Elixinol Wellness Limited (ASX:EXL) is an Australian health and wellness company with a portfolio of brands spanning nutrition, wellness and superfood ingredients, including The Healthy Chef, Hemp Foods Australia, Mt Elephant, Australian Primary Hemp and The Australian Superfood Co. In an ASX announcement dated 24 September 2026, the company said it has entered into a binding agreement to acquire the Business of Vitable, an Australian personalised supplement subscription platform.

About Vitable

Vitable was founded in 2019 and operates a direct-to-consumer subscription model. Its digital platform combines an online health assessment with proprietary recommendation technology to provide personalised daily supplement packs. According to the announcement, the platform has approximately 7,850 active subscribers and has completed 1.84 million customer health assessments.

EXL says Vitable adds more than $5 million of revenue, taking the group past $20 million in annual revenue. The company describes the deal as accelerating its strategy to build a scaled Australian wellness platform and its path to profitability.

Transaction terms

The headline Equity value is $2.5 million, payable entirely in fully paid EXL ordinary shares, with a potential additional $1.0 million Platform Kicker. The consideration is structured in five tranches. Tranche 1 is $312,500 in shares on completion, Tranche 2 is $312,500 six months later, and Tranche 3 is $625,000 twelve months after completion.

Tranche 4 is up to $625,000 in shares based 50% on net Revenue and 50% on direct EBITDA over the 12 months after completion, with performance conditions of net revenue of $6.0 million to $7.0 million and direct EBITDA of nil to $700,000. Tranche 5 is up to $625,000 based on the 12 months ending 24 months after completion, with net revenue of $7.0 million to $10.0 million and direct EBITDA of $700,000 to $1.2 million. Both are calculated on a pro-rata basis.

The Platform Kicker is a further $1.0 million in shares if, within 36 months after completion, the 20-trading-day VWAP-implied Market Capitalisation of EXL exceeds $20.0 million. Shares in Tranches 1 to 5 are subject to a floor issue price of $0.00525 per share, which implies a maximum of 476,190,476 consideration shares for the $2.5 million headline amount if the floor applies.

Targets, backers and strategic rationale

On full realisation of the scrip-based earn-out terms, the company says the combined business is targeting $27 million in revenue and approximately $3 million of EBITDA by 2028. The company cites recurring subscription revenue, personalisation technology and consumer insight, and cross-selling, including introducing The Healthy Chef products to Vitable customers.

Vitable Shareholder Ben McHarg, who co-founded Life-Space Group, which was sold to BY-HEALTH in 2018 at an Enterprise value of about $690 million, and other Vitable shareholders have jointly committed $500,000 to EXL through a convertible note via his Investment vehicle, Brenteca. The note is to be settled once EXL shareholders approve it. He is also in discussions to advise the EXL Board and management.

Conditions, approvals and timetable

Completion is conditional on matters including further due diligence, EXL shareholder approval for the issue of the consideration shares, no material adverse change and any required third-party consents. EXL intends to seek approval at a General Meeting expected in early November 2026, with a Notice of General Meeting expected in early October 2026. Completion is expected shortly after the meeting. The company has also applied to the ASX for a Waiver of Listing Rule 7.3.4 so that deferred consideration shares can be issued at the times contemplated. The timetable is described as indicative only and may change.

Risks and sector context

The deal is conditional, and the announcement states that approvals, further Due Diligence and ASX waiver outcomes remain outstanding. Because consideration is paid in shares at a floor price of $0.00525, the number of shares issued could be large relative to the existing share count, which would affect the proportion of EXL held by current shareholders. The performance-based tranches depend on Vitable meeting revenue and EBITDA conditions after completion, and the 2028 revenue and EBITDA figures are targets that depend on full realisation of the earn-out terms.

The company says it will focus first on business continuity and the Vitable customer experience, with broader integration to follow completion.

For sector context, the company refers to growing global interest in personalised supplements as shown by the larger transactions it names.

What to watch next

Items to watch include the release of the Notice of General Meeting in early October 2026, the General Meeting in early November 2026, the outcome of the ASX waiver application, completion of the acquisition, settlement of the $500,000 convertible note, and the first 12-month performance measurement period after completion.