June 20, 2019
Ronald J. Tchorzewski
Chief Financial Officer
MED-X, INC.
8236 Remmet Avenue
Canoga Park, California 91304
Re: MED-X, INC.
Offering Statement on Form 1-A
Filed May 24, 2019
File No. 024-11007
Dear Mr. Tchorzewski:
We have reviewed your offering statement and have the following
comments. In some of
our comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Offering Statement on Form 1-A filed May 24, 2019
Cover Page
1. The second paragraph on the cover page does not appear to be consistent
with Rule
251(d)(3)(i)(F) as it relates to sales that may occur after the
three-year anniversary of the
qualification of the prior offering statement when the current offering
statement was not
filed prior to the end of that three-year period. Please revise.
2. Please clarify the fees to be paid to the selling agent for sales to
investors introduced to the
agent by the company. As written, footnote (1) is not clear as to whether
the 2% fee is in
addition to the 8% commission the selling agent will otherwise earn.
Use of Proceeds, page 7
3. Please describe any anticipated material changes in the use of proceeds
if all of the
securities being qualified on the offering statement are not sold. For
example, please
Ronald J. Tchorzewski
FirstName LastNameRonald J. Tchorzewski
MED-X, INC.
Comapany NameMED-X, INC.
June 20, 2019
June 20, 2019 Page 2
Page 2
FirstName LastName
discuss how you will allocate the proceeds if you raise half, or less
than half, of the
maximum offering amount. See Instruction 3 to Item 6 in Part II of
Form 1-A.
4. We note you have signed a letter of intent with a potential
acquisition target in exchange
for cash and stock. To the extent any material amount of proceeds will
be used to finance
acquisitions of other businesses, please identify the business, the
status of negotiations,
and a brief description of the business.
Description of Capital Stock, page 42
5. We note Section 6 of the Subscription Agreement filed as Exhibit 4.1
limits legal action
under the agreement to "proper forum in the County of Los Angeles,
State of California."
Please disclose whether this provision applies to actions arising
under the Securities Act
or Exchange Act. In that regard, we note that Section 27 of the
Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created
by the Exchange Act or the rules and regulations thereunder, and
Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state
courts over all suits
brought to enforce any duty or liability created by the Securities Act
or the rules and
regulations thereunder. If the provision applies to Securities Act
claims, please also revise
your prospectus to state that there is uncertainty as to whether a
court would enforce such
provision and that investors cannot waive compliance with the federal
securities laws and
the rules and regulations thereunder. If this provision does not apply
to actions arising
under the Securities Act or the Exchange Act, please also ensure that
the exclusive forum
provision in the subscription agreement states this clearly, or tell
us how you will inform
investors in future filings that the provision does not apply to any
actions arising under the
Securities Act or Exchange Act.
General
6. We note that the qualification date of your initial offering statement
was November 3,
2015. Please advise whether any offers or sales have been made between
November 3,
2018 and the filing of this offering statement. In this regard, we
note the disclosure on
page 5 that you have issued 5,208,642 shares of your common stock from
June 30, 2018
to May 1, 2019. If such offers or sales were made, provide an analysis
as to how the
offers and sales were consistent with Section 5 of the Securities Act.
Refer to Securities
Act Rule 251(d)(3)(i)(F).
We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff. We also remind you that, following qualification of your
Form 1-A, Rule 257
Ronald J. Tchorzewski
MED-X, INC.
June 20, 2019
Page 3
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.
You may contact Vanessa Robertson at 202-551-3649 or Angela Connell at
202-551-
3426 if you have questions regarding comments on the financial statements and
related
matters. Please contact Jeffrey Gabor at 202-551-2544 or Mary Beth Breslin at
202-551-
3625 with any other questions.
Sincerely,
FirstName LastNameRonald J. Tchorzewski
Division of
Corporation Finance
Comapany NameMED-X, INC.
Office of Healthcare
& Insurance
June 20, 2019 Page 3
cc: Mark J. Richardson, Esq.
FirstName LastName