Delivered to each prospective investor in connection with the Company's offering of Simple Agreements for Future Equity (SAFEs) under Rule 506(c) of Regulation D.
E4L, Inc., a Nevada corporation (the "Company," "E4L," "we"), is offering SAFEs to a limited number of accredited investors, principally family offices, to fund the growth of its bioenergetic health products and platform. This memorandum describes the restructuring by which the Company assembled its assets, the chain of title to its intellectual property, the principal risks of the investment, and the related-party arrangements involving the Company's founder. Every prospective investor must read and acknowledge this memorandum before, or at the same time as, signing a SAFE. Where this memorandum differs from the executed SAFE, the SAFE and the Company's charter documents govern.
E4L's business was founded in the United Kingdom more than 20 years ago and has developed, over that period, a portfolio of bioenergetic health products — infoceuticals, the miHealth handheld device, the GEM wearable and consumer app, and the BWS / FIELD practitioner platform — together with an associated practitioner and customer base, brand and body of research.
In 2026 the business was re-incorporated in the United States. This was a forward step rather than a distress event: the company's vision had outgrown its original UK founding team, so it restructured in Salt Lake City around its next chapter — the GEM wearable and consumer app, the new miHealth device, the FIELD platform and the August 2026 release of the film Beyond Medicine. The Company was newly formed as a Nevada C-corporation, with its headquarters and operating team in Salt Lake City, Utah. The Company acquired, or received by contribution, the operating assets of the legacy group — the intellectual property, the three operating subsidiaries described below, the customer base and the brand. The Company did not assume the trading liabilities of the legacy operating companies; it acquired assets. The legacy UK operating company, Exponential Health Innovations Ltd (also trading as XPO Health), is being wound down solvently, with its creditors settled, after the assets were transferred out at value.
The principal contributor of assets to the Company is Massey Developments Ltd, the founder's holding company (the "Founder Holdco"), controlled by Harry Massey. Over the life of the business the founder and the Founder Holdco funded it through roughly two decades of reinvested capital, direct shareholder loans, intellectual-property development, and the build-out of the customer base and the operating subsidiaries — on the order of $15–20 million of real capital invested in the business over its history. That $15–20 million is context for the scale of the founder's commitment and the value of the assets — it is not the value of the Founder Holdco's stock. In exchange for the contributed assets the Founder Holdco deliberately took only $3,200,000 of Class B Preferred — the cost it paid to acquire the assets, not an uplift — so it books no gain on an inflated related-party valuation. The enterprise upside sits in Harry Massey's ordinary Founder Common, alongside every other common holder: the founder contributed assets worth more than the equity his holding company took, and the surplus benefits all shareholders. The Company's equity classes are described in Section 5(b).
The Company's intellectual property reaches it along the following paths. Certain steps are documentary transfers that are being completed in the ordinary course; the risk that any step is delayed or challenged is described in Section 4.
| Infoceuticals (incl. the information map) & BWS software | Resident in the UK operating company (Exponential / XPO Health). Transferred to the Founder Holdco (Massey Developments Ltd) as its secured creditor, then contributed by the Founder Holdco to the Company as equity. These assets are part of the Founder Holdco's equity contribution — there is no seller note, royalty or repayment stream attached to them. |
|---|---|
| FIELD platform & miHealth 2 device | Already resident in the United States within NES Health LLC, which contributed to the Company as a wholly owned subsidiary. |
| GEM wearable / consumer platform | Owned by Energy4Life LLC (US), contributed to the Company as a wholly owned subsidiary. |
| Third operating subsidiary | A third operating subsidiary of the legacy group is being contributed to the Company alongside NES Health LLC and Energy4Life LLC. The identity and holdings of this entity are being confirmed and finalized in the transfer documentation. |
| Patents | A granted UK patent (2024) covering the core pulse-encoding technology, with a corresponding US patent application. Registered ownership and the assignment chain into the Company are being confirmed as part of the transfer. |
An investment in the Company is speculative and involves a high degree of risk. The following risks are not exhaustive; each prospective investor should weigh them carefully and be able to bear the loss of its entire investment.
Although the underlying business and brand have a long history, the Company is a newly formed enterprise executing a new commercial plan with a new team and a new operating base in Salt Lake City. It has a limited operating history in its current form, is not yet profitable, and its forecasts are estimates that depend on assumptions that may prove incorrect. There is no assurance the Company will achieve or sustain profitability, or that any future financing will be available on acceptable terms.
The Company acquired assets, customers and brand — it did not acquire, and does not present, the historical revenue, cohort or operating results of the legacy XPO Health / NES Health group as its own. Any historical figures a prospective investor may encounter relate to the former business under different ownership, market conditions and cost structure, and are not indicative of the Company's future results. By signing a SAFE, the investor confirms it is not relying on any historical revenue or operating results of the legacy group in making its investment decision.
The Company's products are positioned as general-wellness and structure/function products, not as medical devices or therapies intended to diagnose, treat, cure or prevent any disease. The Company's regulatory track record to date is clean: the business has undergone three FDA inspections with no issues (including an in-person infoceuticals inspection and multiple, stricter customs/FDA import reviews); the BWS software has never been questioned, its claims being deliberately non-medical (structure/function only); and the GEM wearable is a performance/wellness classification. The miHealth device is in the final stages of FDA over-the-counter (OTC) clearance for pain relief — a positive regulatory milestone in progress (a clearance status, not a present treatment claim). The Company regards residual regulatory risk as minimal. Nevertheless, the regulatory treatment of bioenergetic and wellness products continues to evolve and varies by jurisdiction, and a regulator (including the FDA or FTC, or equivalent bodies abroad) could take a different view of a product's classification, marketing claims, substantiation or clearance requirements, which could require changes to products or claims, delay launches, or result in enforcement action. There is no assurance of any particular regulatory outcome.
The Company depends substantially on its founder, Harry Massey, for its vision, intellectual property, relationships and control, and on a small senior team. The loss of the founder or of key personnel, or an inability to attract further talent, could materially and adversely affect the business.
The Company's founder controls the Founder Holdco and, through his majority ownership and board director-designation rights, holds voting control of the Company, and the Company is party to several arrangements with the founder and his affiliates (Section 5). These arrangements were not negotiated at arm's length between independent parties. Although the Company believes they are fair and has disclosed them here, a conflict of interest between the founder's interests and those of the SAFE investors could arise, and the founder's voting control means investors will not be able to determine the outcome of most stockholder matters.
The SAFE and any securities issued on its conversion are unregistered, illiquid and restricted. There is no public market for them, none is expected to develop, and they may not be resold except pursuant to registration or an exemption. An investor must be prepared to hold the investment indefinitely and to lose it entirely.
Certain asset transfers described in Section 3 are being completed in the ordinary course, including the solvent wind-down of the legacy UK company and the finalization of the third subsidiary and the patent assignments. Although the Company expects these to complete without incident, a delay, defect or third-party challenge to any transfer could affect the Company's title to the relevant asset. An optional side-letter covenant is available to investors to address this risk (see the Side Letter).
The SAFEs are offered in reliance on the exemption in Rule 506(c) of Regulation D (the Company moved to Rule 506(c) from Rule 506(b) in August 2026; no SAFE had been sold at that date). Rule 506(c) permits the Company to discuss the offering publicly, but conditions the exemption on every purchaser being an accredited investor and on the Company taking reasonable steps to verify each purchaser's accredited status. Whether particular steps are "reasonable" is a facts-and-circumstances judgment, and the Company may, where applicable, rely on the SEC staff's no-action position of 12 March 2025 regarding minimum investment amounts — a staff position, not a rule. If the Company's verification steps were later held inadequate, if any purchaser were found not to have been accredited, or if a required Form D or state notice filing were missed or late, the exemption could be unavailable for this offering. Investors could then have rescission rights (a right to their money back, potentially when the Company cannot pay), the Company could face SEC or state enforcement and penalties, and its ability to raise further capital could be impaired. Because the Company may now solicit publicly, statements about the offering reach a wider audience, which increases rather than reduces the Company's exposure to anti-fraud liability if any statement is inaccurate or incomplete. Investors must co-operate with verification and notify the Company promptly if their accredited status changes before closing.
The Company discloses the following arrangements involving its founder, Harry Massey, and his affiliates.
Healing Frequencies LLC, an entity of Kay ("Kitty") Stoneburner (Park City, Utah), invested $1,250,000 in March 2022 and holds a legacy stake originating in the legacy company. Under the Company's structure she has two mutually exclusive outcomes — one or the other, never both.
(1) If she stays (the expected base case), her stake is held as restricted Class B Preferred carrying a 1× non-participating liquidation preference of approximately $1,600,000 (her $1,250,000 principal compounded at 6%/yr to ≈$1,625,000 at 16 September 2026; equivalently 218,000 shares at the $7.30 formation price) — junior to the new-money Class A Preferred and pari passu with the Founder Holdco's Class B. This is a downside floor that makes staying more attractive than the put, and it is forfeited if she exercises the put.
(2) If she exercises her put under a side letter executed 2 October 2024, exercisable only during a single election window, 1–15 September 2026, she instead requires the Company to buy her shares back and forfeits the restricted Class B Preferred. The put is contingent and its outcome is presently unknown. If Ms. Stoneburner elects to exercise it, the Company will buy back her shares for a total of $1,729,111.34, payable over 24 monthly installments (two years) with interest at 6% on the outstanding balance. The obligation is guaranteed by Harry Massey personally on a backstop basis: if she exercises, the Company funds the buy-back from its own cashflow (including, if needed, a dedicated additional raise of roughly $2 million for her stake), and Mr. Massey loans the Company money only to the extent, and for the period, its cashflow cannot cover the installments while that buy-out capital is raised — not an automatic loan of the full amount, and not drawing on investor capital. If Ms. Stoneburner does not exercise the right during the election window, it lapses. The Company presently expects that Ms. Stoneburner will retain at least half, and possibly all, of her equity.
The Company has four classes of equity. The design is deliberately simple: one 1× non-participating liquidation preference for cash actually invested — new money senior, the founder's own capital junior — with no participation, no multiples, no stacking, and all upside shared.
"Non-participating" means each preferred class takes the greater of its 1× preference or its as-converted common value — never both. In a modest exit the preferences return cash first (Class A, then Class B); in a large exit every preferred class converts to common and shares pro rata — so all upside is shared and nobody double-dips. The exit waterfall is: creditors → Class A Preferred (new money, senior) → Class B Preferred (legacy cash: Founder Holdco $3.2M + Kitty ~$1.6M, junior) → Founder Common + Common (pro rata). A fuller cap-structure-and-waterfall summary is in the data room (Cap structure & waterfall). The founder retains control of the Company through his majority ownership and board director-designation rights while taking the same economics as every other common holder. SAFEs carry no voting rights until they convert; before and after conversion, the founder's voting control means investors will not be able to determine the outcome of most matters submitted to stockholders.
The board has three fixed seats, of which two are currently filled and one is currently open:
The Company's entire team-incentive program is a 14% phantom-equity pool — contractual, cash-settled value rights that pay by reference to a percentage of Company value on a change-in-control event. Phantom units are not shares and not options: they carry no votes, appear nowhere on the share cap table, and confer no stockholder rights; there is no option plan or ESOP. Their economic effect is nonetheless dilution-equivalent: up to approximately 14% of Company value sits, or may be committed, in these rights, reducing the value attributable to every share — including the Class A Preferred issued on SAFE conversion — on a payout event. As of the date of this Memorandum, 11.5% is committed in named awards: Prof. Hemal Patel 1.0% (fully vested), Susan Kichuk 5.0% (Board Advisor), Steve McCardell 1.5% (approximately half vested, subject to a $35M value hurdle) and Antony Watson 4.0%; the remaining 2.5% is unallocated headroom for future awards. The plan and each award remain subject to final award documentation.
The Company is offering SAFEs of up to approximately $5,000,000 in aggregate, with a $73,000,000 post-money valuation cap and a 15% discount (Discount Rate 85%), converting at the lower of the two. The cap is a negotiated term of this offering and is not represented as a third-party or transaction-derived valuation. Each SAFE converts on the Company's next priced equity round (an "Equity Financing," defined with a ~$1,000,000 minimum threshold so a small round does not force conversion) into Class A Preferred — a 1× non-participating, senior liquidation preference (Section 5(b)) — at the lower of the cap price or 85% of the priced-round price. The Company intends to raise a priced Equity Financing within approximately 18 months (an expectation, not a commitment); if a Liquidity Event occurs first, the Investor receives the greater of the Purchase Amount or conversion on the same lower-of terms applied to the event price. The Offering is made under Rule 506(c) of Regulation D to accredited investors only, and the Company takes reasonable steps to verify each investor's accredited status before accepting a subscription; there is no escrow or tranching. Full terms are in the SAFE. Investor funds are payable only to the Company's own bank account, per wiring instructions provided individually after countersignature. SAFE investors receive standard information rights — periodic financial updates and the Company's bi-annual (twice-yearly) investor report — but no board seat, no voting rights and no consent rights (see the Side Letter).
By signing below, the undersigned investor acknowledges and agrees that it has:
Acknowledged for the Company — E4L, INC.
Name: Harry Massey · Title: Chairman & Chief Executive Officer
Confidential. For accredited investors only. Securities offered under Rule 506(c) of Regulation D; accredited status is verified before any subscription is accepted. This memorandum is not legal, tax or financial advice; the definitive SAFE and the Company's charter documents govern. The corporate name will be conformed to the name on the Company's filed Nevada charter.
E4L, Inc. · Salt Lake City, Utah · harry.massey@e4l.com · © 2026