Registration No. 333-[_______]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

8236 Remmet Avenue

Canoga Park, California 91304

(818) 349-2870

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Matthew Mills

Chief Executive Officer

Med-X, Inc.

8236 Remmet Avenue

Canoga Park, California 91304

(818) 349-2870

(Names, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

We are an “emerging growth company” under the federal securities laws and may elect to comply with certain reduced public company reporting requirements for future filings.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED [_______], 2026 

PRELIMINARY PROSPECTUS

MED-X, INC.

13,052,103 Shares of Common Stock

This prospectus relates to the registration of the resale of up to 13,052,103 post-split shares of our common stock (our “common stock”) by our stockholders identified in this prospectus (the “Registered Stockholders”), in connection with our direct listing (the “Direct Listing”) on the Nasdaq Global Market (“Nasdaq”). Unlike an initial public offering, the resale by the Registered Stockholders is not being underwritten on a firm-commitment basis by any investment bank. The Registered Stockholders may, or may not, elect to sell their shares of common stock covered by this prospectus, as and to the extent they may determine. The Registered Stockholders may offer, sell or distribute all or a portion of the shares of common stock hereby registered, in the public market or through private transactions at prevailing market prices or at negotiated prices. If the Registered Stockholders choose to sell their shares of common stock, we will not receive any proceeds from the sale of shares of common stock by the Registered Stockholders. Following the effectiveness of this registration statement, existing stockholders may be able to sell their shares in the open market.

We have engaged Maxim Group LLC (“Maxim”), as our financial advisor or Advisor, to advise and assist us with respect to certain matters relating to the Direct Listing.

No public market for our common stock currently exists, and our shares of common stock have a limited history of trading in private transactions. From inception on February 14, 2014, through September 18, 2026, we raised an aggregate of approximately $38,081,204 in net proceeds from the sales of our stock at an average post-split price of $2.92 per share.

The Company has applied to list its common stock on the Nasdaq Global Market under the equity standard. To qualify for listing under this standard, the Company must meet certain requirements, including minimum stockholders’ equity, public float, and shareholder thresholds. The Company expects to satisfy these requirements at the time of listing; however, there can be no assurance that its application will be approved.

Recent purchase prices of our common stock in private transactions may have little or no relation to the opening public price of our shares of common stock on Nasdaq or the subsequent trading price of our shares of common stock on Nasdaq. Further, the listing of our common stock on Nasdaq, without a firm-commitment underwritten offering, is a novel method for commencing public trading in shares of our common stock and, consequently, the trading volume and price of shares of our common stock may be more volatile than if shares of our common stock were initially listed in connection with an initial public offering underwritten on a firm-commitment basis.

On the day that our shares of common stock are initially listed on Nasdaq, Nasdaq will begin accepting, but not executing, pre-opening buy and sell orders and will begin to continuously generate the indicative Current Reference Price (as defined below) on the basis of such accepted orders. The Current Reference Price is calculated each second and, during a 10-minute “Display Only” period, is disseminated, along with other indicative imbalance information, to market participants by Nasdaq on its NOII and BookViewer tools. Following the “Display Only” period, a “Pre-Launch” period begins, during which our Advisor, in its capacity as our financial advisor, must notify Nasdaq that our shares are “ready to trade.” Once the Advisor has notified Nasdaq that our shares of common stock are ready to trade, Nasdaq will confirm the Current Reference Price for our shares of common stock, in accordance with Nasdaq rules. If the Advisor then approves proceeding at the Current Reference Price, the applicable orders that have been entered will be executed at such price and regular trading of our shares of common stock on Nasdaq will commence, subject to Nasdaq conducting validation checks in accordance with Nasdaq rules. Under Nasdaq rules, the “Current Reference Price” means: (i) the single price at which the maximum number of orders to buy or sell can be matched; (ii) if there is more than one price at which the maximum number of orders to buy or sell can be matched, then it is the price that minimizes the imbalance between orders to buy or sell (i.e. minimizes the number of shares that would remain unmatched at such price); (iii) if more than one price exists under (ii), then it is the entered price (i.e. the specified price entered in an order by a customer to buy or sell) at which our shares of common stock will remain unmatched (i.e. will not be bought or sold); and (iv) if more than one price exists under (iii), a price determined by Nasdaq in consultation with the Advisor in its capacity as our financial advisor. In the event that more than one price exists under (iii), the Advisor will exercise any consultation rights only to the extent that it can do so consistently with the anti-manipulation provisions of the federal securities laws, including Regulation M, or applicable relief granted thereunder; in connection therewith. The Advisor will determine when our shares of common stock are ready to trade and approve proceeding at the Current Reference Price primarily based on considerations of volume, timing and price. In particular, the Advisor will determine, based primarily on pre-opening buy and sell orders, when a reasonable amount of volume will cross on the opening trade such that sufficient price discovery has been made to open trading at the Current Reference Price. Neither we nor the Registered Stockholders (except the Advisor, who is also a Registered Stockholder) will be involved in Nasdaq’s price-setting mechanism, including any decision to delay or proceed with trading, nor will we or any other Registered Stockholder (except the Advisor, who is also a Registered Stockholder) control or influence the Advisor in carrying out its role as a financial advisor. The Advisor will determine when our shares of common stock are ready to trade and approve proceeding at the Current Reference Price primarily based on considerations of volume, timing and price. In particular, the Advisor will determine, based primarily on pre-opening buy and sell orders, when a reasonable amount of volume will cross on the opening trade such that sufficient price discovery has been made to open trading at the Current Reference Price. For more information, see “Plan of Distribution” beginning on page 91 of this prospectus.

We 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.

If our Nasdaq application is not approved or we otherwise determine that we will not be able to secure the listing of our common stock on Nasdaq, we will not complete this Direct Listing. This listing is a condition to the offering. No assurance can be given that our Nasdaq application will be approved and that our common stock will ever be listed on Nasdaq. If our listing application is not approved by Nasdaq, we will not be able to consummate the offering and we will terminate this Direct Listing.

On June 1, 2026, the board of directors of the Company (the “Board”) approved a 1-for-2 reverse stock split of our outstanding common stock effective immediately following the effective time of the registration statement of which this prospectus forms a part but prior to the listing of our common stock on Nasdaq.

Unless otherwise noted, the share and per share information in this prospectus reflect, other than in our historical financial statements and the notes thereto, a proposed reverse stock split of our outstanding common stock as of the date of this prospectus at an assumed 1-for-2 ratio to occur immediately following the time when the registration statement of which this prospectus forms a part is declared effective by the Securities and Exchange Commission (the “SEC”) but prior to the listing of our common stock on Nasdaq.

Investing in our common stock involves a high degree of risk. See the section of this prospectus entitled “Risk Factors” beginning on page 21 for a discussion of information that should be considered in connection with an investment in our common stock.

Neither the United States Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus dated ___, 2026.

Table of Contents

You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission (the “SEC”). Neither we nor any of the Registered Stockholders have authorized anyone to provide any information different from, or in addition to, the information contained in this prospectus and in any free writing prospectuses we have prepared. Neither we nor any of the Registered Stockholders take responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. The Registered Stockholders are offering to sell, and seeking offers to buy, shares of their common stock only under the circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since such date.

For investors outside the United States: Neither we nor any of the Registered Stockholders have done anything that would permit the use of or possession or distribution of this prospectus or any related free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock by the Registered Stockholders and the distribution of this prospectus outside the United States.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

We use various trademarks, trade names and service marks in our business, including Nature-Cide®, Thermal-Aid®, and Malibu Brands, each targeting unique market needs. Additionally, Med-X operates The MJT Network®, among others. For convenience, we may not include the SM, ^® or ^™ symbols, but such omission is not meant to indicate that we would not protect our intellectual property rights to the fullest extent allowed by law. Any other trademarks, trade names or service marks referred to in this prospectus are the property of their respective owners.

INDUSTRY AND MARKET DATA

This prospectus includes industry data and forecasts that we obtained from industry publications and surveys, as well as public filings and internal company sources. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of the included information. Statements as to our ranking, market position and market estimates are based on management’s estimates and assumptions about our markets and our internal research. We have not independently verified such third-party information, nor have we ascertained the underlying economic assumptions relied upon in those sources, and we cannot assure you of the accuracy or completeness of such information contained in this prospectus. Such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

ABOUT THIS PROSPECTUS

This prospectus is a part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration or continuous offering process. Under this process, the Registered Stockholders may, from time to time, sell the common stock covered by this prospectus in the manner described in the section titled “Plan of Distribution.” Additionally, we may provide a prospectus supplement to add information to, or update or change information contained in, this prospectus, including the section titled “Plan of Distribution”. You may obtain this information without charge by following the instructions under the “Where You Can Find Additional Information” section of this prospectus. You should read this prospectus and any prospectus supplement before deciding to invest in our common stock.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed or will be filed as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described under “Where You Can Find Additional Information.”

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in our securities. You should carefully read the entire prospectus, including the risks associated with an investment in our company discussed in the “Risk Factors” section of this prospectus, before making an investment decision. Some of the statements in this prospectus are forward-looking statements. See the section titled “Cautionary Statement Regarding Forward-Looking Statements.”

Med-X, Inc., a Nevada corporation founded in 2014, focuses on developing, marketing, and distributing natural, eco-friendly products. The company is dedicated to providing innovative solutions in pest control and consumer wellness products, addressing the growing demand for sustainable alternatives across industries. Our product lines include Nature-Cide®, Thermal-Aid®, and Malibu Brands, each targeting unique market needs. Additionally, Med-X operates The MJT Network®, an online media platform providing cannabis-related content and advertising opportunities. Our business model leverages strategic partnerships, e-commerce platforms, and direct sales to generate revenue. By combining innovative product development with an emphasis on environmentally conscious practices, Med-X is positioned to capitalize on expanding market opportunities in the natural products sector.

Reverse Stock Split

Our Board has approved a 1-for-2 reverse stock split of our outstanding common stock. The Company will implement the reverse stock split immediately following the effective time of the registration statement of which this prospectus forms a part but prior to the listing of our common stock on Nasdaq. We intend for our Board to effect such reverse stock split in connection with the consummation of our intended listing of our common stock  on Nasdaq, however we cannot guarantee that such reverse stock split will be necessary or will occur in connection with the listing of our common stock on Nasdaq, or that Nasdaq will approve our initial listing application for our common stock upon such reverse stock split.

Each occurrence of financial information outside of the financial statements applies on a post-split basis. The reverse stock split will not impact the number of authorized shares of common stock which will remain at 300,000,000 shares. Unless otherwise noted, the share and per share information in this prospectus reflects, other than in our financial statements and the notes thereto, a proposed reverse stock split of the outstanding common stock and treasury stock of the Company at a 1-for-2 ratio to occur immediately following the effective time of the registration statement of which this prospectus forms a part but prior to our listing on Nasdaq.

OUR COMPANY

Overview

Med-X, Inc., a Nevada corporation founded in 2014, focuses on developing, marketing, and distributing natural, eco-friendly products. The company is dedicated to providing innovative solutions in pest control and consumer wellness products, addressing the growing demand for sustainable alternatives across industries. Our product lines include Nature-Cide®, Thermal-Aid®, and Malibu Brands, each targeting unique market needs. Additionally, Med-X operates The MJT Network®, an online media platform providing cannabis-related content and advertising opportunities. Our business model leverages strategic partnerships, e-commerce platforms, and direct sales to generate revenue. By combining innovative product development with an emphasis on environmentally conscious practices, Med-X is positioned to capitalize on expanding market opportunities in the natural products sector.

Acquisition of Pacific Shore.

In 2018, Med-X completed its acquisition of Pacific Shore Holdings, Inc., a California-based company. This acquisition integrated Pacific Shore’s existing product portfolio, distribution networks, and intellectual property into Med-X’s operations, significantly enhancing the company’s capacity to innovate and scale its product lines.

As part of the merger, Pacific Shore became a wholly owned subsidiary of Med-X. To protect shareholder value, Matthew Mills, Med-X’s Chairman and CEO, tendered a substantial number of shares, ensuring minimal dilution for existing shareholders. Pacific Shore’s contribution includes a strong distribution network for its Nature-Cide products, an established presence in the pest control and wellness markets, and a pipeline of innovations aligned with Med-X’s vision. The acquisition has been instrumental in expanding Med-X’s reach and operational capabilities, particularly in leveraging Pacific Shore’s pest control expertise and regulatory compliance frameworks.

Nature-Cide.

Nature-Cide is Med-X’s flagship product line of minimum risk pest control solutions. These products, developed in collaboration with Pacific Shore, are designed as botanical alternatives to traditional pesticides. Comprising essential oils like cedar, cinnamon, clove and cotton seed, Nature-Cide products are safe for humans and pets, making them ideal for residential, commercial, and agricultural use.

Nature-Cide’s product range includes:

Nature-Cide products are classified as minimum risk pesticides under the Federal Insecticide, Fungicide, and Rodenticide Act (FIFRA), exempting them from federal registration. The products are registered in multiple states and distributed nationally through partnerships with pest control distributors such as but not limited to Target Specialty Products (TSP), BWI Companies, Inc., Ensystex (ETX) Forshaw (For), Preserve (Pre), Site One (SO) and Veseris (VES). Additionally, Nature-Cide has a growing presence in United States and international markets, including the Caribbean and parts of Asia and has registered and been shipping Nature-Cide into various countries such as Thailand, Singapore, Vietnam, Mexico and New Zealand. The product’s appeal is bolstered by increasing regulatory restrictions on toxic pesticides, driving demand for safer, natural alternatives. Med-X continues to invest in research and development to expand Nature-Cide’s applications and market reach. The Company is working with Multiple of its distributors to register products with South America, Australia and various other countries.

Thermal-Aid

Thermal-Aid is a line of heating and cooling products intended for general comfort and wellness use for humans and animals The product range includes:

Thermal-Aid products are made from all-natural materials, including a proprietary corn-based filler that retains temperature for extended periods while preventing mold formation. The Thermal-Aid line is distributed through e-commerce platforms like Amazon and Iherb, retail chains pharmacies such as Kroger, and independent pharmacy’s as well as healthcare-focused distributors.

Malibu Brands

The Company markets products under its Malibu Brands division, which currently includes its Pacific Pain Relief Cream, a topical product formulated with naturally derived ingredients. The product is offered primarily through the Company’s e-commerce platform. The Malibu Brands product line currently consists of this product, and the Company may develop additional formulations in the future.

Pacific Pain Relief Cream is formulated using a combination of topical ingredients commonly used in over-the-counter wellness and personal care products. The Company focuses on consumer-oriented formulations intended for consumer product use. The product is sold directly to consumers through the Company’s online storefront, and the Company may in the future explore additional distribution channels, including retail, wholesale, and third-party marketplaces.

The Company is also engaged in the research and development of additional topical wellness formulations that may expand the Malibu Brands product portfolio. These potential products remain in development, and there can be no assurance as to the timing of commercialization, regulatory classification, or market acceptance of any future products.

Although the Company has explored product formulations that may include hemp-derived ingredients that are permissible under applicable law, the Company does not currently cultivate, distribute, manufacture, or sell cannabis or hemp products. The Company does not operate in the cannabis industry and does not directly participate in the cultivation, processing, distribution, or sale of cannabis or marijuana products.

Statements regarding product performance, effectiveness, or potential applications are based on preliminary testing, internal evaluations, or third-party observations. Such statements have not been independently verified and there can be no assurance that similar results will be achieved in commercial use. The Company does not make claims regarding the effectiveness of these products for any specific medical or therapeutic purpose.

The MJT Network

The MJT Network® is Med-X, Inc.’s online media platform hosted on www.marijuanatimes.org, which has been publishing cannabis and hemp industry news since July 2015. The platform generates revenue from advertisers and traffic optimization strategies and provides content covering a broad range of topics, including news, current events, business, financial, legislative, legal, cultural, medical, scientific, and technological aspects of the cannabis and hemp industries, both nationally and internationally. Content is contributed by consultants, freelance and staff writers, Company personnel, and public news sources. The MJT Network is accessible through web, smartphone, and tablet applications, with its original content distributed via digital platforms such as iOS applications, Vimeo, YouTube, Apple Podcasts, and Apple News.

As of the beginning of 2026, the Company is evaluating the potential integration of e-commerce capabilities into the MJT Network platform, which could enable the sale of branded industry products from third-party suppliers and the Company’s own product lines, subject to compliance with applicable federal and state laws. The Company has not commenced development of such e-commerce functionality, and no definitive timeline has been established for its potential implementation.

Distributors

Med-X generates most of its revenue through large distributors, with its Nature-Cide products distributed by several pest control distributors, including VESERIS, SITE-ONE, TARGET SPEICIALTY PRODUCTS, ENSYSTEX, BWI Companies, Inc., PRESERVE and FORSHAW. These products are also available through major marketplaces such as Amazon, Kroger, and Walmart, and they are increasingly supplied to TARGET SPEICIALTY PRODUCTS 's parent company, Rentokil Initial International, as well as through ENSYSTEX in countries like Singapore, New Zealand and Vietnam.

For the year ending December 31, 2025, Med-X derived 31% of its revenue from two customers, 19% from Veseris and 12% from Target Specialty Products. In 2024, 

For the year ending December 31, 2025, Med-X derived 31% of its revenue from two customers, 19% from Veseris and 12% from Target Specialty Products. In 2024, 29% of revenue came from two customer, 16% from Target Specialty Products and 13% from Veseris. Med-X’s relationships with distributors are demand-driven, operating as a supplier within their distribution systems without written agreements. The lack of formal contracts introduces uncertainty, as any significant reduction in purchases by major customers could materially impact the company’s financial performance. This revenue concentration is expected to persist for the foreseeable future, and the company acknowledges the potential risks associated with this dependency

Vendors

Med-X relies on single supplier relationships for raw materials and filling capacity due to the unique formulation and components of its product lines. This reliance poses a business risk, as operational issues or supply disruptions from these vendors could adversely affect the company’s operations.

In 2025, two vendors accounted for an aggregate of 80 % of total purchases:

In 2024, two vendors similarly accounted for an aggregate of   76% of total purchases:

While Med-X recognizes the risks associated with this vendor concentration, the company believes that alternative suppliers are available to provide comparable inventory if significant vendors become unable or unwilling to deliver on time.

In the future, Med-X may plan to explore the possibility of expanding its manufacturing operational footprint within its 30,000 square foot facility to increase efficiencies by adding automated filling, labeling and in-house formulating at scale to bring down the cost of goods as well as ease the potentials risks associated with vendor concentration.

Our chairman and founder, Mr. Mills, has licensed two trademarks to the Company on a royalty free basis that he acquired for “Thermal-Aid” and “Nature’s Therapeutic Source.” The two patents related to Thermal-Aid are expired since 2023. The first is a patent for a thermal device for applying thermal energy to the body of a person, animal, or other surface utilizing segmented organic filler. The second is for a thermal device and ornamental design for applying thermal energy to the body of a person, animal, or other surface utilizing segmented organic filler that may have the general appearance of a child’s toy or other configuration. Our chairman and founder Matthew Mills, has granted us an exclusive worldwide royalty-free license to utilize and sublicense these trademarks to market, distribute, and sell Thermal-Aid, for which he was issued 4,605,337 shares of PSH-CA’s common stock which he subsequently exchanged for shares of our common stock (the “License Agreement”). Mr. Mills has not received any payments to date under this License Agreement. There are no milestones and no royalty rate associated with the License Agreement. The License Agreement was entered into as of January 15, 2010 (the “Effective Date”) and the initial term of the License Agreement was for a period of one year from the Effective Date. Thereafter, the License Agreement automatically renews each year for an additional year unless terminated in writing by either party to the License Agreement at least 30 days prior to the termination of the then current term. The license has been renewed every year since 2010. During the term, the license is exclusive to the Company. There have been no payments made to date and there are no milestones payments in the License Agreement.

On June 22, 2012, we entered into an exclusive license agreement with Dr. Hyson, d.b.a. Hyson Medical Products, pursuant to which we were granted an exclusive license to utilize three patents currently owned by Dr. Hyson: (1) Device and Method for Treatment of Headache - 5,700,238 (December 23, 1997), (2) Medicated Wrap - 6,313,370 (November 6, 2001), and (3) Medicated Wrap - 7,186,260 (March 6, 2007). We are using the technology and case study covered by these patents to market additional private label consumer products under our brand to address headache pain relief, both migraine and tension. The patents licensed to us from Dr. Hyson have since expired. The expired patents are not currently material to the Company’s ongoing operations or competitive position. Dr. Hyson already sells his own line of headache pain relief and medicated wrap products for consumers. We have a license to utilize these patents for any branded products developed by us during the term of the license agreement. For such branded products, Dr. Hyson receives a license fee equal to 5% of net sales made by us of those products. There are no milestone payments associated with this license agreement. We will own the intellectual property to all of our branded products developed under this license agreement. The initial term of the license agreement is five (5) years with options exercisable for one-year extensions, subject to termination after two (2) years if by then we have not brought a branded product to market. We commercialized this technology within two (2) years by the launch of our Thermal-Aid Headache Relief System.

Recent Developments

Med-X has undertaken several strategic initiatives to strengthen its market position and operational capabilities:

International Expansion of Nature-Cide: In 2023, Med-X entered into a distribution agreement with Ensystex to expand Nature-Cide’s reach into 29 international territories, including Australia, Southeast Asia, and parts of Africa. Ensystex is responsible for obtaining regulatory approvals, facilitating entry into these markets.

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. For purposes of this engagement Bad Twin Capital and Marco Polo (together, the “Bad Twin Capital Team”) shall act as financial advisors to the Company helping the Company with its capital raising needs in an effort to meet the net tangible asset guidelines that are required for the direct listing process. As part of the engagement agreement, the Company has agreed to a $20,000 due diligence and set up fee, as well as a 4% commission for all securities sold as part of the Bad Twin / Marco Polo Securities security sales efforts. On September 8, 2025, the Company filed a 1-U officially announcing the new relationship. As of 12-15-25 Bad twin Capital has not raised any capital during this engagement.

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. The offering of 1,500,000 shares at $6.00 per share provides for the potential sale of an additional 225,000 shares at $6.00 per share under the “Green Shoe” for an additional $1,350,000. The minimum subscription amount is $90,000.00. This Regulation D offering was initially published to support Bad Twin Capital’s efforts to raise additional capital from accredited investors only, in an attempt to raise enough capital to bolster shareholder equity to qualify the Company for a national exchange public listing. The Company began utilizing the offering recently to continue to bolster growth and has raised $1,836,870 in aggregate since December 15, 2025. Share numbers and per share prices in this paragraph are presented on a post-split basis.

Advisory Agreement with Maxim Group: In July 2024, Med-X entered into an agreement with Maxim Group for investment banking and financial advisory services. The agreement aligns with Med-X’s strategic focus on scaling its operations and pursuing growth opportunities.

In June 2025, the Company, together with its distribution partner Preserve, conducted its first international mosquito field trials of the Nature-Cide Pest Management X2 Plus formulation in Morales, Mexico. These trials were carried out under the oversight of Mexican vector control authorities, which require three replicate trials with target performance benchmarks, including mortality thresholds used in certain regulatory evaluations in order to consider a product successful. While only two official trials were completed due to inclement weather, the results provided critical insights into the complexities of field application, including droplet size, flow rate, wind speed, humidity, and elevation. In one trial, the Company observed mortality rates approaching applicable regulatory benchmarks; however, results varied based on environmental conditions after 24 hours—just shy of the 90% threshold—management believes that, with further development, the product may have the potential to meet applicable regulatory standards; however, no assurance can be given

Following the Mexico trials, the Company engaged Bonds Consulting Group on July 28, 2025, which is led by Dr. Jane Bonds, a globally recognized vector control scientist with published contributions to several World Health Organization (“WHO”) guidelines. Through Dr. Bonds, the Company gained access to Bay County Mosquito Control facilities in Florida, where additional trials were conducted to further evaluate product performance under varying conditions across three mosquito species. While conditions such as minimal wind and variable weather limited certain outcomes, the trials provided valuable data on formulation, application methodology, and dilution strategies. These studies confirmed that further laboratory refinement—particularly with respect to mode of action—is warranted.

Dr. Bonds has recommended additional controlled environmental studies, including wind tunnel evaluations in Texas, to generate additional data for research and development purposes aligned with established application standards used for conventional pesticides. Importantly, preliminary observations indicate potential pathways for both barrier treatment and spatial repellent applications, an area where The World Health Organization has established evaluation frameworks for certain vector control products the first non-chemical products for vector control. Since the first study Dr. Bonds has continued to consult with the Company in hopes of gaining enough data to align with applicable international evaluation standards of the World Health Organization requirements for Public Health applications for Vector Control globally.

The Company is also gaining traction within U.S. mosquito control districts. A second Florida county Collier County has begun to conduct ongoing independent evaluations. This has been driven in part by heightened public scrutiny of toxic chemical mosquito control programs. Management believes this growing interest signals a shift within the public health sector toward safer, sustainable alternatives—an area where the Company is positioning Nature-Cide as a potential participant in this emerging segment to position into the Public Health arena. In December 2025 Collier County has indicated that they would like to include Nature-Cide Pest Management X2 Plus into their 2026 budget. The team at Nature-Cide and its distribution customer Veseris are working together to bid and hope to secure positioning with Collier County in 2026 and beyond.

The Company continues to engage with independent researchers and public mosquito control districts to support the ongoing evaluation of its Nature-Cide® product line. Recent efforts have included collaboration with Dr. Jane Bonds, a vector control researcher supporting aspects of the Company’s World Health Organization (WHO) prequalification-related work, Dr. Kiera Lucas of the Collier County Mosquito Control District, and Dr. Rui-De Xue of the Anastasia Mosquito Control District. These collaborations have involved laboratory, semi-field, and field-based evaluations designed to further understand product performance across various environments and application methods. The Company anticipates that additional studies may be conducted with other independent researchers, public agencies, and laboratories as part of its ongoing research and development initiatives.

The Company has recently initiated a commercial relationship with BWI Companies, Inc. (“BWI”), a distributor of turf, ornamental and pest control products. BWI serves as a supplier to various mosquito control service providers, including The Mosquito Authority, a national franchise-based mosquito control company. The Company has been informed that Nature-Cide® products have been made available for purchase through BWI for use by Mosquito Authority franchise operators. Initial sales of Nature-Cide® products through this channel have commenced. The Company expects to continue to evaluate opportunities to expand distribution through BWI and other commercial partners; however, there can be no assurance as to the extent or timing of future sales through these channels. 

On May 29, 2025, the Company was Qualified by the U.S Securities and Exchange Commission for a $10,000,000 Regulation A+ Offering for 1,250,000 shares of common stock at $8.00 per share with a minimum investment of $600. The Offering is for sophisticated investors only. The Company initially filed with the U.S Securities and Exchange Commission for this offering on October 3, 2024. The Company has partnered with DealMaker Securities for this offering and is hosted on a DealMaker portal at https://invest.medx-rx.com. The Company has raised $2,742,780 in its Regulation A+ Offering as of May 31^st. As of May 31, 2026, the Regulation A has been withdrawn and is no longer active. Share numbers and per share prices in this paragraph are presented on a post-split basis.

On February 11, 2025, the Company commenced a Regulation D offering for $2,000,000 priced at $4.00 per share for accredited investors only. The offering of 500,000 shares at $4.00 per share plus provided for the potential sale of an additional 75,000 shares at $4.00 per share under the “Green shoe” for an additional $300,000. The minimum subscription amount was $10,000.00. This Regulation D Offering was to raise additional capital from accredited investors only, prior to the Company’s launch of an anticipated qualification of its Regulation A+ Offering. Between January 1, 2025, and April 11, 2025, the Company sold 468,625 shares of common stock at $4.00 per share in its private placement. The Company received net proceeds of $1,499,600. This Regulation D offering has been closed as of April 11, 2025. Share numbers and per share prices in this paragraph are presented on a post-split basis.

Between January 1, 2025, and April 4, 2025, the Company sold post-split 142,674 shares of common stock under its Regulation CF Offering, with net proceeds of $740,452. On April 15, 2025, the Company filed a Form C-U indicating that the Company had terminated its Regulation CF Offering as of April 4, 2025.

On July 26, 2024, the Company entered into an Advisory Agreement with Maxim Group (the “Maxim Advisory Agreement”) to provide general financial advisory and investment banking services to the Company. In connection with the Maxim Advisory Agreement, as consideration for Maxim’s services, The Company will issue to Maxim one and one half percent (1.5%) of the total outstanding shares of Company common stock (the “Stock Fee”), in which one-half percent (.5%) ( 44,257 post-split shares) of the Company’s outstanding Common Stock was issued upon the execution of the Maxim Advisory Agreement; one-half percent (.5%) of the Company’s outstanding Common Stock upon the Company’s filing of an S-1 and any additional documents necessary for the Company’s listing on a national exchange; and one-half percent (.5%) of the Company’s outstanding Common Stock upon the Company’s Common Stock upon the Company’s listing to a national exchange. If the Company does not become listed on a national, one-half percent (.5%) of the Company’s Common Stock will be returned to the Company (and one-half percent (.5%) will be retained by Maxim).

On March 6, 2024, the Company entered into an agreement with Dealmaker to act as the Lead selling Agent for the Company’s Regulation A offering (the “DealMaker Agreement”). In connection with the DealMaker Agreement, the Company has agreed to pay DealMaker an advance of $32,500 (which shall be an advance against accountable expenses and will be refunded to the extent not actually incurred); a $10,000 monthly account management fee; and 6.5% cash fees from all proceeds.

The Company is including this disclosure solely to describe the existence of its separate Regulation A offering and related arrangements. The Regulation A offering is separate from, and unrelated to, this direct listing and no securities are being offered or sold pursuant to the Regulation A offering in connection with this direct listing.

In January 2025, Med-X engaged with a South American company named “Anasac”. Anasac works within a broad area of agriculture within Chile, Argentina and Peru and provides sustainable and innovative solutions that promote the development of wellbeing for over 70 years. They would like to adapt Nature-Cide as its go to for all OMRI certified pest control solutions.

Management has realized that Strategic Partnership with Preserve in Mexico could have far better benefits in helping to scale and speed up registration into the Spanish Speaking world. The Company is working with Preserve management to help position Preserve and its management to work side by side with Med-X management on all Spanish speaking relationships in multiple countries where Med-X already has relations as well as bringing new relationships in to play.

In May of 2025 a Strategic relationship with Nature-Cide Certified Partner Daddy Rabbit Aviation to help open doors into aviation pest control, vector control and emergency response government contracts in the Southeastern United States Recently, several small counties in Georgia sent letters of gratification regarding the positive results of recent arial mosquito applications of the Nature-Cide

In October of 2025 a Strategic Partnership with Frontier Precision the leading authority and dealer of public health and agriculture drone technology. This partnership allows for the expansion into Nature-Cide’s distribution network which could expand drone use into the commercial pest control industry, making Nature-Cide one of the first pest control brands to offer drone technology to private commercial pest control and agricultural operators nationwide.

Additionally, on April 15, 2024, the Board of Med-X, Inc. approved a 1-for-16 reverse stock split of its outstanding common stock, effective April 16, 2024. This decision was made to establish a valuation that the Company believed would be attractive to potential investors in connection with a proposed Regulation Crowdfunding (Reg CF) offering. The reverse stock split did not change the number of authorized shares, which remains at 300,000,000. Med-X retained DealMaker Securities LLC as the intermediary for the Reg CF offering. DealMaker and its affiliates received fees totaling 8.5% of the securities sold, which included payment processing fees, a one-time activation fee of $32,500 (covering onboarding, due diligence, and asset creation costs), and a monthly subscription fee of $2,000 after the offering's effective date. Additionally, Med-X will pay $10,000 per month for Reach marketing services provided by DealMaker, regardless of how many shares are sold in the offering.

Patents and Trademarks

Below is a list of the Company’s patents and trademarks as of September 15, 2026:

Med-X Patent and Trademark Summary

All of the trademarks listed above are owned by the Company.

Below is a list of Pacific Shore Holdings’ patents and trademarks as of  September 15, 2026:

Pacific Shore Holdings Patent and Trademark Summary

*These patents have been licensed to the Company by our Chief Executive Officer, Matthew Mills.

The market for insecticides and related products for both business and consumer customers is highly competitive, with low barriers to entry. Existing and new competitors can easily launch products, intensifying competition. 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. The company also faces competition for readers and advertisers on its online news platform, The MJT Network®. Nature-Cide encounters intense competition from both chemical-based and all-natural pesticides, many of which have been established in the market for years, particularly in agricultural sectors like cannabis cultivation. While management believes that Med-X can compete effectively, there is no guarantee that competition will not impact the company's ability to maintain and grow its planned business operations.

Government Regulation

Med-X is subject to various federal, state, and local regulations that increase costs and potentially impact business operations. These include employment laws covering wages, safety, and working conditions; environmental laws applicable to farming; advertising regulations enforced by the Federal Trade Commission (FTC); and safety and labeling rules governed by the Food and Drug Administration (FDA).

Federal Regulations

The United States regulates cannabis primarily through the Controlled Substances Act (CSA). Marijuana, classified as a Schedule I controlled substance, is deemed to have high potential for abuse and no accepted medical use. Cannabis with THC concentrations above 0.3% is classified as marijuana, while cannabis with THC levels below 0.3% is defined as hemp. This classification conflicts with the medical and recreational use of marijuana legalized in at least 40 states and the District of Columbia, creating regulatory ambiguity. Despite these conflicts, 24 states and the District of Columbia have legalized adult-use cannabis. However, state laws remain vulnerable to legal challenges and federal enforcement under the CSA, which prohibits the possession, use, cultivation, and transfer of marijuana.

Evolving Federal Policy

In 2013, the Cole Memorandum issued by the Department of Justice (DOJ) outlined enforcement priorities for marijuana-related activities in states where it was legalized. These priorities included preventing underage sales, diversion to illegal markets, and public health issues like drugged driving. However, the Cole Memorandum was rescinded in 2018 by the Sessions Memorandum, which provided no specific marijuana enforcement guidance, leaving federal prosecutors to use their discretion.

Cannabis remains a Schedule I controlled substance under U.S. federal law. Although certain states have legalized cannabis for medical or recreational use, federal law enforcement authorities retain the discretion to enforce federal cannabis laws, and there can be no assurance as to how such laws will be enforced in the future. .Additionally, the Company does not currently participate directly in any cannabis cultivation, distribution, or sales and would only consider such activities if federal law permits.

State Regulations

Unlike Canada, which regulates cannabis federally, marijuana laws in the U.S. vary by state. Businesses must comply with state and local licensing requirements. In California, where medicinal cannabis has been legal since 1996, cannabis is now permitted for both medicinal and recreational use. Federal enforcement remains a risk until Congress amends the CSA to address marijuana's legal status. Med-X's compliance with state laws does not eliminate the risk of federal prosecution, and the lack of uniform federal guidance continues to pose challenges for the cannabis industry.

In December of 2025, President Trump issue an executive order changing cannabis from a schedule 1 classification to a schedule 3 classification. This scheduling update will likely witness legal challenges from anti-cannabis organizations along with the order must go through the formal rule making process. The changes would likely open up the opportunity for extensive cannabis related research as well as soften banking and finance related hurdles related to the conducting business in the cannabis industry, but does not have an effect on the Company’s business at this time.

California Cannabis Regulations and Federal Challenges

California’s Medicinal and Adult Use Cannabis Regulation and Safety Act (MAUCRSA) provides the framework for cannabis licensing, oversight, and enforcement. Regulations by the California Department of Cannabis Control cover licensing procedures, operational rules, product safety, packaging, and enforcement actions. Some cities and counties offer equity programs to support individuals impacted by historical drug laws, providing faster licensing, operational assistance, and financial aid. The cannabis industry faces significant regulatory challenges, with evolving laws at the local, state, and federal levels. Compliance requires substantial resources, and violations—or allegations of violations—could disrupt operations. Future regulatory changes could also impact federal tax policies, potentially limiting deductions for cannabis-related businesses. At the federal level, the Rohrabacher-Blumenauer Amendment restricts the Department of Justice (DOJ) from interfering with state-legal medical cannabis programs but requires annual renewal and expired in 2022. Proposed reforms, such as the CARERS Act to reclassify cannabis and the Respect State Marijuana Laws Act to protect state-compliant businesses, have not passed. This regulatory uncertainty creates operational risks for Med-X, but the company is committed to compliance with applicable state and local laws to mitigate these challenges.

Relevant California Regulations

The California Department of Cannabis Control makes regulations for cannabis businesses. These regulations specify:

Equity Ordinances in California

Some cities and counties in California have ordinances for equity programs to help people negatively affected by the federal” war on drugs” policies from the 1970s and create a more inclusive marketplace. Each ordinance supports equity applicants in different ways, such as:

Laws and regulations affecting the adult-use marijuana industry are constantly changing, which could detrimentally affect our proposed operations. Local, state, and federal adult-use marijuana laws and regulations are broad in scope and subject to evolving interpretations, which could require us to incur substantial costs associated with compliance or alter our business plan. In addition, violations of these laws, or allegations of such violations, could disrupt our business and result in a material adverse effect on our operations. It is also possible that regulations may be enacted in the future that will be directly applicable to our business. These ever-changing regulations could even affect federal tax policies that may make it difficult to claim tax deductions on our returns. We cannot predict the nature of any future laws, regulations, interpretations, or applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our business.

In 2014, the United States House of Representatives passed an amendment (the “Rohrabacher-Blumenauer Amendment”) to the Commerce, Justice, Science, and Related Agencies Appropriations Bill, which funds DOJ. The Rohrabacher-Blumenauer Amendment prohibits the DOJ from using funds to prevent states with medical cannabis laws from implementing such laws. In August 2016, the Ninth Circuit Court of Appeals ruled in United States v. McIntosh that the Rohrabacher-Blumenauer Amendment bars the DOJ from spending funds on the prosecution of conduct that is allowed by state legislation titled the Compassionate Access, Research Expansion, and Respect States Act (the “CARERS Act”) was introduced, proposing to allow states to regulate the medical use of cannabis by changing applicable federal law, including by reclassifying cannabis under the Controlled Substances Act to a Schedule II controlled substance and thereby changing the plant from a federally-criminalized substance to one that has recognized medical issues. More recently, the Respect State Marijuana Laws Act of 2017 has been introduced in the U.S. House of Representatives, which proposes to exclude persons who produce, possess, distribute, dispense, administer or deliver marijuana in compliance with state laws from the regulatory controls and administrative, civil and criminal penalties of the CSA. These developments previously were met with a certain amount of optimism in the cannabis industry, but, as of the date of the filing of this registration statement of which this prospectus is a part, (i) neither the CARERS Act nor the Respect State Marijuana Laws Act of 2017 have yet been adopted, and (ii) the Rohrabacher-Blumenauer Amendment, being an amendment to an appropriations Bill that must be renewed annually, has not currently been renewed beyond February 18, 2022.

Regulatory Considerations

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). While the EPA does not regulate these products, producers are responsible for ensuring compliance with minimum risk criteria. State-level regulations, however, require product label registration. Nature-Cide products are registered in 40+ states, including California, Florida, Texas, and New York. An international distribution agreement with Ensystex, Inc. has been established for Nature-Cide products. The Company is in the process of obtaining regulatory registrations and approvals required to distribute products in international markets. Several registrations have been obtained in certain jurisdictions, while others remain pending. Regulatory requirements vary by country, and the timing of approvals depends on the applicable regulatory processes. Accordingly, the Company cannot provide assurance regarding the timing of obtaining additional approvals or the commencement or expansion of sales in particular international markets.

Thermal-Aid and Malibu Brands

MJT Network

The MJT Network serves as a media platform featuring cannabis-related industry content. It does not produce or sell products and is not subject to government regulations.

Employees

As of September 15, 2026, we had eighteen (18) full-time employees, five of whom are executive officers of Med-X. We plan to actively hire employees at such time as we have sufficient capital or financing to fund the expanded launch of its business plan.

Property

Effective October 15, 2025, Pacific Shore along with Med-X entered into the 2nd Amendment to the Lease of 8236 Remmet Avenue Canoga Park, CA 91304 in order to extend the term of the lease for an additional five years, or until October 14, 2030. The facility is approximately 30,000 square feet of which Med-X currently occupies approximately 2,500 square feet of office space. Pacific Shore leases that space from an unaffiliated landlord pursuant to a five-year commercial lease that was renewed for an additional five years in October 2025 in an arms-length transaction. The lease is subject to an annual adjustment based upon an increase in the Consumer Price Index in the Los Angeles Area. We currently pay $35,926 a month for rent for this facility.

Seasonality

Our operations may be materially affected by seasonality for pest control operations and agriculture. Nature-Cide is likely to have high sales volumes during the spring and summer months when insects and pests are more likely to be present and agricultural operations are at their peak. Lower sales volumes may be experienced at other times during the year. With hopes of expansion into equatorial and southern hemisphere markets the company hopes to balance these seasonal risks more efficiently.

Credit Facilities

Pathward Bank (previous name was Crestmark Bank)

On November 27, 2012, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) and a promissory note (the “Note”) with Crestmark Bank. The maximum amount that can be borrowed under the Promissory Note is $1,500,000. The Loan Agreement establishes the collateral and required terms for establishing a factoring of Accounts Receivable. Accounts Receivable are collected 87% up-front from Crestmark Bank, 13% collected upon customer payment, and deduction of fees by Crestmark Bank are paid as a deduction against factored amounts remitted to the Company. Interest on the outstanding balance is calculated at two (2%) percent above Prime Rate. At no time will the rate be lower than five and one quarter (5.25%) percent per annum. As of June 30, 2026, December 31, 2025 and December 31, 2024, the outstanding balance was $169,189, $97,776 and $49,257, respectively.

The Loan Agreement calls for a security interest in the assets of the Company such as Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for any of the foregoing.

The Company also agreed to certain fees such as loan fees, late reporting fees, lockbox fees, documentation fees, maintenance fees and an exit fee.

Line of Credit Agreement

On August 6, 2022, the Company entered into a Line of Credit Agreement with Jennifer Mills and Matthew Mills, our President and Chief Executive Officer, respectively. The line of credit provides for advances as needed up to a maximum of $500,000 for working capital. As originally executed, the amount outstanding on the Line of Credit was due and payable on the earlier to occur of (a) Event of Default or (b) the effective date the Company lists on a public stock exchange or one year from the Execution Date. On August 1, 2023, the Company and the lenders agreed to an Amendment to the Line of Credit Agreement such that Maturity was the earlier of (a) the effective date the Company lists on a public stock exchange or (b) on demand upon thirty (30) days written notice by the lenders. Effective April 13, 2026, the Company and the lenders further amended the obligation so that the entire principal indebtedness, together with all accrued and unpaid interest, is due and payable in full on April 13, 2028.   On September 8, 2026, the Company and the lenders entered into a Third Amendment to Promissory Note and Line of Credit Agreement, which restated the Maturity Date of April 13, 2028, with the entire principal indebtedness together with all accrued and unpaid interest due and payable in full on such date, except upon acceleration following an Event of Default. The Third Amendment also restricts voluntary prepayment prior to the Maturity Date, permitting prepayment only if (i) all amounts then due and payable by the Company to Streeterville Capital, LLC have been paid in full, and (ii) the Company has determined in good faith, based on its then-current cash resources, liabilities, operating forecast and reasonably anticipated funding needs, that such prepayment would not reasonably be expected to cause, contribute to or exacerbate substantial doubt regarding the Company's ability to continue as a going concern for the twelve months following such prepayment and would not materially impair the Company's ability to pay its obligations as they become due. The determination under clause (ii) must be evidenced by a written certification of the Company's Chief Financial Officer. As of September 15, 2026, December 31, 2025 and December 31, 2024, the Company has drawn $499,617 against the Line of Credit Agreement and incurred interest expenses of $19,430 and $22,248 for the six months ended June 30, 2026 and 2025, respectively, and $42,909 and $47,240 for the years ended December 31, 2025 and 2024, respectively. Included in accounts payable as of June 30, 2026, December 31, 2025 and December 31, 2024 are interest payable of $5,695, $5,805 and $5,717, respectively. Additionally, the amounts outstanding under the Line of Credit Agreement are a debt obligation that does not include any conversion features and will not be converted into shares of the Company’s common stock in connection with the Company’s direct listing or otherwise.

Securities Purchase Agreement – Streeterville Capital, LLC

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 the date our common stock is first listed on Nasdaq, we will issue 5,000 shares of Series B Convertible Preferred Stock, a warrant to purchase shares of common stock and a number of commitment shares equal to one percent of the $30,000,000 commitment amount divided by the Nasdaq valuation price, in consideration of $5,010,000, of which $5,000,000 is allocated to the preferred shares and $10,000 to the warrant, less a $25,000 transaction expense payable to the investor at closing. Before the 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 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. 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. See “Risk Factors” and “Description of Securities — Series B Convertible Preferred Stock.”

Corporate Information

We were formed in February 2014 in Nevada. Our subsidiaries consist of Pacific Shore Holdings, Inc., a Delaware corporation, and Pacific Shore Holdings, Inc., a California corporation. Our executive offices are located at 8236 Remmet Avenue, Canoga Park, California 91304 and our telephone number is (818) 349-2870. Our website address is www.MEDX-RX.com. Information contained on, or accessible through, our website is not a part of this offering statement.

SUMMARY FINANCIAL INFORMATION

The following tables summarize certain financial data regarding our business and should be read in conjunction with our financial statements and related notes contained elsewhere in this prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Results of Operations

The following summarizes the results of our operations for the three months ended June 30, 2026, and June 30, 2025.

For the Three Months Ended June 30, 2026 and June 30, 2025

Revenue. Revenue for the three months ended June 30, 2026 was $508,148 compared to $459,286 for the three months ended June 30, 2025. The increase in revenue of $48,862 is attributable mainly due to higher Nature-Cide growth of $103,201, lower Thermal-Aid revenue of $40,767 in addition to a decrease of Malibu Brands of $13,572. The increase in revenue for the three months ended June 30, 2026, was driven by changes within the Company’s primary product lines. Revenue from the Thermal-Aid product line decreased due to approximately 11% decrease in sales volume across most products, reflecting a decrease in customer demand. Revenue from the Nature-Cide product line increased approximately 35% while the total number of units sold remained relatively consistent in terms of sales volume. The Company did see an increase in sales of products with higher price points and a decrease in sales of products with lower price points which contributed to increased revenue. As a result, the increase in total revenue was primarily attributable to higher overall Nature-Cide unit sales and pricing adjustments within the Nature-Cide product line. This was offset by the decrease of Thermal-Aid and Malibu Brands volume decrease. Costs of goods sold were $297,564 and $306,989, respectively in the three months ended June 30, 2026, and 2025. The decrease in the costs of goods sold is in direct correlation to the product mix in Nature-Cide and Thermal-Aid revenues.

As of June 30, 2026, the Company’s trade accounts receivable was $238,442 from 36 customers. For the three months ended June 30, 2026, the Company received 68% of its revenue from three customers specifically, BWI, Veseris and Target Specialty Products. 

As of June 30, 2025, the Company’s trade accounts receivable was $194,700 from 32 customers. For the three months ended June 30, 2025, the Company received 56% of its revenue from three customers: specifically, Veseris. Target Specialty Products and Ensystex. 

Supplier Concentrations. As of June 30, 2026, and 2025, the Company made purchases from 1 major supplier that accounted for 82% and 71% of the cost of goods, respectively.

Operating Expenses. 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. This was in addition to a decrease  in Sales and Marketing expenses during the period primarily related to advertising and promotions.

Other Income/(Expense) . Other income in each of the three months ended June 30, 2026, and 2025 was limited to interest expense of $11,718 and $16,448, respectively.

Net Loss . Net loss for the three months ended June 30, 2026, was $1,207,882 compared to $3,153,668 for the three months ended June 30, 2025. This decrease in net loss is due to a substantial decrease in share-based compensation costs of $1,923,000 associated with consulting services expense settled in the issuance of shares of common stock, as well as costs associated with a decrease in product testing and certification in addition to other operating expense decreases in digital marketing and customer acquisition efforts. Currently operating costs exceed revenue due to revenue growing at a slower pace than anticipated. We cannot assure when or if revenue will exceed operating costs.

For the Six Months Ended June 30, 2026, and 2025

Revenue. Revenue for the six months ended June 30, 2026 was $1,030,263 compared to $885,520 for the six months ended June 30, 2025. The increase in revenue of $144,743 is attributable mainly due to higher Nature-Cide growth of $165,763, lower Thermal-Aid revenue of $4,930 in addition to a decrease of Malibu Brands of $16,090. The increase in revenue for the six months ended June 30, 2026, was driven by changes within the Company’s primary product lines. Revenue from the Thermal-Aid product line decreased due to approximately 7% decrease in sales volume across most products, reflecting a decrease in customer demand. Revenue from the Nature-Cide product line increased approximately 34% while the total number of units sold remained relatively consistent in terms of sales volume. The Company did see an increase in sales of products with higher price points and a decrease in sales of products with lower price points along with the addition of new customers which contributed to increased revenue. As a result, the increase in total revenue was primarily attributable to higher overall Nature-Cide unit sales and pricing adjustments within the Nature-Cide product line. This was offset by the decrease of Thermal-Aid and Malibu Brands volume decrease. Costs of goods sold were $734,212 and $633,746, respectively in the six months ended June 30, 2026, and 2025. The increase in the costs of goods sold is in direct correlation to the product mix in Nature-Cide and Thermal-Aid revenues.

As of June 30, 2026, the Company’s trade accounts receivable was $238,442 from 36 customers. For the six months ended June 30, 2026, the Company received 40% of its revenue from three customers specifically, BWI, Veseris and Target Specialty Products. 

As of June 30, 2025, the Company’s trade accounts receivable was $194,700 from 32 customers. For the six months ended June 30, 2025, the Company received 37% of its revenue from two customers: specifically, Veseris. And Target Specialty Products. 

Supplier Concentrations. As of June 30, 2026, and 2025, the Company made purchases from 1 major supplier that accounted for 82% and 80% of the cost of goods, respectively.

Operating Expenses. Operating expenses for the six months ended June 30, 2026 were $7,934,668 as compared to $4,361,751 for the six months ended June 30, 2025. The increase of $3,572,917 in operating expenses is almost entirely non-cash items, attributable mainly to a significant increase related to the issuance of Stock Options Grants of $5,079,220 offset somewhat by a decrease in share-based compensation costs of $1,923,000 associated with consulting services expense settled in the issuance of shares of common stock. This was in addition to a decrease in Sales and Marketing expenses during the period primarily related to advertising and promotions.

Other Income/(Expense) . Other income in each of the six months ended June 30, 2026, and 2025 was limited to interest expense of $23,411 and $28,079, respectively.

Net Loss . Net loss for the six months ended June 30, 2026, was $7,662,028 compared to $4,138,056 for the six months ended June 30, 2025. This increase in net loss is primarily non-cash. Stock-based compensation of $5,079,220 on the January and March 2026 stock option grants, compared with $1,923,000 of consulting services expense settled in shares of common stock and $3,624 of option expense in the 2025 period, accounts for $3,152,596 of the increase; the remainder reflects $467,591 of higher general and administrative expense excluding equity compensation, partly offset by higher gross profit and lower sales and marketing and interest expense. Currently operating costs exceed revenue due to revenue growing at a slower pace than anticipated. We cannot assure when or if revenue will exceed operating costs.

The following summarizes the results of our operations for the years ended December 31, 2025 (“2025 Period”) and December 31, 2024 (“2024 Period”):

For the year ended December 31, 2025 we had net revenues of $1,987,181 compared to $1,730,284 for the year ended December 31, 2024 reflecting a slight increase period over period. While revenue increased during the 2025 Period, our costs of goods sold increased from $1,429,200 in the 2024 Period to $1,617,394 for the 2025 Period as a result of increased sales activity. For the 2025 Period, we had a gross profit of $369,787, compared to a gross profit of $301,084 for the 2024 Period. The increase in gross profit is a direct result of the increased warehouse efficiency and slightly increased net revenues.

For the 2025 Period, our operating expenses were $7,276,692 consisting of $1,291,272 for sales and marketing expenses and $5,985,420 for general and administrative costs. For the 2024 Period, our operating expenses were $10,065,931, consisting of $970,193 for sales and marketing expenses and $9,095,738 for general and administrative costs. The significant decrease in general and administrative costs was predominantly due to a reduction in costs associated with consulting fees of $3,213,528 paid through issuance of shares, offset by increase in travel expenses of $93,979, costs associated with an increase in product testing and certification of $98,586 and other operating expenses.

The increase in revenue was primarily driven by increased sales volume of the Company’s Nature-Cide and Thermal-Aid product lines, resulting from expanded marketing efforts and increased customer demand.

For the 2025 Period, we had an operating loss of $6,906,905, compared to an operating loss of $9,764,847 for the 2024 Period.

For the 2025 Period as compared to the 2024 Period, our interest expense decreased slightly to $53,468 from $56,594. The 2024 Period also included a $30,000 gain on the sale of assets.

For the 2025 Period, we had a net loss of $6,960,373, compared to a net loss of $9,791,441 for the 2024 Period. As set out above, this reduction to our period over period net loss was due to a combination of slightly increased gross profits and a reduction to overall operational expenditures.

Overall, changes in the Company’s results of operations were primarily driven by fluctuations in product sales volume, marketing expenditures, and reductions in professional service fees.

SUMMARY OF RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks summarized below. These risks are discussed more fully in the “Risk Factors” section immediately following this Prospectus Summary. These risks include, but are not limited to, the following:

Summary of Risks Related to Our Direct Listing and Volatility of Our Common Stock Following the Offering

We cannot predict the prices at which our common stock may trade on Nasdaq following the listing of our common stock, and the market price of our common stock may fluctuate significantly in response to various factors, some of which are beyond our control. In particular, prior to the opening trade, there will not be a price at which underwriters initially sold shares of common stock to the public as there would be in a firm-commitment underwritten initial public offering. The absence of a predetermined initial public offering price could impact the range of buy and sell orders collected by Nasdaq from various broker-dealers. Consequently, upon listing on Nasdaq, the public price of our common stock may be more volatile than in a firm-commitment underwritten initial public offering and could decline significantly and rapidly.

Our listing differs significantly from an initial public offering conducted on a firm commitment basis. There have been very few companies that have undertaken direct listings on a national securities exchange. Accordingly, there is insufficient historical data to predict what level of price and volume volatility may be incurred. Consequently, significant and swift negative price movement in our common stock is very possible. In addition, because of our novel listing process, individual investors, retail or otherwise, may have greater influence in setting the opening public price and subsequent public prices of our common stock on Nasdaq and may participate more in our initial trading than is typical for a firm-commitment underwritten initial public offering. These factors could result in a public price of our common stock that is higher than other investors (such as institutional investors) are willing to pay, which could cause volatility in the trading price of our common stock and an unsustainable trading price if the price of our common stock significantly rises upon listing and institutional investors believe our common stock is worth less than retail investors, in which case the price of our common stock may decline over time. Further, if the public price of our common stock is above the level that investors determine is reasonable for our common stock, some investors may attempt to short our common stock after trading begins, which would create additional downward pressure on the public price of our common stock.

RISK FACTORS

Investing in our securities involves a high degree of risk. You should carefully consider the following risk factors, together with the other information contained in this prospectus, before purchasing our securities. We have listed below (not necessarily in order of importance or probability of occurrence) what we believe to be the most significant risk factors applicable to us, but they do not constitute all of the risks that may be applicable to us. Any of the following factors could harm our business, financial condition, results of operations or prospects, and could result in a partial or complete loss of your investment. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section titled “Cautionary Statement Regarding Forward-Looking Statements”.

We may not be successful in preventing the material adverse effects that any of the following risks and uncertainties may cause. These potential risks and uncertainties may not be a complete list of the risks and uncertainties facing us. There may be additional risks and uncertainties that we are presently unaware of, or presently consider immaterial, that may become material in the future and have a material adverse effect on us. You could lose all or a significant portion of your investment due to any of these risks and uncertainties.

Risks Related to the Company's Business and Industry

Med-X, Inc. has a limited operating history, which makes it difficult to accurately evaluate our business prospects.

We were formed in February 2014 to originally engage in the business of (a) publishing content about the cannabis industry, primarily online, for industry participants and the general public, (b) growing and selling cannabis on a wholesale basis, initially for the California medical cannabis market, which the Company may engage in if the federal government declares it legal to do so, (c) supplying related agricultural products to other commercial cannabis growers which the Company may already be engaged in by supplying its Nature-Cide pest control products to cannabis and hemp cultivators through the Company's national distribution venues, and (d) developing and selling commercial medicinal supplements based on beneficial compounds extracted from cannabis if the federal government declares it legal to do so. Because the federal government has not legalized marijuana and the FDA has not clarified its position with respect to CBD products, the Company has not moved forward with engaging in the CBD or marijuana businesses. We launched our cannabis news website, and commenced marketing Nature-Cide, but have not yet launched the other components of our original business plan.

The Company may not be successful in attaining the objectives necessary for it to overcome these risks and uncertainties.

We may not have adequate capital to fund our business.

We will have limited capital available to us, to the extent that we raise capital from this offering. If our entire original capital is fully expended and additional costs cannot be funded from borrowings or capital from other sources, then our financial condition, results of operations, and business performance would be materially adversely affected. We may not be able to raise needed additional capital or financing due to market conditions or for regulatory or other reasons. We cannot assure that we will have adequate capital to conduct our business.

Our ability to protect our intellectual property is uncertain.

We have filed several applications with the United States Patent and Trademark Office for service marks and trademarks. While we have been granted several service marks and trademarks, we still have applications pending for other marks. We cannot assure that we will be successful in obtaining the service marks or trademarks, that these applications will not be challenged, that others will not attempt to infringe upon our marks, or that these marks will afford us any protection or competitive advantages. If we are unable to protect our rights to our trademarks or if such marks infringe on the rights of others, our business could be materially adversely affected. In addition to the Thermal-Aid patents licensed to us by our president, we currently have two patents pending with the United States Patent and Trademark Office, one related to our Nature Cide infused soil and one related to our lip balm products. We cannot assure that we will be successful in obtaining patents, that these applications will not be challenged, that others will not attempt to infringe upon our patents should they be awarded, or that these patents will afford us any protection or competitive advantages. The existing expired patents (held by Matthew Mills, our chairman, who has licensed them to us) covering Thermal-Aid may not protect us from legal challenges by competitors or infringement by third parties.

We may not be able to successfully compete against companies with substantially greater resources.

The health and medical therapy, essential oils, and insecticide industries are intensely competitive, and we expect competition to intensify further in the future. We are also subject to intense competition from chemical insecticides, as well as other all-natural insect repellents utilizing cedarwood oil, which have been on the market longer than Nature-Cide and which are manufactured and marketed by competitors with more resources and brand recognition than us. We cannot assure that Nature-Cide will compete effectively and experience continuing and growing sales. As a supplier of other products, we compete with several larger and better-known companies that specialize in supplying and distributing a vast array of consumer goods to retailers. We cannot assure that we will continue to obtain supply contracts with Walmart.com, Ralphs, or from any other retailers. Barriers to entry are relatively low, and current and new competitors can launch new products that compete in the marketplace. We currently or potentially compete with a number of other companies. We face competition from a number of large health and medical therapy, essential oil, and insecticide brand name manufacturers that have greater financial and managerial resources, more experience in developing products, and greater name recognition than we have.

We may incur uninsured losses.

Although we maintain modest theft, casualty, liability, and property insurance coverage, along with workmen’s compensation and related insurance, we cannot assure that we will not incur uninsured liabilities and losses as a result of the conduct of our business. In particular, we may incur liability if Nature-Cide, Pacific Pain Relief Cream, Thermal-Aid, Malibu Brands, or one of our other products is deemed to have caused a personal injury. Should uninsured losses occur, the holders of our common stock could lose their invested capital.

Our business is subject to various government regulations.

We are subject to various federal, state and local laws affecting therapeutic medical and insecticide products. The Federal Trade Commission, the Federal Food and Drug Administration and Environmental Protection Agency and equivalent state agencies regulate advertising and representations made by businesses in the sale of products, which apply to us. We may be required to obtain permits from various states in order to ship certain of our products to those states. We are also subject to government laws and regulations governing health, safety, working conditions, employee relations, wrongful termination, wages, taxes and other matters applicable to businesses in general.

Cannabis is categorized under federal law as a Schedule 1 drug. Accordingly, the cultivation, production, transport, export, import, distribution, sale, marketing and use of cannabis are prohibited under federal law. Certain activities that comply with state law, such as medical cannabis in states where it has been legalized, are treated by the federal government with a non-enforcement policy under the internal guidelines of the “Cole Memorandum” published by the US Department of Justice. We may be required to obtain permits from various states in order to produce, supply and sell cannabis and certain of our other products in those states. We currently have no government permits to grow or sell cannabis in any jurisdiction. Even if cannabis is generally legalized at the federal and state government levels, commerce in cannabis is still expected to be heavily regulated and taxed, which will have a material effect on our operating results, financial condition and business performance. We expect to be required to apply for licenses in California, even though it is generally legalized in that state, and there is no assurance that those licenses will be granted to us. Furthermore, because cannabis remains illegal under federal law, banking, certain advertising, and trademark registration services, among other services, are generally not available to the cannabis industry.

We are not currently subject to direct federal, state or local regulation, or laws or regulations applicable to access to or commerce on the Internet, other than regulations applicable to businesses generally. Due to the increasing popularity and use of the Internet and other online services, and recent controversial breaches of cyber security, it is possible that a number of laws and regulations may be adopted with respect to the Internet or other online services covering issues such as user privacy, freedom of expression, pricing, content and quality of products and services, taxation, advertising, intellectual property rights and information security. Although sections of the Communications Decency Act of 1996 were held to be unconstitutional by the U.S. Supreme Court, we cannot assure that similar laws will not be proposed and adopted in the future. In addition, applicability to the Internet of existing laws governing issues such as property ownership, copyrights and other intellectual property issues, taxation, libel, obscenity and personal privacy is uncertain. The vast majority of such laws was adopted prior to the advent of the Internet and, as a result, do not contemplate or address the unique issues of the Internet and related technologies. In addition, numerous states, including the State of California in which our headquarters are located, have regulations regarding the manner in which “wholesalers/retailers” may conduct business and the liability of “wholesalers/retailers” in conducting such business. We cannot assure that any state will not attempt to impose additional regulations upon us in the future or that such imposition will not have a material adverse effect on our business, results of operations, and financial condition.

Several states have also proposed legislation that would limit the uses of personal user information gathered online or require online services to establish privacy policies. The Federal Trade Commission has also settled a proceeding with one online service regarding the manner in which personal information is collected from users and provided to third parties. Changes to existing laws or the passage of new laws intended to address these issues, including some recently proposed changes, could create uncertainty in the marketplace that could reduce demand for our services or increase the cost of doing business as a result of litigation costs or increased service delivery costs, or could in some other manner have a material adverse effect on our business, results of operations, and financial condition. In addition, because our services are accessible worldwide, and we make sales of goods to users worldwide, other jurisdictions may claim that we are required to qualify to do business as a foreign corporation in a particular state or foreign country. We are qualified to do business in two states in the United States, Nevada and California, and our failure to qualify as a foreign corporation in a jurisdiction where it is required to do so could subject us to taxes and penalties for the failure to qualify, resulting in our inability to enforce contracts in such jurisdictions. Any such new legislation or regulation, or the application of laws or regulations from jurisdictions whose laws do not currently apply to our business, could have a material adverse effect on our business, results of operations, and financial condition.

We may acquire businesses, intellectual property or products, or form strategic alliances in the future, and we may not realize the benefits of such acquisitions.

We may acquire additional businesses, intellectual property or products, form strategic alliances or create joint ventures with third parties that we believe will complement or augment our existing business. If we acquire businesses with promising markets or technologies, we may not be able to realize the benefit of acquiring such businesses if we are unable to successfully integrate them with our existing operations and Company culture. We may encounter numerous difficulties in developing, manufacturing and marketing any new products resulting from a strategic alliance or acquisition. Such difficulties may delay or prevent us from realizing the expected benefits or enhancements to our business from such transaction. We cannot assure you that, following any such acquisition, we will achieve the expected synergies to justify the transaction.

Global crises such as COVID-19 can have a significant effect on The Company's business operations and revenue projections.

There is an ongoing outbreak of a novel and highly contagious form of coronavims ("COVID-19"), which the World Health Organization declared a global pandemic on March 11, 2020. The outbreak of COVID-19 has caused a worldwide public health emergency with a substantial number of hospitalizations and deaths and has significantly adversely impacted global commercial activity and contributed to both volatility and material declines in equity and debt markets. The global impact of the outbreak is rapidly evolving, and many national, state, and local governments have reacted by instituting mandatory or voluntary quarantines, travel prohibitions and restrictions, closures or reductions of offices, businesses, schools, retail stores, restaurants, and other public venues and/or cancellations, suspensions and/or postponements of certain events and activities, including certain non-essential government and regulatory activities. Businesses are also implementing their own precautionary measures, such as voluntary closures, temporary or permanent reductions in work force, remote working arrangements and emergency contingency plans.

Such measures, as well as the general uncertainty surrounding the dangers, duration, and impact of COVID-19, are creating significant disruption to supply chains and economic activity, impacting consumer confidence and contributing to significant market losses, including by having particularly adverse impacts on transportation, hospitality, healthcare, tourism, sports, entertainment and other industries dependent upon physical presence. Technological infrastructure has, and will likely continue to be, strained for so long as mandatory or voluntary quarantines are instituted, which will change, and potentially disrupt, the operations of the Company. As COVID-19 continues to spread, potential additional adverse impacts, including a global, regional or other economic recession of indeterminate duration, are increasingly likely and difficult to assess and, if the spread of COVID- 19 is prolonged, it could adversely affect many economies, global financial markets and the Company even after COVID-19 is contained.

The extent of the impact of COVID-19 on the Company's operational and financial performance will depend on many factors, all of which are highly uncertain and cannot be predicted. Those factors include the duration and scope of the resulting public health emergency; the extent of any related restrictions implemented; the impact of such public health emergency on overall supply and demand, goods and services, investor liquidity, consumer confidence and levels of economic activity; and the extent of its disruption to important global, regional and local supply chains and economic markets. The effects of the COVID-19 pandemic may materially and adversely impact the value, performance and liquidity of the Company.

In addition, COVID-19 and the resulting changes to global businesses and economies likely will adversely impact the business and operations of the Company and therefore the business and operations of the Company. Certain businesses and activities may be temporarily or permanently halted as a result of government or other quarantine measures, voluntary and precautionary restrictions on travel or meetings and other factors, including the potential adverse impact of COVID-19 on the health of key personnel.

Like most manufacturers and sellers of consumer goods, and companies that raise capital, we are subject to potential litigation.

As a manufacturer and seller of consumer goods, and a company that raises capital, we are exposed to the risk of litigation for a variety of reasons, including product liability lawsuits, employee lawsuits, commercial contract disputes, defects in supplies and products, government investigations and enforcement actions, shareholder and investor lawsuits and other legal proceedings. We cannot assure that future litigation in which we may become involved will not have a material adverse effect on our financial condition, operating results, business performance, and business reputation.

Directors and officers have limited liability.

Our bylaws provide that we will indemnify and hold harmless our officers and directors against claims arising from our activities, to the maximum extent permitted by Nevada law, and, in the case of PSH-CA, California law, and in the case of Pacific Shore, Delaware law. If we were called upon to perform under our indemnification obligations, (we have not yet signed individual separate indemnification agreements with each one of our directors and officers), then the portion of our assets expended for such purpose would reduce the amount otherwise available for our business.

If we are unable to hire, retain or motivate qualified personnel, consultants, independent contractors, and advisors, we may not be able to grow effectively.

Our performance will be largely dependent on the talents and efforts of highly skilled individuals. Our future success depends on our continuing ability to identify, hire, develop, motivate and retain highly qualified personnel for all areas of our organization. Competition for such qualified employees is intense. If we do not succeed in attracting excellent personnel or in retaining or motivating them, we may be unable to grow effectively. In addition, our future success will depend in large part on our ability to retain key consultants and advisors. We cannot assure that any skilled individuals will agree to become an employee, consultant, or independent contractor of the Company or Pacific Shore. Our inability to retain their services could negatively impact our business and our ability to execute our business strategy.

We cannot assure that we will have the resources to repay all of our liabilities in the future.

We have liabilities and may in the future have other liabilities to affiliated or unaffiliated lenders. These liabilities represent fixed costs, which are required to be paid regardless of the level of business or profitability experienced by us. We cannot assure that we will not incur debt in the future, that we will have sufficient funds to repay our indebtedness or that we will not default on our debt, jeopardizing our business viability. Furthermore, we may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to conduct our business. We often utilize purchase order financing from third party lenders when we are supplying or distributing consumer goods, which increases our costs and the risks that we may incur a default, which would harm its business reputation and financial condition. We cannot assure that we will be able to pay all of our liabilities, or that we will not experience a default on our indebtedness.

Our bylaws may be amended by our board and our articles and bylaws may be amended by a majority vote of our shareholders.

Under the Nevada Corporations Law, a corporation’s articles of incorporation may be amended by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote, and a majority of the outstanding shares of each class entitled to vote as a class, unless the certificate requires the vote of a larger percentage of shares. Our Articles of Incorporation, as amended, do not require the vote of a larger percentage of shares. As permitted under the Nevada Corporations Law, our bylaws give our board of directors the power to adopt, amend, or repeal our bylaws. Our shareholders entitled to vote have concurrent power to adopt, amend, or repeal our bylaws.

Regulatory changes and uncertainties.

The Company operates in a highly regulated industry subject to substantial change. In addition, both its labor and customer base are licensed and regulated by local, state, and federal governments. Policies may be changed for several reasons including, but not limited to economic conditions, public safety, socio-political factors, and such. As policy changes are made by regulators, there is no guarantee that the company will be able to provide services in its current form, which may place a substantial hardship on operations, causing an Investor to lose all or a portion of their investment.

The Company may face potential difficulties in obtaining capital.

The Company may have difficulty raising needed capital in the future as a result of, among other factors, its lack of revenue, as well as the inherent business risks associated with The Company and present and future market conditions.

The Company's success depends on the experience and skill of its management and other key personnel.

In particular, The Company is dependent on its management team. The loss of the principals or any other key personnel could harm the Company's business, financial condition, cash flow and performance. Accordingly, you should not invest in the Company unless you are willing to entrust all aspects of the management of the Company and the investment decisions they make on behalf of the Company.

Damage to The Company's reputation could negatively impact the business, financial condition and results of operations.

The Company's reputation and the quality of its brand are critical to its business success and will be critical to its success as it forms and advises new markets. Any incident that erodes confidence in the brand could significantly reduce the Company's value and damage the business. The Company may be adversely affected by any negative publicity, regardless of its accuracy. Also, there has been a marked increase in the use of social media platforms and similar devices, including blogs, social media websites and other forms of internet-based communications that provide individuals with access to a broad audience. The availability of information on social media platforms is virtually immediate as is its impact. Information posted may be adverse to its interests or may be inaccurate, each of which may harm The Company's performance, prospects or business. The harm may be immediate and may disseminate rapidly and broadly, without affording us an opportunity for redress or correct.

Risks Relating to Our Business

Med-X, Inc. has a limited operating history, which makes it difficult to accurately evaluate our business prospects.

We were formed in February 2014 to originally engage in the business of (a) publishing content about the cannabis industry, primarily online, for industry participants and the general public, (b) growing and selling cannabis on a wholesale basis, initially for the California medical cannabis market, which the Company may engage in if the federal government declares it legal to do so, (c) supplying related agricultural products to other commercial cannabis growers which the Company may already be engaged in by supplying its Nature-Cide pest control products to cannabis and hemp cultivators through the Company’s national distribution venues, and (d) developing and selling commercial medicinal supplements based on beneficial compounds extracted from cannabis if the federal government declares it legal to do so. Because the federal government has not legalized marijuana and the FDA has not clarified its position with respect to CBD products, the Company has not moved forward with engaging in the CBD or marijuana businesses. We have also launched our cannabis news website, and commenced marketing Nature-Cide, but have not yet launched the other components of our original business plan.

Our ability to continue as a going concern depends on funding that is subject to conditions, and our independent registered public accounting firm’s report on our 2025 financial statements includes a going concern explanatory paragraph.

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 September 18, 2026, the funding expected at the 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.

We may not have adequate capital to fund our business.

If our entire original capital is fully expended and additional costs cannot be funded from borrowings or capital from other sources, then our financial condition, results of operations, and business performance would be materially adversely affected. We may not be able to raise needed additional capital or financing due to market conditions or for regulatory or other reasons. We cannot assure that we will have adequate capital to conduct our business.

The COVID-19 pandemic has had and may continue to have a material adverse impact on our operating results, financial condition and business performance.

In December 2019, a strain of Coronavirus known as COVID-19 was reported in China, and in January 2020, the World Health Organization declared it a Public Health Emergency of International Concern. This contagious disease outbreak, which has continued to spread to other countries, and related adverse public health developments, has adversely affect the Company and its customers and suppliers as a result of quarantines, facility closures, and travel and logistics restrictions in connection with the outbreak. The restrictions required us to furlough all but two employees. Our operations were deemed Essential, so these two employees handled our product fulfillment. Also, the Company’s Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Marketing Officer and Executive Vice President supported business efforts remotely without drawing a salary for one month. After one month, the executive management team agreed as a group to take a significant salary reduction (approximately 48%). Our supply chain that supports our main product lines were impacted as well by COVID-19 which resulted in significant delays in delivery of materials for our product production causing delays in delivery to our customers. Our ability to raise capital was negatively impacted as potential investors, who were affected by COVID-19 themselves, became hesitant to invest or were not in a position to invest due to the state of the country’s economy. This resulted in the Company needing to delay payments to vendors which impacted our credit with some of our vendors. Continued outbreaks of COVID-19 may further have a negative impact on our operations.

We cannot assure that we will develop additional products in the future.

We have developed only three products lines, Nature-Cide, Thermal-Aid, and Malibu Brands. While we are currently developing a mosquito control product based on the formulation of our Nature-Cide All Purpose commercial concentrate product, we cannot assure that we will successfully develop, commercialize or sell a mosquito control product or any other products besides the existing Nature-Cide, Thermal-Aid, and Malibu Brands products, or that we will reach profitably or conduct any other business on a consistent basis. The lack of product diversity could adversely affect our financial condition and operating results and expose investors to a complete loss of their investment in us if our existing products fail to achieve sufficient sales to maintain us or enable us to earn a profit.

Our ability to protect our intellectual property is uncertain.

We have filed several applications with the United States Patent and Trademark Office for service marks and trademarks. While we have been granted several service marks and trademarks, we still have applications pending for other marks. We cannot assure you that we will be successful in obtaining the service marks or trademarks, that these applications will not be challenged, that others will not attempt to infringe upon our marks, or that these marks will afford us any protection or competitive advantages. If we are unable to protect our rights to our trademarks or if such marks infringe on the rights of others, our business could be materially adversely affected. In addition to the two Thermal-Aid patents licensed to us by our Mr. Mills, and the three patents licensed to us by Dr. Morton Hyson, one of our former directors, we currently have one patent that was issued in October 2021 by the United States Patent and Trademark Office related to our Nature-Cide infused soil. We cannot assure you that we will be successful in obtaining any further patents, that any applications will not be challenged, that others will not attempt to infringe upon our patents should they be awarded, or that these patents will afford us any protection or competitive advantages. The existing patents (held by Mr. Mills and Dr. Hyson covering Thermal-Aid products may not protect us from legal challenges by competitors or infringement by third parties. There is no royalty in place related to the two patents licensed to the Company by Mr. Mills. Dr. Hyson does receive a royalty of 5% of the product sales of related to his three patents. Since our inception, we have paid to Dr. Hyson aggregated royalties of $27,195

We may not be able to successfully compete against companies with substantially greater resources.

The health and medical therapy, essential oils, and insecticide industries are intensely competitive, and we expect competition to intensify further in the future. We are also subject to intense competition from chemical insecticides, as well as other all-natural insect repellents utilizing cedar wood oil, which have been on the market longer than Nature-Cide and which are manufactured and marketed by competitors with more resources and brand recognition than us. We cannot assure you that Nature-Cide will compete effectively and experience continuing and growing sales. As a supplier of other products, we compete with several larger and better-known companies that specialize in supplying and distributing a vast array of consumer goods to retailers. We cannot assure that we will continue to obtain supply contracts with Walmart.com, Ralphs, or from any other retailers. Barriers to entry are relatively low, and current and new competitors can launch new products that compete in the marketplace. We currently or potentially compete with a number of other companies, including a number of large health and medical therapy, essential oil, and insecticide brand name manufacturers that have greater financial and managerial resources, more experience in developing products, and greater name recognition than we have.

We will not stock inventory for third-party products and will rely on filling orders on a real-time basis.

We do not have the resources or facilities to stock a large amount of inventory. As a result, we do not expect to stock any material amount of inventory for the products we will sell, and we will instead rely on third-party vendors to fill orders on a real-time basis. As a result, we may experience delays in shipping products if our third-party vendors are not able to timely fulfill our orders, which could cause our revenue to suffer. 

Disruptions in our relationships with any one of our key distributors could adversely affect our results of operations.

A substantial portion of our sales is derived from our top distributors. For the year ended December 31, 2025, our largest distributor accounted for approximately 19% of our sales and our largest two distributors accounted for approximately 31% of our sales during such time. We cannot guarantee that we will be able to generate similar levels of sales from our largest distributors in the future. Should one or more of these distributors substantially reduce their purchases from us, our results of operations could be materially adversely affected. We anticipate this concentration to continue for the foreseeable future.

We may be required to collect sales and other taxes from buyers outside of California.

We do not collect sales or other similar taxes with respect to goods sold by us via our website, except for buyers from the State of California. We file quarterly sales tax returns with the State of California. However, other states may seek to impose sales tax collection obligations on out-of-state companies such as us, which engage in or facilitate online commerce, and a number of proposals have been made at the state and local level that would impose additional taxes on the sale of goods and services through the Internet. Such proposals, if adopted, could substantially impair the growth of electronic commerce, and could adversely affect our opportunity to derive financial benefit from such activities. Moreover, a successful assertion by one or more states or any foreign country that we should collect sales or other taxes on the exchange of merchandise on our system could have a material adverse effect on our business, results of operations, and financial condition. Legislation limiting the ability of the states to impose taxes on Internet-based transactions has been proposed in the U.S. Congress. We cannot assure that this legislation will ultimately be enacted into law or that the final version of this legislation will not contain a limited time period in which such tax moratorium will apply. In the event that the tax moratorium is imposed for a limited time period, there can be no assurance that the legislation will be renewed at the end of such period. Failure to enact or renew this legislation could allow various states to impose taxes on Internet-based commerce and the imposition of such taxes could have a material adverse effect on our business, results of operations, and financial condition.

Our business is subject to various government regulations.

We are subject to various federal, state and local laws affecting therapeutic medical and insecticide products. The Federal Trade Commission, the Federal Food and Drug Administration and equivalent state agencies regulate advertising and representations made by businesses in the sale of products, which apply to us. We may be required to obtain permits from various states in order to ship certain of our products to those states. We are also subject to government laws and regulations governing health, safety, working conditions, employee relations, wrongful termination, wages, taxes and other matters applicable to businesses in general.

Cannabis is categorized under federal law as a Schedule 1 drug. Accordingly, the cultivation, production, transport, export, import, distribution, sale, marketing and use of cannabis are prohibited under federal law. Certain activities that comply with state law, such as medical cannabis in states where it has been legalized, are treated by the federal government with a non-enforcement policy under the internal guidelines of the “Cole Memorandum” published by the U.S. Department of Justice (the “DOJ”). We may be required to obtain permits from various states in order to produce, supply and sell cannabis and certain of our other products in those states. We currently have no government permits to grow or sell cannabis in any jurisdiction. Even if cannabis is generally legalized at the federal and state government levels, commerce in cannabis is still expected to be heavily regulated and taxed, which we believe will have a material effect on our operating results, financial condition and business performance. We expect to be required to apply for licenses in California to sell cannabis and certain of our other products, even though cannabis is generally legalized in that state, and there is no assurance that those licenses will be granted to us. Furthermore, because cannabis remains illegal under federal law, banking, certain advertising, and trademark registration services, among other services, are generally not available to the cannabis industry.

We are not currently subject to direct federal, state or local regulation, or laws or regulations applicable to access to or commerce on the Internet, other than regulations applicable to businesses generally. Due to the increasing popularity and use of the Internet and other online services, and recent controversial breaches of cyber security, it is possible that a number of laws and regulations may be adopted with respect to the Internet or other online services covering issues such as user privacy, freedom of expression, pricing, content and quality of products and services, taxation, advertising, intellectual property rights and information security. Although sections of the Communications Decency Act of 1996 were held to be unconstitutional by the U.S. Supreme Court, we cannot assure you that similar laws will not be proposed and adopted in the future. In addition, applicability to the Internet of existing laws governing issues, such as property ownership, copyrights and other intellectual property issues, taxation, libel, obscenity and personal privacy is uncertain. The vast majority of such laws was adopted prior to the advent of the Internet and, as a result, do not contemplate or address the unique issues of the Internet and related technologies. In addition, numerous states, including the State of California in which our headquarters are located, have regulations regarding the manner in which “wholesalers/retailers” may conduct business and the liability of “wholesalers/retailers” in conducting such business. We cannot assure that any state will not attempt to impose additional regulations upon us in the future or that such imposition will not have a material adverse effect on our business, results of operations, and financial condition.

Several states have also proposed legislation that would limit the uses of personal user information gathered online or require online services to establish privacy policies. The Federal Trade Commission has also settled a proceeding with one online service regarding the manner in which personal information is collected from users and provided to third parties. Changes to existing laws or the passage of new laws intended to address these issues, including some recently proposed changes, could create uncertainty in the marketplace that could reduce demand for our services or increase the cost of doing business as a result of litigation costs or increased service delivery costs, or could in some other manner have a material adverse effect on our business, results of operations, and financial condition. In addition, because our services are accessible worldwide, and we make sales of goods to users worldwide, other jurisdictions may claim that we are required to qualify to do business as a foreign corporation in a particular state or foreign country. We are qualified to do business in Nevada and California, and our failure to qualify as a foreign corporation in a jurisdiction where it is required to do so could subject us to taxes and penalties for the failure to qualify, resulting in our inability to enforce contracts in such jurisdictions. Any such new legislation or regulation, or the application of laws or regulations from jurisdictions whose laws do not currently apply to our business, could have a material adverse effect on our business, results of operations, and financial condition.

We cannot assure you that we will earn a profit or that our products will be accepted by consumers.

Our business is speculative and dependent upon acceptance of Nature-Cide, Malibu Brands, Thermal-Aid, and our other branded and non-branded products by retail stores and consumers. Our operating performance is also heavily dependent on whether or not we are able to earn a profit on the sale of our products and the products of other manufacturers from which we supply or distribute consumer goods, if any. We cannot assure you as to whether we will be successful or earn any revenue or profit, or that you will not lose your entire investment.

We may incur uninsured losses.

Although we maintain modest theft, casualty, liability, and property insurance coverage, along with workmen’s compensation and related insurance, we cannot assure you that we will not incur uninsured liabilities and losses as a result of the conduct of our business. In particular, we may incur liability if Nature-Cide, Malibu Brands, Thermal-Aid, or one of our other products is deemed to have caused a personal injury. Should uninsured losses occur, you could lose your entire investment.

We may acquire businesses, intellectual property or products, or form strategic alliances in the future, and we may not realize the benefits of such acquisitions or alliances.

We may acquire additional businesses, intellectual property or products, form strategic alliances or create joint ventures with third parties that we believe will complement or augment our existing business. If we acquire businesses with promising markets or technologies, we may not be able to realize the benefit of acquiring such businesses if we are unable to successfully integrate them with our existing operations and Company culture. We may encounter numerous difficulties in developing, manufacturing and marketing any new products resulting from a strategic alliance, joint venture or acquisition. Such difficulties may delay or prevent us from realizing the expected benefits or enhancements to our business from such transaction. We cannot assure you that, following any such acquisition, alliance or joint venture, we will achieve the expected synergies.

Like most manufacturers and sellers of consumer goods, and companies that raise capital, we are subject to potential litigation.

As a manufacturer and seller of consumer goods, and a company that raises capital, we are exposed to the risk of litigation for a variety of reasons, including product liability lawsuits, employee lawsuits, commercial contract disputes, defects in supplies and products, government investigations and enforcement actions, shareholder and investor lawsuits and other legal proceedings. We cannot assure you that future litigation in which we may become involved will not have a material adverse effect on our financial condition, operating results, business performance, and business reputation.

We cannot assure you that we will have the resources to repay all of our liabilities in the future.

We have liabilities and may in the future have other liabilities to affiliated or unaffiliated lenders. These liabilities represent fixed costs, which are required to be paid regardless of the level of business or profitability experienced by us. For example, as of June 30, 2026, we had $1,446,629 outstanding under accounts payable, line of credit, accrued employee vacation, equipment financing and other liabilities. We cannot assure you that we will not incur additional indebtedness in the future, that we will have sufficient funds to repay our indebtedness or that we will not default on our debt, jeopardizing our business viability. Furthermore, we may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to conduct our business. We often utilize purchase order financing from third party lenders when we are supplying or distributing consumer goods, which increases our costs and the risks that we may incur a default, which would harm its business reputation and financial condition. We cannot assure you that we will be able to pay all of our liabilities, or that we will not experience a default on our indebtedness.

We may incur cost overruns in the development, manufacture, and distribution of our various products.

We may incur substantial cost overruns in the development, manufacture, and distribution of Nature-Cide, Thermal-Aid, Malibu Brands, and other products. Management is not obligated to contribute capital to us. Unanticipated costs may force us to obtain additional capital or financing from other sources or may cause you to lose your entire investment in us if we are unable to obtain the additional funds necessary to implement our business plan. We cannot assure you that we will be able to obtain sufficient capital to successfully continue to implement our business plan. If a greater investment is required in the business because of cost overruns, the probability of earning a profit or a return of the shareholders’ investment in us is diminished.

If we are unable to pay for material and services timely, we could be subject to liens.

If we fail to pay for materials and services for our business on a timely basis, our assets could be subject to material men’s and workmen’s liens. We may also be subject to bank liens in the event that we default on loans from banks, if any.

Directors and officers have limited liability.

Our Articles of Incorporation provide that we will indemnify and hold harmless our and our subsidiaries’ officers and directors against claims arising from our and their activities, to the maximum extent permitted by applicable Nevada law. If we are called upon to perform under our indemnification obligations, (we have not yet signed individual separate indemnification agreements with each one of our directors and officers), then the portion of our assets expended for such purpose would reduce the amount otherwise available for our business.

If we were to lose the services of our key personnel, we may not be able to execute our business strategy.

Our success is substantially dependent on the performance of our executive officers and key employees. The loss of any of our officers, who are also directors, would have a material adverse impact on us. We will generally be dependent upon Matthew Mills, our Chairman and Chief Executive Officer, for the direction, management and daily supervision of our operations. See “Management.”

If we are unable to hire, retain or motivate qualified personnel, consultants, independent contractors, and advisors, we may not be able to grow effectively.

Our performance will be largely dependent on the talents and efforts of highly skilled individuals. Our future success depends on our continuing ability to identify, hire, develop, motivate and retain highly qualified personnel for all areas of our organization. Competition for such qualified employees is intense. If we do not succeed in attracting excellent personnel or in retaining or motivating them, we may be unable to grow effectively. In addition, our future success will depend in large part on our ability to retain key consultants and advisors. We cannot assure that any skilled individuals will agree to become an employee, consultant, or independent contractor of use. Our inability to retain their services could negatively impact our business and our ability to execute our business strategy.

As a company that relies upon agricultural operations, we will be exposed to the risks inherent in farming.

Planting, growing, harvesting and selling crops and farming in general, is inherently risky. Adverse weather, natural pests, fungus, agricultural and environmental diseases, falling market prices, excess supply, poor soil, lack of fertilizer and other hazards can destroy crops and inflict severe economic losses on any farm, even with greenhouse facilities. Because we rely on others to provide these agricultural operations, there is no assurance that we will not incur uninsured losses or be subject to hazards beyond our control, or that these activities will be economically successful or sustainable.

There is no assurance that any of our research and development activities will result in any new technology or commercial products.

As discussed, we plan to develop new products and services for the cannabis or any other industry, including compound identification and extraction and mosquito eradication. Our development efforts for these products may fail to result in any commercial technology, products or services, or any proprietary or patentable technology. The products may not work, competitors may develop and sell superior products performing the same function, or industry participants may not accept or desire those products. We may not be able to protect our proprietary rights, if any, from infringement or theft by third parties. Government regulation may suppress or prevent marketing and sales of those products, even if they can be commercialized. We may have inadequate capital to successfully execute this aspect of our business plan.

Customer complaints regarding our products and services could hurt our business.

From time to time, we may receive complaints from customers regarding the quality of goods purchased from us. We may in the future receive correspondence from customers requesting reimbursement. Certain dissatisfied customers may threaten legal action against us if no reimbursement is made. We may become subject to product liability lawsuits from customers alleging injury because of a purported defect in our products or services, claiming substantial damages and demanding payments from us. We are in the chain of title when we supply or distribute products, and therefore are subject to the risk of being held legally responsible for them. These claims may not be covered by our insurance policies. Any resulting litigation could be costly for us, divert management attention, and could result in increased costs of doing business, or otherwise have a material adverse effect on our business, results of operations, and financial condition. Any negative publicity generated as a result of customer frustration with our products or services, or with our websites, could damage our reputation and diminish the value of our brand name, which could have a material adverse effect on our business, results of operations, and financial condition. 

We may be required to collect sales and other taxes.

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. We do not expect to collect sales or other similar taxes with respect to goods sold by us via our website, except for buyers from the State of California. We expect to file quarterly sales tax returns with the State of California. Other states may, however, seek to impose sales tax collection obligations on out-of-state companies such as us which engage in or facilitate online commerce, and a number of proposals have been made at the state and local level that would impose additional taxes on the sale of goods and services through the Internet. Such proposals, if adopted, could substantially impair the growth of Internet commerce, and could adversely affect our opportunity to derive financial benefit from such activities. Moreover, a successful assertion by one or more states or any foreign country that we should collect sales or other taxes on the exchange of merchandise on our system could have a material adverse effect on our business, results operations, and financial condition. Legislation limiting the ability of the states to impose taxes on Internet-based transactions has been proposed in the U.S. Congress. We cannot assure that this legislation will ultimately be enacted into law or that the final version of this legislation will not contain a limited time period in which such tax moratorium will apply. In the event that the tax moratorium is imposed for a limited time period, there can be no assurance that the legislation will be renewed at the end of such period. Failure to enact or renew this legislation could allow various states to impose taxes on Internet-based commerce and the imposition of such taxes could have a material adverse effect on our business, results of operations, and financial condition.

Risks Related to This Offering and Ownership of Our Common Stock

The direct listing process differs from an initial public offering underwritten on a firm-commitment basis.

This is not an underwritten initial public offering of common stock. This listing of our common stock on Nasdaq differs from an underwritten initial public offering in several significant ways, which include, but are not limited to, the following:

There have been very few companies that have undertaken direct listings on a national securities exchange. Accordingly, there is insufficient historical data to predict what level of price and volume volatility may be incurred. Consequently, significant and swift negative price movement in our common stock is very possible.

Such differences from a firm-commitment underwritten initial public offering could result in a volatile trading price for our common stock and uncertain trading volume, which may adversely affect your ability to sell any common stock that you may purchase.

Our common stock currently has no public market. An active trading market may not develop or continue to be liquid and the market price of shares of our common stock may be volatile.

We expect our common stock to be listed and traded on Nasdaq. Prior to the listing on Nasdaq, there has not been a public market for any of our securities, and an active market for our common stock may not develop or be sustained after the listing, which could depress the market price of shares of our common stock and could affect the ability of our stockholders to sell our common stock. In the absence of an active public trading market, investors may not be able to liquidate their investments in our common stock. An inactive market may also impair our ability to raise capital by selling shares of our common stock, our ability to motivate our employees through equity incentive awards and our ability to acquire other companies, products or technologies by using shares of our common stock as consideration.

In addition, we cannot predict the prices at which our common stock may trade on Nasdaq following the listing of our common stock. The opening trading price of our common stock may be unrelated to historical sales prices of our common stock and the market price of our common stock may fluctuate significantly in response to various factors, some of which are beyond our control. In particular, as this listing is taking place through a novel process that is not a firm-commitment underwritten initial public offering, there will be no traditional book building process and no price at which traditional underwriters initially sold shares to the public to help inform efficient price discovery with respect to the opening trades on Nasdaq. On the day that our shares of common stock are initially listed on Nasdaq, Nasdaq will begin accepting, but not executing, pre-opening buy and sell orders and will begin to continuously generate the indicative Current Reference Price on the basis of such accepted orders. The Current Reference Price is calculated each second and, during a 10-minute “Display Only” period, is disseminated, along with other indicative imbalance information, to market participants by Nasdaq on its NOII and BookViewer tools. Following the “Display Only” period, a “Pre-Launch” period begins, during which the Advisor, in its capacity as our financial advisor, must notify Nasdaq that our shares are “ready to trade.” Once the Advisor has notified Nasdaq that our shares of common stock are ready to trade, Nasdaq will confirm the Current Reference Price for our shares of common stock, in accordance with Nasdaq rules. If the Advisor then approves proceeding at the Current Reference Price, the applicable orders that have been entered will be executed at such price and regular trading of shares of our common stock on Nasdaq will commence, subject to Nasdaq conducting validation checks in accordance with Nasdaq rules. The Advisor will determine when our shares of common stock are ready to trade and approve proceeding at the Current Reference Price primarily based on considerations of volume, timing and price. In particular, the Advisor will determine, based primarily on pre-opening buy and sell orders, when a reasonable amount of volume will cross on the opening trade such that sufficient price discovery has been made to open trading at the Current Reference Price. If the Advisor does not approve proceeding at the Current Reference Price (for example, due to the absence of adequate preopening buy and sell interest), the Advisor will request that Nasdaq delay the open until such a time that sufficient price discovery has been made to ensure a reasonable amount of volume crosses on the opening trade. For more information, see “Plan of Distribution.”

Additionally, prior to the opening trade, there will not be a price at which underwriters initially sold shares of common stock to the public as there would be in a firm-commitment underwritten initial public offering. The absence of a predetermined initial public offering price could impact the range of buy and sell orders collected by Nasdaq from various broker-dealers. Consequently, upon listing on Nasdaq, the public price of our common stock may be more volatile than in a firm-commitment underwritten initial public offering and could decline significantly and rapidly.

Furthermore, because of our novel listing process on Nasdaq, Nasdaq’s rules for ensuring compliance with its initial listing standards, such as those requiring a valuation or other compelling evidence of value, are untested. In the absence of a prior active public trading market for our common stock, if the price of our common stock or our market capitalization falls below those required by Nasdaq’s eligibility standards, we may not be able to satisfy the ongoing listing criteria and may be required to delist.

In addition, because of our novel listing process, individual investors, retail or otherwise, may have greater influence in setting the opening public price and subsequent public prices of our common stock on Nasdaq and may participate more in our initial trading than is typical for a firm-commitment underwritten initial public offering. These factors could result in a public price of our common stock that is higher than other investors (such as institutional investors) are willing to pay, which could cause volatility in the trading price of our common stock and an unsustainable trading price if the price of our common stock significantly rises upon listing and institutional investors believe our common stock is worth less than retail investors, in which case the price of our common stock may decline over time. Further, if the public price of our common stock is above the level that investors determine is reasonable for our common stock, some investors may attempt to short our common stock after trading begins, which would create additional downward pressure on the public price of our common stock. To the extent that there is a lack of consumer awareness among retail investors, such a lack of consumer awareness could reduce the value of our common stock and cause volatility in the trading price of our common stock. In addition, demand for our common stock may be adversely affected by any actual or perceived damage to our public reputation or brand recognition. As a consequence, significant and swift declines in the price of our common stock are possible.

A direct listing, such as our Direct Listing, complicates the ability for a plaintiff to make a claim under Section 11 of the Securities Act. In order to bring such a claim a plaintiff must be able to trace their purchased shares to a specific registration statement that allegedly contains false or misleading information. In a firm commitment underwritten initial public offering it is fairly straightforward to tie shares to a specific registration statement. With a direct listing, and in light of today’s vast electronic and fungible markets, it can be very difficult for a plaintiff to practically trace their specific shares to a particular registration statement. Notwithstanding this level of difficulty, in 2023 the Supreme Court affirmed the traceability requirement for all Section 11 claims. In a subsequent decision, the Ninth Circuit Court of Appeals also extended the traceability requirement to claims under Section 12(a)(2) of the Securities Act for an allegedly untrue statement of a material fact or omission of a material fact in a registration statement.

The public price of our common stock following the listing also could be subject to wide fluctuations in response to the risk factors described in this prospectus and others beyond our control, including:

In addition, securities exchanges have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner often unrelated to the operating performance of those companies. These fluctuations may be even more pronounced in the trading market for our common stock shortly following the listing of our common stock on Nasdaq as a result of the supply and demand forces described above. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and harm our business, results of operations and financial condition.

Future sales of common stock by our Registered Stockholders and other existing stockholders could cause our share price to decline.

We currently expect our common stock to be listed and traded on Nasdaq. Prior to listing on Nasdaq, there has been no public market for our common stock and there has not been a sustained history of trading in our common stock in “over-the-counter” markets. While our common stock may be sold after our listing on Nasdaq by the Registered Stockholders pursuant to this prospectus or by our other existing stockholders in accordance with Rule 144 under the Securities Act, unlike a firm-commitment underwritten initial public offering, there can be no assurance that any Registered Stockholders or other existing stockholders will sell any of their shares of common stock and there may initially be a lack of supply of, or demand for, common stock on Nasdaq. As described herein, certain shares of our common stock outstanding as of the date hereof will be registered under this registration statement. There can be no assurance that the Registered Stockholders and other existing stockholders will not sell all of their shares of common stock, resulting in an oversupply of our common stock on Nasdaq. In the case of a lack of supply of our common stock, the trading price of our common stock may rise to an unsustainable level. Further, institutional investors may be discouraged from purchasing our common stock if they are unable to purchase a block of our common stock in the open market due to a potential unwillingness of our existing stockholders to sell a sufficient amount of common stock at the price offered by such institutional investors and the greater influence individual investors have in setting the trading price. If institutional investors are unable to purchase our common stock, the market for our common stock may be more volatile without the influence of long-term institutional investors holding significant amounts of our common stock. In the case of a lack of market demand for our common stock, the trading price of our common stock could decline significantly and rapidly after our listing. Therefore, an active, liquid and orderly trading market for our common stock may not initially develop or be sustained, which could significantly depress the public price of our common stock and/or result in significant volatility, which could affect your ability to sell your shares of common stock.

We have not agreed to indemnify the Registered Stockholders for claims arising in connection with sales of our common stock pursuant to this prospectus, however, claims for indemnification by the Registered Stockholders may reduce the amount of money available to us.

We have not agreed to indemnify the Registered Stockholders for claims arising in connection with sales of our common stock under this prospectus. However, our Certificate provides that our directors and officers will be indemnified by us to the fullest extent permitted by Nevada law. While we have procured directors’ and officers’ liability insurance policies, such insurance policies may not be available to us in the future at a reasonable rate, may not cover all potential claims for indemnification, and may not be adequate to indemnify us for all liability. Large indemnity payments to our directors and officers in excess of any available insurance would materially adversely affect our business, financial condition, and results of operations.

We may not be able to satisfy listing requirements of NASDAQ or obtain or maintain a listing of our common stock on NASDAQ.

If our common stock is listed on NASDAQ, we must meet certain financial and liquidity criteria to maintain such listing. If we violate NASDAQ’s listing requirements, or if we fail to meet any of NASDAQ’s listing standards, our common stock may be delisted. In addition, our board of directors may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing. A delisting of our common stock from NASDAQ may materially impair our shareholders’ ability to buy and sell our common stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our common stock. The delisting of our common stock could significantly impair our ability to raise capital and the value of your investment.

Listing our common stock on a securities exchange will increase our regulatory burden.

We have applied for the listing of our common stock under the symbol “MXRX” on NASDAQ. There is no guarantee that our application will be approved in connection with this offering. Although to date we have not been subject to the continuous and timely disclosure requirements of exchange rules, regulations and policies of NASDAQ, we are working with our legal, accounting and financial advisors to identify those areas in which changes should be made to our financial management control systems to manage our obligations as a public company listed on NASDAQ. These areas include corporate governance, corporate controls, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue to make, changes in these and other areas, including our internal controls over financial reporting. However, we cannot assure holders of our shares that these and other measures that we might take will be sufficient to allow us to satisfy our obligations as a public company listed on NASDAQ on a timely basis and that we will be able to achieve and maintain compliance with applicable listing requirements. In addition, compliance with reporting and other requirements applicable to public companies listed on NASDAQ will create additional costs for us and will require the time and attention of management. We cannot predict the amount of the additional costs that we might incur, the timing of such costs or the effects that management’s attention to these matters will have on our business. There is no guarantee that our application to list our common stock on the Nasdaq Global Market will be approved. Listing on the Nasdaq Global Market is subject to the Company meeting the applicable listing requirements, including those under the equity standard. There can be no assurance that the Company will satisfy all such requirements or that its application will be approved.

The market price of our common stock may fluctuate, and you could lose all or part of your investment.

After this offering, the market price for our common stock is likely to be volatile, in part because our shares have not been traded publicly and in part as a result of the Direct listing as opposed to an underwritten initial public offering. In addition, the market price of our common stock may fluctuate significantly in response to several factors, most of which we cannot control, including:

Volatility in the market price of our common stock may prevent investors from being able to sell their common stock at or above the initial public offering price. As a result, you may suffer a loss on your investment.

You may be diluted by future issuances of preferred stock or additional common stock in connection with our incentive plans, acquisitions or otherwise; future sales of such shares in the public market, or the expectations that such sales may occur, could lower our stock price.

Prior to the effectiveness of the registration statement of which this prospectus forms a part, we may adopt an amended and restated certificate of incorporation which will authorize us to issue shares of common stock and options, rights, warrants and appreciation rights relating to our common stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion. We could issue a significant number of shares of common stock in the future in connection with investments or acquisitions. Any of these issuances could dilute our existing stockholders, and such dilution could be significant. Moreover, such dilution could have a material adverse effect on the market price for the shares of our common stock.

The future issuance of shares of preferred stock with voting rights may adversely affect the voting power of the holders of shares of our common stock, either by diluting the voting power of our common stock if the preferred stock votes together with the common stock as a single class, or by giving the holders of any such preferred stock the right to block an action on which they have a separate class vote, even if the action were approved by the holders of our shares of our common stock. However, the Promissory Note is a debt obligation and does not include any conversion features. The outstanding balance under the Promissory Note will not convert into shares of the Company’s common stock in connection with the Company’s direct listing or otherwise, and therefore will not result in dilution to existing stockholders.

The future issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of preferred stock could adversely affect the market price for our common stock by making an investment in the common stock less attractive. For example, investors in the common stock may not wish to purchase common stock at a price above the conversion price of a series of convertible preferred stock because the holders of the preferred stock would effectively be entitled to purchase common stock at the lower conversion price, causing economic dilution to the holders of common stock.

Our Chairman and CEO controls approximately 51% of the Company’s voting power through ownership of Series A super voting preferred stock, which may limit the ability of other stockholders to influence corporate matters and could discourage a change in control.

Our Chairman and CEO beneficially owns all of the outstanding shares of our Series A super voting preferred stock, which collectively confer approximately 51% of the total voting power of our outstanding capital stock. These shares have de minimis economic rights, as they do not have any conversion, dividend or liquidation rights, but provide significant voting control. As a result, our Chairman and CEO has the ability to control the outcome of matters requiring stockholder approval, including the election of directors, amendments to our certificate of incorporation and bylaws, and the approval of significant corporate transactions, such as mergers, consolidations, or the sale of substantially all of our assets. This concentration of voting power may delay, deter or prevent a change in control of the Company, even if such a transaction may be viewed as beneficial by other stockholders. In addition, this control could discourage or limit stockholders’ ability to influence corporate governance matters, which may adversely affect the market price of our common stock.

This control structure will remain in place following the listing, as the Series A super voting preferred stock will remain outstanding.

Our financial advisor, Maxim Group LLC, has potential conflicts of interest arising from its dual role as our financial advisor for the Direct Listing and as a Registered Stockholder.

We have engaged Maxim Group LLC (the “Advisor”) as our financial advisor in connection with the Direct Listing. In that capacity, the Advisor is responsible for, among other things, determining when our shares are ready to trade and approving proceeding with the opening trade price under Nasdaq Rule 4120(c)(8). Maxim Partners LLC, an affiliate of the Advisor, is a Registered Stockholder that holds 44,257 post-split shares of our Common Stock registered for resale under this prospectus. Maxim Partners LLC acquired the securities in the ordinary course of business pursuant to the July 26, 2024 engagement letter between Maxim Group and the Company, pursuant to which Maxim Group provided strategic planning and advisory services to the Company. Although the Advisor has represented that Maxim Partners LLC acquired the securities in the ordinary course of business and, at the time of acquisition, had no agreements or understandings to distribute the securities, and the Advisor is required to act in compliance with the anti-manipulation provisions of the federal securities laws, including Regulation M, there can be no assurance that the Advisor's interests will be fully aligned with those of investors or other stockholders in all circumstances.

Because we have no current plans to pay cash dividends on our common stock, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.

We currently intend to retain all available funds and any future earnings to fund the development, commercialization and growth of our business, and therefore we do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant. Our future ability to pay cash dividends on our common stock may also be limited by the terms of any future debt securities or credit facility. As a result, capital appreciation, if any, of the common stock you purchase in this offering will be your sole source of gain for the foreseeable future.

We will not receive any proceeds of this offering.

The Company will receive no proceeds from sale of any shares covered by this prospectus.

We do not intend to pay any cash dividends on our shares of common stock in the near future, so our shareholders will not be able to receive a return on their shares unless they sell their shares.

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. There is no assurance that future dividends will ever be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend. Unless we pay dividends, our shareholders will not be able to receive a return on their shares unless they sell their shares, and they may be unable to sell their shares on favorable terms or at all.

If securities industry analysts do not publish research reports on us, or publish unfavorable reports on us, then the market price and market trading volume of our common stock could be negatively affected.

Any trading market for our common stock may be influenced in part by any research reports that securities industry analysts publish about us. We do not currently have and may never obtain research coverage by securities industry analysts. If no securities industry analysts commence coverage of us, the market price and market trading volume of our common stock could be negatively affected. In the event we are covered by analysts, and one or more of such analysts downgrade our securities, or otherwise reports on us unfavorably, or discontinues coverage of us, the market price and market trading volume of our common stock could be negatively affected.

Future issuances of our common stock or securities convertible into, or exercisable or exchangeable for, our common stock, or the expiration of lock-up agreements that restrict the issuance of new common stock or the trading of outstanding common stock, could cause the market price of our common stock to decline and would result in the dilution of your holdings.

Future issuances of our common stock or securities convertible into, or exercisable or exchangeable for, our common stock, or the expiration of lock-up agreements that restrict the issuance of new common stock or the trading of outstanding common stock, could cause the market price of our common stock to decline. We cannot predict the effect, if any, of future issuances of our securities, or the future expirations of lock-up agreements, on the price of our common stock. In all events, future issuances of our common stock would result in the dilution of your holdings. In addition, the perception that new issuances of our securities could occur, or the perception that locked-up parties will sell their securities when the lockups expire, could adversely affect the market price of our common stock.

Future issuances of debt securities, which would rank senior to our common stock upon our bankruptcy or liquidation, and future issuances of preferred stock, which could rank senior to our common stock for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able to achieve from an investment in our common stock.

In the future, we may attempt to increase our capital resources by offering debt securities. Upon bankruptcy or liquidation, holders of our debt securities, and lenders with respect to other borrowings we may make, would receive distributions of our available assets prior to any distributions being made to holders of our common stock. Moreover, if we issue preferred stock, the holders of such preferred stock could be entitled to preferences over holders of common stock in respect of the payment of dividends and the payment of liquidating distributions. Because our decision to issue debt or preferred stock in any future offering, or borrow money from lenders, will depend in part on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings. Holders of our common stock must bear the risk that any future offerings we conduct or borrowings we make may adversely affect the level of return, if any, they may be able to achieve from an investment in our common stock.

We are authorized to issue “blank check” preferred stock without stockholder approval, which could adversely impact the rights of holders of our common stock.

Our articles of incorporation authorize us to issue shares of “blank check” preferred stock, meaning our board of directors can designate the rights and preferences of classes or series of such preferred stock without shareholder approval. Any preferred stock that we issue in the future may rank ahead of our common stock in terms of dividend priority or liquidation premiums and may have greater voting rights than our common stock. In addition, such preferred stock may contain provisions allowing those shares to be converted into shares of common stock, which could dilute the value of common stock to current stockholders and could adversely affect the market price, if any, of our common stock. In addition, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of our company. Although we have no present intention to issue any shares of authorized preferred stock, there can be no assurance that we will not do so in the future.

Our committed equity facility with Streeterville Capital, LLC may cause substantial dilution to our common stockholders, the extent of that dilution cannot be determined at this time, and the facility restricts how we may raise capital.

The Series B Convertible Preferred Stock we have agreed to issue to Streeterville Capital, LLC is convertible into common stock at a conversion price equal to the Nasdaq valuation price. Following an accelerated conversion price event or an event of default, the conversion price becomes the lesser of that price and ninety percent of the lowest daily volume weighted average price of our common stock during the preceding ten trading days, subject to a floor price of $4.00 beginning on the listing date and, following the date that is six months after the listing date, twenty percent of the minimum price as defined in Nasdaq Rule 5635. 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.

An accelerated conversion price event occurs if we receive a letter of non-compliance from the Nasdaq Listing Qualifications Department or similar correspondence, if at any time more than 150 days after the listing date our average market capitalization over any ten trading day period is less than $50,000,000, or if at any time more than 150 days after the listing date any shares of Series B Convertible Preferred Stock remain outstanding. The Series B Convertible Preferred Stock accrues a return of eight percent per annum, compounding daily and payable quarterly in cash or, at our election, in additional shares of Series B Convertible Preferred Stock, which would increase the amount subject to conversion. Following an event of default the rate increases to fifteen percent per annum. A holder may not convert to the extent it would beneficially own more than 9.99% of our outstanding common stock, but that limitation does not cap the aggregate number of shares that may be issued over time.

While any Series B Convertible Preferred Stock is outstanding, we are subject to covenants that restrict our financing alternatives. Among other things, we may not make a restricted issuance without the consent of the required holders unless the proceeds are used to redeem all outstanding Series B shares, pledge or grant a security interest in our assets other than for receivables factoring or equipment financing, dispose of assets or operations material to our operations, effect a reverse split of any class of stock except to satisfy a Nasdaq deficiency notice, create, authorize or issue any class of preferred stock, consummate a fundamental transaction, or redeem junior or parity stock. We must also remain current in our Exchange Act reports and maintain our listing. If we redeem the Series B Convertible Preferred Stock at our option, which we may do at any time after the date that is six months following the listing date, we must pay 115% of the then-applicable liquidation amount.

In addition, no funds are advanced under the facility unless and until our common stock is listed and the other conditions to closing are satisfied, including effectiveness of a registration statement covering the underlying common stock, stockholder approval of the issuance of all Series B Convertible Preferred Stock issuable under the full commitment and of common stock issuable in excess of the Nasdaq exchange cap, and the filing and approval of the certificate of designation by the Nevada Secretary of State. We can give no assurance that those conditions will be satisfied, and if they are not, we will not receive any proceeds under the facility and will need to obtain financing from other sources, which may not be available on acceptable terms or at all.

If our shares of common stock become subject to the penny stock rules, it would become more difficult to trade our shares.

The Securities and Exchange Commission, or the SEC, has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. If we do not retain a listing on NASDAQ or another national securities exchange and if the price of our common stock is less than $5.00, our common stock could be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore shareholders may have difficulty selling their shares.

Risks Related to the Reverse Stock Split

The price of our common stock could be subject to rapid and substantial volatility.

There have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with recent public offerings, especially among those with relatively smaller public floats. As a smaller-capitalization company with a small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume, and less liquidity than larger-capitalization companies. In particular, our common stock may be subject to rapid and substantial price volatility, low volumes of trades, and large spreads in bid and ask prices. Such volatility, including any stock run-ups, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our shares of common stock.

In addition, if the trading volumes of our common stock are low, persons buying or selling in relatively small quantities may easily influence the price of our common stock. This low volume of trades could also cause the price of our common stock to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our common stock may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our common stock. As a result of this volatility, investors may experience losses on their investment in our common stock. A decline in the market price of our common stock could adversely affect our ability to issue additional shares of common stock or other of our securities and our ability to obtain additional financing in the future. There can be no assurance that an active market in our common stock will develop or be sustained. If an active market does not develop, holders of our common stock may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

The proposed reverse stock split may not help generate additional investor interest.

There can be no assurance that the proposed reverse stock split will result in a per share price that will attract institutional investors or investment funds or that such share price will satisfy the investing guidelines of institutional investors or investment funds.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that are based on our management’s beliefs, expectations, and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. The forward-looking statements are contained principally in, but not limited to, the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the heading “Risk Factors” and elsewhere in this prospectus. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Although we will become a public company after this offering and have ongoing disclosure obligations under United States federal securities laws, except as required by applicable law, we do not intend to update or otherwise revise the forward-looking statements in this prospectus, whether as a result of new information, future events or otherwise.

USE OF PROCEEDS

The Registered Stockholders may, or may not, elect to sell shares of our common stock covered by this prospectus. 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. See “Principal and Registered Stockholders.”

DIVIDEND POLICY

We have not declared or paid any cash dividends and does not intend to pay cash dividends in the near future on the shares of common stock. Cash dividends, if any, that may be paid in the future to holders of common stock will be payable when, as and if declared by our board of directors, based upon the board’s assessment of our financial condition, our earnings, our need for funds, whether any preferred stock is outstanding, to the extent the preferred stock has a prior claim to dividends, and other factors including any applicable laws. We are not currently a party to any agreement restricting the payment of dividends.

CAPITALIZATION

The following table sets forth as of June 30, 2026 (i) our capitalization; and (ii) our Pro Forma As Adjusted capitalization reflecting 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 September 18, 2026 for net proceeds of $924,000.

The information below is illustrative only, and our capitalization following the completion of this offering will be adjusted based on the actual public offering price and other terms of the offering determined at the pricing of this offering. 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, 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 closing that occurs on the date our common stock is first listed. 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.

The share and dollar amounts in the table above are presented after giving effect to the reverse stock split. The Company had 13,052,103 post reverse split shares of common stock outstanding as of September 18, 2026, and the table excludes (i) 2,132,500 shares post reverse split issuable upon the exercise of outstanding options, of which 1,768,750 were vested, and (ii)  2,249 post reverse split shares of common stock issuable upon the exercise of outstanding warrants. These numbers are based on a post-split basis.

The information above is illustrative only and our capitalization following the completion of this direct listing will be adjusted based on the actual public offering price and other terms of this offering determined at pricing, assumes no exercise of the Representative’s over-allotment option.

You should read this table in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included elsewhere in this prospectus.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis summarize the significant factors affecting our operating results, financial condition, liquidity and cash flows of our company as of and for the periods presented below. The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this prospectus. The discussion contains forward-looking statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this prospectus, particularly in the sections titled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements”.

OUR COMPANY

General

Overview

Med-X, Inc. was incorporated in Nevada in February 2014 is engaged in the business of green scene product development, distribution, and marketing. Its business is expected to expand significantly since the closing of its merger with Pacific Shore Holdings, Inc. (“PSH” or “Pacific Shore”), its affiliate, on April 16, 2018. Med-X acquired this subsidiary through a merger in April of 2018. The Company is dedicated to providing innovative solutions in pest control and consumer wellness products, addressing the growing demand for sustainable alternatives across industries. Our product lines include Nature-Cide®, Thermal-Aid®, and Malibu Brands, each targeting unique market needs. Additionally, Med-X operates The MJT Network®, an online media platform providing cannabis-related content and advertising opportunities. Our business model leverages strategic partnerships, e-commerce platforms, and direct sales to generate revenue. By combining innovative product development with an emphasis on environmentally conscious practices, Med-X is positioned to capitalize on expanding market opportunities in the natural products sector. 

We have developed a series of natural “green” branded products under division names Nature-Cide®, Thermal-Aid®, and Malibu Brands. Nature-Cide® products are minimum risk botanical essential oil blends of indoor and outdoor pesticide/insecticide/repellent developed for multiple industries, including professional pest control, janitorial, hospitality, transportation, public health and agriculture, as well as the Hemp and Cannabis cultivation industry. Thermal-Aid®, Thermal-Aid Zoo® and the Thermal-Aid Headache Relief System® are 100% natural heating/cooling pain and physical therapy products for painful ailments affecting adults, children and animals. Nature-Cide® and Thermal-Aid® are distributed through ecommerce platforms and through national distribution outlets positioned around the United States. As set forth herein, the term “green” shall indicate that the Company is referring to products formulated primarily from plant-derived or naturally occurring ingredients intended as alternatives to certain synthetic chemical products. Malibu Brands are all-natural essential oil products, which also includes Hemp and CBD oil products which are not eligible for sale at this time, designed for various ailments and are still in the development stage. We also operate the MJT Network® through the Company’s online media platform, www.marijuanatimes.org, which publishes high quality media content regarding Cannabis to generate revenue from advertisers and traffic optimizing venues. The network includes smart phone and tablet applications and also publishes a daily news video through social and news applications. Med-X also plans, to the extent it is federally legal to do so, to cultivate high quality custom-bred Hemp and Cannabis for the medical market to treat such aliments as pain, sleep deprivation, appetite disorders, and neurological pathologies or their symptoms.

We plan to supply products to the agricultural and supply industries, including Nature-Cide® brands such as Nature-Cide’s® Pest Management X2 Plus and All-Purpose formulations, which were licensed to Med-X in 2014 and 2015. We also plan to do the same with our Nature-Cide special insecticidal soil, for which Med-X and Matthew Mills were recently issued a Patent. Nature-Cide is a minimum risk botanical essential oil insecticide/miticide/nematicide that repels and kills a wide variety of pests.

Our primary sources of revenue are expected to be revenue from Nature-Cide, Thermal-Aid Malibu Brands products and The Marijuana Times advertising dollars generated from content published on our media outlet, www.marijuanatimes.org, as well as through the sale of industry related merchandise. Currently the Company’s significant revenue is generated through Nature-Cide and Thermal-Aid. Malibu Brands has been growing steadily since its launch in the second half of 2021, while The MJT Network revenue is currently immaterial. 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. Nature-Cide generates its revenue mostly through direct sales to distributors, both domestically and internationally, while Thermal-Aid generates revenue through distribution channels while continuing to increase its sales activity via ecommerce channels.

Revenues are earned from selling products to customers and distributors using (i) the Amazon eCommerce portal other online portals; (ii) our owned and operated eCommerce website; (iii) third party distributors; and, (iv) on occasion, direct to end user. Our earnings process is considered complete upon receipt of payment from the customer when the customer is the end user (sales generated on our eCommerce website, eCommerce reseller portals or direct to end user), and upon issuance of an invoice to our distribution partners, provided shipment and/or delivery of the purchased products has been made to the customer, with respect to sales processed online; or shipment of the product for sales made to distributors or direct to end user consumers. Revenue from our MJT Network and Malibu brands operations are immaterial to our earnings process and are recorded once the transaction is considered complete.

Management also believes that substantial revenue can be earned from the online sale of Nature-Cide® and other products and services to medicinal use patients who are engaged in legal Hemp and Cannabis cultivation as well as the Hemp and Cannabis agricultural business, including indoor greenhouse operations. We may also earn revenue from providing consulting services to other Hemp and Cannabis industry participants. In the long run, revenue is anticipated from our ongoing product sales as well as planned Hemp and Cannabis compound identification and extraction system and our planned Cannabis products, assuming it is federally legal to do so and our research and development of those planned products and services are successful. No revenue is expected from the sale of Hemp and Cannabis or medicinal Hemp and Cannabis compounds for medical or recreational use until such sale is federally legal to do so. Management believes it will eventually see revenue from growing, harvesting and selling high quality, custom-bred Hemp and Cannabis for the California medical and recreational Hemp and Cannabis markets. As a California grower, we will approach other markets that become federally legal available in the future, if any.

Our operational expenditures are also related to development of The Marijuana Times platform, marketing costs associated with getting users to join our network and engage with other users, and the costs related to being a fully reporting company with the SEC. Since its inception in 2015, The Marijuana Times has built a growing network of users. This growth has been aided by the growing use of mobile applications and the popularity of the Cannabis legalization movement among young adults.

Recent Developments

Settlement of GEM Financing Arrangements

On August 26, 2026, Med-X, Inc. (the “Company”) entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) with GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (collectively, the “GEM Parties”) relating to the Company’s August 5, 2021 Share Purchase Agreement, related Warrant and Registration Rights Agreement (collectively, the “Prior GEM Documents”).

The Share Purchase Agreement expired or terminated by its terms on or about August 5, 2026. Under the Settlement Agreement, upon the earlier of the Company’s public listing or the closing of an Alternative Transaction, the Company will pay the GEM Parties $400,000 in cash. Upon receipt or deemed timely tender of the settlement amount, all remaining rights under the Prior GEM Documents, including the Warrant and Registration Rights Agreement, will be terminated and released.

Until payment, the GEM Parties are subject to a standstill with respect to the Warrant and Registration Rights Agreement. If the Company fails to make the required payment and such failure remains uncured for five business days after notice, the standstill terminates and the GEM Parties may exercise the rights under the Warrant and Registration Rights Agreement that they contend survived expiration of the Share Purchase Agreement. No default charge, liquidated damages, penalty or additional cash amount applies, and the expired Share Purchase Agreement does not revive.

No securities are being issued in connection with the Settlement Agreement.

Strategic Relationship with Mosquito Authority and Pest Authority

On June 1, 2026, we announced that we had secured a strategic relationship with Mosquito Authority and Pest Authority, each a franchise brand operated by Main Line Brands, LLC. Mosquito Authority and Pest Authority together constitute one of the largest pest control franchise systems in North America, with over 500 franchise territories spanning 39 states and Canada. Mosquito Authority was founded in 2002 and covers over 540 territories in the United States, Canada and Puerto Rico, offering residential mosquito and tick elimination services. Pest Authority covers nearly 275 territories in the United States and Puerto Rico, providing all-season residential and commercial pest control and prevention services.

Following months of rigorous field testing by Mosquito Authority and Pest Authority, our Nature-Cide X2 Plus product was selected as their preferred all-natural pest control solution as part of a company-wide initiative to integrate natural pest control options across their service offerings. Nature-Cide Pest Management X2 Plus is formulated using essential oils and naturally derived ingredients and is designed to kill by contact and repel a wide variety of pests, including mosquitoes, ticks, fleas, ants and other common insects. The product is intended for use in Mosquito Authority's and Pest Authority's residential and commercial service applications.

Under the terms of the strategic relationship, we will support the rollout of Nature-Cide X2 Plus across the Mosquito Authority and Pest Authority franchise networks through dedicated marketing, advertising and franchisee education programs. We believe this strategic relationship has the potential to drive meaningful recurring revenue as Nature-Cide X2 Plus is integrated into the standard service offerings of Mosquito Authority and Pest Authority franchisees across North America. However, there can be no assurance that this strategic relationship will result in significant revenue or that Mosquito Authority and Pest Authority franchisees will adopt Nature-Cide X2 Plus at the levels we anticipate. The strategic relationship is subject to various risks, including, but not limited to, franchisee adoption rates, consumer demand for natural pest control solutions, competitive conditions in the pest control industry and the ability of our products to perform effectively at scale across diverse geographic and environmental conditions. See "Risk Factors" for a discussion of risks related to our business and this strategic relationship.

Med-X has undertaken several strategic initiatives to strengthen its market position and operational capabilities:

The following summarizes the results of our operations for the three months ended June 30, 2026, and June 30, 2025.

For the Three Months Ended June 30, 2026 and June 30, 2025

Revenue. Revenue for the three months ended June 30, 2026 was $508,148 compared to $459,286 for the three months ended June 30, 2025. The increase in revenue of $48,862 is attributable mainly due to higher Nature-Cide growth of $103,201, lower Thermal-Aid revenue of $40,767 in addition to a decrease of Malibu Brands of $13,572. The increase in revenue for the three months ended June 30, 2026, was driven by changes within the Company’s primary product lines. Revenue from the Thermal-Aid product line decreased due to approximately 11% decrease in sales volume across most products, reflecting a decrease in customer demand. Revenue from the Nature-Cide product line increased approximately 35% while the total number of units sold remained relatively consistent in terms of sales volume. The Company did see an increase in sales of products with higher price points and a decrease in sales of products with lower price points which contributed to increased revenue. As a result, the increase in total revenue was primarily attributable to higher overall Nature-Cide unit sales and pricing adjustments within the Nature-Cide product line. This was offset by the decrease of Thermal-Aid and Malibu Brands volume decrease. Costs of goods sold were $297,564 and $306,989, respectively in the three months ended June 30, 2026, and 2025. The decrease in the costs of goods sold is in direct correlation to the product mix in Nature-Cide and Thermal-Aid revenues.

As of June 30, 2026, the Company’s trade accounts receivable was $238,442 from 36 customers. For the three months ended June 30, 2026, the Company received 68% of its revenue from three customers specifically, BWI, Veseris and Target Specialty Products.

As of June 30, 2025, the Company’s trade accounts receivable was $194,700 from 32 customers. For the three months ended June 30, 2025, the Company received 56 % of its revenue from three customers : specifically, Veseris. Target Specialty Products and Ensystex.  

Supplier Concentrations. As of June 30 , 2026, and 2025, the Company made purchases from 1 major supplier that accounted for 82% and 71% of the cost of goods, respectively.

Operating Expenses. 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. This was in addition to a decrease in Sales and Marketing expenses during the period primarily related to advertising and promotions.

Other Income/(Expense). Other income in each of the three months ended June 30, 2026, and 2025 was limited to interest expense of $11,718 and $16,448, respectively.

Net Loss. Net loss for the three months ended June 30, 2026, was $1,207,882 compared to $3,153,668 for the three months ended June 30 , 2025. This decrease in net loss is due to a substantial decrease in share-based compensation costs of $1,923,000 associated with consulting services expense settled in the issuance of shares of common stock, as well as costs associated with a decrease in product testing and certification in addition to other operating expense decreases in digital marketing and customer acquisition efforts. Currently operating costs exceed revenue due to revenue growing at a slower pace than anticipated. We cannot assure when or if revenue will exceed operating costs.

For the Six Months Ended June 30, 2026, and 2025

Revenue. Revenue for the six months ended June 30, 2026 was $1,030,263 compared to $885,520 for the six months ended June 30, 2025. The increase in revenue of $144,743 is attributable mainly due to higher Nature-Cide growth of $165,763, lower Thermal-Aid revenue of $4,930 in addition to a decrease of Malibu Brands of $16,090. The increase in revenue for the six months ended June 30, 2026, was driven by changes within the Company’s primary product lines. Revenue from the Thermal-Aid product line decreased due to approximately 7% decrease in sales volume across most products, reflecting a decrease in customer demand. Revenue from the Nature-Cide product line increased approximately 34% while the total number of units sold remained relatively consistent in terms of sales volume. The Company did see an increase in sales of products with higher price points and a decrease in sales of products with lower price points along with the addition of new customers which contributed to increased revenue. As a result, the increase in total revenue was primarily attributable to higher overall Nature-Cide unit sales and pricing adjustments within the Nature-Cide product line. This was offset by the decrease of Thermal-Aid and Malibu Brands volume decrease. Costs of goods sold were $734,212 and $633,746, respectively in the six months ended June 30, 2026, and 2025. The increase in the costs of goods sold is in direct correlation to the product mix in Nature-Cide and Thermal-Aid revenues.

As of June 30, 2026, the Company’s trade accounts receivable was $238,442 from 36 customers. For the six months ended June 30, 2026, the Company received 40% of its revenue from three customers specifically, BWI, Veseris and Target Specialty Products. 

As of June 30, 2025, the Company’s trade accounts receivable was $194,700 from 32 customers. For the six months ended June 30, 2025, the Company received 37% of its revenue from two customers: specifically, Veseris. And Target Specialty Products. 

Supplier Concentrations. As of June 30, 2026, and 2025, the Company made purchases from 1 major supplier that accounted for 82% and 80% of the cost of goods, respectively.

Operating Expenses. Operating expenses for the six months ended June 30, 2026 were $7,934,668 as compared to $4,361,751 for the six months ended June 30, 2025. The increase of $3,572,917 in operating expenses is almost entirely non-cash items,attributable mainly to a significant increase related to the issuance of Stock Options Grants of $5,079,220 offset somewhat by a decrease in share-based compensation costs of $1,923,000 associated with consulting services expense settled in the issuance of shares of common stock. This was in addition to a decrease in Sales and Marketing expenses during the period primarily related to advertising and promotions.

Other Income/(Expense) . Other income in each of the six months ended June 30, 2026, and 2025 was limited to interest expense of $23,411 and $28,079, respectively.

Net Loss . Net loss for the six months ended June 30, 2026, was $7,662,028 compared to $4,138,056 for the six months ended June 30, 2025. This increase in net loss is primarily non-cash. Stock-based compensation of $5,079,220 on the January and March 2026 stock option grants, compared with $1,923,000 of consulting services expense settled in shares of common stock and $3,624 of option expense in the 2025 period, accounts for $3,152,596 of the increase; the remainder reflects $467,591 of higher general and administrative expense excluding equity compensation, partly offset by higher gross profit and lower sales and marketing and interest expense. Currently operating costs exceed revenue due to revenue growing at a slower pace than anticipated. We cannot assure when or if revenue will exceed operating costs.

For the Years Ended December 31, 2025 and December 31, 2024

The following summarizes the results of our operations for the years ended December 31, 2025 and December 31, 2024.

For the Years Ended December 31, 2025 and December 31, 2024

Revenue. Revenue for the fiscal year ended December 31, 2025 was $1,987,181 compared to $1,730,284 for the fiscal year ended December 31, 2024. The increase in revenue of $256,897 is attributable mainly due to higher Nature-Cide growth of $152,920, higher Thermal-Aid growth of $113,439 offset by a slight decrease of Malibu Brands of $9,462. The increase in revenue for the year ended December 31, 2025 was driven by changes within the Company’s primary product lines. Revenue from the Thermal-Aid product line increased due to approximately 12% growth in sales volume with a 10% price increase across most products, reflecting an increase in customer demand. Revenue from the Nature-Cide product line increased approximately 18% while the total number of units sold remained relatively consistent in terms of sales volume. The Company did see an increase of sales in products with higher price points and a decrease in sales of products with lower price points which contributed to increased revenue. As a result, the increase in total revenue was primarily attributable to higher overall Thermal-Aid unit sales and pricing adjustments within the Nature-Cide and Thermal-Aid product line. Costs of goods sold were $1,617,394 and $1,429,200, respectively in the years ended December 31, 2025 and 2024. The increase to costs of goods sold is in direct correlation to the increase in revenues.

As of December 31, 2025, the Company’s trade accounts receivable was $128,344 from 59 customers. For the year ended December 31, 2025, the Company received 31% of its revenue from two customers; specifically 12% from Target Specialty Products and 19% from Veseris.

As of December 31, 2024, the Company’s trade accounts receivable was $83,157 from 59 customers. For the year ended December 31, 2024, the Company received 29% of its revenue from two customers: specifically, 16% from Target Specialty Products and 13% from Veseris. 

Supplier Concentrations. As of December 31, 2025, and 2024, the Company made purchases from 2 major suppliers that accounted for 80% and 76% of the cost of goods, respectively.

Operating Expenses. Operating expenses for the year ended December 31, 2025 were $7,276,692 as compared to $10,065,931 for the year ended December 31, 2024. The decrease of $2,789,239 in operating expenses is attributable to a significant decrease in costs associated with consulting fees of $3,213,528 paid through issuance of shares as the Company’s dependence on these consultants’ services which were significantly higher in the prior period due to non-cash stock-based compensation issued in exchange for consulting services. These consulting services included advisory support related to product development, regulatory engagement, business development, and operational strategy. The issuance of equity for these services was largely completed in prior periods and represented non-recurring, upfront compensation. As a result, consulting expenses decreased in the current period as the Company issued substantially fewer shares of common stock for such services. While certain consultants continue to provide services to the Company, they do so in a more limited capacity. This decrease was offset by Sales and Marketing expenses increasing during the period primarily due to higher spending on digital marketing campaigns, customer acquisition efforts, and expanded promotional activities intended to support increased product sales. These efforts were focused on driving demand for the Company’s Nature-Cide and Thermal-Aid product lines and contributed to the increase in revenue during the period. 

Other Income/(Expense). Other expense for the years ended December 31, 2025 and 2024 consisted of interest expense of $53,468 and $56,594, respectively, offset in 2024 by a $30,000 gain on the disposal of assets.

Net Loss. Net loss for the year ended December 31, 2025, was $6,960,373 compared to $9,791,441 for the year ended December 31, 2024. This decrease in net loss is due to a substantial decrease in costs paid to consultants in the form of shares issued for services, partially offset by increased travel expenses, costs associated with an increase in product testing and certification and other operating expense increases. Currently operating costs exceed revenue due to revenue growing at a slower pace than anticipated. We cannot assure when or if revenue will exceed operating costs. Operating expenses for the years ended December 31, 2025, and 2024 include non-cash compensation expenses in the form of shares issued or issuable for consulting fees valued at $2,298,000 and $5,511,528, respectively.

Liquidity and Capital Resources

We had cash and equivalents of $1,499,141 and $270,079 at June 30, 2026 and December 31, 2025, respectively. The increase in cash is primarily related to cash raised under our offerings by the sale of common stock. We raised net proceeds of $3,889,744 from the sale of common stock during the six months ended June 30, 2026, compared to $2,580,018 during the six months ended June 30, 2025. We had working capital of $1,770,896 at June 30, 2026. During the six months ended June 30, 2026, we used $2,723,485 of cash in operating activities, compared to $2,398,040 used during the six months ended June 30, 2025. There was no cash used in investing activities during the six months ended June 30, 2026, compared to $637 for the purchase of equipment during the six months ended June 30, 2025. Cash provided by financing activities during the six months ended June 30, 2026 was $3,952,547, of which $3,889,744 related to the issuance of shares of common stock from our offerings and $71,413 related to borrowings under our line of credit, offset by repayments on debt of $8,610, compared to $2,649,944 during the six months ended June 30, 2025.

We had cash and equivalents of $270,079 and $198,185 at December 31, 2025 and 2024, respectively, the increase in cash balance at year end is primarily related to an increase cash raised under our offerings by the sale of common stock. We raised proceeds of $5,171,730 and $4,691,001 from the sale of common stock in the years ended December 31, 2025, and 2024, respectively. We had a working capital deficit of $410,749 and $464,493, respectively at December 31, 2025 and 2024. The decrease to working capital deficit is related to an increase in cash proceeds from offerings of our common stock and an increase to both inventory and prepaid expenses including amounts held in escrow as a result of our offerings and advances to suppliers.

During the year ended December 31, 2025, we used $5,123,527 cash for operating activities. During the year ended December 31, 2024, we used $4,578,716 cash for operating activities. A portion of the funds was used to pay general and administrative costs, inventory acquisitions, professional fees and sales and marketing activities. Noncash operating activities included compensation expenses in the form of shares issued or issuable for consulting fees valued at $2,298,000 and $5,511,528, respectively, as well as depreciation and amortization expenses and stock-based compensation with respect to amortization of issued stock options.

Cash provided by financing activities during the year ended December 31, 2025, was $5,204,111. Of this amount, $5,171,730 was related to the issuance of shares of common stock from our offerings, and borrowings under our line of credit of $48,519, offset by repayment of principal on debt of $16,138. Cash provided by financing activities during the year ended December 31, 2024, was $4,711,154. Of this amount, $4,691,001 was related to the issuance of shares of common stock from our offerings, repayment of principal on debt was $8,420, repayments to a related party line of credit were $49 and net borrowings under a line of credit were $28,622. Since our inception, our capital needs have primarily been funded from net proceeds from private placements and other equity offerings.

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.

In recent years, the Company has engaged certain investors and industry professionals to provide consulting and advisory services to support various aspects of its operations. In certain instances, these consultants have been compensated with shares of the Company’s common stock in lieu of cash in order to conserve the Company’s cash resources. Several of these consultants continue to provide advisory support to management on an ongoing basis.

Examples of such advisory relationships include Mary Kay Wilson, who also serves as a member of the Company’s Board of Directors and has assisted the Company in developing relationships and recognition in connection with mosquito control initiatives, including engagement with mosquito control districts and related agencies in Hawaii and other jurisdictions. Management believes these efforts have contributed to increased interest in the Company’s Nature-Cide® products among mosquito and vector control districts in certain regions, including Florida, where Nature-Cide products are being evaluated for potential use as adulticide, larvicide and barrier treatments. The Company is also in the preliminary stages of evaluating whether certain Nature-Cide products may be eligible for review by international organizations such as the World Health Organization as botanical pest control solutions; however, no assurance can be provided that any such recognition or approval will be obtained.

Another consultant, David Knutdson, has provided advisory support relating to the potential use of drone technology in the application of Nature-Cide products. Through these efforts, the Company has explored relationships with technology and drone service providers, including a relationship with Frontier Precision relating to potential drone applications within the pest control sector.

Additional consultants and advisors include Ted Kennedy, who has experience in finance, accounting and operational systems; Dr. Brent Johnson, who has assisted with product testing and development relating to the Thermal-Aid® product line; Eileen Rose and Daniel Robinson, who have provided introductions within the construction and development industry relating to potential termite treatment applications for new construction projects; and Lawrence Schmidt, who has provided advisory input regarding aviation and technology matters. Other consulting shareholders and advisors include Duane Stensrud, Thomas Camera, David Dahn, Robert Digess, Scott Winn and Firas Abdeliawad, each of whom maintains an advisory relationship with the Company’s founder and Chief Executive Officer, Matthew Mills, and may from time to time provide informal advice on business matters.

Other ongoing consulting shareholders include, Duane Stensrud, Thomas Camera, David Dahn, Robert Digess, Scott Winn and Firas Abdeliawad have a personal advisory relationship with the Med-X founder and CEO Matthew Mills, who calls on them frequently for advice on business matters and personal mentorship. 

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, including through an offering of securities on Form 1-A, as well as private placements from accredited investors.

Line of Credit

On November 27, 2012, PSH entered into a Loan and Security Agreement (the “Loan Agreement”) and a promissory note (the “Note”) with Crestmark Bank. The maximum amount that can be borrowed under the Promissory Note is $1,500,000. The Loan Agreement establishes the collateral and required terms for establishing a factoring of Accounts Receivable. Applicable Accounts Receivable are collected 87% up-front from Crestmark Bank, 13% collected upon customer payment, and deduction of fees by Crestmark Bank are paid as a deduction against factored amounts remitted to the Company. Interest on the outstanding balance is calculated at two (2%) percent above Prime Rate (6.75% as of each of June 30, 2026 and December 31, 2025). At no time will the rate be lower than five and one quarter (5.25%) percent per annum. The Loan Agreement calls for a security interest in the assets of the Company such as Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for any of the foregoing. The Company also agreed to certain fees such as loan fees, late reporting fees, lockbox fees, documentation fees, maintenance fees and an exit fee. Crestmark name has changed to Pathward bank.

As of June 30, 2026, December 31, 2025 and December 31, 2024, the outstanding balance was $169,189, $97,776 and $49,257, respectively.

Line of Credit – Related Party

On August 6, 2022, the Company entered into a Line of Credit Agreement (the “Line of Credit Agreement”) with two of its executive officers (collectively the “Lenders”). The Line of Credit Agreement provides for advances as needed up to a maximum of $500,000 for working capital. As originally executed, the amount outstanding on the Line of Credit Agreement was due and payable on the earlier to occur of (a) event of default or (b) the effective date the Company lists on a public stock exchange or one year from the execution date. The Line of Credit Agreement is supported by issuance of a Promissory Note to the Lenders for any amounts advanced thereunder.

Events of default under the terms of the agreement include nonpayment of principal or interest, when due, subject to a five (5) day cure period; voluntary or involuntary bankruptcy or receivership or declaration of insolvency; misrepresentation in the Line of Credit Agreement or documentation; material defaults under any term of the Line of Credit Agreement which has been noticed and remains uncured for thirty (30) days.

On August 1, 2023, Med-X and the Lenders agreed to an Amendment to the Line of Credit Agreement such that Maturity was the earlier of (a) the effective date the Company lists on a public stock exchange or (b) on demand upon thirty (30) days written notice by the Lenders. Effective April 13, 2026, Med-X and the Lenders further amended the obligation so that the entire principal indebtedness, together with all accrued and unpaid interest, is due and payable in full on April 13, 2028. On September 8, 2026, the Company and the Lenders entered into a Third Amendment to Promissory Note and Line of Credit Agreement, which restates the definition of Maturity Date in the Line of Credit Agreement as April 13, 2028 and limits voluntary prepayment before that date. The Company may prepay the outstanding principal in whole or in part prior to maturity, without premium or penalty, only if all principal, accrued interest, fees and other amounts then due and payable to Streeterville Capital, LLC have been paid in full and the Company determines in good faith, evidenced by a written certification of its Chief Financial Officer, that the prepayment would not reasonably be expected to cause, contribute to or exacerbate substantial doubt regarding its ability to continue as a going concern for the twelve months following the prepayment and would not materially impair its ability to pay its obligations as they become due. These restrictions apply only to voluntary prepayments before the Maturity Date and do not change the Maturity Date.  As of June 30, 2026, December 31, 2025 and December 31, 2024, the Company has drawn $499,617 against the Line of Credit Agreement and incurred interest expenses of $19,430 and $22,248 for the six months ended June 30, 2026 and 2025, respectively, and $42,909 and $47,240 for the years ended December 31, 2025 and 2024, respectively. Included in accounts payable as of June 30, 2026, December 31, 2025 and December 31, 2024 are interest payable of $5,695, $5,805 and $5,717, respectively.  As a result of the April 13, 2026 amendment, the $499,617 of principal outstanding is classified as a non-current liability as of June 30, 2026; the corresponding balance as of December 31, 2025 remains classified as a current liability. Additionally, the Promissory Note is a debt obligation and does not include any conversion features. The outstanding balance under the Promissory Note will not be converted into shares of the Company’s common stock in connection with the Company’s direct listing or otherwise.

Securities Purchase Agreement – Streeterville Capital, LLC

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. At the closing, which occurs 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, 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 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 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. 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.

Without additional proceeds from private placements and both pending and current offerings we cannot assure you that we will have sufficient capital to finance our growth and business operations or that such capital will be available on terms that are favorable to us or at all. We are currently incurring operating deficits that are expected to continue for the foreseeable future.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management’s judgment in their application. The impact and any associated risks related to these policies on our business operations is discussed throughout management’s Discussion and Analysis or Plan of Operation where such policies affect our reported and expected financial results. Note that our preparation of the financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

Revenue Recognition

The Company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods or services. In determining when and how revenue is to be recognized from contracts with customers, the Company performs the following five step analysis laid under Accounting Standard Codification (“ASC”) 606, Revenue from Contracts with Customers: (1) identification of contract with customers, (2) determination of performance obligations, (3) measurement of the transaction price, (4) allocation of transaction price to the performance obligations, and (5) recognition of revenue when or as the Company satisfies each performance obligation.

The Company generates revenues from selling its products to customers and distributors using (i) the Amazon eCommerce portal; (ii) its owned and operated eCommerce website; (iii) third party distributors; and (iv) on occasion, direct to end user. The Company considers its performance obligations satisfied upon shipment of the purchased products to the customer with respect to sales processed by third party fulfilment centers and delivery of the product for sales made to distributors or direct to end user. Returns of products from customer purchases using the Amazon resale portal are refunded by Amazon to the customer and products are returned to the Company’s warehouse inventory with no restocking fees incurred by the customer. The Company evaluates returns from customers purchasing products using its eCommerce site on a case-by- case basis and generally will issue a replacement product in the limited cases of product returns. Returns by distributors or direct to end user customers are also reviewed on a case-by-case basis for product replacement if the Company determines it is warranted. The Company has no policy requiring cash refunds. Revenue also includes immaterial advertising sales from our online media platform.

Segment Information

Operating segments are comprised of the components of an entity in which separate information is available for evaluation by the Company’s chief operating decision maker, or group of decision makers, in determining how to allocate resources in evaluating performance. The Company is organized primarily by product line and has determined it has a single operating segment which includes online sales via our managed ecommerce site, distributor sales and reseller sales via Amazon, of a like line of products, which have an intertwined production and distribution model and are distributed from one operating location. The Company derives immaterial revenue from advertising sales from our online media platform “MJT Network®”.

The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer. The accounting policies for our product lines include revenue recognition applicable to both wholesale and retail (on-line) product sales and revenue is recognized in full at the time of the transfer of goods. The CODM evaluates the performance of the single operating segment based on the Company’s net income (loss) as reported in the Statements of Operations and allocates resources based on consumer demand for product lines, expected marketing costs to engage consumers and underlying costs of products sold. The Company’s segment assets, including inventory and intangible assets, are reported on the Balance Sheets.

The CODM reviews performance based on gross profit, operating profit, and net earnings. Operating profit is reviewed to monitor the operating and administrative expenses of the Company. Profitability is important to the Company’s ability to grow and expand operations and strategic initiatives. Accordingly, the CODM considers operating expenses, and other income (expenses) of our single operating segment as reported on the statement of operations and considers our current and total assets as recorded on the balance sheet. There are no additional expenses or asset information that are supplemental to those disclosed in these consolidated financial statements that are regularly provided to the CODM.

Stock Based Compensation Expense

The Company accounts for stock-based compensation to both employees and non-employees in accordance with ASC 718, Compensation - Stock Compensation. Under the fair value recognition provisions of ASC 718, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period, which is generally the option vesting period. The Company uses the Black-Scholes option pricing model to determine the fair value of stock options. Stock issued to third-party consultants is recorded at the estimated grant date fair value of the underlying common stock.

Implications of being an Emerging Growth Company

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not “emerging growth companies” including, but not limited to:

We intend to take advantage of these and other exemptions available to “emerging growth companies.” We could remain an “emerging growth company” until the earliest of (i) the last day of our fiscal year following the fifth anniversary of the closing of this offering, (ii) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion, (iii) the last day of our fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (which would occur if the market value of our equity securities that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter), or (iv) the date on which we have issued more than $1 billion in nonconvertible debt during the preceding three-year period.

The JOBS Act permits an “emerging growth company” like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. This means that an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to delay such adoption of new or revised accounting standards.

Smaller Reporting Company

We are also a “smaller reporting company,” meaning that the market value of our stock held by non-affiliates is less than $700 million as of the last trading day of our second quarter and our annual revenue is less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million as of the last trading day of our second quarter or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million as of the last trading day of our second quarter. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies.

NASDAQ Listing

We intend to list our common stock on NASDAQ. There is no assurance that our listing application will be approved by NASDAQ. If our application to NASDAQ is not approved or we otherwise determine that we will not be able to secure the listing of our common stock on NASDAQ, we will not complete the offering.

BUSINESS

Overview

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. On April 16, 2018, we completed the Merger with Pacific Shore Holdings, Inc. (“PSH” or “Pacific Shore”), pursuant to which PSH became our 99% owned subsidiary, on April 16, 2018. We have developed a series of natural “green” branded products under division names Nature-Cide®, Thermal-Aid®, and Malibu Brands. Nature-Cide® products are minimum risk botanical essential oil blends of indoor and outdoor pesticide/insecticide/repellent developed for multiple industries, including professional pest control, janitorial, hospitality, transportation and agriculture, public health as well as the Hemp and Cannabis cultivation industry. Thermal-Aid®, Thermal-Aid Zoo® and the Thermal-Aid Headache Relief System® are 100% natural heating/cooling pain and physical therapy products for painful ailments affecting adults, children and animals. Nature-Cide® and Thermal-Aid® are distributed through ecommerce platforms and through national distribution outlets positioned around the United States. As set forth herein, term “green” shall indicate that the Company is referring to products formulated primarily from plant-derived or naturally occurring ingredients intended as alternatives to certain synthetic chemical products. Malibu Brands are all-natural essential oil products, which also includes Hemp and CBD oil products which are not eligible for sale at this time, designed for various ailments and are still in the development stage. We also operate the MJT Network® through the Company’s online media platform, www.marijuanatimes.org, which publishes high quality media content regarding Cannabis to generate revenue from advertisers and traffic optimizing venues. The network includes smart phone and tablet applications and also publishes a daily news video through social and news applications. Med-X also plans, to the extent it is federally legal to do so, to cultivate high quality custom-bred Hemp and Cannabis for the medical market to treat such aliments as pain, sleep deprivation, appetite disorders, and neurological pathologies or their symptoms. Our products may be used in a variety of agricultural applications, including by legally operating hemp or cannabis cultivators where permitted by applicable law. We do not track the specific end use of our products by customers, and any direct engagement with such operators will depend on regulatory developments and market opportunities.

Besides supplying Nature-Cide® products to pest control, hospitality, janitorial and agricultural industries, Med-X, Inc. currently markets and sells its products for general pest control and agricultural applications. The Company does not track or control the specific end use of its products by customers once sold.

From time to time, customers operating in a variety of agricultural sectors, including those involved in hemp or cannabis cultivation, where permitted by applicable law, may purchase the Company’s products for general pest control or agricultural purposes. The Company does not currently target, market directly to, or otherwise participate in the cultivation, processing, or sale of hemp or cannabis products.

To the extent permitted by applicable federal and state laws in the future, the Company may evaluate potential opportunities to supply its products to legally operating hemp or cannabis agricultural operators. Any such activities would depend on regulatory developments and market opportunities, and there can be no assurance that the Company

The Company may also evaluate potential future opportunities related to hemp-derived compounds or other botanical applications; however, any such initiatives would be subject to applicable regulatory frameworks and may not occur.

We plan to supply products to the agricultural and supply industries, including Nature-Cide® brands such as Nature-Cide’s® Pest Management X2 Plus and All-Purpose formulations, which were licensed to Med-X in 2014 and 2015. We also plan to do the same with our Nature-Cide special insecticidal soil, for which Med-X and Matthew Mills were recently issued a Patent. Nature-Cide® is an all-natural essential oil insecticide/miticide/nematicide that repels and kills a wide variety of pests, including insects that are commonly known to damage agriculture crops which also includes Hemp and Cannabis crops. Nature-Cide® is owned, manufactured and distributed by PSH.

Our primary sources of revenue are expected to be revenue from Nature-Cide, Thermal-Aid Malibu Brands products and The Marijuana Times advertising dollars generated from content published on our media outlet, www.marijuanatimes.org, as well as through the sale of industry related merchandise. Currently the Company’s significant revenue is generated through Nature-Cide and Thermal-Aid. Malibu Brands has been growing steadily since its launch in the second half of 2021, while The MJT Network revenue is currently immaterial. During the six months ended June 2025, Nature-Cide accounted for approximately 54.4% of our revenue, Thermal-Aid accounted for approximately 43.6% of our revenue, Malibu Brands accounted for 2.0% of our revenue. Nature-Cide generates its revenue mostly through direct sales to distributors, both domestically and internationally, while Thermal-Aid generates revenue through distribution channels while continuing to increase its sales activity via ecommerce channels.

Revenues are earned from selling products to customers and distributors using (i) the Amazon eCommerce portal other online portals; (ii) our owned and operated eCommerce website; (iii) third party distributors; and, (iv) on occasion, direct to end user. Our earnings process is considered complete upon receipt of payment from the customer when the customer is the end user (sales generated on our eCommerce website, eCommerce reseller portals or direct to end user), and upon issuance of an invoice to our distribution partners, provided shipment and/or delivery of the purchased products has been made to the customer, with respect to sales processed online; or shipment of the product for sales made to distributors or direct to end user consumers. Revenue from our MJT Network and Malibu brands operations are immaterial to our earnings process and are recorded once the transaction is considered complete.

Management also believes that substantial revenue can be earned from the online sale of Nature-Cide® and other products and services to medicinal use patients who are engaged in legal Hemp and Cannabis cultivation as well as the Hemp and Cannabis agricultural business, including indoor greenhouse operations. We may also earn revenue from providing consulting services to other Hemp and Cannabis industry participants. In the long run, revenue is anticipated from our ongoing product sales as well as planned Hemp and Cannabis compound identification and extraction system and our planned Cannabis products, assuming it is federally legal to do so and our research and development of those planned products and services are successful. No revenue is expected from the sale of Hemp and Cannabis or medicinal Hemp and Cannabis compounds for medical or recreational use until such sale is federally legal to do so. Management believes it will eventually see revenue from growing, harvesting and selling high quality, custom-bred Hemp and Cannabis for the California medical and recreational Hemp and Cannabis markets. As a California grower, we will approach other markets that become federally legal available in the future, if any.

Our operational expenditures are primarily related to development of The Marijuana Times platform, marketing costs associated with getting users to join our network and engage with other users, and the costs related to being a fully reporting company with the SEC. Since its inception in 2015, The Marijuana Times has built a growing network of users. This growth has been aided by the growing use of mobile applications and the popularity of the Cannabis legalization movement among young adults.

Acquisition of Pacific Shore.

In April 2018, Med-X closed an Agreement of Merger and Plan of Reorganization with its affiliate, Pacific Shore, pursuant to which Pacific Shore has become a wholly owned subsidiary of the Company. The Merger did not result in significant dilution to Med-X shareholders upon its closing on April 16, 2018. In order to prevent dilution to existing Med-X shareholders, our current Chairman and Chief Executive Officer, Mr. Mills, and PSH collectively tendered to Med-X for cancellation approximately 55 million outstanding shares of Med-X common stock on the closing. Upon closing of the Merger, we issued to Mr. Mills 10,000 shares of newly authorized super-voting Series A Preferred Stock, having de minimus economic rights (i.e. no conversion right, no dividend rights, and virtually no liquidation preference), but conferring on him 51% voting control of the Company. See “Business-Merger with Pacific Shore.” We plan to continue similar efforts to acquire other companies that have similar business models of developing natural products, as well as offering pest control services nationally. While acquisitions may form part of the Company’s long-term growth strategy, as of the date of this prospectus the Company has no active letters of intent, acquisition agreements, or other definitive arrangements relating to any potential acquisition targets. Accordingly, the Company is unable to provide a timeline for the completion of any future acquisitions. Any potential acquisitions would depend on the identification of suitable targets, the negotiation of acceptable terms, the availability of financing, and other customary conditions, and there can be no assurance that any such transactions will occur. 

The primary sources of revenue for Med-X and Pacific Shore moving forward are expected to be the proceeds from continued sales of Nature-Cide and Thermal-Aid through our national distribution channels. We also expect to generate revenue from advertising and the online sale of products on the Company’s media platform, www.marijuanatimes.org. We have launched various online sales venues for this purpose, such as www.nature-cide.com, www.thermalaidproducts.com, and www.malibu-brands.com. We plan to aggressively market our Nature-Cide and Thermal-Aid brands while positioning our media venue, www.marijuanatimes.org, to attract sponsorship and advertisers as well as companies that desire to utilize the crowdfunding initiatives under the Jobs Act. During this cycle, we plan to ramp up our ready-to-use consumer version of the Nature-Cide products scheduled to be on retail shelves in 2025 and 2026.

Nature-Cide.

Comprised of various essential oils such as cedar oil, cinnamon oil, clove oil, cottonseed oil and other botanical ingredients, Nature-Cide is a pleasantly aromatic, chemical free insecticide/pesticide/miticide/nematicide and repellent that kills or deters a variety of different pests, including cockroaches, bed bugs, ants, spider mites, white flies, caterpillars, and other pests associated pest control operations, janitorial, turf care, hospitality, transportation, public health and agriculture. Nature-Cide products are also proven in commercial and residential environments and kill or deter a wide variety of household insects including, flies, fleas, and mosquitoes, which sometimes can carry deadly diseases. The Company’s testing activities are designed to evaluate product performance under controlled and field conditions. These evaluations do not constitute clinical trials and are not intended to demonstrate statistically significant efficacy or to support regulatory approval. Actual results may vary based on environmental conditions and application methods.

Nature-Cide contains no harmful poisonous chemicals to humans most commonly found in many other insecticides and insect repellents. In addition to cedarwood oil, cinnamon oil, clove oil and cottonseed oil, Nature-Cide may also contain citronella oil, garlic oil, mint oil, peppermint oil, geranium oil, lemon grass oil, and rosemary oil, all of which are recognized by the Environmental Protection Agency (“EPA”) as FIFRA 25b MINIMUM RISK PESTICIDE compounds. Cedarwood oil is a natural repellent found to be effective in the states with swamps for eradicating mosquitoes without harming the ecosystem. By the same token, cinnamon oil is known in Guam for warding off snakes from train cars and shipping containers. One of our Nature-Cide formulas is an insecticide that kills various insects on contact, including but not limited to ants, fleas, mites, slugs, snails, silverfish, mosquitoes, cockroaches and a variety of other insects. The Nature-Cide Pest Management X2 Plus formula also acts as an effective repellent for other insects, reptiles and rodents.

Nature-Cide® is classified as a MINIMUM RISK PESTICIDE under Section 25(b) of the Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”). Under FIFRA Section 25(b), products meeting certain ingredient, formulation, and labeling requirements are considered “minimum risk pesticides” and are exempt from federal registration with the U.S. Environmental Protection Agency (“EPA”). Such products must still comply with all applicable state and local regulatory requirements, including any registration, labeling, or reporting obligations. The Company believes that Nature-Cide meets these federal requirements and is therefore exempt from EPA registration, but the product remains subject to state-level oversight in jurisdictions where it is distributed.

Unlike other repellents and insecticide products which contain toxic chemicals, Nature-Cide is safe for use in all environments when used as directed. Pacific Shore has developed several formulations of Nature-Cide for use indoors, outdoors, on humans, and on pets. As of July 31, 2014, the Nature-Cide All-Purpose and Pest Management X2 Plus insecticide formulations have been registered in states that require EPA registration if the Company sells in that state. In addition, the Colorado, Oregon and Washington Departments of Agriculture have approved the Nature-Cide All-Purpose product for use on cannabis crops grown in those states. The Company’s is developing multiple new formulations of Nature-Cide products which are yet registered and accordingly is not yet sold.

Nature-Cide®’s research and development and field testing has evolved into a Pest Management Service, a division of Pacific Shore Holdings, which is recognized and licensed in the State of California as a state applicator. Pacific Shore holds a Qualified Applicators License (#133658) issued by the California Department of Pesticide Regulation (“CDPR”) for agricultural and landscape pest management services in both commercial and residential settings. The Qualified Applicators License is valid through its expiration date of December 31, 2027, and to obtain such a license, individuals must meet education and training requirements, demonstrate knowledge of pesticide safety, application techniques, and applicable state and federal regulations. Pacific Shore maintains all applicable business and agricultural licenses required to operate pest management services in California in compliance with state law.

Nature-Cide products have been field tested for over eight years on ranch homes in the Santa Monica Mountains, from Bel Air to Malibu as well as being third party tested in laboratory settings. Nature-Cide’s research and development and field testing has evolved into a Pest Management Service, a division of Pacific Shore, and is now recognized and licensed in the State of California as a state applicator with a Qualified Applicators License # 133658 for agricultural and landscape use in commercial and residential settings. The Nature-Cide® products and services division provides general agricultural pest management products and related pest management services through its distribution partners, including to small hemp and cannabis cultivators in Southern California. The Company does not directly cultivate, distribute, or sell cannabis products, and any engagement with such operators is limited to the sale and application of general pest management products and services in compliance with applicable federal and state laws.

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 Collectively the pest management market encompasses a wide variety of sectors that encompass a substantial revenue stream worldwide. The demand for all-natural products like Nature-Cide is becoming continuous as regulatory bodies continue to ban traditional poisonous pest control applications around the world. Currently Nature-Cide products are being utilized by a gamut of professional applicators using the products in such places as school districts, hospitals, hotels/motels, zoos, food plants, livestock farms, greenhouses, passenger rail cars, passenger and cargo aircraft and agricultural settings including hemp and cannabis cultivation. In 2017 TSP’s parent company, “Rentokil Initial”, began testing Nature-Cide in Hong Kong, Macau, China and Mumbai, India. Results from testing warranted an immediate focus on registration in Hong Kong, Macau and Mumbai, where product orders have been received and usage has commenced. At the request of Rentokil Initial operations in multiple countries such as New Zealand, Australia, Singapore, Malaysia, where we are now focused on testing protocols for Nature-Cide products, ENX is working to supply Rentokil Initial pest control operations in various location around the world, which include the counties listed above. In early 2018, VES , has now begun ordering the full Nature-Cide line within the United States.

In January 2023, one of our Nature-Cide distribution customers, Pest Control Supplies, came forward with a plan to begin registration of the Nature-Cide products within the Caribbean Island countries. As of January 2023, product applications for Nature-Cide All-Purpose Commercial Concentrate, Nature-Cide Granular, Nature-Cide Insecticidal Dust, and Nature-Cide Pest Management X2 Concentrate have been submitted for registration in Barbados, St. Lucia, Trinidad and Guyana. In May 2023, with an approval of the above products in Trinidad, Tabago, St Lucia and Guyana, the first order in Guyana was shipped.

In January 2019, the Nature-Cide team was invited to participate in platinum marketing designation with TSP and VES. For the Company to participate in this high level of marketing within these distribution venues, the Company needed to have established a demand for its products nationally. Its products must already be positioned within most of the customers and multiple distribution centers throughout the country. The Company has been doing business with TSP and VES for more than three years and has established a solid customer base around the United States which has enabled the Company to position its products within the distributor’s platinum marketing programs. The Company participates in the highest-level marketing campaigns and has not made any payments to attain this status. We have attended annual sales meetings various location throughout the United States such as but not limited to Savannah GA, Las Vegas NV and Fort Worth TX with TSP and Chicago IL with VES . During these meetings, both distributors announced that Nature-Cide will be represented as a top-level platinum sponsor, and our Nature-Cide product line will be presented to the entire customer base of both distributors, which consists of over 15,000 customers nationally. Going forward, due to the platinum sponsorship designation, Nature-Cide will be showcased as a go to 25b minimum risk green program. We are working closely with two of its distributors, TSP and VES , to distribute samples and information to both customer bases, and collectively monitor and record results from the applications of Nature-Cide in places around the country as well as in Asia, for social media to share with potential new customers who can understand the vast amount of applications that can be realized for the Nature-Cide brand. TSP and VES have solid footprints in the USA as suppliers of products for pest control, turf grass care, and for professional use in the hospitality, parks and recreation, transportation, sanitation, and golf care industries, as well as the recent addition of the hemp and cannabis cultivation industry. Management of the Company as well as distributor management agrees that the 25b minimum risk market has a solid future in the pest control sector. VES and TSP, along with TSP’s parent company, Rentokil Initial as well as ENX, are constantly working with the Nature-Cide team to deploy and plan ways that the product can be utilized, and to build scalable programs for the various industries where Nature-Cide can receive the best positioning for long term sales growth.

Due to the continued planning and sponsorship coupled with the positive reception of Nature-Cide by the professional end user, the Nature-Cide product development team has entered into discussions with TSP product development personnel to create a unique product designed for turf grass applications in golf and other turf grass venues, including parks and recreation, by combining Nature-Cide with a blend of TSP Turf Fuel for the golf and turf care industries. The Turf Fuel and Nature-Cide product blend is currently in laboratory development. The Company is also in discussion with TSP management to register Nature-Cide in Canada. In 2017, Nature-Cide announced a new compressed air 16-ounce all-purpose insecticide prototype which was eventually produced for professional use. Due to the response and continued professional usage, along with social media promotion, we are in the process of finalizing development of a ready to use group of compressed air products to release to consumers. These products consist of the All-Purpose which was released in early 2020, Flea & Tick, Insect Repellent, and an outdoor formulation that is expected to be released in 2025.

Thermal-Aid Headache Relief System. One of our former directors, Dr. Hyson, is the inventor and grantee of three patents which have been licenced to Pacific Shore to commercialize the Thermal-Aid Headache Relief System and Malibu Brands Pain Relief Cream. Patent details are as follows:

DEVICE AND METHOD FOR TREATMENT OF HEADACHE

Patent Number 5,700,238

Date Granted: December 23, 1997 – United Stated Patent Office

MEDICATED WRAP

Patent Number 6,313,370 B1

Date Granted: November 6, 2001 - United Stated Patent Office

MEDICATED WRAP

Patent Number: 7186260

Date Granted: March 6, 2007 - United Stated Patent Office

The license agreement with Dr. Hyson was executed in June 2012 for an initial five (5) year term with automatic annual 12-month renewal unless earlier terminated as provided for in the license agreement. As of December 31, 2024 we have paid to Dr. Hyson aggregate royalties of $26,302 and have accrued royalties of $491 as of December 31, 2024. The patents have since expired and we are using the technology and case study covered by these patents to market additional private label consumer products under our brand to address headache pain relief, both migraine and tension.

Nature-Cide License and Patent Application. 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. The master license can be terminated by Mr. Mills in certain circumstances, such as a material breach of the agreement by Pacific Shore or its insolvency. Upon the closing of the Merger on April 16, 2018, a Nature-Cide sublicense agreement between Pacific Shore, as sublicense or, and Med-X, as sublicensee, was merged and terminated. Accordingly, Pacific Shore can sell Nature-Cide directly to all potential customers for the product throughout the world.

In June 2015, Med-X filed a patent application with the United States Office of Patents and Trademarks for its process of infusing Nature-Cide and other beneficial substances into growing soil for the agricultural and hemp and cannabis industries. Mr. Mills, our Chief Executive Officer, is named as the inventor. The patent was granted October 19, 2021 with Patent No. US 11,147,266 B2. Med-X plans to market and sell its Nature-Cide insecticidal soil to hemp, cannabis and other mainstream agricultural cultivators.

The license agreement with Matthew Mills has no termination date as exhibited in Exhibit 6.5. The license agreement has a one-year term that automatically renews each year for one additional year unless terminated by either party for any reason or no reason at least 30 days prior to the expiration of the term. The licensor owns all improvements to products that pertain to any and all license agreements. The licensee bears the expense and responsibility for prosecution and maintenance of the licensed intellectual property. Additionally, the license shall continue for a period of one year from January 15, 2010 (the “Effective Date”) and thereafter, shall be automatically renewed by mutual written agreement of the licensor and licensee, for successive one year periods as provided in the license agreement. The term of the license agreement will automatically renew each year for one additional year unless terminated in writing by either party for any reason or no reason at least thirty (30) days prior to the expiration of the term, in which case the term ends, the license will no longer be in effect.

The MJT Network. We also operate the MJT Network® through our online media platform, www.marijuanatimes.org, which publishes media content regarding cannabis and hemp industries to generate revenue from advertisers and traffic optimizing venues. This platform has been publishing cannabis industry news and information since its launch in July 2015. The content is designed to cover a wide variety of topics relating to the cannabis and hemp industries on an ongoing basis, including news and current events, as well as the business, financial, legislative, legal, cultural, medical, scientific and technological aspects of the industry on a national and international level. Stories, columns, advice and analysis may come from a combination of regular consultants, contributors, freelance and staff writers, our personnel and public news sources. Once capitalized in late 2024 and 2025, we plan to eventually add online ecommerce to the MJT Network website, offering branded industry products for sale from third party suppliers and from its own product lines, subject in all cases to compliance with applicable federal and state law. The network includes smart phone and tablet applications, and its original content is distributed across several digital platforms including web, native iOS, Vimeo Video, YouTube, Apple Podcast Audio and Apple News. At this time, it is uncertain if and when the Company will add e-commerce to the www.marijuanatimes.org website.

The MJT Network® is Med-X, Inc.’s online media platform hosted on www.marijuanatimes.org, which has been publishing cannabis and hemp industry news since July 2015. The platform generates revenue from advertisers and traffic optimization strategies and provides content covering a broad range of topics, including news, current events, business, financial, legislative, legal, cultural, medical, scientific, and technological aspects of the cannabis and hemp industries, both nationally and internationally. Content is contributed by consultants, freelance and staff writers, Company personnel, and public news sources. The MJT Network is accessible through web, smartphone, and tablet applications, with its original content distributed via digital platforms such as iOS applications, Vimeo, YouTube, Apple Podcasts, and Apple News.

As of the beginning of 2026, the Company is evaluating the potential integration of e-commerce capabilities into the MJT Network platform, which could enable the sale of branded industry products from third-party suppliers and the Company’s own product lines, subject to compliance with applicable federal and state laws. The Company has not commenced development of such e-commerce functionality, and no definitive timeline has been established for its potential implementation.

Distributors

Most of the Company’s revenue is generated through a number of large distributors. Currently, Nature-Cide products are distributed by multiple pest control distributors such as VES, TSP, ENX, PCS, BWI, PRE, SO and FOR and deployed to hundreds of pest control companies nationwide. Nature-Cide products can also be found within the Amazon, Kroger and Walmart marketplaces. You can see some of these customers within our partner network using the following link: https://nature-cide.com/pages/store-locator. We also have begun supplying our products to Rentokil International in various countries such as India , Singapore and Hong Kong.

For the year ended December 31, 2025, the Company received 31% of its revenue from two customer; specifically 12% from Target Specialty Products and 19% from Veseris. For the year ended December 31, 2024, the Company received 29% of its revenue from two customers, specifically 16% Target Specialty Products and 13% from Veseris. Our relationship with our distributors is demand driven and the Company is set up within their distribution system as a supplier. There are no contracts in place at this time as the distributors do not require a written agreement. We cannot guarantee that we will be able to generate similar levels of sales from our largest customers in the future. Should one or more of these customers substantially reduce their purchases from us, our results of operations could be materially adversely affected. We anticipate this concentration to continue for the foreseeable future.

Vendors

The Company uses single supplier relationships for its raw materials purchases and filling capacity due to the unique formulation and components of each product line, which potentially subjects the Company to a concentration of business risk. If these suppliers had operational problems or ceased making product available to the Company, operations could be adversely affected.

The Company had two vendors that accounted for 80% of purchases during the year ended December 31, 2024. Specific concentration for the two vendors were Berje with approximately 42% and Actions & Company 38%. 

The Company had two vendors that accounted for 76% of purchases during the year ended December 31, 2024. Specific concentration for the two vendors were Berje with approximately 50% and Actions & Company 26%. 

If significant suppliers become unable or unwilling to provide inventory in a timely manner, the Company believes that other suppliers are available to provide similar inventory at comparable prices.

Business of Pacific Shore

Pacific Shore is a Delaware corporation which, through its 99% owned subsidiary, Pacific Shore Holdings, Inc., a California corporation formed in January 2010 (hereinafter, “PSH-CA”), is engaged in the business of product development, distribution, and marketing. On December 31, 2012, Pacific Shore, which prior to this date was an inactive public shell company without material assets or liabilities, consummated the acquisition of PSH-CA, a privately-held company, through a share exchange (the “Business Combination”). The closing of the Business Combination resulted in PSH-CA’s security holders becoming the controlling security holders of Pacific Shore, and PSH-CA becoming a 99% owned subsidiary of Pacific Shore. Pacific Shore had a trading symbol, “PSHR”, which we expect will remain inactive for the foreseeable future. Pacific Shore’s Chairman and Chief Executive Officer, Matthew Mills, is the President, a director, and a principal shareholder of Med-X, Inc.

Pacific Shore manufactures and distributes two 100% natural essential oil products owned by us, Nature-Cide and Malibu-Brands. Our Nature-Cide products have been tested in various regions across the United States and in Asia with positive results by multiple pest control companies, hotel and motel operators, agricultural personnel for various pests, and fire department personnel for snake control. Extensive testing by us and an independent third-party laboratory also indicates that our Nature-Cide products kill or deter a wide variety of pests, including but not limited to bed bugs, ants, fleas, ticks, cockroaches, crickets, and stink bugs, while repelling and or deterring various birds, rodents, and reptiles. 

After years of research and development, in February 2014, we became a certified and licensed pest control applicator in California for agricultural commercial pest control. In July 2015, we received our pest control business main license and officially launched as a California licensed pest control company in Los Angeles, California. In 2016, we became licensed to maintain landscaping in residential and commercial settings and we obtained our applicator license, which allows us to provide pest control services for agriculture and landscape. Our pest management service is growing and is servicing numerous ranch style and upscale homes and properties in Los Angeles and Ventura Counties. Management’s intention is to partner with other pest control service companies to offer the services and methods of our Nature-Cide service division as the Nature-Cide brand matures in the pest control, janitorial, transportation, and hospitality arenas. We also plan to increase its service footprint nationally by acquiring other established pest control service businesses that practice Integrated Pest Management protocols, if we have sufficient capital or financing to do so.

In 2014, as required for sale, we began registering our Nature-Cide products with multiple state Environmental Protection Agency (“EPA”) offices around the country. Our Ready to Use Nature-Cide All-Purpose Insecticide, Flea & Tick Insecticide, and Nature-Cide All-Purpose Commercial Concentrate in one and five-gallon containers for indoor and outdoor professional use were our first products to be registered with state EPA offices in 39 states. In 2016, we registered our Nature-Cide Ready to Use Outdoor insecticide as well as our Pest Management X2 Commercial Concentrate in sixty four ounce, one, two and a half, five, and 55 gallons for outdoor professional use. In 2018, Pacific Shore developed and released two new products, the Nature-Cide Insecticidal Dust for indoor and outside use, and Nature-Cide Pest Management Granular, for outdoor use. Both of the products are also in the process of being registered where applicable.

Currently the Nature-Cide products are positioned with national distributors including TSP, VES ENX, PCS, BWI, SO  and FOR. Nature-Cide and its distributors have been able to promote Nature-Cide as a recognizable product line in the pest control industry in multiple states, as well as to promote the brand in social media (i.e. Facebook, Twitter, and LinkedIn). TSP, headquartered in Santa Fe Springs, California has approximately 35 distribution centers nationally, VES/UNI has approximately 30 distribution centers nationally, and Forshaw has 12 locations nationally and ENX has distribution offices in more than 29 countries. 

We are currently selling Thermal-Aid and the Thermal-Aid Zoo online through various web sites including but not limited to FSAStore.com, Walmrt.com and Amazon. 

Thermal-Aid

Thermal-Aid is a line of heating and cooling products intended for general comfort and wellness use for humans and animals The product range includes:

Thermal-Aid products are made from all-natural materials, including a proprietary corn-based filler that retains temperature for extended periods while preventing mold formation. The Thermal-Aid line is distributed through e-commerce platforms like Amazon and Iherb, retail chains pharmacies such as Kroger, and independent pharmacy’s as well as healthcare-focused distributors.

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.” He also owns two patents related to Thermal-Aid that recently expired. The first was a patent for a thermal device for applying thermal energy to the body of a person, animal, or other surface utilizing segmented organic filler. The second was for a thermal device and ornamental design for applying thermal energy to the body of a person, animal, or other surface utilizing segmented organic filler that may have the general appearance of a child’s toy or other configuration. Our chairman and founder Matthew Mills, has granted us an exclusive worldwide royalty-free license to utilize and sublicense these trademarks to market, distribute, and sell Thermal-Aid, for which he was issued pre-split 4,605,337 shares of PSH-CA’s common stock which he subsequently exchanged for shares of our common stock (the “License Agreement”). Mr. Mills has not received any payments to date under this License Agreement. There are no milestones and no royalty rate associated with the License Agreement. The License Agreement was entered into as of January 15, 2010 (the “Effective Date”) and the initial term of the License Agreement was for a period of one year from the Effective Date. Thereafter, the License Agreement automatically renews each year for an additional year unless terminated in writing by either party to the License Agreement at least 30 days prior to the termination of the then current term. During the term, the license is exclusive to the Company. There have been no payments made to date and there are no milestones payments in the License Agreement.

On June 22, 2012, we entered into an exclusive license agreement with Dr. Hyson, d.b.a. Hyson Medical Products, pursuant to which we were granted an exclusive license to utilize three patents currently owned by Dr. Hyson: (1) Device and Method for Treatment of Headache - 5,700,238 (December 23, 1997), (2) Medicated Wrap - 6,313,370 (November 6, 2001), and (3) Medicated Wrap - 7,186,260 (March 6, 2007). We are using the technology and case study covered by these patents to market additional private label consumer products under our brand to address headache pain relief, both migraine and tension. The patents licensed to us from Dr. Hyson have since expired. The expired patents are not currently material to the Company’s ongoing operations or competitive position. Dr. Hyson already sells his own line of headache pain relief and medicated wrap products for consumers. We have a license to utilize these patents for any branded products developed by us during the term of the license agreement. For such branded products, Dr. Hyson receives a license fee equal to 5% of net sales made by us of those products. There are no milestone payments associated with this license agreement. We will own the intellectual property to all of our branded products developed under this license agreement. The initial term of the license agreement is five (5) years with options exercisable for one-year extensions, subject to termination after two (2) years if by then we have not brought a branded product to market. We commercialized this technology within two (2) years by the launch of our Thermal-Aid Headache Relief System.

Patents and Trademarks

Below is a list of the Company’s patents and trademarks as of September 15, 2026:

Med-X Patent and Trademark Summary

Below is a list of Pacific Shore Holdings’ patents and trademarks as of  September 15, 2026:

Pacific Shore Holdings Patent and Trademark Summary

Competition

The sale of insecticides and other products for business and consumer customers are intensely competitive. We expect competition to intensify further in the future. Barriers to entry are relatively low. Current and new competitors can launch new products and can compete in the marketplace. We currently compete or potentially will compete with a number of other companies such as Bayer, Ecolabs, Envincio and Essentra, whose numbers will increase in the future, many of which are larger and possess greater human and capital resources than us, and already have well-established brand recognition. We face competition for readers and advertisers for our online news service. Nature-Cide will encounter intense competition from other all-natural and chemical-based pesticides that have been on the market for years, including those designed for the agricultural markets such as cannabis cultivators. Management believes we can compete effectively, but we cannot assure that competition will not impair the maintenance and growth of our planned businesses.

Government Regulation

We are subject to government regulations in the conduct of its business which tend to increase costs and potentially have a material adverse impact on our operating results, financial condition and business performance, including but not limited to (1) employment laws generally applicable to all businesses, including laws covering wages, working conditions, health, safety, working hours and similar matters, (2) laws designed to protect the environment, including those applicable to farming operations, (3) laws enforced by the Federal Trade Commission (“FTC”) and equivalent state agencies governing advertising and representations made by businesses, and (4) laws enforced by the FDA which govern safety and claims made with respect to food and other products consumed by the public. See “Risk Factors – Risks Relating to Our Business - Our business is subject to various government regulations.”

Below is a discussion of the federal and state-level U.S. regulatory regimes in those jurisdictions where we may become involved, through our subsidiaries, in the cannabis industry.

The United States federal government regulates drugs in large part through the CSA. Marijuana, which is a form of cannabis, is classified as a Schedule I controlled substance. As a Schedule I controlled substance, the U.S. Drug Enforcement Agency (the “DEA”) considers marijuana to have a high potential for abuse. Three is no currently accepted medical use in treatment in the United States nor an accepted safety for use of the drug under medical supervision. The federal government classifies cannabis having a THC concentration of greater than 0.3% as marijuana. Cannabis with a THC concentration below 0.3% is classified as hemp.

The scheduling of marijuana as a Schedule I controlled substance is inconsistent with what we believe to be widely accepted medical and recreational uses for marijuana by physicians, researchers, patients, and consumers. Moreover, as of December 29, 2025, and despite the clear conflict with federal law, at least 40 states and the District of Columbia have legalized marijuana for medical use, although Mississippi’s medical cannabis legalization measure is under challenge. Twenty-four of those states and the District of Columbia have legalized the adult-use of cannabis for recreational purposes.

Unlike in Canada, which uniformly regulates the cultivation, distribution, sale, and possession of marijuana at the federal level under its Cannabis Act, marijuana is largely regulated at the state level in the United States. Although certain states and territories of the United States authorize medical or adult-use marijuana production and distribution by licensed or registered entities, under the CSA, the possession, use, cultivation, and transfer of marijuana and any related drug paraphernalia is illegal. Although our activities are compliant with the applicable state and local laws in the states in which we plan to operate, strict compliance with state and local laws with respect to cannabis may neither absolve us of liability under United States federal law nor provide a defense to any federal criminal action that may be brought against us.

In 2013, as more and more states began to legalize medical and/or adult-use marijuana, the federal government attempted to provide clarity on the incongruity between federal law and these state-legal regulatory frameworks. Until 2018, the federal government provided guidance to federal agencies and banking institutions through a series of DOJ memoranda. The most notable of this guidance came in the form of a memorandum issued by former U.S. Deputy Attorney General James Cole on August 29, 2013 (the “Cole Memorandum”). The Cole Memorandum offered guidance to federal agencies on how to prioritize civil enforcement, criminal investigations and prosecutions regarding marijuana in all states and quickly set a standard for marijuana-related businesses to comply with. The Cole Memorandum put forth eight prosecution priorities:

On January 4, 2018, former U.S. Attorney General Sessions rescinded the Cole Memorandum by issuing a new memorandum to all United States Attorneys (the “Sessions Memo”). Rather than establishing national enforcement priorities particular to marijuana-related crimes in jurisdictions where certain marijuana activity was legal under state law, the Sessions Memo simply rescinded the Cole Memorandum and instructed that “[i]n deciding which marijuana activities to prosecute.. with the [DOJ’s] finite resources, prosecutors should follow the well-established principles that govern all federal prosecutions.” Namely, these include the seriousness of the offense, history of criminal activity, deterrent effect of prosecution, the interests of victims, and other principles.”

President Biden’s Attorney General, Merrick Garland, was confirmed by the United States Senate on March 10, 2021. It is not yet known whether the DOJ under President Biden and Attorney General Garland will re-adopt the Cole Memorandum or announce a substantive marijuana enforcement policy. Attorney General Garland indicated at a confirmation hearing before the United States Senate that it did not seem to him to be a useful use of limited resources to pursue prosecutions in states that have legalized and that are regulating the use of marijuana, either medically or otherwise.

Nonetheless, there is no guarantee that state laws legalizing and regulating the sale and use of marijuana will not be repealed or overturned, or that local governmental authorities will not limit the applicability of state laws within their respective jurisdictions. Unless and until the United States Congress amends the CSA with respect to marijuana (and as to the timing or scope of any such potential amendments there can be no assurance), there is a risk that federal authorities may enforce current federal law. Currently, in the absence of uniform federal guidance, as had been established by the Cole Memorandum, enforcement priorities are determined by respective United States Attorneys.

In December of 2025, President Trump issue an executive order changing cannabis from a schedule 1 classification to a schedule 3 classification. This scheduling update will likely witness legal challenges from anti-cannabis organizations along with the order must go through the formal rule making process. The changes would likely open up the opportunity for extensive cannabis related research as well as soften banking and finance related hurdles related to the conducting business in the cannabis industry but does not have an effect on the Company’s business at this time.

In order to participate in either the medical or recreational sides of the marijuana industry in California and elsewhere, all businesses and employees must obtain badges and licenses from the state and, for businesses, local jurisdictions. California became the first state to allow medicinal cannabis use when voters passed the Compassionate Use Act in 1996. Today, cannabis is legal in California for both medicinal and adult (recreational) use.

Relevant California Statutes

The main statute for cannabis businesses in California is in the Business and Professions Code. It is called the Medicinal and Adult Use Cannabis Regulation and Safety Act (“MAUCRSA”). MAUCRSA sets up a basic framework for licensing, oversight and enforcement related to cannabis businesses.

Relevant California Regulations

The California Department of Cannabis Control makes regulations for cannabis businesses. These regulations specify:

Equity Ordinances in California

Some cities and counties in California have ordinances for equity programs to help people negatively affected by the federal "war on drugs” policies from the 1970s and create a more inclusive marketplace. Each ordinance supports equity applicants in different ways, such as:

Laws and regulations affecting the adult-use marijuana industry are constantly changing, which could detrimentally affect our proposed operations. Local, state, and federal adult-use marijuana laws and regulations are broad in scope and subject to evolving interpretations, which could require us to incur substantial costs associated with compliance or alter our business plan. In addition, violations of these laws, or allegations of such violations, could disrupt our business and result in a material adverse effect on our operations. It is also possible that regulations may be enacted in the future that will be directly applicable to our business. These ever-changing regulations could even affect federal tax policies that may make it difficult to claim tax deductions on our returns. We cannot predict the nature of any future laws, regulations, interpretations, or applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our business.

In 2014, the United States House of Representatives passed an amendment (the “Rohrabacher-Blumenauer Amendment”) to the Commerce, Justice, Science, and Related Agencies Appropriations Bill, which funds DOJ. The Rohrabacher-Blumenauer Amendment prohibits the DOJ from using funds to prevent states with medical cannabis laws from implementing such laws. In August 2016, the Ninth Circuit Court of Appeals ruled in United States v. McIntosh that the Rohrabacher-Blumenauer Amendment bars the DOJ from spending funds on the prosecution of conduct that is allowed by state legislation titled the Compassionate Access, Research Expansion, and Respect States Act (the “CARERS Act”) was introduced, proposing to allow states to regulate the medical use of cannabis by changing applicable federal law, including by reclassifying cannabis under the Controlled Substances Act to a Schedule II controlled substance and thereby changing the plant from a federally-criminalized substance to one that has recognized medical issues. More recently, the Respect State Marijuana Laws Act of 2017 has been introduced in the U.S. House of Representatives, which proposes to exclude persons who produce, possess, distribute, dispense, administer or deliver marijuana in compliance with state laws from the regulatory controls and administrative, civil and criminal penalties of the CSA. These developments previously were met with a certain amount of optimism in the cannabis industry, but, as of the date of the filing of this registration statement of which this prospectus is a part, (i) neither the CARERS Act nor the Respect State Marijuana Laws Act of 2017 have yet been adopted, and (ii) the Rohrabacher-Blumenauer Amendment, being an amendment to an appropriations Bill that must be renewed annually, has not currently been renewed beyond February 18, 2022.

Regulatory Considerations

Pursuant to EPA guidelines, the Company’s currently sold Nature-Cide products are a minimum risk pesticide. Because the EPA has determined that certain “minimum risk pesticides” pose little to no risk to human health or the environment, the EPA has exempted them from the requirement that they be registered under the Federal Insecticide, Fungicide, and Rodenticide Act. Generally, the FDA does not review products that claim to meet the criteria for determining whether a product is exempt from pesticide regulation. Rather, the producer of the product is responsible for evaluating whether the product meets the criteria.

Although the FDA does not require “minimum risk pesticides” to be registered, various states require product label registration. The Company’s Nature-Cite products are registered in the following states: Alabama, Alaska, Arizona, Arkansas, Colorado, Connecticut, Delaware, District of Columbia, Florida, Idaho, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Michigan, Mississippi, Montana, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin, and Wyoming.

The Company recently entered into an international distribution agreement with Ensystex, Inc., an international pest control distributor to distribute our Nature-Cide products in certain countries See “Business-Distributors”. These countries have their own licensing requirements which must be complied with prior to the sale of such products. Pursuant to the distribution agreement, Ensystex is responsible for the costs and administrative efforts in obtaining such licensing. The Company expects the licensing to be done on a country-by-country basis throughout the first half of 2024. To the extent that the process takes longer than expected to accomplish, the Company will not be able to generate sales in such markets until the necessary licenses are obtained.

The Company believes that its Thermal-Aid product is Class 1 medical device exempt from FDA requirements. The product is basically used and treated as a heating and cooling pack which is exempt from FDA registration. The Company does not believe that its Malibu Brands product is subject to FDA registration as it is a homeopathic cream which does not require registration with the FDA. The MJT Network does not produce or sell any products. It is merely an industry publication that features stories focusing on companies who are involved in the cannabis industry. Accordingly, the Company does not believe that the activities of the MJT Network are subject to any government regulation.

Employees

As of May 31, 2026, we had eighteen (18) full-time employees, five of whom are executive officers of Med-X. We plan to actively hire employees at such time as we have sufficient capital or financing to fund the expanded launch of its business plan.

Property

Effective October 15, 2025, Pacific Shore along with Med-X entered into the 2nd Amendment to the Lease of 8236 Remmet Avenue Canoga Park, CA 91304 in order to extend the term of the lease for an additional five years, or until October 14, 2030. The facility is approximately 30,000 square feet of which Med-X currently occupies approximately 2,500 square feet of office space. Pacific Shore leases that space from an unaffiliated landlord pursuant to a five-year commercial lease that was renewed for an additional five years in October 2020 in an arms-length transaction (See Note 7 to the financial statements). The lease is subject to an annual adjustment based upon an increase in the Consumer Price Index in the Los Angeles Area. We currently pay $35,926 a month for rent for this facility.

Seasonality

Our operations may be materially affected by seasonality for pest control operations and agriculture. Nature-Cide is likely to have high sales volumes during the spring and summer months when insects and pests are more likely to be present and agricultural operations are at their peak. Lower sales volumes may be experienced at other times during the year. With hopes of expansion into equatorial and southern hemisphere markets the company hopes to balance these seasonal risks more efficiently.

Credit Facilities

Pathward Bank (previously Crestmark bank)

On November 27, 2012 the Company entered into a Loan and Security Agreement (the “Loan Agreement”) and a promissory note (the “Note”) with Crestmark Bank. The maximum amount that can be borrowed under the Promissory Note is $1,500,000. The Loan Agreement establishes the collateral and required terms for establishing a factoring of Accounts Receivable. Accounts Receivable are collected 87% up-front from Crestmark Bank, 13% collected upon customer payment, and deduction of fees by Crestmark Bank are paid as a deduction against factored amounts remitted to the Company. Interest on the outstanding balance is calculated at two (2%) percent above Prime Rate. At no time will the rate be lower than five and one quarter (5.25%) percent per annum. As of June 30, 2026, December 31, 2025 and December 31, 2024, the outstanding balance was $169,189, $97,776 and $49,257, respectively.

The Loan Agreement calls for a security interest in the assets of the Company such as Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for any of the foregoing.

The Company also agreed to certain fees such as loan fees, late reporting fees, lockbox fees, documentation fees, maintenance fees and an exit fee.

Line of Credit Agreement

On August 6, 2022, the Company entered into a Line of Credit Agreement with two of its Executive Officers. The line of credit provides for advances as needed up to a maximum of $500,000 for working capital. As originally executed, the amount outstanding on the Line of Credit was due and payable on the earlier to occur of (a) Event of Default or (b) the effective date the Company lists on a public stock exchange or one year from the Execution Date. Events of default under the terms of the agreement include nonpayment of principal or interest, when due, subject to a five (5) day cure period; voluntary or involuntary bankruptcy or receivership or declaration of insolvency; misrepresentation in the Line of Credit agreement or documentation; material defaults under any term of the Line of Credit which has been noticed and remains uncured for thirty (30) days.

On August 1, 2023, Med-X and the Lenders agreed to an Amendment to the Line of Credit Agreement such that Maturity was the earlier of (a) the effective date the Company lists on a public stock exchange or (b) on demand upon thirty (30) days written notice by the Lenders. Effective April 13, 2026, Med-X and the Lenders further amended the obligation so that the entire principal indebtedness, together with all accrued and unpaid interest, is due and payable in full on April 13, 2028. On September 8, 2026, the Company and the Lenders entered into a Third Amendment to Promissory Note and Line of Credit Agreement, which restates the definition of Maturity Date in the Line of Credit Agreement as April 13, 2028 and limits voluntary prepayment before that date. The Company may prepay the outstanding principal in whole or in part prior to maturity, without premium or penalty, only if all principal, accrued interest, fees and other amounts then due and payable to Streeterville Capital, LLC have been paid in full and the Company determines in good faith, evidenced by a written certification of its Chief Financial Officer, that the prepayment would not reasonably be expected to cause, contribute to or exacerbate substantial doubt regarding its ability to continue as a going concern for the twelve months following the prepayment and would not materially impair its ability to pay its obligations as they become due. These restrictions apply only to voluntary prepayments before the Maturity Date and do not change the Maturity Date.  As of June 30, 2026, December 31, 2025 and December 31, 2024, the Company has drawn $499,617 against the Line of Credit Agreement and incurred interest expenses of $19,430 and $22,248 for the six months ended June 30 , 2026 and 2025, respectively, and $42,909 and $47,240 for the years ended December 31, 2025 and 2024, respectively. Included in accounts payable as of June 30, 2026, December 31, 2025 and December 31, 2024 are interest payable of $5,695, $5,805 and $5,717, respectively.  As a result of the April 13, 2026 amendment, the $499,617 of principal outstanding is classified as a non-current liability as of June 30, 2026; the corresponding balance as of December 31, 2025 remains classified as a current liability. Additionally, the Promissory Note is a debt obligation and does not include any conversion features. The outstanding balance under the Promissory Note will not be converted into shares of the Company’s common stock in connection with the Company’s direct listing or otherwise.

Corporate Information

We were formed in February 2014 in Nevada. Our subsidiaries consist of Pacific Shore Holdings, Inc., a Delaware corporation, and Pacific Shore Holdings, Inc., a California corporation. Our executive offices are located at 8236 Remmet Avenue, Canoga Park, California 91304 and our telephone number is (818) 349-2870. Our website address is www.MEDX-RX.com. Information contained on, or accessible through, our website is not a part of this offering statement.

MANAGEMENT

Executive Officers and Directors of Med-X

The following table sets forth the names and ages of all of our directors and executive officers as of the date of this prospectus. Our Board is currently comprised of seven members, who are elected annually to serve for one year or until their successor is duly elected and qualified, or until their earlier resignation or removal. Executive officers serve at the discretion of the Board and are appointed by the Board.

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David E. Toomey, D.O., A.C.O.F.P., has served as our Chief Science Officer since our inception. Dr. Toomey was a member of our board of directors from our inception until October 21, 2021. From our inception in February 2014 until October 2021, Dr. Toomey was the Company’s Chief Executive Officer. In October 2021, Dr. Toomey resigned as our Chief Executive Officer and became the Company’s Chief Science Officer. He has been the Executive Vice President and a Director of Pacific Shore Holdings, Inc. since its inception in December 2007. Dr. Toomey is a board-certified family physician specializing in family medicine, geriatric care, and hospice and palliative care for more than twenty years. He has served on the Physician Consultant Board of several Fortune 500 insurance companies, where he was responsible for developing physician practice guidelines. He has participated in numerous phase 3 and 4 study protocols for several multi-national pharmaceutical companies. Dr. Toomey is currently the President of TDP Enterprises, LLC. Medical Group, a position he has held for the last 15 years. Dr. Toomey is a Medical Director for several hospice and palliative care organizations, a position he has held for the last 8 years. He continues to actively practice clinical medicine and works for Med-X in a part time capacity 15 to 20 hours weekly. Dr. Toomey attended Saint Joseph’s University in Philadelphia, Pennsylvania and graduated in 1991 from the Philadelphia College of Osteopathic Medicine.

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. He is also the Chairman, Chief Executive Officer, and President of Pacific Shore, positions he has held since January 2008. From July 2001 to June 2003, Mr. Mills was the Chief Operating Officer of Bidz.com Inc., an online auction company (“Bidz”). He began working for Bidz in 1998 where his responsibilities included operations, banking, marketing, Investor relations, public relations, and business development. In January 2002, Mr. Mills was promoted to the position of Investor Relations Director of Bidz. From March 2001 to January 2002, Mr. Mills was the Vice President of Marketing for Bidz and was responsible for managing all areas of marketing for Bidz. From December 1995 to August 1998, Mr. Mills was a regional manager for Ford Motor Company in Los Angeles, California, where he was responsible for financing documentation, customer service and returned vehicle processing. From November 1993 to November 1995, he owned and operated Imports Plus, a private company that imported floral products from Mexico to Los Angeles, California. From June 1987 to September 1993, Mr. Mills was a wholesale auction manager for Sports Cars West Ltd. located in Reseda and Oceanside, California. Mr. Mills attended the University of Arizona from January 1983 until June 1986, where he concentrated in Psychology and Economics. We believe that Mr. Mills is qualified to serve as a member of the Board because of his extensive business background.

Ronald J. Tchorzewski has been one of our Director and our Chief Financial Officer since our inception in February 2014. He is also the Chief Financial Officer of Pacific Shore, a position he has held since June 2010. Mr. Tchorzewski has over 35 years of experience in financial accounting and reporting. He is currently the owner of CFO Consultancy in Escondido, California. Founded by Mr. Tchorzewski in 2009, CFO Consultancy is an independent consulting service providing chief financial officer level support, including business plan development, capital raising advice, and day-to-day accounting services to start-up and developmental stage companies. Mr Tchorzewski is consulting on his off duty time from the Company. From 2008 to 2009, Mr. Tchorzewski was the chief financial officer and corporate controller of TV Magic, Inc., a full service technology company encompassing all aspects of systems design, engineering, procurement of equipment and materials, installation, testing, and maintenance of broadcast quality television, and audio visual installations located in San Diego, California. From 2005 to 2008, he was the chief financial officer and corporate controller of Framemax, Inc., a light gauge steel prefabricated panelized wall systems manufacturer and installer located in Poway, California. From 2003 to 2005, he was the chief financial officer and corporate controller of Skyriver Communications, Inc., a high-speed wireless broadband internet access and Wi-Fi solution provider located in San Diego, California. From 1999 to 2001 he was chief financial officer for Internet Appliance and iPolicy Networks which were startups in the Internet space. From 1996 to 1999 he was chief financial officer for SoloPoint, a consumer telephonic device company which was a publicly traded company. From 1993 to 1996 he was chief financial officer for ULTRADATA Corporation, a financial services software company which he managed through an IPO. From 1987 to 1993 he was Vice President and Corporate Controller for Cadence Design Systems, a public company which is a world leader in Electronic Design Automation software. Mr. Tchorzewski holds a master’s degree in business administration (finance) and a Bachelor of Science degree in business administration (accounting) from Seton Hall University. We believe that Mr. Tchorzewski is qualified to serve as a member of our Board because of his background in finance and accounting.

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. From September 1993 to November 2000, Mrs. Mills worked for McNutt & Taylor, CPAs as a bookkeeper. Her duties included handling accounts payable, accounts receivable, and payroll, reconciling financial and bank statements, preparing month-to-date, quarter-to-date, and year-to-date financial reports, and corresponding with clientele. From June 1992 to September 1993, Mrs. Mills was a member of the accounting department for South Pacific Rehab Services (“SPRS”) in Encino, California. Her responsibilities at SPRS included assisting the Vice President, handling accounts payable, accounts receivable, and payroll and corresponding with therapists and rehab facilities. From March 1990 to June 1992, Mrs. Mills was the office manager of Park Place Management, where she was in charge of all rental agreements, accounts payable, accounts receivable, and payroll. Mrs. Mills received her bachelor’s degree in liberal studies with an emphasis in mathematics from California State University, Northridge in 1994. We believe that Ms. Mills is qualified to serve as a member of our Board because of her accounting background and knowledge of the Company.

Nick Phillips has been our Chief Media Officer since September 19, 2019. In 2010, Mr. Phillips became the Digital Marketing Director of Pacific Shore, and in 2015, our Vice President of Business Development. Before working for Pacific Shore, Mr. Phillips started a boutique digital marketing agency called Bloczone that managed local and corporate business digital marketing efforts. From 2005 to 2009, Mr. Phillips worked in Hollywood at GMT Studios and Raleigh Studios. It was there that he worked on numerous film, television, and commercial productions. Nick holds a bachelor’s degree in English from Michigan State University.

Dr. Allan Kurtz has been one of our directors since April 15, 2015 and a director of Pacific Shore since January 2011. Dr. Kurtz is board certified in internal medicine and has owned and operated Allan Kurtz, a Professional Medical Corporation, since 1986. Dr. Kurtz received his medicine doctor degree from the College of Health Sciences in Des Moines, Iowa in 1980 and completed a rotating internship and an internal residency at Botsford General Hospital in Farmington Hills, Michigan in 1984. Since 1986, Dr. Kurtz has been the Medical Director of Warner Medical Center and the California Center of Longevity Medicine. He is also a long time member of the American Osteopathic College of Internal Medicine. We believe that Dr. Kurtz is qualified to serve as a member of our Board of because of his background in medicine.

Mary Kay Wilson has been one of our directors since July 18, 2025. Mrs. Wilson is currently Owner/Principal Broker of Claremont Realty Group, LLC since 2008. Within the first two years of ownership, Mrs. Wilson had doubled the annual sales of the company and had quadrupled those numbers within 5 years. Her duties are head of marketing, visionary planning, client relations for longevity and inventory control. Mrs. Wilson speaks publicly to educate, inform and direct other real estate brokers in the Portland Metro Area. From 1987-1995 she owned a custom embroidery business. From 1979-1987 she was the Head of Emergency Room Services at Rochelle Community Hospital as a Registered Nurse delivering patient centered care in a high-paced environment. We believe that Mrs. Wilson is qualified to serve as a member of our board because of her extensive experience in business management, strategic planning, and leadership across diverse industries, including healthcare, entrepreneurship, and real estate.

Fred Dashiell, Jr. has been a director of Pacific Shore since June 2011. Mr. Dashiell has been an adjunct professor at Chapman University in Orange, California since 2010 and a visiting scholar at the University of California at Los Angeles in Los Angeles, California since 2007. From 2000 to 2009, he was a senior computer scientist at MindBox, Inc., a software technology company located in Greenbrae, California. From 1995 to 2000, Mr. Dashiell was a computer scientist at Brightware, Inc., an artificial intelligence company located in Novato, California. From 1984 to 1995, Mr. Dashiell worked and consulted for Inference Corporation, a software technology company. From 1981 to 1984, he was a principal member of the technical staff of Citicorp, Transaction Technology, Inc. From 1977 to 1981, Mr. Dashiell was a senior research scientist with R and D Associates. From 1975 to 1977, Mr. Dashiell was a Bateman research Instructor in mathematics at the California Institute of Technology. From 1973 to 1975, he was an adjunct assistant professor in mathematics at the University of California at Los Angeles in Los Angeles, California. Mr. Dashiell received a Bachelor of Science degree in physics from the University of North Carolina at Chapel Hill in 1963 and a Ph.D. in mathematics from the University of California at Berkeley in 1973. We believe that Mr. Dashiell is qualified to serve as a member of our board because of his extensive experience in mathematics, computer science, artificial intelligence, and technology research, as well as his academic and teaching background.

Michael J Kuntz. has been one of our directors since October 29, 2021. Mr. Kuntz is currently Managing Director of Young America Capital, a boutique investment bank focused exclusively on middle- market growth companies, a position that he has held since 2016. For the last 32 years, he has worked exclusively with middle market and start-up growth companies, both as an investment banker and as Chief Financial Officer/Chief Operating Officer. From 1989-1999, he worked at Pacific Growth Equities, Ferris, Baker Watts and Pennsylvania Merchant Group where he raised over $1.2 billion for companies in the technology, healthcare, medical devices and consumer products industries. From 1999-2005, he worked on the operational side as CFO/COO for 2 start-up technology companies, CyberAction, a developer of digital collectable cards and Wet Electrics/Cyberaction a developer of video integration software targeted at the theatrical community. In 2000, he founded Cirrus Digital, a broadband deliver company focused on providing internet protocol based cable television services over legacy copper wire infrastructure. In 2006, he joined ROGO Capital, as Head of Investment Banking. He received his MBA from the Fuqua School of Business at Duke University and is B.S. in finance. We believe that Mr. Kuntz is qualified to serve as a member of our Board because of his executive and management experience.

Family Relationships and Other Arrangements

Jennifer Mills, our President and Corporate Secretary, is the spouse of Matthew Mills, our Chairman and Chief Executive Officer.

Other than as set forth above, there are no familial relationships or arrangements or understandings between or among our executive officers and directors pursuant to which any director or executive officer was or is to be selected as a director or executive officer.

Involvement in Certain Legal Proceedings

To our knowledge, during the last ten years, except as set forth below, none of our directors, executive officers (including those of our subsidiaries), promoters or control persons have:

The Company was previously subject to a temporary suspension from the SEC and Cease and Desist orders from two state agencies.

On November 3, 2015, we were declared qualified by the SEC for our proposed crowdfunding offering of common stock under the revised SEC Regulation A+ rules. After amending the proposed crowdfunding offering, we were requalified by the SEC in February 2016 and then launched our Regulation A+ offering. While conducting this offering, we have been subject to the SEC reporting requirements under these regulations. We miscalculated our initial requirements for filing an annual Form 1-K report based on this 2016 requalification date and not the original date. On September 2, 2016, we received notice from the SEC that we had failed to meet the Form 1-K deadline of April 30, 2016. On the next business day, September 6, 2016, we notified the SEC of the mistake and that we would get the report filed as fast as possible which we anticipated to be two to three weeks, as the SEC estimates that the preparation of a Form 1-K reports require approximately 600 hours to complete. We filed the Form 1-K report on September 19, 2016. Unfortunately, the SEC had issued a temporary suspension order on September 16, 2016, which we did not receive until after our 1-K filing. As such, we then terminated the offering and requested that the SEC lift the temporary suspension.

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. We opposed the SEC’s request for a permanent suspension and sought to vacate the temporary order via an administrative proceeding before an SEC Administrative Law Judge Jason S. Patil. Hearings on the matter were held on January 10, 2017 and January 25, 2017 and a post-hearing briefing was submitted thereafter. On May 8, 2017, Judge Patil found in favor of Med-X, granting Med-X’s request to vacate the temporary order and denying the SEC’s request for a permanent suspension. The SEC declined to appeal the decision and thereafter issued an order, dated August 24, 2017, declaring Judge Patil’s Decision final and effective.

Since five years have passed since the violation and there is no pending or active case, we are no longer subject to any further enforcement action for this inadvertent failure to timely file the Form 1-K. While we terminated our Reg A offering in August 2022, we must still abide by the SEC Regulation A+ filing rules. This past inadvertent failure to timely file a Form 1-K may be taken into account in any potential future actions alleging violations of SEC rules.

In addition to SEC regulations, while selling our common stock we are also subject to the rules and regulations of state agencies which regulate sales of securities in their states. In the past, our company, officers and a subsidiary have been notified of alleged state securities violations as described in detail below.

Settlement Agreement with the California Department of Business Oversight

In May 2017, the Company was verbally informed by the DBO that a former employee of the Company, Arthur Avanesov, had been the subject of a Desist and Refrain Order by the DBO in July 2010 (the “Order”). We had no knowledge of the Order when we hired him on April 1, 2015. Thus, the Company did not have knowledge of Mr. Avanesov’s past hearing decision or final order.

Initially, the DBO requested that we consent to an order covering the omission of Mr. Avanesov’s Order in our disclosure documents. We declined because we did not believe it was legally required (he was not an officer or director), we were unaware of the Order, and we could demonstrate reasonable care in conducting our due diligence of Mr. Avanesov. We also refused to consent to any adverse order by the DBO because we did not want to risk triggering SEC disqualification from the exemptions under Regulation A+ or Regulation D for being deemed a “bad actor” pursuant to Rules 262 and 506 under these regulations.

The Company and the DBO continued to discuss the merits of the matter. The DBO eventually indicated it was not their intent to trigger any “bad actor” disqualification, and that litigating the matter would be time-consuming, costly and uncertain given the facts we had presented. No formal case or complaint was ever filed. Instead, on September 4, 2017, a voluntary settlement agreement (the “Settlement Agreement”) was entered into by the Company, its officers and directors and the DBO, avoiding any order being issued by the DBO. In the Settlement Agreement, the Company agreed not to violate Section 25401 of the California Corporations Code, which governs disclosures in selling securities within California. The Settlement Agreement became effective on September 6, 2017 when it was signed by the DBO Commissioner.

Administrative Order and Settlement with State Securities Commissions

On August 7, 2013, the California Department of Business Oversight (the “DBO”) issued a Desist and Refrain Order (the “DBO Order”) against Pacific Shore and Mr. Mills. The DBO Order asserted that in June 2011, the respondents had offered shares from the State of California by calling a person with whom they did not have a pre-existing relationship. Respondents believe that this DBO Order stems from the same call as the Pennsylvania Summary Order which was rescinded. The DBO Order stated that the respondents were to desist and refrain from further offer or sale of securities in the State of California until qualification is made or unless the offer and sale are exempt from qualification. In September 2013 Pacific Shore and Mills filed for a hearing to appeal the DBO Order. In October 2013 Pacific Shores filed a new 506(c) offering enabled through the Jobs Act, which now permits such offering participants to generally solicit without a pre-existing relationship. As such, as a matter of law, Pacific Shore had come into compliance with the Order. Consequently, the DBO and respondents moved to drop the appeal hearing and removed the matter from the administrative court calendar as no further enforcement or defense was necessary.

Board Leadership Structure and Role in Risk Oversight

The Board, as a unified body and through its committee participation, will organize the execution of its monitoring and oversight roles and currently expects the Chairman to organize those functions. For now, the CEO and Chairman roles are held by Mathew Mills. In the future the roles may be separated and be held by two individuals. Our primary rationale for separating these positions in the future of Chairman and CEO is the recognition of the time commitments and activities required to function effectively as the Chairman and as the CEO of a company with a relatively flat management structure. The separation of roles could permit the Board to recruit senior executives into the CEO position with skills and experience that meet the Board’s planning for the position, some of which such individuals may not have extensive public company board experience. 

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. Management is responsible for the day-to-day management of the risks we face, while the Board, as a whole has responsibility for the oversight of risk management. In its risk oversight role, the Board is responsible for ensuring that the risk management processes designed and implemented by management will be effective.

The Board believes that establishing the right “tone at the top” and that full and open communication between executive management and the Board are essential for effective risk management and oversight. Our CEO communicates frequently with members of the Board to discuss strategy and challenges facing our company. Each quarter, the Board will receive presentations from senior management on matters involving our key areas of operations.

Director Independence

Our Board currently consists of seven directors. Mary Kay Wilson, Dr. Allan Kurtz and Fred Dashiell, Jr., and Michael Kuntz are “independent” as defined in Rule 4200 of FINRA’s listing standards. We may appoint additional independent directors to our Board in the future, to serve on our planned committees.

Employment Agreements

We have not entered into any employment agreements with our executive officers or other employees to date.

Stock Option Plan

On January 2, 2026, the Company adopted its 2026 Stock Incentive Plan (the “Plan”). The Plan allows the Company to offer an option or a share purchase right to an employee, director, consultant or a member of the Board. Under the Plan, the maximum number of shares that may be issued will not exceed 10,000,000. The term of the option will not exceed 10 years from the date of grant. As of December 31, 2025 and 2024, there are no stock options outstanding. Options granted January 2, 2026 were a total of 1,332,500. The exercise price of the stock options is $6.60 per share for 450,000 and $6.00 per share for 882,500.

On March 17, 2026, the Board of Directors approved the grant of an additional 450,000 fully vested options under the Plan for exercise at $6.60 per share.  Concurrently the Board of Directors approved the grant under the Plan for exercise at $6.00 per share of a further 350,000 options to officers of which 250,000 were fully vested on date of grant and the remaining 100,000 options vested as to 30% on the date of grant with the balance vesting on the second anniversary of grant date. As of June 30, 2026, 2,132,500 options were outstanding under the Plan, of which 1,768,750 were vested.

The fair market value of each option granted was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions for each applicable period:

EXECUTIVE COMPENSATION

The following discussion and analysis of compensation arrangements should be read together with the compensation tables and related disclosures that follow. This discussion contains forward-looking statements that are based on our current plans and expectations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from the programs summarized in this discussion. The following discussion may also contain statements regarding corporate performance targets and goals. These targets and goals are disclosed in the limited context of our compensation programs and should not be understood to be statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts. 

Compensation of Executive Officers and Directors

Summary Compensation Table

During the Company’s fiscal years ended December 31, 2025, and 2024, we paid the following aggregate salaries to our current executive officers: