SecProbe.io

November 7, 2024
Matthew Mills
President
Med-X, Inc.
8236 Remmet Avenue
Canoga Park, CA 91304
Re:Med-X, Inc.
Amendment No. 1 to Offering Statement on Form 1-A
Filed October 11, 2024
File No. 024-12516
Dear Matthew Mills:
            We have reviewed your offering statement and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response. After reviewing any amendment to your offering statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 1 to Offering Statement on Form 1-A, Filed October 11, 2024
Cover Page
1.Please disclose on the cover page which disclosure format you are following for the
narrative disclosure required by Part II of Form 1-A. Refer to the last paragraph of
Part II(a)(1) of Form 1-A. If you intend to follow the offering circular format
described in Part II of Form 1-A, please include all relevant disclosures, including the
cross reference required by Part II, Item 1(d) of Form 1-A.
2.You state on page ii that the offering will terminate on the first to occur of certain
specified events, one of which is the one-year anniversary of the qualification date of
this offering statement. You make a similar statement on pages 67 and 68. However,
on page 68, you also state that the offering will end on the 180th day after the
qualification date but that you may extend the offering one or more times. Please
revise these disclosures for consistency to clarify the duration of the offering.
You state that there is no escrow agent or escrow account being used for this offering,
but then you state that funds released from escrow will be deposited directly into your
operating account for immediate use. Please revise your disclosures here and 3.

November 7, 2024
Page 2
throughout the offering statement as appropriate to clarify whether you intend to use
an escrow agent and an escrow account for this offering. In this regard, we note
inconsistent disclosures regarding escrow under "Risk Factors" on page 41, "Terms of
the Offering" on page 67, and "Plan of Distribution" on pages 68 and 70. We also note
that you included two forms of escrow services agreements with two different escrow
agents as exhibits to the offering statement.
Summary, page 2
4.The information in the "Summary" section on pages 2-16 appears to be nearly
identical to the information in the "Business" section on pages 19-33. Please revise
your summary to make it brief and to avoid repetition of the detailed information from
the "Business" section. Refer to Rule 253(d)(1) of Regulation A and Part II, Item 3(a)
of Form 1-A.
Thermal-Aid Headache Relief System, page 5
5.You state that Dr. Hyson is the inventor and grantee of three patents which have been
provided to Pacific Shore in perpetuity to commercialize the Thermal-Aid Headache
Relief System and Malibu Brands Pain Relief Cream. However, on page 8, you
disclose that the license agreement had an initial term of five years with options
exercisable for one-year extensions. Accordingly, please refrain from referring to the
license as a perpetual license. In addition, please disclose here whether these patents
have expired and ensure you briefly describe all material terms of the license
agreement in the offering statement. For example only, in addition to the current
disclosure, you should disclose which party owns any improvements you may make to
the licensed intellectual property, which party bears the responsibility for any costs
and fees associated with the licensed intellectual property, and when royalty payments
to Dr. Hyson are due and payable. Finally, please file a copy of the applicable license
agreement as an exhibit to the offering statement. In this regard, although we note a
license agreement for Thermal-Aid filed as Exhibit 6.6, it appears to be an agreement
with Matthew Mills and identifies different patent numbers than those disclosed on
page 5 of the offering statement.
Nature-Cide License and Patent Application, page 5
6.You state that Pacific Shore has an exclusive royalty-free worldwide master license in
perpetuity from Matthew Mills to commercialize the Nature-Cide brand and line of
products. You further state that the license agreement has no termination date.
However, the license agreement filed as Exhibit 6.5 to the offering statement 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. Accordingly, please refrain from referring to the license as a
perpetual license. In addition, please ensure you briefly describe all material terms of
the license agreement in the offering statement. For example only, in addition to the
current disclosure, you should disclose the term of the agreement, which party owns
any improvements you may make to the licensed intellectual property, and which
party bears the responsibility for any costs and fees associated with the licensed
intellectual property.

November 7, 2024
Page 3
Recent Developments, page 8
7.We note your references here and throughout the offering statement to an offering in
reliance on Regulation Crowdfunding. Specifically, we note that the Regulation
Crowdfunding offering appears to be an ongoing offering. In addition, we note other
disclosures throughout the offering statement indicating that a separate, private
placement may also have recently occurred and be ongoing. Please provide us with
your legal analysis as to whether those offerings may be subject to integration with the
offering contemplated by this offering statement. Refer to Securities Act Rule 152. In
addition, to the extent the offerings are concurrent, please tell us why they are priced
differently.
Patents and Trademarks, page 11
8.Please revise your disclosures to clarify which trademarks, patents, and patent
applications are owned and which ones are in-licensed by you and/or Pacific Shore
Holdings, as applicable.
Use of Proceeds, page 18
9.The use of proceeds described under "Expenditures" in the table on page 18 appears to
be inconsistent with the use of proceeds described in the first and the fourth
paragraphs of this section. Please revise your disclosures for consistency, or otherwise
advise.
10.In the third paragraph, you state that you estimate your net proceeds from the sale of
50% of the shares in this offering will be approximately $4,675,000. This number
appears to be inconsistent with the calculations presented in the table on page 18.
Please revise your disclosures to reconcile these amounts, or otherwise advise.
11.We note that you intend to use a portion of the net proceeds from this offering to
repay certain debt. Please describe the material terms of such debt and, if the debt was
incurred in the past year, describe the use of the proceeds arising from the debt. Refer
to Instruction 6 to Part II, Item 6 of Form 1-A.
Risk Factors, page 33
12.Please move the "Risk Factors" section so that it appears immediately following the
"Summary" section. Refer to Part II, Item 3(b) of Form 1-A.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 46
13.In the first paragraph, you refer to your "ongoing efforts to conclude [y]our IPO." You
make other disclosures regarding your IPO throughout the offering statement. Please
revise your disclosures as appropriate to clarify that you did not complete your IPO
and that you withdrew the registration statement for your IPO in April 2024.
Capitalization, page 52
14.Please provide updated capitalization and dilution presentations as of June 30, 2024.

November 7, 2024
Page 4
15.In your revised capitalization table and dilution presentation, ensure that net proceeds
from the planned IPO in the "pro forma as adjusted" column are consistent with the
corresponding amount in Use of Proceeds on page 18. Additionally, the share amounts
should be consistent with the terms for the planned offering and 1-for-16 reverse stock
split. Also, clarify whether these presentations will reflect automatic conversion
coincident with the planned IPO of the Promissory Note under the Line of Credit
Agreement, as discussed on page F-36.
16.In the third bullet point and in the last paragraph, you refer to the "assumed initial
public offering price of $4.00 per [s]hare." Please revise your disclosure to remove
"assumed" given that the offering is being made at a fixed price of $4.00 per share. In
addition, please refrain from referring to the offering price as your "initial public
offering price" given the significance of an "IPO price" under several of your
contractual arrangements described in the offering statement. Alternatively, tell us
whether the price of this offering is considered the "IPO price" under any such
arrangements. Please make similar revisions throughout the offering statement as
appropriate.
Management
Executive Officers and Directors of Med-X, page 54
17.We note your disclosure that David Toomey continues to actively practice clinical
medicine and that Ronald Tchorzewski is currently the owner of CFO Consultancy.
Please disclose the approximate number of hours per week that each of these officers
works for you. Refer to Part II, Item 10(a)(2) of Form 1-A.
Board Leadership Structure and Role in Risk Oversight, page 58
18.We note that you discuss your rationale for separating the positions of Chairman and
CEO. However, it appears that Matthew Mills serves as both your Chairman and
CEO. Please advise, or revise your disclosures as appropriate to reconcile this
apparent inconsistency.
19.You state that your board has three standing committees and that the charter of each
committee is to be adopted effective as of the effective date of a registration statement
on Form S-1 filed with the Securities and Exchange Commission. You make similar
statements in your discussions of each of these committees on pages 59-60. In
addition, we note similar disclosure on page 60 regarding your Code of Business
Conduct and Ethics. However, we note that you withdrew your registration statement
on Form S-1 in April 2024. Please revise your disclosures to clarify whether you still
intend to adopt the charter of each committee, as well as a Code of Business Conduct
and Ethics, and, if so, when. If you do not intend to adopt charters for your
committees in the near future, please tell us why.
Rule 251(d)(3)(i)(F) of Regulation A+, page 60
20.We note your disclosure about the potential for rescission claims due to your sale of
unregistered securities from November 3, 2018 through June 25, 2019. Please include
appropriate risk factor disclosure in your "Risk Factors" section about this potential
liability, or tell us why you do not believe such disclosure is appropriate.

November 7, 2024
Page 5
Compensation of Executive Officers, page 61
21.We note that you have provided compensation disclosure for your executive officers
but not for your directors. Please revise your disclosures to include director
compensation disclosures pursuant to Part II, Item 11 of Form 1-A or Item 402 of
Regulation S-K, as applicable based on the offering circular format you are using.
Stock Option Plan, page 62
22.You state that the maximum number of shares that may be issued under your stock
incentive plan will not exceed 10,000,000. You make a similar statement on page F-
15. However, on page F-33, you state that you reserved 625,000 shares of your
common stock pursuant to the plan. Please revise your disclosures to reconcile this
apparent inconsistency. In addition, file a copy of the stock incentive plan as an
exhibit to the offering statement. Refer to Part III, Item 17.6(c) of Form 1-A.
Security Ownership of Certain Beneficial Owners and Management, page 62
23.We note from your footnotes to the table that you have excluded each person’s vested
stock options from the calculation of that person’s beneficial ownership. However, a
person is deemed to be the beneficial owner of shares that such person has the right to
acquire beneficial ownership of within 60 days, including through the exercise of any
option. Please revise your beneficial ownership table accordingly, while maintaining
footnote disclosure as to how many vested options are included in the calculations in
the table. Refer to Part II, Item 12 of Form 1-A and Exchange Act Rule 13d-3(d)(1)(i).
Description of Capital Stock
Preferred Stock, page 66
24.Please outline briefly the material terms of the Series A super voting preferred stock,
including the rights and terms specified in Part II, Item 14(a) of Form 1-A as
appropriate. In your revised disclosure, please clarify how many shares of Series A
super voting preferred stock, if any, are authorized and remain available for issuance.
Terms of the Offering
Investor Suitability Standards, page 68
25.You state that shares will be sold only to a person if the aggregate purchase price paid
by such person is no more than 10% of the greater of such person's annual income or
net worth, not including the value of his primary residence. Please revise your
disclosure to clarify whether you intend to apply this restriction to all natural persons
or only to non-accredited investors. In addition, disclose any restriction on the
purchase of shares by any investor who is not an accredited investor and not a natural
person. Refer to Rule 251(d)(2)(i)(C) of Regulation A.
Consolidated Financial Statements for the Years Ended December 31, 2023 and 2022
Independent Auditor's Report, page F-2
26.Please provide a revised audit report from Set Apart Accountancy Corp that
references both years in the opinion paragraph and references Note 15, rather than
Note 14, in the going concern paragraph.

November 7, 2024
Page 6
Consolidated Statements of Operations, page F-5
27.Please revise to present net loss per share on the face of your income statements for
the years ended December 31, 2023 and 2022 and the three and six months ended
June 30, 2024 and 2023 and provide all disclosures required by ASC 260-10-50.
Subsequent Events, page F-12
28.Please reconcile your disclosures here which state "subsequent events have been
evaluated through May 15, 2024, which is the date the financial statements were
issued" with the disclosures on page F-20 which states that subsequent events have
been evaluated through September 15, 2024. Additionally, reconcile the disclosures in
your interim financial statements on pages F-30 and F-37 regarding the dates that
subsequent events have been evaluated.
Consolidated Financial Statements for the six months ended June 30, 2024 and 2023, page F-
22
29.Please revise your interim financial statements to comply with guidance in Article
10 of Regulation S-X, particularly disclosure required by Article 10-01(b)(8) and
labelling of each page as unaudited.
7. Capitalization and Equity Transactions, page F-32
30.You state that the 1-for-16 reverse stock split will occur "prior to the effective time of
a proposed Reg CF becoming effective with the Securities and Exchange
Commission" and that "the Reverse Split was effective April 16, 2024" and appear to
have made retroactive adjustments for this reverse stock split in your interim financial
statements but not your annual financial statements. We remind you that in
accordance with SAB Topic 4:C you will need to revise all financial statements and
disclosures throughout this filing to give effect to the expected reverse stock split.
Also, your auditor's report must be updated to reflect this stock split in accordance
with Auditing Standard (AS) 3110.05.
Index of Exhibits, page 66
31.Please file your agreement with Dealmaker Securities LLC pursuant to which
Dealmaker Securities LLC will act as lea