|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 9)*
|
Mesoblast Limited (Name of Issuer) |
Ordinary Shares / American Depositary Receipts (Title of Class of Securities) |
590717104 (CUSIP Number) |
09/11/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
|
| CUSIP No. | 590717104 |
| 1 | Names of Reporting Persons
Gregory George | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
BAHAMAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
275,851,734.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
21.59 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| CUSIP No. | 590717104 |
| 1 | Names of Reporting Persons
James George | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,000,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.47 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| CUSIP No. | 590717104 |
| 1 | Names of Reporting Persons
Grant George | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,000,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.47 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| CUSIP No. | 590717104 |
| 1 | Names of Reporting Persons
G to the Fourth Investments, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEVADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
126,727,847.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.92 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Mesoblast Limited | |
| (b) | Address of issuer's principal executive offices:
Level 38, 55 Collins Street, Melbourne 3000, Australia | |
| Item 2. | ||
| (a) | Name of person filing:
Gregory George, James George, Grant George and G to the Fourth Investments, LLC (the "Reporting Persons") | |
| (b) | Address or principal business office or, if none, residence:
Gregory George 371 Channelside Walkway PH 1702, Tampa Florida, 33602
G to the Fourth Investments, LLC 831 Laca Street Dayton Nevada, 89403
James George 371 Channelside Walkway PH 1702, Tampa Florida, 33602
Grant George 371 Channelside Walkway PH 1702, Tampa Florida, 33602 | |
| (c) | Citizenship:
Gregory George is a citizen of the Bahamas.
James George and Grant George are U.S. citizens.
G to the Fourth Investments, LLC, is organized in Nevada | |
| (d) | Title of class of securities:
Ordinary Shares / American Depositary Receipts | |
| (e) | CUSIP No.:
590717104 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The ownership information below represents beneficial ownership of ordinary shares as represented by American Depositary Receipts by the Reporting Persons as of September 11, 2025, based upon 1,277,782,187 ordinary shares of the issuer outstanding as of September 12, 2025.
Gregory George is the sole beneficial owner of 137,123,887 ordinary shares, which include 8,830,602 ordinary shares underlying warrants and 128,293,285 ordinary shares held in the form of American Depositary Receipts ("ADRs").
Gregory George is a manager of G to the Fourth Investments, LLC and has discretionary authority to vote and dispose of 123,060,227 ordinary shares held by G to the Fourth Investments, LLC. Gregory George may be deemed to be the beneficial owner of these shares.
Gregory George has discretionary authority to vote and dispose of 6,000,000 ordinary shares held in the form of ADRs by his son James George. Gregory George may be deemed to be the beneficial owner of these shares.
Gregory George has discretionary authority to vote and dispose of 6,000,000 ordinary shares held in the form of ADRs by his son Grant George. Gregory George may be deemed to be the beneficial owner of these shares. | |
| (b) | Percent of class:
Gregory George | Percent of class: 21.59%
James George | Percent of class: 0.47%
Grant George | Percent of class: 0.47%
G to the Fourth Investments, LLC | Percent of class: 9.92% %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Gregory George | Sole power to vote or to direct the vote: 137,123,887
James George | Sole power to vote or to direct the vote: 0
Grant George | Sole power to vote or to direct the vote: 0
G to the Fourth Investments, LLC | Sole power to vote or to direct the vote: 0 | ||
| (ii) Shared power to vote or to direct the vote:
Gregory George | Shared power to vote or to direct the vote: 138,727,847
James George | Shared power to vote or to direct the vote: 6,000,000
Grant George | Shared power to vote or to direct the vote: 6,000,000
G to the Fourth Investments, LLC | Shared power to vote or to direct the vote: 126,727,847 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Gregory George | Sole power to dispose or to direct the disposition of: 137,123,887
James George | Sole power to dispose or to direct the disposition of: 0
Grant George | Sole power to dispose or to direct the disposition of: 0
G to the Fourth Investments, LLC | Sole power to dispose or to direct the disposition of: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Gregory George | Shared power to dispose or to direct the disposition of: 138,727,847
James George | Shared power to dispose or to direct the disposition of: 6,000,000
Grant George | Shared power to dispose or to direct the disposition of: 6,000,000
G to the Fourth Investments, LLC | Shared power to dispose or to direct the disposition of: 126,727,847 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|