Med-X's $100 Million GEM Equity Line Expired Unused, and a $400,000 Settlement Now Hinges on a Listing Targeted by October 31

Med-X, Inc., the Canoga Park, California company whose Nature-Cide botanical pest-control and Thermal-Aid therapy products have been sold to retail investors under Regulation A for a decade, has closed out a financing that never happened. A Form 1-U filed with the Securities and Exchange Commission on September 1, 2026 (accession 0001477932-26-005338) discloses a settlement with GEM Global Yield LLC SCS and GEM Yield Bahamas Limited over an August 2021 agreement under which GEM had committed to buy up to $100 million of Med-X stock once the company listed on a national exchange. Five years later there has been no listing, the agreement has expired, and Med-X has agreed to pay $400,000 if and when it does list, a listing the settlement says the company is targeting by October 31, 2026.

What the filing shows

The 1-U's Item 1 summary and the settlement agreement filed as Exhibit 6.11, a scanned document AltStreet read in full, together describe the arrangement. The Share Purchase Agreement of August 5, 2021 'expired or terminated by its terms on or about August 5, 2026.' GEM contends that the warrant issued to GEM Yield and the registration rights agreement survived that expiry; Med-X does not concede it. Rather than litigate, the parties agreed that Med-X will pay $400,000 in cash at the 'Settlement Effective Time,' after which all rights under the prior GEM documents terminate.

• —Trigger: the earlier of a Public Marketplace Listing (Nasdaq, NYSE, NYSE American, OTCQX, OTCQB or another recognized market, whether or not a trade has occurred) or the closing of an Alternative Transaction (merger, reverse merger, SPAC combination, sale of substantially all assets, change of control, or liquidation).
• —Target: the recitals state Med-X 'is currently targeting a Public Marketplace Listing on or before October 31, 2026,' and the company must report its listing progress to GEM at least every 30 days.
• —Outside date: if no listing has occurred within one year of August 26, 2026, GEM may terminate the settlement; a listing or alternative transaction within 12 months after such a termination still triggers the payment.
• —Standstill: until paid, GEM may not exercise or transfer the warrant or registration rights; if a payment is more than five business days late after notice, the standstill ends and GEM may enforce whatever rights it contends survived. No penalty, default charge or additional amount applies, and no securities are issued.

Background

Under the agreement's first recital, GEM's commitment was to purchase shares 'following the Company's public listing on a national securities exchange.' There was no listing, so there was nothing to draw. Med-X did try: it filed a Form S-1 registration statement (File No. 333-267325) in 2022 and amended it through February 9, 2024, then asked the SEC on April 23, 2024 to withdraw it, stating it had elected not to pursue the sale and that the statement had never become effective.

Instead the company kept raising from retail. Med-X was among the first issuers qualified under the 2015 Regulation A rules, on November 3, 2015, and its record includes an early enforcement test of the regime: in September 2016 the SEC temporarily suspended its Reg A exemption for failing to file its 2015 annual report on time; the company filed the report on September 19, 2016 and contested the order, and the suspension was vacated effective August 24, 2017, according to its own Form 1-U filings. Weeks later it disclosed a settlement with the California Department of Business Oversight over its failure to disclose an employee's 2010 desist-and-refrain order in its offering circular, a settlement the company said avoided a bad-actor disqualification. Its current Tier 2 offering, up to $10 million of common stock at $4.00, was qualified May 29, 2025 with DealMaker as lead selling agent for a 6.5% cash fee, a $10,000 monthly fee and a $32,500 advance. Per the fiscal 2025 Form 1-K, that offering sold 384,301 shares for $1,423,327 net during 2025 and 186,224 shares for about $554,077 net from January 1 to April 10, 2026; private placements at $2.00 and $3.00 a share and a 2024 Regulation CF round at $3.00 made up the rest of the $5.17 million of stock-sale proceeds in 2025 and $4.69 million in 2024.

The annual report describes a business that needs those proceeds. Revenue was $1,987,181 in 2025, up 15% on 2024, with 31% of it from two pest-control distributors, Target Specialty Products and Veseris. The net loss was $6,960,373, operating cash outflow $5,123,527, and year-end cash $270,079 against a $496,247 working capital deficit; the company had 17 full-time employees. Cherry Bekaert LLP, engaged in January 2025 to audit under PCAOB standards after the company dismissed its prior auditor, included a going-concern paragraph, and the fiscal 2024 statements were restated after the new firm identified items requiring correction. The report states the company does not expect product sales to cover its cash needs and will attempt to raise more through stock sales. In September 2025 Med-X engaged Delbrook Digital Ltd. (Bad Twin Capital) and Marco Polo Securities as broker-dealers, following a July 2024 advisory agreement with Maxim Group.

The pattern in AltStreet's data

AltStreet's monitoring holds no platform, deal or prior article record for Med-X; the 1-U was flagged as a Regulation A fundamental-change event, and this is a single-issuer signal. Med-X's 2025 offering ran through DealMaker, whose case-study issuers AltStreet's DealMaker review classified as ordinary operating companies rather than alternative assets; Med-X falls in the same category. Its 172 EDGAR filings since 2014 make it one of the longest continuous Regulation A reporting records on file.

Why it matters

The settlement is small money. Its significance is what it reveals about the listing plan: a Regulation A issuer with $270,000 of year-end cash and a going-concern opinion has told a counterparty, in a signed agreement, that it is targeting a public listing or quotation within about two months, and has accepted a 30-day duty to report its progress. The definition of Public Marketplace includes OTCQX and OTCQB, so the target can be met by an over-the-counter quotation rather than a Nasdaq or NYSE listing. Retail holders who bought at $4.00 under the Reg A offering, or at $1.60 to $3.00 in private placements, would learn of any such step through a later 1-U or a listing application, not from this filing.

For the equity-line structure itself, the record is a caution. The 2021 agreement gave Med-X a headline $100 million of committed capital that was contingent on an event the company could not deliver; the only cash that will ever move under it is $400,000 from Med-X to GEM, and GEM keeps its warrant claim in reserve until it is paid. Investors reading a Regulation A issuer's marketing about committed financing should check what the commitment is contingent on.

What the filings do not show

The Form 1-U and settlement do not state the number of shares under GEM's warrant, its exercise price, or whether any commitment fee was paid in 2021; the original 2021 agreements are listed as exhibits to the company's annual and semiannual reports but were not reviewed for this article. The filings do not say which market Med-X intends to apply to, whether an application has been made, or how a listing would be financed; the October 31 date is a stated target with conditions, not a commitment. Nothing in the filings explains why the 2021 line was signed when no listing was in reach, and AltStreet has not put questions to the company. Figures on the business come from the fiscal 2025 Form 1-K and are as of December 31, 2025 or April 10, 2026 as stated. This article does not assess Med-X's products, its prospects or the merits of its offering.