SEC Comment Letter 0000000000-24-009860 to Vitro Biopharma, Inc. (VTRO) (CIK 0000793171)
Vitro Biopharma, Inc. (VTRO) (CIK 0000793171)
Date: Aug. 29, 2024 · CIK: 0000793171 · Accession: 0000000000-24-009860
AI Filing Summary & Sentiment
File numbers found in text: 333-267366
Letter
August 29, 2024 Christopher Furman Chief Executive Officer Vitro Biopharma, Inc. 3200 Cherry Creek Drive South, Suite 410 Denver, CO 80209 Re:Vitro Biopharma, Inc. Amendment No. 11 to Registration Statement on Form S-1 Filed August 23, 2024 File No. 333-267366 Dear Christopher Furman: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our 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 registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our August 20, 2024 letter. Amendment No. 11 to Registration Statement on Form S-1 Filed August 23, 2024 Prospectus Summary Note Transactions in 2022, 2023 and 2024, page 8 1.We note your response to prior comment 2. Please tell us whether there is still a possibility that all or a portion of the Consolidated Note could be converted into 200% of the shares issuable thereunder at the assumed conversion price. To the extent this option could potentially be exercised following the consummation of this offering, please revise your disclosure to describe this feature. Please 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 Jessica Dickerson at 202-551-8013 or Alan Campbell at 202-551-4224 with any other questions.
August 29, 2024 Page 2 Sincerely, Division of Corporation Finance Office of Life Sciences cc:Ross Carmel, Esq.
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August 29, 2024
Christopher Furman
Chief Executive Officer
Vitro Biopharma, Inc.
3200 Cherry Creek Drive South, Suite 410
Denver, CO 80209
Re:Vitro Biopharma, Inc.
Amendment No. 11 to Registration Statement on Form S-1
Filed August 23, 2024
File No. 333-267366
Dear Christopher Furman:
We have reviewed your amended registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our 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 registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our August 20, 2024 letter.
Amendment No. 11 to Registration Statement on Form S-1 Filed August 23, 2024
Prospectus Summary
Note Transactions in 2022, 2023 and 2024, page 8
1.We note your response to prior comment 2. Please tell us whether there is still a
possibility that all or a portion of the Consolidated Note could be converted into 200% of
the shares issuable thereunder at the assumed conversion price. To the extent this option
could potentially be exercised following the consummation of this offering, please revise
your disclosure to describe this feature.
Please 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 Jessica Dickerson at 202-551-8013 or Alan Campbell at 202-551-4224 with any other
questions.
August 29, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Ross Carmel, Esq.