Rule 253(g)(2)
File No. 024-10472
SUPPLEMENT, DATED SEPTEMBER 14, 2017
TO THE OFFERING CIRCULAR, DATED JUNE 30, 2017
PURSUANT TO REGULATION A
OF THE SECURITIES ACT OF 1933
MED-X, INC. |
8236 Remmet Avenue Canoga Park, California 91304 (818) 349-2870 www.MEDX-RX.com |
$15,000,000
25,000,000 Shares of Common Stock at $0.60 per Share
Minimum Investment: 700 Shares ($420)
FORM 1-A: TIER 2
FOR SOPHISTICATED INVESTORS ONLY
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION, HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.
GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(D)(2)(I)(C) OF REGULATION A FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV.
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| Price to public |
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| Underwriting discount and commissions |
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| Proceeds to Company |
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| Proceeds to other persons |
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Per share |
| $ | 0.60 |
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| $ | 0.60 |
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| $ | 0 |
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Total: |
| $ | 15,000,000 |
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| - |
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| $ | 15,000,000 |
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| $ | 0 |
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TERMS OF THE OFFERING
We are offering shares of common stock for a purchase price of $0.60 per share with a minimum purchase requirement of 700 shares ($420). The maximum offering is $14,127,452. We will have the unrestricted right to reject tendered subscriptions for any reason and to accept less than the minimum investment from a limited number of subscribers. In the event the shares available for sale are oversubscribed, they will be sold to those investors subscribing first, provided they satisfy the applicable investor suitability standards. See “INVESTOR SUITABILITY STANDARDS.”
The purchase price for the shares will be payable in full upon subscription. Subscription funds which are accepted will be deposited into our escrow account maintained by Prime Trust, LLC, escrow agent, which will be released to us periodically during the offering for our use. We have no obligation to refund subscriptions for shares in this offering. We have no required minimum offering amount to close and release funds.
Subscription Period
The offering of shares will terminate on March 30, 2018, unless we extend the offering for up to an additional 60 days, or terminate the offering sooner in our sole discretion regardless of the amount of capital raised (the “Sales Termination Date”). The Sales Termination Date may occur prior to March 30, 2018 if subscriptions for the maximum number of shares have been received and accepted by us before such date. Subscriptions for shares must be received and accepted by us on or before such date to qualify the subscriber for participation in Med-X.
Subscription Procedures
Completed and signed subscription documents and subscription checks should be sent to Prime Trust, LLC at the following address: 2300 West Sahara Avenue, Suite 1170, Las Vegas, Nevada 89102. Subscription checks should be made payable to Prime Trust, LLC as Agent for Med-X, Inc. Escrow Account. If a subscription is rejected, all funds will be returned to subscribers within ten days of such rejection without deduction or interest. Upon acceptance by us of a subscription, a confirmation of such acceptance will be sent to the subscriber.
Investor Suitability Standards
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, as calculated under Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended. See the Purchaser Qualification Questionnaire in the Subscription Documents in Exhibit A to this Offering Circular. In the case of sales to fiduciary accounts (Keogh Plans, Individual Retirement Accounts (IRAs) and Qualified Pension/Profit Sharing Plans or Trusts), the above suitability standards must be met by the fiduciary account, the beneficiary of the fiduciary account, or by the donor who directly or indirectly supplies the funds for the purchase of shares. Investor suitability standards in certain states may be higher than those described in this Offering Circular. These standards represent minimum suitability requirements for prospective investors, and the satisfaction of such standards does not necessarily mean that an investment in the Company is suitable for such persons.
Each investor must represent in writing that he/she meets the applicable requirements set forth above and in the Subscription Agreement, including, among other things, that (i) he/she is purchasing the shares for his/her own account and (ii) he/she has such knowledge and experience in financial and business matters that he/she is capable of evaluating without outside assistance the merits and risks of investing in the shares, or he/she and his/her purchaser representative together have such knowledge and experience that they are capable of evaluating the merits and risks of investing in the shares. Broker-dealers and other persons participating in the offering must make a reasonable inquiry in order to verify an investor’s suitability for an investment in us. Transferees of shares will be required to meet the above suitability standards.
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Shares may not be offered, sold, transferred, or delivered, directly or indirectly, to any person who (i) is named on the list of “specially designated nationals” or “blocked persons” maintained by the U.S. Office of Foreign Assets Control (“OFAC”) at www.ustreas.gov/offices/enforcement/ofac/sdn or as otherwise published from time to time, (ii) an agency of the government of a Sanctioned Country, (iii) an organization controlled by a Sanctioned Country, or (iv) is a person residing in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC. A “Sanctioned Country” means a country subject to a sanctions program identified on the list maintained by OFAC and available at www.ustreas.gov/offices/enforcement/ofac/sdn or as otherwise published from time to time.
Shares may not be offered, sold, transferred, or delivered, directly or indirectly, to any person who (i) has more than fifteen percent (15%) of its assets in Sanctioned Countries or (ii) derives more than fifteen percent (15%) of its operating income from investments in, or transactions with, sanctioned persons or Sanctioned Countries.
Interim Investments
Company funds not needed on an immediate basis to fund our operations may be invested in government securities, money market accounts, deposits or certificates of deposit in commercial banks or savings and loan associations, bank repurchase agreements, funds backed by government securities, short-term commercial paper, or in other similar interim investments.
Transfer Agent and Registrar
V Stock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598, is the transfer agent and registrant for the shares.
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MED-X, INC.
a Nevada Corporation
23,551,960 Shares at $0.60 Per Share
Minimum Investment: 700 Shares ($420)
FOR SOPHISTICATED INVESTORS ONLY
INSTRUCTIONS FOR SUBSCRIPTION
To Subscribe
| 1. | Subscription Agreement |
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| Please execute the signature page and return with the Investor Questionnaire | |
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| 2. | Purchaser Questionnaire |
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| Please complete and return with your executed Subscription Agreement. | |
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| 3. | Please make check payable to: Prime Trust, LLC as Agent for Med-X, Inc. Escrow Account |
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| 4. | Please mail subscription documents and checks to: |
Prime Trust, LLC as Agent for Med-X, Inc. Escrow Account
2300 West Sahara Avenue, Suite 1170
Las Vegas, Nevada 89102
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SUBSCRIPTION AGREEMENT
Name of Investor: |
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Matthew Mills, President
Med-X, Inc.
c/o Prime Trust, LLC
2300 West Sahara Avenue, Suite 1170
Las Vegas, Nevada 89102
Reference Med X, Inc.
| Re: | MED-X, INC. – 23,551,960 Shares of Common Stock (the “Shares”) |
Gentlemen:
1. Subscription. The undersigned hereby tenders this subscription and applies to purchase the number of Shares in Med-X, Inc., a Nevada corporation (the “Company”) indicated below, pursuant to the terms of this Subscription Agreement. The purchase price of each Share is sixty cents ($0.60), payable in cash in full upon subscription. The undersigned further sets forth statements upon which you may rely to determine the suitability of the undersigned to purchase the Shares. The undersigned understands that the Shares are being offered pursuant to the Offering Circular, dated June 30, 2017 and its exhibits (the “Offering Circular”). In connection with this subscription, the undersigned represents and warrants that the personal, business and financial information contained in the Purchaser Questionnaire is complete and accurate, and presents a true statement of the undersigned’s financial condition.
2. Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings:
(i) The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested.
(ii) The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of a purchaser representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto.
(iii) The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him. The undersigned has adequate financial resources for an investment of this character, and at this time he could bear a complete loss of his investment. The undersigned understands that any projections which may be made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s operations.
(iv) The undersigned understands that the Shares are not being registered under the Securities Act of 1933, as amended (the “1933 Act”) on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s representations and warranties, and those of the other purchasers of Shares.
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(v) The undersigned understands that the Shares are not being registered under the securities laws of certain states on the basis that the issuance thereof is exempt as an offer and sale not involving a registerable public offering in such state, since the Shares are “covered securities” under the National Securities Market Improvement Act of 1996. The undersigned understands that reliance on such exemptions is predicated in part on the truth and accuracy of the undersigned’s representations and warranties and those of other purchasers of Shares. The undersigned covenants not to sell, transfer or otherwise dispose of a Share unless such Share has been registered under the applicable state securities laws, or an exemption from registration is available.
(vi) The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(2) of the Securities Act of 1933, as amended, or the undersigned is an “accredited investor,” as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended (see the attached Purchaser Questionnaire), or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “accredited investor.”
(vii) The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Shares and a public market for the Shares may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Shares have not been registered under the 1933 Act and applicable state law and an exemption from registration for resale may not be available.
(viii) All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state.
(ix) The undersigned has relied solely upon the Offering Circular and independent investigations made by him or his purchaser representative with respect to the Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned.
(x) The undersigned agrees not to transfer or assign this subscription or any interest therein.
(xi) The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription.
(xii) If the undersigned is a partnership, corporation or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the Shares. This Subscription Agreement and all other documents executed in connection with this subscription for Shares are valid, binding and enforceable agreements of the undersigned.
(xiii) The undersigned meets any additional suitability standards and/or financial requirements which may be required in the jurisdiction in which he resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.
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3. Indemnification. The undersigned hereby agrees to indemnify and hold harmless the Company and all of its affiliates, attorneys, accountants, employees, officers, directors, Shareholders and agents from any liability, claims, costs, damages, losses or expenses incurred or sustained by them as a result of the undersigned’s representations and warranties herein or in the Purchaser Questionnaire being untrue or inaccurate, or because of a breach of this agreement by the undersigned. The undersigned hereby further agrees that the provisions of Section 3 of this Subscription Agreement will survive the sale, transfer or any attempted sale or transfer of all or any portion of the Shares. The undersigned hereby grants to the Company the right to setoff against any amounts payable by the Company to the undersigned, for whatever reason, of any and all damages, costs and expenses (including, but not limited to, reasonable attorney’s fees) which are incurred by the Company or any of its affiliates as a result of matters for which the Company is indemnified pursuant to Section 3 of this Subscription Agreement.
4. Taxpayer Identification Number/Backup Withholding Certification. Unless a subscriber indicates to the contrary on the Subscription Agreement, he will certify that his taxpayer identification number is correct and, if not a corporation, IRA, Keogh, or Qualified Trust (as to which there would be no withholding), he is not subject to backup withholding on interest or dividends. If the subscriber does not provide a taxpayer identification number certified to be correct or does not make the certification that the subscriber is not subject to backup withholding, then the subscriber may be subject to twenty-eight percent (28%) withholding on interest or dividends paid to the holder of the Shares.
5. Foreign Investors. The undersigned hereby represents and warrants that the undersigned is not (i) named on the list of “specially designated nationals” or “blocked persons” maintained by the U.S. Office of Foreign Assets Control (“OFAC”) at www.ustreas.gov/offices/enforcement/ofac/sdn or as otherwise published from time to time, (ii) an agency of the government of a Sanctioned Country, (iii) an organization controlled by a Sanctioned Country, (iv) a person residing in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC, (v) a person who owns more than fifteen percent (15%) of its assets in Sanctioned Countries, or (vi) a person who derives more than fifteen percent (15%) of its operating income from investments in, or transactions with, sanctioned persons or Sanctioned Countries. A “Sanctioned Country” means a country subject to a sanctions program identified on the list maintained by OFAC and available at www.ustreas.gov/offices/enforcement/ofac/sdn or as otherwise published from time to time.
6. Governing Law. This Subscription Agreement will be governed by and construed in accordance with the laws of the State of Nevada. The venue for any legal action under this Agreement will be in the proper forum in the County of Los Angeles, State of California.
7. Acknowledgement of Risks Factors. The undersigned has carefully reviewed and thoroughly understands the risks associated with an investment in the Shares as described in the Offering Circular. The undersigned acknowledges that this investment entails significant risks.
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The undersigned has (have) executed this Subscription Agreement on this _______ day of _________ ,
20 _______ , at __________________________ .
| SUBSCRIBER (1) |
| SUBSCRIBER (2) |
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| Signature |
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| (Print Name of Subscriber) |
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| (Street Address) |
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| (City, State and Zip Code) |
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| (Social Security or Tax Identification Number) |
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Number of Shares ____________ |
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Dollar Amount of Shares (At $0.60 per Share) ____________________________ |
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PLEASE MAKE CHECKS PAYABLE TO: “PRIME TRUST, LLC AS AGENT FOR MED-X, INC. ESCROW ACCOUNT” |
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MANNER IN WHICH TITLE IS TO BE HELD:
¨ | Community Property* | ¨ | Individual Property |
¨ | Joint Tenancy With Right of Survivorship* | ¨ | Separate Property |
¨ | Corporate or Fund Owners ** | ¨ | Tenants-in-Common* |
¨ | Pension or Profit Sharing Plan | ¨ | Tenants-in-Entirety* |
¨ | Trust or Fiduciary Capacity (trust documents must accompany this form) | ¨ | Keogh Plan |
¨ | Fiduciary for a Minor | ¨ | Individual Retirement Account |
* Signature of all parties required ** In the case of a Fund, state names of all partners. | ¨ | Other (Please indicate) ______________________________________ | |
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| SUBSCRIPTION ACCEPTED: |
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MED-X, INC. |
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| By: |
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| Matthew Mills, President | DATE | |
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MED-X, INC.
PURCHASER QUESTIONNAIRE
Matthew Mills, President
Med-X, Inc.
c/o Prime Trust, LLC
2300 West Sahara Avenue, Suite 1170
Las Vegas, Nevada 89102
Reference Med X, Inc.
Re: | MED-X, INC. |
Gentlemen:
The following information is furnished to you in order for you to determine whether the undersigned is qualified to purchase shares of common stock (the “Shares”) in the above referenced Company pursuant to Section 3(b) of the Securities Act of 1933, as amended (the “Act”), Regulation A+ promulgated thereunder, and appropriate provisions of applicable state securities laws. I understand that you will rely upon the following information for purposes of such determination, and that the Shares will not be registered under the Act in reliance upon the exemption from registration provided by Section 3(b) of the Act, Regulation A+, and appropriate provisions of applicable state securities laws.
ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY. However, I agree that you may present this questionnaire to such parties as you deem appropriate if called upon to establish that the proposed offer and sale of the Shares is exempt from registration under the Act or meets the requirements of applicable state securities laws.
I hereby provide you with the following representations and information:
| 1. | Name: ____________________________________________________________________________ |
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| 2. | Residence Address & Telephone No: _____________________________________________________ |
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| 3. | Mailing Address: ____________________________________________________________________ |
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| 3a. Email Address:___________________________________________________________________ | |
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| 4. | Employer and Position: _______________________________________________________________ |
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| 5. | Business Address & Telephone No: ______________________________________________________ |
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| 6. | Business or Professional Education & Degree: ______________________________________________ |
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| 7. | Prior Investments of Purchaser: |
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| Amount (Cumulative) $ ______________________ (initial appropriate category below): |
Capital Stock: | ¨ None (Initial) | ¨ Up to $50,000 (Initial) | ¨ $50,000 to $250,000 (Initial) | ¨ Over $250,000 (Initial) |
Bonds: | ¨ None (Initial) | ¨ Up to $50,000 (Initial) | ¨ $50,000 to $250,000 (Initial) | ¨ Over $250,000 (Initial) |
Other: | ¨ None (Initial) | ¨ Up to $50,000 (Initial) | ¨ $50,000 to $250,000 (Initial) | ¨ Over $250,000 (Initial) |
| 8. | Based on the definition of an “Accredited Investor” which appears below, I am an Accredited Investor: |
| ¨ Yes ¨ No |
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| I understand that the representations contained in this section are made for the purpose of qualifying me as an accredited investor as the term is defined by the Securities and Exchange Commission for the purpose of selling securities to me. I hereby represent that the statement or statements initialed below are true and correct in all respects. I am an Accredited Investor because I fall within one of the following categories (initial appropriate category): |
| ¨ | A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000, not including the value of the person’s primary residence; |
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| ¨ | A natural person who had an individual income in excess of $200,000 in each of the two most recent years and who reasonably expects an income in excess of $200,000 in the current year; |
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| ¨ | My spouse and I have had joint income for the most two recent years in excess of $300,000 and we expect our joint income to be in excess of $300,000 for the current year; |
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| ¨ | Any organization described in Section 501(c)(3) of the Internal Revenue Code, or any corporation, Massachusetts Business Trust or Fund not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; |
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| ¨ | A bank as defined in Section 3(a)(2) of the Securities Act whether acting in its individual or fiduciary capacity; insurance company as defined in Section 2(12) of the Securities Act, investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(1)(48) of that Act; or Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; |
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| ¨ | A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; |
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| ¨ | An employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the investment decision is to be made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000; |
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| ¨ | An entity in which all of the equity owners are Accredited Investors under the above paragraph. |
9. | Financial Information: | |
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| (a) | My net worth (not including the value of my primary residence) is |
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| $_________________ | |
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| (b) | My gross annual income during the preceding two years was: |
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| $_________________ (2015) | |
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| $_________________ (2016) | |
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| (c) | My anticipated gross annual income in 2017 is $ _______________. |
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| (d) | (1) ¨ (initial here) I have such knowledge and experience in financial, tax and business matters that I am capable of utilizing the information made available to me in connection with the offering of the Shares to evaluate the merits and risks of an investment in the Shares, and to make an informed investment decision with respect to the Shares. I do not desire to utilize a Purchaser Representative in connection with evaluating such merits and risks. I understand, however, that the Company may request that I use a Purchaser Representative. |
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| (2) ¨ (initial here) I intend to use the services of the following named person(s) as Purchaser Representative(s) in connection with evaluating the merits and risks of an investment in the Shares and hereby appoint such person(s) to act as my Purchaser Representative(s) in connection with my proposed purchase of Shares. |
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| List name(s) of Purchaser Representative(s), if applicable. ___________________________ | |
| 10. | Except as indicated below, any purchases of the Shares will be solely for my account, and not for the account of any other person or with a view to any resale or distribution thereof. |
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| 11. | I represent to you that the information contained herein is complete and accurate and may be relied upon by you. I understand that a false representation may constitute a violation of law, and that any person who suffers damage as a result of a false representation may have a claim against me for damages. I will notify you immediately of any material change in any of such information occurring prior to the closing of the purchase of Shares, if any, by me. |
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| Name (Please Print): __________________________________________________________________ | |
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| Signature __________________________________________________________________________ | |
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| Telephone Number ___________________________________________________________________ | |
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| Social Security or Tax I.D. Number ______________________________________________________ | |
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| Executed at: ________________________________________________________________________ | |
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| on this ________ day of _________________________________, 20________ | |
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