosure controls and procedures,” as defined in Rules 13a-15(e) under the Exchange Act, are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to the company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2026. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of June 30, 2026 based on the criteria set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our management has concluded that its internal control over financial reporting was effective as of June 30, 2026. Changes in Internal Control over Financial Reporting There were no changes to our internal control over financial reporting that occurred during the period covered by this Form 20-F that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Limitations on Internal Control Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Item 16. [Reserved] Item 16A. Audit Committee Financial Expert The Board of Directors of Mesoblast Ltd has determined that Lyn Cobley possesses specific accounting and financial management expertise and is an Audit Committee Financial Expert as defined by the SEC. The Board of Directors has also determined that the following directors each have sufficient experience and ability in finance and compliance matters to enable them to adequately discharge their responsibilities and that each is a member of the Audit and Risk Committee. Table of Contents 169

• Lyn Cobley (Audit and Risk Committee Member until December 31, 2025, Chair from January 1, 2026) • Jane Bell (Audit and Risk Committee Member); and • Philip Facchina (Audit and Risk Committee Chair until December 31, 2025, Member from January 1, 2026). All members of the Audit and Risk Committee are “independent” according to the listing standards of the Nasdaq Global Select Market. Item 16B. Code of Ethics Our Code of Business Conduct and Ethics covers conflicts of interest, confidentiality, fair dealing, protection of assets, compliance with laws and regulations, whistle blowing, security trading and commitments to stakeholders. In summary, the Code requires that at all times all Company personnel act with the utmost integrity, objectivity and in compliance with the letter and the spirit of the law and Company policies. This document is accessible on our internet website at: http://www.mesoblast.com/company/corporate-governance/code-of-conduct-and-values. Item 16C. Principal Accountant Fees and Services Pre-Approval of Audit and Non-Audit Services The Audit and Risk Committee’s pre-approval is required for all services provided by PwC. These services may include audit services, audit-related services, tax services and permissible non-audit services, and are subject to a specific budget. The Audit and Risk Committee uses a combination of two approaches – general pre-approval and specific pre- approval – in considering whether particular services or categories of services are consistent with the SEC’s rules on auditor independence. Under general pre-approval proposed services may be pre-approved without consideration of specific case-by-case services. Audit and Non-Audit Services Fees See “Item 18. Financial Statements – Note 18”. For the purpose of SEC classification, there were no audit-related, tax or other fees that were paid or payable to PwC that were not pre-approved by the Audit and Risk Committee during the years ended June 30, 2026 and 2025. Item 16D. Exemptions from the Listing Standards for Audit Committees Not applicable. Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers Not applicable. Item 16F. Change in Registrant’s Certifying Accountant Not applicable. Item 16G. Corporate Governance Under Nasdaq Stock Market Rule 5615(a)(3), foreign private issuers, such as our company, are permitted to follow certain home country corporate governance practices instead of certain provisions of the Nasdaq Stock Market Rules. For example, we may follow home country practice with regard to certain corporate governance requirements, such as the composition of the board of directors and quorum requirements applicable to shareholders’ meetings. In addition, we may follow home country practice instead of the Nasdaq Stock Market Rules requirement to hold executive sessions and to obtain shareholder approval prior to the issuance of securities in connection with certain acquisitions or private placements of securities. Further, we may follow home country practice instead of the Nasdaq Stock Market Rules requirement to obtain shareholder approval prior to the establishment or amendment of certain share option, purchase or other compensation plans. A foreign private issuer that elects to follow a home country practice instead of any Nasdaq rule must submit to Nasdaq, in advance, a written statement from an independent counsel in such issuer’s home country certifying that the issuer’s practices are not prohibited by the home country’s laws. We submitted such a written statement to Nasdaq. Table of Contents 170

Other than as set forth below, we currently intend to comply with the corporate governance listing standards in the Nasdaq Stock Market Rules to the extent possible under Australian law. However, we may choose to change such practices to follow home country practice in the future. The Nasdaq Stock Market Rules require that a listed company specify that the quorum for any meeting of the holders of share capital be at least 33 1/3% of the outstanding shares of the company’s common voting stock. We follow our home country practice, rather than complying with this rule. Consistent with Australian law, our constitution does not require a quorum of at least 33 1/3% of the issued voting shares of Mesoblast for any general meeting of its shareholders. Our constitution provides that a quorum for a general meeting of our shareholders constitutes two shareholders present in person, by proxy, by attorney, or, where the shareholders is a body corporate, by representative. This provision and our practice of holding meetings with this quorum are not prohibited by the ASX Listing Rules or any other Australian law. In addition, we follow home country practice instead of Nasdaq Rule 5635(d), which requires a company to obtain shareholder approval for an issuance of securities (other than a public offering) that equals of 20% or more of the outstanding voting power in the company before such issuance. This Nasdaq rule is inconsistent with an ASX Listing Rule that provides a company cannot issue a number of securities over any rolling 12-month period exceeding 15% of the outstanding capital of the company without approval of shareholders but subject to certain exceptions such as pro-rata offers of securities to all shareholders. Lastly, we follow home country practice instead of Nasdaq Rule 5605(b)(1), which requires a majority of the board of directors to be comprised of independent directors. The Nasdaq and ASX definitions of what constitute an independent director are not identical. The ASX, unlike Nasdaq, permits an issuer to establish its own materiality threshold for determining whether a transaction between a director and an issuer affects the director’s status as independent and it does not require that a majority of the issuer’s board of directors be independent, as long as the issuer publicly discloses that fact. We believe that our Board composition is consistent with the requirements of the ASX and that it is appropriate and typical of generally accepted business practices in Australia. Item 16H. Mine Safety Disclosure Not applicable. Item 16I. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections Not applicable. Item 16J. Insider Trading Policies We have a Share Trading Policy (“Policy”) which sets out the policy and procedures governing the purchase, sale and other dispositions of the Company’s securities and applies to directors, officers, employees, contractors and consultants of the Company and its subsidiaries ("Mesoblast Personnel"). The Policy aims to (i) restrict Mesoblast Personnel in possession of "inside information" from trading in our securities and (ii) ensure compliance with all applicable securities laws, rules and regulations, and listing standards. We have filed the Policy as Exhibit 11.1 to this Annual Report on Form 20-F. Item 16K. Cybersecurity The Company’s cybersecurity strategy is designed to provide a comprehensive approach to managing and securing cybersecurity risks across our technology stack, governance framework, business processes, and workforce globally. Cybersecurity risk management is an integral component of the broader enterprise risk management framework and a critical component of our broader risk management strategy, supporting the protection of the company’s operations, intellectual property, and information assets. Our company’s cybersecurity program is aligned with industry best practices and is designed to proactively identify, assess, manage, and mitigate cybersecurity risks, including those associated with cloud services, Software-as-a-Service platforms, Artificial Intelligence (AI)-enabled technologies and other third-party service providers. The Company’s cybersecurity risk assessment framework categorizes risks based on their potential impact and severity, with targeted risk treatment plans implemented to strengthen cyber resilience and support the ongoing confidentiality, integrity, and availability of its systems and data categorizes. Table of Contents 171

The Company’s cybersecurity program is informed by recognized cybersecurity and risk management frameworks and is reviewed periodically to address the evolving threat landscape, changes in the Company’s technology environment, business operations and regulatory obligations. Cybersecurity risks are evaluated as part of the Company’s enterprise risk management processes, with mitigation activities prioritized according to business impact and risk exposure. The Chief Financial Officer and Head of Regulatory Affairs & Quality Management are members of our Company’s executive management responsible for overseeing cybersecurity governance and risk management, including the prevention, detection, response to, and recovery from cybersecurity incidents. These executives have extensive experience in risk management, compliance, and corporate governance, and are supported by the Company’s internal technology management function together with a specialist external managed IT and cybersecurity service provider. Management is responsible for establishing the Company’s cybersecurity strategy, governance framework and risk management processes. The Company leverages specialist external cybersecurity expertise to support the implementation and operation of its cybersecurity program, including strategic technology advice, security monitoring and operational management of the Company’s technology environment. Under the direction of management, the Company maintains a layered cybersecurity program incorporating cybersecurity policies and procedures, identity and access management, endpoint protection, vulnerability management, continuous security monitoring, penetration testing, incident response planning, business continuity and disaster recovery capabilities, and ongoing assessment of emerging cyber threats. The Company also provides periodic cybersecurity awareness and role-based training designed to reinforce secure behaviors and reduce cybersecurity risk across the organization. During the fiscal year 2026, the Company commenced governance activities to support the secure adoption of Artificial Intelligence technologies, including the development of acceptable use guidance, evaluation of approved AI platforms and assessment of cybersecurity, privacy and regulatory risks associated with AI-enabled solutions. Our Board of Directors has delegated oversight of cybersecurity risk management to its Audit & Risk Committee, which is responsible for overseeing management’s processes for identifying, assessing, and managing cybersecurity risks. Management provides regular updates to the Audit and Risk Committee regarding the Company’s cybersecurity strategy, risk profile, significant cybersecurity threats, emerging technology risks, cybersecurity initiatives and mitigation activities, together with updates on any material cybersecurity incidents, where applicable. The Audit and Risk Committee uses these updates to oversee the effectiveness of the Company’s cybersecurity risk management program as part of its broader enterprise risk oversight responsibilities. During the fiscal year 2026, the Company did not identify any cybersecurity incidents or threats that have materially impacted or are reasonably likely to materially impact its business strategy, results of operations or financial condition. While the Company maintains a comprehensive cybersecurity program designed to reduce risk and enhance operational resilience, cybersecurity threats continue to evolve, and no cybersecurity program can eliminate all risks or provide absolute assurance that a cybersecurity incident will not occur. PART III Item 17. Financial Statements See “Item 18. Financial Statements”. Item 18. Financial Statements The following financial statements are filed as part of this Annual Report on Form 20-F. Table of Contents 172

Index to Financial Statements Report Of Independent Registered Public Accounting Firm (PricewaterhouseCoopers, Melbourne, Australia, Auditor Firm ID: 1379) 174 Consolidated Income Statement 176 Consolidated Statement of Comprehensive Income 177 Consolidated Statement of Changes in Equity 178 Consolidated Balance Sheet 179 Consolidated Statement of Cash Flows 180 Notes to Consolidated Financial Statements 181 Table of Contents 173

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Mesoblast Limited Consolidated Income Statement Year Ended June 30, (in U.S. dollars, in thousands, except per share amount) Note 2026 2025 2024 Revenue: Product sales, net 115,153 11,263 — Royalty revenue 5,097 5,935 5,902 Total revenues 3 120,250 17,198 5,902 Cost of revenues (including amortization of currently marketed intangible assets, 2026: $6,126: 2025: $3,937, 2024: $Nil) 3 (16,667) (5,130) — Research & development 3 (97,509) (34,807) (39,716) Selling, general and administration 3 (57,346) (39,309) (24,980) Fair value remeasurement of contingent consideration 3 12,057 (14,887) (9,693) Fair value remeasurement of warrant liability 3 859 (4,962) 779 Other operating income and expenses 3 5,308 3,053 2,570 Finance costs 3 (23,839) (22,968) (23,009) Loss before income tax 3 (56,887) (101,812) (88,147) Income tax (expense)/benefit 4 (613) (330) 191 Loss attributable to the owners of Mesoblast Limited (57,500) (102,142) (87,956) Losses per share from continuing operations attributable to the ordinary equity holders of the Group: Cents Cents Cents Basic - losses per share 19 (4.44) (8.46) (8.91) Diluted - losses per share 19 (4.44) (8.46) (8.91) The above consolidated income statement should be read in conjunction with the accompanying Notes. Table of Contents 176

Mesoblast Limited Consolidated Statement of Comprehensive Income Year Ended June 30, (in U.S. dollars, in thousands) Note 2026 2025 2024 Loss for the period (57,500) (102,142) (87,956) Other comprehensive (loss)/income Items that may be reclassified to profit and loss Exchange differences on translation of foreign operations 7(b) 259 1,160 51 Items that will not be reclassified to profit and loss Financial assets at fair value through other comprehensive income 7(b) (1,388) 374 (743) Other comprehensive (loss)/income for the period, net of tax (1,129) 1,534 (692) Total comprehensive losses attributable to the owners of Mesoblast Limited (58,629) (100,608) (88,648) The above consolidated statement of comprehensive income should be read in conjunction with the accompanying Notes. Table of Contents 177

Mesoblast Limited Consolidated Statement of Changes in Equity (in U.S. dollars, in thousands) Note Issued Capital Share Option Reserve Investment Revaluation Reserve Foreign Currency Translation Reserve Warrant Reserve Retained Earnings/ (accumulated losses) Total Balance as of July 1, 2023 1,249,123 101,367 (543) (40,273) 12,969 (820,805) 501,838 Loss for the period — — — — — (87,956) (87,956) Other comprehensive (loss)/income — — (743) 51 — — (692) Total comprehensive (loss)/income for the period — — (743) 51 — (87,956) (88,648) Transactions with owners in their capacity as owners: Contributions of equity net of transaction costs 60,486 — — — — — 60,486 Contributions of equity for unissued ordinary shares, net of transaction costs 1,000 — — — — — 1,000 61,486 — — — — — 61,486 Tax (debited)/credited to equity — (191) — — — — (191) Transfer of exercised options 204 (204) — — — — — Fair value of share-based payments 17 — 5,870 — — — — 5,870 204 5,475 — — — — 5,679 Balance as of June 30, 2024 7(a) 1,310,813 106,842 (1,286) (40,222) 12,969 (908,761) 480,355 Balance as of July 1, 2024 1,310,813 106,842 (1,286) (40,222) 12,969 (908,761) 480,355 Loss for the period — — — — — (102,142) (102,142) Other comprehensive income/(loss) — — 374 1,160 — — 1,534 Total comprehensive (loss)/income for the period — — 374 1,160 — (102,142) (100,608) Transactions with owners in their capacity as owners: Contributions of equity net of transaction costs 187,600 — — — — — 187,600 187,600 — — — — — 187,600 Tax credited/(debited) to equity — 330 — — — — 330 Transfer of exercised options 10,433 (10,433) — — — — — Fair value of share-based payments 17 — 29,765 — — — — 29,765 10,433 19,662 — — — — 30,095 Balance as of June 30, 2025 7(a) 1,508,846 126,504 (912) (39,062) 12,969 (1,010,903) 597,442 Balance as of July 1, 2025 1,508,846 126,504 (912) (39,062) 12,969 (1,010,903) 597,442 Loss for the period — — — — — (57,500) (57,500) Other comprehensive (loss)/income — — (1,388) 259 — — (1,129) Total comprehensive income/(loss) for the period — — (1,388) 259 — (57,500) (58,629) Transactions with owners in their capacity as owners: Contributions of equity net of transaction costs 11,711 — — — — — 11,711 11,711 — — — — — 11,711 Tax credited/(debited) to equity — 613 — — — — 613 Transfer of exercised options 10,217 (10,217) — — — — — Fair value of share-based payments 17 — 17,268 — — — — 17,268 10,217 7,664 — — — — 17,881 Balance as of June 30, 2026 7(a) 1,530,774 134,168 (2,300) (38,803) 12,969 (1,068,403) 568,405 The above consolidated statement of changes in equity should be read in conjunction with the accompanying Notes. Table of Contents 178

Mesoblast Limited Consolidated Balance Sheet As of June 30, (in U.S. dollars, in thousands) Note 2026 2025 Assets Current Assets Cash & cash equivalents 5(a) 102,914 161,551 Trade & other receivables 5(b) 57,660 14,866 Prepayments 5(b) 8,806 5,687 Inventory 6(g) 28,111 22,246 Total Current Assets 197,491 204,350 Non-Current Assets Property, plant and equipment 6(a) 1,818 1,702 Right-of-use assets 6(b) 6,196 4,121 Financial assets at fair value through other comprehensive income — 1,388 Other non-current assets 5(c) 1,204 1,296 Intangible assets 6(c) 566,370 571,826 Total Non-Current Assets 575,588 580,333 Total Assets 773,079 784,683 Liabilities Current Liabilities Trade and other payables 5(d) 46,806 19,082 Provisions and other liabilities 6(d) 11,766 20,985 Borrowings 5(e) 10,597 54,155 Lease liabilities 6(b) 3,031 2,680 Warrant liability 5(f) 8,912 5,724 Total Current Liabilities 81,112 102,626 Non-Current Liabilities Provisions and other liabilities 6(d) 7,356 10,793 Borrowings 5(e) 108,638 67,739 Lease liabilities 6(b) 5,068 3,583 Deferred consideration 6(f) 2,500 2,500 Total Non-Current Liabilities 123,562 84,615 Total Liabilities 204,674 187,241 Net Assets 568,405 597,442 Equity Issued Capital 7(a) 1,530,774 1,508,846 Reserves 7(b) 106,034 99,499 Accumulated losses (1,068,403) (1,010,903) Total Equity 568,405 597,442 The above consolidated balance sheet should be read in conjunction with the accompanying Notes. Table of Contents 179

Mesoblast Limited Consolidated Statement of Cash Flows Year Ended June 30, (in U.S. dollars, in thousands) Note 2026 2025 2024 Cash flows from operating activities Receipts from customers 88,447 5,704 6,776 Government grants and tax incentives and credits received 22 905 3,819 Payments to suppliers and employees (inclusive of goods and services tax) (136,210) (60,110) (60,835) Interest received 3,910 3,549 1,778 Income taxes received/(paid) 1 (2) 4 Net cash (outflows) in operating activities 8(b) (43,830) (49,954) (48,458) Cash flows from investing activities Payments for property, plant and equipment (833) (680) (271) (Payments for)/Receipt from investment in sublease (125) 241 234 Receipt of security deposits — 609 — Payments for licenses (65) (50) (60) Net cash (outflows)/inflows in investing activities (1,023) 120 (97) Cash flows from financing activities Proceeds from borrowings 121,039 — — Repayment of borrowings (124,981) (7,824) (10,000) Payment of transaction costs from borrowings (5,358) (1,348) (1,559) Interest and other costs of finance paid (17,756) (5,266) (5,717) Proceeds from issue of shares 2,602 161,205 65,406 Proceeds from exercise of options 7,681 5,177 — Proceeds from issue of warrants 3,961 1,647 — Payments for share issue costs (523) (4,314) (4,356) Payments for lease liabilities (2,308) (1,941) (3,522) Proceeds from settlement of lease liabilities 314 — — Net cash (outflows)/inflows by financing activities (15,329) 147,336 40,252 Net (decrease)/increase in cash and cash equivalents (60,182) 97,502 (8,303) Cash and cash equivalents at beginning of period 161,551 62,960 71,318 Foreign exchange gains/(losses) on the translation of foreign bank accounts 1,545 1,089 (55) Cash and cash equivalents at end of period 8(a) 102,914 161,551 62,960 The above consolidated statement of cash flows should be read in conjunction with the accompanying Notes. Table of Contents 180

Mesoblast Limited Notes to Consolidated Financial Statements Mesoblast Limited (“the Company”) and its subsidiaries (“the Group”) are primarily engaged in the development of regenerative medicine products. The Group’s primary proprietary regenerative medicine technology platform is based on specialized cells known as mesenchymal lineage cells. The Company was formed in 2004 as an Australian company and has been listed on the Australian Securities Exchange (the “ASX”) since 2004. In November 2015, the Company listed in the United States of America (“U.S.”) on the Nasdaq Global Select Market (“Nasdaq”) and from this date has been dual- listed in Australia and the U.S. These financial statements and notes are presented in U.S. dollars (“$” or “USD” or “US$”), unless otherwise noted, including certain amounts that are presented in Australian dollars (“AUD” or “A$”) and Singapore dollars (“SGD” or “S$”). 1. Basis of preparation The general purpose financial statements of Mesoblast Limited and its subsidiaries have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board and Australian equivalent International Financial Reporting Standards, as issued by the Australian Accounting Standards Board. Mesoblast Limited is a for-profit entity for the purpose of preparing the financial statements. The financial statements cover Mesoblast Limited and its subsidiaries. The financial statements were authorized for issue by the board of directors on August 27, 2026. The directors have the power to amend and reissue the financial statements. (i) Going concern As of June 30, 2026, the Group held total cash reserves of $102.9 million. The Group continues its focus on measured allocation of resources for its planned commercial, research and development activities and as a result reports net cash usage for operating activities of $43.8 million for the year ended June 30, 2026. The Group recognized net product sales of $115.2 million for the year ended June 30, 2026. In December 2025, the Group entered into a $125.0 million five-year non-dilutive credit-line facility, secured by royalties from TEMCELL®. The Group drew down the full $125.0 million facility in two tranches of $75.0 million and $50.0 million during December 2025 and June 2026, respectively. The proceeds were used to extinguish the Group’s existing debt arrangements, with Oaktree Capital Management, Inc. and NovaQuest Capital Management, L.L.C. The credit-line has a fixed interest rate of 8.00% per annum, a substantial reduction from prior facilities, and a five-year interest only period through to December 2030. The Group expects that existing cash and cash equivalents, together with cash from the commercialization of Ryoncil® will be sufficient to fund the Group's forecast operating cash usage over the next twelve months. As a result, the consolidated financial statements have been prepared assuming that the Group will continue as a going concern, which contemplates the realization of assets and the satisfaction of its liabilities in the normal course of business. (ii) Historical cost convention These financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets at fair value through other comprehensive income, financial assets and liabilities (including derivative instruments) at fair value through profit or loss, certain classes of property, plant and equipment and investment property. (iii) New and amended standards adopted by the Group There were no new or amended standards adopted by the Group in the year ended June 30, 2026 that materially impacted the Group. These financial statements follow the same accounting policies as compared to the June 30, 2025 consolidated financial statements and related notes as filed with the Australian Securities Exchange and the Securities and Exchange Commission. Table of Contents 181

(iv) New accounting standards and interpretations not yet adopted by the Group IFRS 18, “Presentation and Disclosure in Financial Statements” was issued to improve comparability and transparency in the reporting of the financial performance of similar entities. The standard, which replaces IAS 1 “Presentation of Financial Statements”, impacts the presentation of the primary financial statements and notes, including the statement of profit and loss where companies will be required to present separate categories of income and expense for operating, investing, and financing activities with prescribed subtotals. The standard will also require management-defined performance measures to be explained and included in a separate note within the consolidated financial statements. The standard is effective for annual reporting periods beginning on or after January 1, 2027, including interim financial statements, and requires retrospective application. The Group is currently assessing the impact of the new standard. There were no other new accounting standards and interpretations not yet adopted by the Group for the June 30, 2026 reporting period that are expected to materially impact the Group. (v) Use of estimates The preparation of these consolidated financial statements requires the Group to make estimates and judgments that affect the reported amounts of assets, liabilities, income and expenses and related disclosures. On an ongoing basis, the Group evaluates its significant accounting policies and estimates. Estimates are based on historical experience and on various market-specific and other relevant assumptions that the Group believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. 2. Significant changes in the current reporting period (i) Significant events The financial position and performance of the Group was affected by the following events during the year ended June 30, 2026: • In December 2025, the Group entered into a new $125.0 million five-year credit-line facility. The Group drew the first tranche of $75.0 million on closing, with $41.7 million of proceeds being used to repay in full the outstanding balance of the existing senior secured loan facility with Oaktree Capital Management, Inc. (“Oaktree”) and $25.0 million of proceeds being used to repay in part the loan and security agreement with NovaQuest Capital Management, L.L.C. (“NovaQuest”). In June 2026, the Group drew the second tranche of $50.0 million from the existing credit-line facility and extinguished the maturing NovaQuest debt. Refer to Note 5(e)(i) for more details on this credit-line facility. As part of the credit-line facility, warrants were granted to purchase 3,225,756 shares or 322,576 American Depositary Shares (“ADSs”) under a 1-for-10 ADS ratio, at A$3.20 per share, a 15% premium to the 30-day volume weighted average price ("VWAP"), with the ADS price calculated using the USD spot rate at the time of exercise. Refer to Note 5(f)(vi) for more details on warrants issued. Table of Contents 182

3. Loss before income tax Revenue Product sales, net(1) 115,153 11,263 — Royalty revenue 5,097 5,935 5,902 Total Revenue 120,250 17,198 5,902 Cost of revenues Cost of inventories (10,541) (1,193) — Amortization of currently marketed intangible assets (6,126) (3,937) — Total Cost of revenues (16,667) (5,130) — Clinical trial and research & development (30,521) (8,070) (3,308) Manufacturing production & development (32,693) 6,323 (13,252) Commercialization (15,869) (4,676) (655) Employee benefits Salaries and employee benefits (28,095) (22,092) (20,415) Defined contribution superannuation expenses (510) (395) (369) Equity settled share-based payment transactions(2) (14,873) (22,088) (5,870) Total Employee benefits (43,478) (44,575) (26,654) Depreciation and amortization of non-current assets Plant and equipment depreciation (481) (303) (410) Right of use asset depreciation (1,942) (2,139) (2,771) Intellectual property amortization (36) (21) (1,485) Total Depreciation and amortization of non-current assets (2,459) (2,463) (4,666) Other Selling, general and administration Overheads & administration (13,855) (10,168) (8,584) Consultancy (4,795) (2,728) (2,458) Legal, patent and other professional fees (6,192) (4,335) (2,342) Intellectual property expenses (excluding the amount amortized above) (4,993) (3,424) (2,777) Total Other Selling, general and administration (29,835) (20,655) (16,161) Fair value remeasurement of contingent consideration Remeasurement of financial derivative 7,892 (10,262) — Remeasurement of contingent consideration 4,165 (4,625) (9,693) Total Fair value remeasurement of contingent consideration 5(f)(iii) 12,057 (14,887) (9,693) Fair value remeasurement of warrant liability Remeasurement of warrant liability 5(f)(vi) 859 (4,962) 779 Total Fair value remeasurement of warrant liability 859 (4,962) 779 Other operating income and expenses Year Ended June 30, (in U.S. dollars, in thousands) Note 2026 2025 2024 Table of Contents 183

Interest income 3,914 3,554 1,824 Research and development tax incentive income — 82 859 Government grant revenue 22 3 — Foreign exchange gains/(losses) 1,069 (106) (76) Derecognition of lease liability 388 — — Derecognition of right-of-use asset (85) — — Foreign withholding tax paid — (480) (37) Total Other operating income and expenses 5,308 3,053 2,570 Finance (costs)/gains Remeasurement of borrowing arrangements (1,965) (416) (2,351) Interest expense (19,872) (21,753) (20,658) Facility fee (2,002) (799) — Total Finance costs (23,839) (22,968) (23,009) Total loss before income tax (56,887) (101,812) (88,147) Year Ended June 30, (in U.S. dollars, in thousands) Note 2026 2025 2024 (1) Revenue from product sales Product revenues are recorded net of allowances for variable consideration such as estimated government rebates and chargebacks, distribution fees, distributor and off-label discounts, patient assistance programs, freight and packaging costs and returns. See Note 22(e)(ii) for the Group's policy regarding revenue from product sales. Product revenues consist of the following: Year Ended June 30, (in U.S. dollars, in thousands) 2026 2025 2024 Ryoncil® 115,153 11,263 — As at June 30, 2026 and June 30, 2025, the Group’s trade receivables, net were $57.1 million and $13.9 million, which relate to product sales, net of discounts and allowances. The revenue from net product sales is derived from a single external customer which exceeded 10% of the Group's total revenue. Refer to Note 10(b) for discussion of the credit risk associated with trade receivables. The following table summarizes gross product sales to net product sales by significant category of gross to net adjustments for the years ended June 30, 2026, 2025 and 2024. Year Ended June 30, (in U.S. dollars, in thousands) 2026 % of gross sales 2026 2025 % of gross sales 2025 2024 % of gross sales 2024 Gross product sales 132,890 100.0 % 13,192 100.0 % — — % Gross to net adjustments Government rebates and chargebacks (13,439) 10.2 % (1,489) 11.3 % — — % Discounts and distributor fees (1,876) 1.4 % (171) 1.3 % — — % Other sales-related deductions (2,422) 1.8 % (265) 2.0 % — — % Co-pay assistance — — % (4) — % — — % Total gross to net adjustments (17,737) 13.4 % (1,929) 14.6 % — — % Product sales, net 115,153 86.6 % 11,263 85.4 % — — % Table of Contents 184

Gross to net adjustments are estimated using contractual terms, statutory requirements, actual claims and settlement experience, patient and payer mix, channel data and other information available at the reporting date. The Group regularly evaluates its estimates against actual results. Accruals for chargebacks are recorded as a direct reduction to trade receivables. Accruals for government rebates, distribution fees, distributor and off-label discounts, patient assistance programs and freight are recorded within trade and other payables. The following table summarizes the gross to net adjustments and payments, including sales-related deductions: (in U.S. dollars, in thousands) Government rebates and chargebacks Discounts and distributor fees Other sales- related deductions Co-pay assistance Total Balance as of July 1, 2023 — — — — — Gross to net adjustments — — — — — Payments — — — — — Balance as at June 30, 2024 — — — — — Balance as of July 1, 2024 — — — — — Gross to net adjustments 1,489 171 265 4 1,929 Payments — (50) (47) — (97) Balance as at June 30, 2025 1,489 121 218 4 1,832 Balance as of July 1, 2025 1,489 121 218 4 1,832 Gross to net adjustments 13,439 1,876 2,422 — 17,737 Payments (3,143) (1,323) (667) — (5,133) Balance as at June 30, 2026 11,785 674 1,973 4 14,436 (2) Share-based payment transactions For the years ended June 30, 2026, 2025 and 2024, share-based payment transactions have been reflected in the Consolidated Income Statement functional expense categories as follows: Year Ended June 30, (in U.S. dollars) 2026 2025 2024 Research and development 7,360,087 12,487,004 2,950,104 Selling, general and administration 7,512,853 9,601,283 2,920,064 Equity settled share-based payment transactions 14,872,940 22,088,287 5,870,168 Table of Contents 185

4. Income tax benefit/(expense) Year Ended June 30, (in U.S. dollars, in thousands) 2026 2025 2024 (a) Reconciliation of income tax to prima facie tax payable Loss from continuing operations before income tax (56,887) (101,812) (88,147) Tax benefit at the Australian tax rate of 30% (2025: 30%, 2024: 30%) (17,066) (30,544) (26,444) Tax effect of amounts which are not deductible/(exempt) in calculating taxable income: Share-based payments expense 1,413 5,911 1,752 Bonus restructure expense 180 1,973 — Non-Deductible