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Med-X MXRX

Med-X filed S-1/A amendment

Securities offering (amended)

Form
S-1/A
Filed
Importance
Routine
  1. Registration No. 333-299158
  2. Nevada incorporated
  3. I.R.S. Employer ID 46-5473113

Written from the S-1/A on EDGAR. AI can make mistakes. Check the filing.

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What changed since the last draft

2 changes since the S-1/A filed Oct 29, 2026

Compared with the S-1/A 0001477932-26-006517, filed Oct 29, 2026.

  1. Changed Principal and Registered Stockholders

    Consists of 25,000 shares of common stock issued as commitment shares and 1,438,243 shares of common stock…

    Adds "issued as commitment shares".

    From the filings

    Before

    Consists of 25,000 shares of common stock and 1,438,243 shares of common stock issuable upon exercise of a warrant, which may not be exercised to the extent that Streeterville Capital, LLC, together with its affiliates, would own more than 9.99% of our outstanding common stock.

    Now

    Consists of 25,000 shares of common stock issued as commitment shares and 1,438,243 shares of common stock issuable upon exercise of a warrant, each of which was issued at the first closing under the Securities Purchase Agreement on November [*], 2026, which such shares are subject to a 9.99% beneficial ownership limitation. The warrant may not be exercised to the extent that Streeterville Capital, LLC, together with its affiliates, would own more than 9.99% of our outstanding common stock.

  2. New Recent Sales of Unregistered Securities

    On November 2, 2026, at the first closing under the Securities Purchase Agreement dated September 16, 2026…

    New paragraph in Recent Sales of Unregistered Securities.

    From the filings

    Now

    On November 2, 2026, at the first closing under the Securities Purchase Agreement dated September 16, 2026, as amended by Amendment No. 1 dated November 2, 2026, between the Company and Streeterville Capital, LLC, the Company issued to Streeterville Capital, LLC 25,000 shares of common stock as commitment shares and a warrant to purchase 1,500,000 shares of common stock at an exercise price of $10.00 per share, for a warrant purchase price of $10,000. These securities were issued in a private placement in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Show the redline

Section by section. Added words and removed words against the earlier filing.

Prospectus summary 1 change

123 unchanged paragraphs

On September 16, 2026, we entered into a Securities Purchase Agreement with Streeterville Capital, LLC, a Utah limited liability company, under which the investor has committed to purchase up to $30,000,000 of a newly designated Series B Convertible Preferred Stock. At a closing that occurs On November 2, 2026, we and Streeterville Capital, LLC entered into Amendment No. 1 to the date our common stock is Securities Purchase Agreement, which, among other things, (i) separated the closing under the Securities Purchase Agreement into a first listed on Nasdaq, closing, at which we issued the warrant and the commitment shares to the investor, and a second closing, at which we will issue 5,000 shares of Series B Convertible Preferred Stock a warrant to purchase shares of and which will occur on the date our common stock and is first listed on Nasdaq, (ii) provided for the issuance of a fixed number of 25,000 commitment shares equal at the first closing, (iii) required the investor to one percent pay a warrant purchase price of $10,000 at the $30,000,000 commitment amount divided by first closing as a condition to the Nasdaq valuation price, in consideration issuance of the warrant, and (iv) reduced the initial purchase price payable at the second closing from $5,010,000 of which to $5,000,000 is allocated to reflect the preferred payment of the warrant purchase price at the first closing. The first closing occurred on November [*], 2026. At the first closing, the investor paid the $10,000 warrant purchase price in full, and we issued to the investor 25,000 commitment shares and $10,000 a warrant to purchase 1,500,000 shares of common stock at a fixed exercise price of $10.00 per share. The warrant becomes exercisable on the date our common stock is first listed on Nasdaq and may not be exercised to the extent that the investor, together with its affiliates, would beneficially own more than 9.99% of our outstanding common stock. At the second closing, we will issue 5,000 shares of Series B Convertible Preferred Stock in consideration of $5,000,000, less a $25,000 transaction expense payable to the investor. at closing. Streeterville Capital, LLC has committed to purchasing these securities the Series B Convertible Preferred Stock at the second closing upon the Company's listing on Nasdaq, subject to the closing conditions in the Securities Purchase Agreement, which are for its benefit and which it may waive, including the effectiveness of a registration statement covering the resale of the commitment shares and the warrant shares and the stockholder approval described below. The only securities held by Streeterville Capital, LLC which are being registered in this Registration Statement are the 25,000 commitment shares and the up to 1,500,000 shares of common stock issuable upon exercise of the warrant. This prospectus does not cover the resale of any shares of Series B Convertible Preferred Stock or any shares of common stock issuable upon conversion of the Series B Convertible Preferred Stock, and we will not seek to register the resale of any such conversion shares unless and until the second closing has occurred. Before the second closing, we are required to seek stockholder approval of the issuance of all shares of Series B Convertible Preferred Stock issuable under the full $30,000,000 commitment and of the issuance of common stock in excess of the exchange cap under Nasdaq Listing Rule 5635(d) on conversion of those shares, on exercise of the warrant and as commitment shares. Receipt of that approval is a condition to the investor's obligation at the second closing, which the investor may waive in its sole discretion, and unless the approval is obtained or the exchange cap is otherwise inapplicable, the total number of shares of common stock we may issue to the investor on conversion of the Series B Convertible Preferred Stock, on exercise of the warrant and as commitment shares may not exceed the exchange cap. Additional purchases during the two-year commitment period are at our request and remain subject to the conditions in the agreement, including effectiveness of a registration statement covering the underlying common stock and the stockholder approval described above. Other than the $10,000 warrant purchase price paid at the first closing, no funds are advanced unless and until the listing occurs, and we can give no assurance that the listing will occur or that the remaining conditions to funding will be satisfied. Because the number of shares issuable on conversion rises as the price of our common stock falls, we cannot determine the number of shares that may be issued under the facility, and conversions at a declining price could result in substantial dilution to our existing stockholders and could put further downward pressure on the market price of our common stock. See "Risk Factors" and "Description of Securities — Series B Convertible Preferred Stock."

88 unchanged paragraphs

Risk factors 1 change

48 unchanged paragraphs

Since inception, the Company has not generated sufficient revenues to cover operating expenses, has incurred losses and had an accumulated deficit of $55,382,896 as of June 30, 2026, $47,720,868 as of December 31, 2025 and had an accumulated deficit of $40,760,495 as of December 31, 2024. Further, we expect to incur a net loss for the fiscal year ending December 31, 2026 and thereafter, primarily as a result of increased operating expenses. There can be no assurances that we will be able to achieve a level of revenue adequate to generate sufficient cash flow from operations or obtain funding from this offering or additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms. These conditions raise substantial doubt about our ability to continue as a going concern before consideration of management's plans, and the report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2025 includes an explanatory paragraph to that effect. Based on our cash and working capital at June 30, 2026, the $924,000 of net proceeds from our private placement received between July 1, 2026 and October 14, 2026, the funding expected at the second closing under our Securities Purchase Agreement with Streeterville Capital, LLC and our cash flow forecast, management has concluded that its plans alleviate that substantial doubt. That conclusion depends on the listing of our common stock and the satisfaction of the other conditions to funding under the Securities Purchase Agreement, which we cannot assure. If adequate working capital is not available, we may be forced to discontinue operations, which would cause investors to lose their entire investment. The Company contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

132 unchanged paragraphs

Capitalization 1 change

1 unchanged paragraph

We will not receive any proceeds from the sale of shares of common stock by the Registered Stockholders, and the Direct Listing will not change our capitalization. The table does not give effect to the Series B Convertible Preferred Stock the commitment shares or the warrant issuable to Streeterville Capital, LLC under the Securities Purchase Agreement dated September 16, 2026, as amended on November 2, 2026, none of which had been issued as of June 30, 2026 or as of the date of this prospectus, and all of which are issuable only at a second closing that occurs on the date our common stock is first listed, or to the shares of common stock issuable upon exercise of the warrant to purchase 1,500,000 shares of common stock issued to Streeterville Capital, LLC at the first closing on November 2, 2026. The 25,000 commitment shares issued to Streeterville Capital, LLC at the first closing are reflected in the Pro Forma As Adjusted capitalization as described above. You should read this table together with the sections of this prospectus titled "Management's Discussion and Analysis of Financial Condition and Results of Operations, "Use of Proceeds," and our audited financial statements as of December 31, 2025, and related notes included elsewhere in this prospectus.

5 unchanged paragraphs

MD&A 2 changes

69 unchanged paragraphs

Going Concern. Our history of net losses and negative cash flows from operations raises substantial doubt about our ability to continue as a going concern before consideration of management's plans, and our financial statements for the year ended December 31, 2025 disclosed that substantial doubt. As of June 30, 2026, we had cash of $1,499,141 and working capital of $1,770,896, and the $499,617 outstanding under our related party line of credit is not due until April 13, 2028. Absent any other financing, our cash on hand and the $924,000 of net proceeds from our private placement received between July 1, 2026 and October 14, 2026, together with the $5,010,000 $10,000 warrant purchase price received at the first closing on November 4, 2026 and the $5,000,000 to be received at the initial second closing under our Securities Purchase Agreement with Streeterville Capital, LLC, as amended, are expected to fund our operations through October 31, 2027. Considering these resources, the $924,000 of net proceeds from our private placement received between July 1, 2026 and October 14, 2026 and the funding expected at the second closing under our Securities Purchase Agreement with Streeterville Capital, LLC, our cash flow forecast indicates that we will have sufficient liquidity to meet our obligations for at least fifteen months from June 30, 2026, and management has concluded that its plans alleviate the substantial doubt. Funding at the second closing under the Securities Purchase Agreement occurs only if our common stock is listed on our principal market and the other conditions to the second closing are satisfied. If the listing does not occur, or occurs later than we expect, or that funding is not received, we would need to obtain other financing, which may not be available on acceptable terms or at all. See Note 2 to our unaudited condensed consolidated financial statements.

17 unchanged paragraphs

On September 16, 2026, we entered into a Securities Purchase Agreement with Streeterville Capital, LLC under which the investor has committed to purchase up to $30,000,000 of our Series B Convertible Preferred Stock. On November 2, 2026, we and the investor entered into Amendment No. 1 to the Securities Purchase Agreement, which separated the closing into a first closing and a second closing. At the first closing, which occurs occurred on November 4, 2026, the investor paid a warrant purchase price of $10,000 and we issued to the investor a warrant to purchase 1,500,000 shares of common stock at an exercise price of $10.00 per share and 25,000 commitment shares. At the second closing, which will occur on the date our common stock is first listed on our principal market, we will issue 5,000 shares of Series B Convertible Preferred Stock a warrant to purchase shares of common stock and commitment shares, in consideration of $5,010,000, $5,000,000, less a $25,000 transaction expense payable to the investor. at closing. The Series B Convertible Preferred Stock has a stated value of $1,086.96 per share, accrues a return of eight percent per annum compounding daily, ranks senior to our common stock and is convertible into common stock as described under "Description of Securities." Before the second closing, we are required to seek stockholder approval of the issuance of all shares of Series B Convertible Preferred Stock issuable under the full $30,000,000 commitment and of the issuance of common stock in excess of the exchange cap under Nasdaq Listing Rule 5635(d) on conversion of those shares, on exercise of the warrant and as commitment shares. Receipt of that approval is a condition to the investor's obligation at the second closing, which the investor may waive in its sole discretion, and unless the approval is obtained or the exchange cap is otherwise inapplicable, the total number of shares of common stock we may issue to the investor on conversion of the Series B Convertible Preferred Stock, on exercise of the warrant and as commitment shares may not exceed the exchange cap. Additional purchases during the two-year commitment period are at our request and remain subject to the conditions in the agreement, including effectiveness of a registration statement covering the underlying common stock and the stockholder approval described above. Other than the $10,000 warrant purchase price paid at the first closing, no funds are advanced unless and until the listing occurs, and we can give no assurance that the listing will occur or that the remaining conditions to funding will be satisfied. In addition, under the Third Amendment to Promissory Note and Line of Credit Agreement dated September 8, 2026, we may not prepay the related party line of credit before maturity unless all amounts then due and payable to Streeterville Capital, LLC have been paid in full and our Chief Financial Officer certifies in writing that the prepayment would not reasonably be expected to cause, contribute to or exacerbate substantial doubt regarding our ability to continue as a going concern for the twelve months following the prepayment.

23 unchanged paragraphs

Principal and Registered Stockholders 2 changes

36 unchanged paragraphs

Consists of 25,000 shares of common stock issued as commitment shares and 1,438,243 shares of common stock issuable upon exercise of a warrant to purchase 1,500,000 shares of common stock at an exercise price of $10.00 per share, and each of which was issued to Streeterville Capital, LLC at the first closing under the Securities Purchase Agreement on November 2, 2026, which such shares are subject to a 9.99% beneficial ownership limitation. John Fife who has voting and investment power over Streeterville Capital, LLC. The shares of common stock offered by Streeterville Capital, LLC under this prospectus consist solely of the 25,000 commitment shares and up to 1,500,000 shares of common stock issuable upon exercise of the warrant. This prospectus does not cover the resale of any shares of Series B Convertible Preferred Stock, which are issuable only at the second closing under the Securities Purchase Agreement, or any shares of common stock issuable upon conversion of the Series B Convertible Preferred Stock. The warrant is exercisable beginning on the date our common stock is first listed on Nasdaq, and following the closing under the Securities Purchase Agreement, and may not be exercised to the extent that Streeterville Capital, LLC, together with its affiliates, would own more than 9.99% of our outstanding common stock. The address of Streeterville Capital, LLC is 297 Auto Mall Drive #4, St. George, Utah 84770.

25 unchanged paragraphs

Consists of 25,000 shares of common stock issued as commitment shares and 1,438,243 shares of common stock issuable upon exercise of a warrant, each of which was issued at the first closing under the Securities Purchase Agreement on November [*], 2026, which such shares are subject to a 9.99% beneficial ownership limitation. The warrant may not be exercised to the extent that Streeterville Capital, LLC, together with its affiliates, would own more than 9.99% of our outstanding common stock.

Description of the securities 1 change

4 unchanged paragraphs

On September 16, 2026, our Board of Directors designated 40,000 shares of preferred stock as Series B Convertible Preferred Stock, par value $0.001 per share, with a stated value of $1,086.96 per share. The certificate of designation had not been filed with the Nevada Secretary of State as of the date of this prospectus; filing and approval of the certificate is a condition to the second closing under the Securities Purchase Agreement with Streeterville Capital, LLC. The Securities Purchase Agreement also requires us to seek, before the second closing, stockholder approval of the issuance of all shares of Series B Convertible Preferred Stock issuable under the $30,000,000 commitment and of the issuance of common stock in excess of the exchange cap under Nasdaq Listing Rule 5635(d) on conversion of those shares, on exercise of the warrant and as commitment shares, and receipt of that approval is also a condition to the second closing. No shares of Series B Convertible Preferred Stock are issued or outstanding.

36 unchanged paragraphs

Recent Sales of Unregistered Securities 2 changes

On November 2, 2026, at the first closing under the Securities Purchase Agreement dated September 16, 2026, as amended by Amendment No. 1 dated November 2, 2026, between the Company and Streeterville Capital, LLC, the Company issued to Streeterville Capital, LLC 25,000 shares of common stock as commitment shares and a warrant to purchase 1,500,000 shares of common stock at an exercise price of $10.00 per share, for a warrant purchase price of $10,000. These securities were issued in a private placement in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

1 unchanged paragraph

Agreement of Merger and Plan of Reorganization by and among Med-X Acquisition Corp. and Pacific Shore Holdings, Inc. and Matthew Mills* 3.1 Articles of Incorporation* 3.2 Certificate of Designation of Series A Preferred Stock* 3.3 Bylaws* 3.4 Certificate of Designation of Preferences and Rights of Series B Convertible Preferred Stock of Med-X, Inc., dated September 16, 2026 (incorporated by reference to Exhibit 2.4 to the Company's Form 1-SA, filed on September 28, 2026)* 4.1 Warrant to purchase shares of Med-X, Inc. Common Shares* 4.2 Form of Common Stock Certificate of the Registrant* 4.3 Registration Rights Agreement* 4.4 Promissory Note issued to Crestmark Bank dated November 27, 2012* 4.5 Convertible Promissory Note between Med-X Inc and Joseph Winograde * 4.6* Warrant to Purchase Shares of Common Stock, dated September 16, 2026, issued by Med-X, Inc. to Streeterville Capital, LLC 5.1 Legal Opinion of Sichenzia Ross Ference Carmel LLP 10.1 Subscription Documents* 10.2 License Agreement, dated September 1, 2014, by and between Med-X, Inc., as the Licensee, and Pacific Shore Holdings, Inc. as the Licensor* 10.3 Posting Agreement, dated November 12, 2015, by and between Med-X, Inc. and StartEngine Crowdfunding, Inc., with Warrant attached.* 10.4 Broker-Dealer Services Agreement with FundAmerica Securities, LLC* 10.5 Development, Marketing and Consulting Agreement with M6, dated June 20, 2016* 10.6 Agreement with Monarch Bay Securities, LLC* 10.7 Broker-Dealer Agreement executed March 3, 2021, between Med-X, Inc., and Dalmore Group, LLC* 10.8 Share Purchase Agreement by and among Med-X, Inc., GEM Global Yield LLC SCS and GEM Yield Bahamas Limited* 10.9 Med-X, Inc. 2016 Stock Incentive Plan*++ 10.13 Lease between S&R Properties, Corp. and Pacific Shore Holdings, Inc. dated August 1, 2015* 10.14 Amendment to Lease with S&R Properties dated July 21, 2020* 10.15 Loan and Security Agreement between Crestmark Bank and Pacific Shore Holdings, Inc. dated November 27, 2012* 10.16 Security Agreement Crestmark Bank and Pacific Shore Holdings, Inc.* 10.17 License Agreement between Matthew Mills and Pacific Shore Holdings, Inc. dated July 1, 2012* 10.18 Licensing Agreement between Dr. Morton I. Hyson, M.D., PC. D.b.a. Hyson Medical Products and Pacific Shore Holdings, Inc. dated June 22, 2012* 10.19 License Agreement between Matthew Mills and Pacific Shore Holdings, Inc. dated January 15, 2010* 10.20 Line of Credit Agreement between Matthew Mills, Jennifer Mills, and Med-X, Inc., dated August 6, 2022* 10.21* Amendment to Promissory Note, dated August 1, 2023, between Med-X, Inc., Matthew Mills and Jennifer Mills 10.22* Third Amendment to Promissory Note and Line of Credit Agreement, dated September 8, 2026, between Med-X, Inc., Matthew Mills and Jennifer Mills 10.23 Agreement for the Purchase and Sale of Capital Stock between Med-X Inc and Joseph Winograde * 10.24 Purchaser's Rights Agreement between Med-X Inc and Joseph Winograde * 10.25 Amendment to the Agreement for the Purchase and Sale of Capital Stock, dated December 13, 2023, between Med-X, Inc. and Joseph Winograde* 10.26 Purchaser's Rights Agreement, dated September 15, 2023* 10.27 Distribution Agreement, dated September 25, 2023, between Med-X, Inc. and Ensystex Australasia Pty Ltd* 10.28 Form of Warrant Agency Agreement* 10.29 Amendment No. 1 to Agreement for the Purchase and Sale of Capital Stock between Med-X Inc and Joseph Winograde* 10.30 Amendment No. 1 to the Convertible Promissory Note between Med-X Inc. and Joseph Winograde * 10.31 Engagement Agreement with Delbrook Digital Ltd., doing business as Bad Twin Capital * 10.32 Escrow Services Agreement with FundAmerica Securities, LLC* 10.33* Securities Purchase Agreement, dated September 16, 2026, between Med-X, Inc. and Streeterville Capital, LLC 10.34 Amendment No. 1 to Securities Purchase Agreement, dated November 2, 2026, between Med-X, Inc. and Streeterville Capital, LLC 10.35* Placement Agency Agreement, dated September 15, 2026, between Med-X, Inc. and Maxim Group LLC, filed as Exhibit 6.1 to the Company's Current Report on Form 1-U filed September 18, 2026 10.36* Settlement Agreement and Mutual Release, dated August 26, 2026, by and among Med-X, Inc., GEM Global Yield LLC SCS and GEM Yield Bahamas Limited, filed as Exhibit 6.11 to the Company's Current Report on Form 1-U filed September 1, 2026 10.37* Med-X, Inc. 2026 Stock Incentive Plan, effective January 2, 2026, and Form of Option Agreement++ 10.38* Second Amendment to Promissory Note, dated April 13, 2026, between Med-X, Inc., Matthew Mills and Jennifer Mills 16.1* Letter from SetApart Accountancy Corp. to the Securities and Exchange Commission, dated September 23, 2025 (previously filed as Exhibit 6.18 to the Company's Current Report on Form 1-U filed September 23, 2025) 21.1 List of Subsidiaries 23.1 Consent of Cherry Bekaert LLP 23.2 Consent of Sichenzia Ross Ference Carmel LLP Filing Fee Table * previously filed ++ Indicates a management contract or compensatory plan.

2 unchanged paragraphs

Undertakings 1 change

16 unchanged paragraphs

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized on October 29, November 5, 2026.

10 unchanged paragraphs

Unchanged: Cover page, About this Prospectus, Forward-looking statements, Use of proceeds, Dividend policy, Business, Management, Related-party transactions, Shares Eligible for Future Sale, Plan of distribution, Legal Matters, Interests of Named Experts and Counsel, Experts, Where You Can Find More Information, Notes to the financial statements, Note 1: NATURE OF OPERATIONS, Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Note 3: INVENTORY, Note 4: DETAILS OF CERTAIN ASSETS AND LIABILITIES, Note 5: PROPERTY AND EQUIPMENT, Note 6: CREDIT FACILITIES, Note 7: LEASES, Note 8: CAPITALIZATION AND EQUITY TRANSACTIONS, Note 9: SHARE-BASED COMPENSATION, Note 10: RELATED PARTY TRANSACTIONS, Note 11: COMMITMENTS AND CONTINGENCIES, Note 12: OTHER EVENTS, Note 13: SUBSEQUENT EVENTS, Financial statements, Other Expenses of Issuance and Distribution, Indemnification of Directors and Officers

Compared by code from the two drafts’ text: offering terms first, then sections and risk factors added or removed, numbers that moved, and rewording. No model wrote this list. Not investment advice.

The S-1/A, section by section

7 sections, 38 points, each pinned to the sentence it rests on in the prospectus on EDGAR.

Offering terms

Net proceeds
$1,499,600.The Company received net proceeds of $1,499,600.
Exchange
Nasdaq Global MarketThe Company has applied to list its common stock on the Nasdaq Global Market under the equity standard.
Proposed symbol
MXRXWe have applied to list our common stock on the Nasdaq Global Market under the symbol “MXRX . ” We expect our common stock to begin trading on Nasdaq on or about [______], 2026.

As stated in the filing on Nov 5, 2026.

Key numbers

Net Revenue
$1MFor the six months to Jun 30, 2026 · Condensed Consolidated Statements of Operations
Gross Profit
$296KFor the six months to Jun 30, 2026 · Condensed Consolidated Statements of Operations
Operating Loss
−$7.6MFor the six months to Jun 30, 2026 · Condensed Consolidated Statements of Operations
Net Loss
−$7.7MFor the six months to Jun 30, 2026 · Condensed Consolidated Statements of Operations
Total Assets
$4.9MJun 30, 2026 · Condensed Consolidated Balance Sheets
Total Liabilities
$3.2MJun 30, 2026 · Condensed Consolidated Balance Sheets

Copied from the financial statement tables in the filing, latest period shown. No model wrote these numbers.

Prospectus Summary

  1. Med-X, Inc. develops, markets, and distributes natural, eco-friendly products. 1
  2. The company plans to implement a 1-for-2 reverse stock split before listing on Nasdaq. 2
  3. MED-X, Inc. engaged Bad Twin Capital and Marco Polo Securities as financial advisors for capital raising. 3
  4. The Company filed a Regulation D offering for $9,000,000 at $6.00 per share for accredited investors. 4
  5. Med-X competes with large companies like Bayer and Ecolabs in the insecticide market. 5
  6. Med-X's Nature-Cide products are classified as minimum risk pesticides and exempt from FIFRA registration. 6
From the filing
  1. Med-X, Inc., a Nevada corporation founded in 2014, focuses on developing, marketing, and distributing natural, eco-friendly products.
    Back
  2. Our Board has approved a 1-for-2 reverse stock split of our outstanding common stock.
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  3. On August 29, 2025, the Company engaged with Delbrook Digital Ltd. a foreign broker-dealer based in Canada doing business DBA “Bad Twin Capital” along with its United States partner Marco Polo Securities, Inc., a registered US broker-dealer and member FINRA/SIPC.
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  4. On September 8 th 2025, the Company filed a Regulation D offering for $9,000,000 priced at $6.00 per share for accredited investors only.
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  5. Med-X competes or may compete with large, well-resourced companies like Bayer, Ecolabs, Envincio, and Essentra, which already benefit from strong brand recognition and significant human and financial resources.
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  6. Nature-Cide products are classified as minimum risk pesticides under EPA guidelines, exempting them from registration under the Federal Insecticide, Fungicide, and Rodenticide Act (FIFRA).
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Risk Factors

  1. Med-X, Inc. has a limited operating history, making it difficult to evaluate business prospects. 1
  2. The company may not have adequate capital to fund its business. 2
  3. The company has incurred significant losses and has an accumulated deficit as of June 30, 2026. 3
  4. New excise taxes on cannabis may suppress sales and increase costs for MED-X, Inc. 4
  5. MED-X, Inc. expects to file quarterly sales tax returns with the State of California. 5
  6. MED-X, INC. expects its common stock to be listed on Nasdaq. 6
From the filing
  1. Med-X, Inc. has a limited operating history, which makes it difficult to accurately evaluate our business prospects.
    Back
  2. We may not have adequate capital to fund our business .
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  3. Since inception, the Company has not generated sufficient revenues to cover operating expenses, has incurred losses and had an accumulated deficit of $55,382,896 as of June 30, 2026, $47,720,868 as of December 31, 2025 and had an accumulated deficit of $40,760,495 as of December 31, 2024.
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  4. New excise taxes may be imposed on the sale and production of cannabis by federal and state taxing authorities, suppressing sales. New government tax regulations may require that we as the supplier be responsible to collect those excise taxes, increasing our costs and risks.
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  5. We expect to file quarterly sales tax returns with the State of California.
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  6. We currently expect our common stock to be listed and traded on Nasdaq.
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Use of Proceeds

  1. The registered stockholders may or may not sell shares of common stock covered by this prospectus. 1
  2. The company will not receive any proceeds from sales of common stock by registered stockholders. 2
  3. The section references the principal and registered stockholders. 3
From the filing
  1. The Registered Stockholders may, or may not, elect to sell shares of our common stock covered by this prospectus.
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  2. To the extent any Registered Stockholder chooses to sell shares of our common stock covered by this prospectus, we will not receive any proceeds from any such sales of our common stock.
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  3. See “ Principal and Registered Stockholders. ”
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Capitalization

  1. The company issued 201,333 shares of common stock at $6.00 per share for net proceeds of $924,000. 1
  2. The company issued 130,521 shares of common stock to Maxim Partners LLC valued at $6.00 per share. 2
  3. The company issued 25,000 shares of common stock to Streeterville Capital, LLC valued at $6.00 per share. 3
  4. The company will not receive proceeds from the sale of shares by Registered Stockholders. 4
  5. The company had 13,208,842 post reverse split shares of common stock outstanding as of October 28, 2026. 5
From the filing
  1. the sale by the Company of 201,333 shares of our common stock at a post-split purchase price of $6.00 per share in a Private Placement between July 1, 2026 and October 14, 2026 for net proceeds of $924,000
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  2. the issuance of 130,521 shares of our common stock to Maxim Partners LLC valued at $6.00 per share (post-split) per the terms of their Advisory Agreement
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  3. the issuance of 25,000 shares of our common stock to Streeterville Capital, LLC valued at $6.00 per share (post-split) per the terms under the Securities Purchase Agreement.
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  4. We will not receive any proceeds from the sale of shares of common stock by the Registered Stockholders, and the Direct Listing will not change our capitalization.
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  5. The Company had 13,208,842 post reverse split shares of common stock outstanding as of October 28, 2026,
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Management’s Discussion and Analysis of Financial Condition and Results of Operations

  1. Med-X, Inc. develops and sells green branded products for pest control and wellness. 1
  2. Nature-Cide accounted for 62.8% of Med-X's revenue during the six months ended June 30, 2026. 2
  3. MED-X, INC. had revenue of $508,148 for the three months ended June 30, 2026. 3
  4. The Company's operating expenses decreased by $1,882,769 for the three months ended June 30, 2026. 4
  5. MED-X, Inc. had $5,204,111 in cash from financing activities in 2025. 5
  6. MED-X, Inc. will need more capital in 2026 and 2027 and plans to raise it through common stock sales. 6
From the filing
  1. Med-X, Inc. was incorporated in Nevada in February 2014 is engaged in the business of green scene product development, distribution, and marketing.
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  2. During the six months ended June 30, 2026, Nature-Cide accounted for approximately 62.8% of our revenue, Thermal-Aid accounted for approximately 37.0% of our revenue, Malibu Brands accounted for 2% of our revenue.
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  3. Revenue for the three months ended June 30, 2026 was $508,148 compared to $459,286 for the three months ended June 30, 2025.
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  4. Operating expenses for the three months ended June 30, 2026 were $1,406,748 as compared to $3,289,517 for the three months ended June 30, 2025. The decrease of $1,882,769 in operating expenses is attributable to a significant decrease in share-based compensation costs of $1,923,000 associated with consulting services expense settled in the issuance of shares of common stock.
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  5. Cash provided by financing activities during the year ended December 31, 2025, was $5,204,111.
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  6. We will have additional capital requirements during the remainder of 2026 and 2027. We do not expect to be able to satisfy our cash requirements through sales of the Nature-Cide and Thermal-Aid product lines as well as digital media advertising, and therefore we will attempt to raise additional capital through the sale of our common stock.
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Business

  1. Med-X, Inc. is a Nevada corporation formed in 2014 that develops, distributes, and markets natural products. 1
  2. Nature-Cide is a minimum risk pesticide exempt from federal EPA registration but subject to state regulations. 2
  3. MED-X, Inc. sells Nature-Cide products through distributors like TSP, VES, and ENX. 3
  4. MED-X, Inc. has a license to commercialize the Nature-Cide brand and line of products. 4
  5. MED-X, Inc. sells Nature-Cide insecticides and Thermal-Aid heating/cooling products. 5
  6. MED-X, Inc. has licensing agreements for Thermal-Aid trademarks and patents. 6
From the filing
  1. We are a Nevada corporation formed in February 2014 engaged in the business of product development, distribution, and marketing of our products, which currently consist of Nature-Cide®, Thermal-Aid®, and Malibu Brands.
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  2. Nature-Cide® is classified as a MINIMUM RISK PESTICIDE under Section 25(b) of the Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”).
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  3. Nature-Cide products are currently offered nationally to commercial pest control, janitorial, hospitality, transportation, turf care and agricultural professionals nationally through various commercial distributors such as TSP, VES, ENX, PCS and FOR
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  4. Pacific Shore has an exclusive royalty-free worldwide master license from Matthew Mills, one of the founders of the Company and Pacific Shore, to commercialize the Nature-Cide brand and line of products.
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  5. In 2014, as required for sale, we began registering our Nature-Cide products with multiple state Environmental Protection Agency (“EPA”) offices around the country.
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  6. Our chairman and founder, Mr. Mills, has licensed two trademarks to the Company on a royalty free basis that he recently acquired for “Thermal-Aid” and “Nature’s Therapeutic Source.”
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Management

  1. Matthew A. Mills is the Chairman of the Board and Chief Executive Officer of Med-X. 1
  2. Ronald J. Tchorzewski is the Chief Financial Officer of Med-X. 2
  3. Jennifer J. Mills is the President and Corporate Secretary of Med-X. 3
  4. Med-X, Inc. had a temporary suspension of its Regulation A+ offering due to late filing and selling shares during delinquency. 4
  5. The SEC did not appeal the decision to vacate the temporary order and made Judge Patil's decision final in August 2017. 5
  6. The company's CEO and Chairman roles are currently held by one individual, but may be separated in the future. 6
From the filing
  1. Matthew A. Mills has been our Chairman of the Board, President and Chief Operating Officer since our inception in February 2014 through October 2021. In October 2021, he resigned as President and Chief Operating Officer and became our Chief Executive Officer.
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  2. Ronald J. Tchorzewski has been one of our Director and our Chief Financial Officer since our inception in February 2014.
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  3. Jennifer J. Mills has been one of our Directors and our Executive Vice President and Corporate Secretary since our inception in February 2014 and a director and Corporate Secretary of Pacific Shore since January 2011. In October 2021, she was appointed President of the Company.
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  4. Despite filing the report, the SEC decided not to lift the temporary suspension and instead pursued an administrative proceeding to make the suspension of our Regulation A+ offering permanent due to (i) the late filing and (ii) the fact that shares were sold pursuant to the qualified offering during the period when the filing was delinquent.
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  5. The SEC declined to appeal the decision and thereafter issued an order, dated August 24, 2017, declaring Judge Patil’s Decision final and effective.
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  6. The CEO and Chairman roles are held by Mathew Mills. In the future the roles may be separated and be held by two individuals.
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Not found in this filing: Dilution, Executive compensation, Principal stockholders, Financial statements.

Each point was written from that section’s text and kept only when the quoted sentence carries it. AI can make mistakes. Check the filing. Not investment advice.

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Data on this page was fetched . The filing on SEC.gov is the record.