SEC Comment Letter 0000000000-23-005619 to Vitro Biopharma, Inc. (VTRO) (CIK 0000793171)
Vitro Biopharma, Inc. (VTRO) (CIK 0000793171)
Date: May 26, 2023 · CIK: 0000793171 · Accession: 0000000000-23-005619
AI Filing Summary & Sentiment
File numbers found in text: 333-267366
Letter
United States securities and exchange commission logo May 26, 2023 Christopher Furman Chief Executive Officer Vitro Biopharma, Inc. 3200 Cherry Creek Drive South Suite 720 Denver, CO 80209 Re:Vitro Biopharma, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed May 8, 2023 File No. 333-267366 Dear Christopher Furman: We have reviewed your amended registration 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 registration 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 registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our November 17, 2022 letter. Amendment No. 2 to Registration Statement on Form S-1, filed May 8, 2023 Summary, page 1 1.Please include higher resolution images of each of the charts presented on pages 2, 3, 97 and 98. Currently the tables are difficult to read. Management's Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Estimates, page 75 2.We note your disclosure stating that you have determined that you have no critical accounting estimates material to your consolidated financial position, results of operations, or cash flow related to your consolidated financial statements included in this
FirstName LastNameChristopher Furman Comapany NameVitro Biopharma, Inc. May 26, 2023 Page 2 FirstName LastName Christopher Furman Vitro Biopharma, Inc. May 26, 2023 Page 2 prospectus. Please tell us how you determined that the estimates you used in evaluating goodwill and other intangible assets for impairment and the estimates you used in valuing your stock-based compensation are not material to your financial statements. Our Products Cosmetic Conditioned Media and Exosome-Containing Serums, page 90 3.We note your disclosure that from June 2022 to July 2022, you "voluntarily suspended sales of InfiniVive MD's Exosome Serum in the United States in order to conduct an investigation into the administration of this product by medical professionals that have purchased this product directly from [you] or via distribution from other medical professionals." Please revise your disclosure to provide further details about what prompted your decision to voluntarily suspend sales of this product, what the basis of your investigation was, what, if anything, your investigation uncovered and which regulatory advisors you consulted with. Preliminary Tolerability Data from Foreign Clinical Studies, page 92 4.We note your disclosure here that you receive "data relating to any occurrence of any serious adverse events[.]" Please clarify your disclosure here to note whether any serious adverse events have actually been recorded and whether you have received such data from any foreign third-party clinics using AlloRx Stem Cells. To the extent you have received reports of serious adverse events, describe the events and quantify the number of each type of event. Financial Statements for Fiscal Years Ended October 31, 2022 and 2021 Note 5- Intangible Assets, page F-17 5.Please expand your note disclosure of intangible assets subject to amortization to include the estimated aggregate amortization expense for each of the five succeeding fiscal years, in accordance with ASC 350-30-50-2(a)(3). You may contact Tracie Mariner at 202-551-3744 or Kevin Vaughn at 202-551-3494 if you have questions regarding comments on the financial statements and related matters. Please contact Joshua Gorsky at 202-551-7836 or Suzanne Hayes at 202-551-3675 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: David J. Babiarz
Show Raw Text
United States securities and exchange commission logo
May 26, 2023
Christopher Furman
Chief Executive Officer
Vitro Biopharma, Inc.
3200 Cherry Creek Drive South
Suite 720
Denver, CO 80209
Re:Vitro Biopharma, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed May 8, 2023
File No. 333-267366
Dear Christopher Furman:
We have reviewed your amended registration 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 registration 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 registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our November 17, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-1, filed May 8, 2023
Summary, page 1
1.Please include higher resolution images of each of the charts presented on pages 2, 3, 97
and 98. Currently the tables are difficult to read.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Estimates, page 75
2.We note your disclosure stating that you have determined that you have no critical
accounting estimates material to your consolidated financial position, results of
operations, or cash flow related to your consolidated financial statements included in this
FirstName LastNameChristopher Furman
Comapany NameVitro Biopharma, Inc.
May 26, 2023 Page 2
FirstName LastName
Christopher Furman
Vitro Biopharma, Inc.
May 26, 2023
Page 2
prospectus. Please tell us how you determined that the estimates you used in
evaluating goodwill and other intangible assets for impairment and the estimates you used
in valuing your stock-based compensation are not material to your financial statements.
Our Products
Cosmetic Conditioned Media and Exosome-Containing Serums, page 90
3.We note your disclosure that from June 2022 to July 2022, you "voluntarily suspended
sales of InfiniVive MD's Exosome Serum in the United States in order to conduct an
investigation into the administration of this product by medical professionals that have
purchased this product directly from [you] or via distribution from other medical
professionals." Please revise your disclosure to provide further details about what
prompted your decision to voluntarily suspend sales of this product, what the basis of your
investigation was, what, if anything, your investigation uncovered and which regulatory
advisors you consulted with.
Preliminary Tolerability Data from Foreign Clinical Studies, page 92
4.We note your disclosure here that you receive "data relating to any occurrence of any
serious adverse events[.]" Please clarify your disclosure here to note whether any serious
adverse events have actually been recorded and whether you have received such data from
any foreign third-party clinics using AlloRx Stem Cells. To the extent you have received
reports of serious adverse events, describe the events and quantify the number of each
type of event.
Financial Statements for Fiscal Years Ended October 31, 2022 and 2021
Note 5- Intangible Assets, page F-17
5.Please expand your note disclosure of intangible assets subject to amortization to include
the estimated aggregate amortization expense for each of the five succeeding fiscal years,
in accordance with ASC 350-30-50-2(a)(3).
You may contact Tracie Mariner at 202-551-3744 or Kevin Vaughn at 202-551-3494 if
you have questions regarding comments on the financial statements and related matters. Please
contact Joshua Gorsky at 202-551-7836 or Suzanne Hayes at 202-551-3675 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: David J. Babiarz