SYDNEY: Elixinol Wellness Limited announced Thursday it has entered a binding agreement to acquire the business of Vitable, an Australian personalized supplement subscription platform, in a deal that would push the company past $20 million in annual revenue.

The acquisition, valued at $2.5 million in headline consideration, is payable entirely in EXL shares and remains subject to shareholder approval and satisfaction of remaining conditions precedent. The deal includes a potential additional $1 million “Platform Kicker” if EXL’s market capitalization exceeds $20 million within 36 months of completion.

Vitable, founded in 2019, operates a direct-to-consumer subscription model that combines online health assessments with proprietary recommendation technology to deliver personalized daily supplement packs. The company has approximately 7,850 active subscribers and has completed 1.84 million customer health assessments through its platform.

EXL said the acquisition adds more than $5 million in revenue and accelerates its path to profitability. On full realization of earn-out terms, the combined business is targeting $27 million in revenue and approximately $3 million in EBITDA by 2028.

“This acquisition marks the next phase of Elixinol’s growth,” said Natalie Butler, EXL CEO and executive director. “It adds recurring revenue, a direct relationship with thousands of consumers and the ability to deliver increasingly personalized wellness offers.”

The consideration structure comprises five tranches: $312,500 on completion; $312,500 six months after completion; $625,000 12 months after completion; up to $625,000 tied to 12-month performance metrics; and up to $625,000 tied to 24-month performance metrics. The performance conditions relate to net revenue ranging from $6 million to $10 million and direct EBITDA of nil to $1.2 million.

The issue price of consideration shares under the first five tranches is subject to a floor price of $0.00525 per share, implying a maximum of 476,190,476 shares if the floor price applies.

Vitable shareholder Ben McHarg, who co-founded and led Life-Space Group before its approximately $690 million sale to BY-HEALTH in 2018, has committed $500,000 to EXL through a convertible note alongside other Vitable shareholders. McHarg is also in discussions to advise the EXL board and management.

The acquisition reflects growing global interest in personalized supplements, following Procter & Gamble’s agreed $3.8 billion acquisition of Thorne HealthTech in August 2026 and Nestlé Health Science’s acquisition of Persona Nutrition.

EXL said it will initially focus on business continuity and Vitable’s customer experience, with broader integration to follow completion. The company sees cross-selling opportunities, particularly introducing its Healthy Chef brand to Vitable customers and making Vitable’s personalized offerings available to EXL’s existing customer base.

Completion remains conditional on further due diligence, EXL shareholder approval for the share issuance, no material adverse change and satisfaction of other conditions precedent. EXL intends to seek shareholder approval at a general meeting expected in early November 2026, with completion expected shortly thereafter.

The company has applied to ASX for a waiver of Listing Rule 7.3.4 to permit deferred consideration shares to be issued at the times contemplated by the acquisition.