Xcelerate (XCRT) Registration filing summary

Company overview and business model

• Three healthcare, health and wellness businesses: AI-enabled virtual care in developing markets, plant-based consumer skincare and haircare, and medical equipment/IP licensing.

• Afiya Sasa Africa (ASA), majority-owned since July 2023, licenses AI and augmented-reality software from AdviNOW; exclusive agreements cover 10 African markets, with Tanzania as the initial launch market.

• ASA’s planned revenue streams include patient memberships, hospital technology fees, prescriptions, appointments and virtual consultations; agreements are in place with two Tanzanian hospitals.

• ESN Group, acquired in July 2023, markets Ceramedx therapeutic skincare and Earth Science Beauty/naturals; medical-device patents and licenses are principally intended for licensing rather than in-house manufacturing.

Financial performance and metrics

• FY2023 revenue was $1.12 million, including five months of ESN Group sales, versus $0 in FY2022; net loss attributable to the parent was $2.75 million versus $844,609.

• Q1 2024 revenue was $811,391 versus $0 in Q1 2023; net loss attributable to the parent narrowed to $195,721 from $384,967.

• At March 31, 2024, cash was $129,801, total liabilities were $2.20 million, related-party demand loans were $1.52 million and accumulated deficit was $10.01 million.

• Auditors cited recurring operating losses, negative operating cash flows and substantial accumulated deficit as raising substantial doubt about the ability to continue as a going concern.

Use of proceeds and capital allocation

• Up to $2 million is planned for ESN product development, clinical safety and efficacy testing, advertising, inventory and distribution; proceeds are also intended to support dermatologist programs and retail expansion.

• Up to $2 million is planned as funding to ASA, expected in the form of loans, for operations, kiosks, awareness programs and working capital.

• Remaining proceeds are intended for general corporate purposes and working capital, including debt repayment and accounts receivable; pending deployment, funds may be placed in short-term investment-grade and U.S. government securities.