Correspondence 0001493152-23-001912 from Vitro Biopharma, Inc. (VTRO) (CIK 0000793171)
Vitro Biopharma, Inc. (VTRO) (CIK 0000793171)
Date: Jan. 19, 2023 · CIK: 0000793171 · Accession: 0001493152-23-001912
AI Filing Summary & Sentiment
File numbers found in text: 000-17378
Referenced dates: January 4, 2023
Letter
Lawrence Street, Suite 2300, Denver, CO 80202 · (303) 572-9300
January 19, 2023
Dave J. Babiarz
(303) 256-2749
(720) 228-2296 Fax
dbabiarz@polsinelli.com
VIA EDGAR
Mr. Joshua Gorsky
Ms. Suzanne Hayes
Ms. Julie Sherman
Mr. Kevin Vaughn
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
Washington, DC 20549
Re: Vitro Biopharma, Inc.
Amendment No. 2 to Registration Statement on Form 10
File No. 000-17378
Filed on December 21, 2022
Ladies and Gentlemen:
On behalf of our client, Vitro Biopharma, Inc. (the “Company”), set forth below is a response to the comments of the Staff of the Division of Corporation Finance (the “Staff”) regarding the above-captioned amendment to the registration statement on Form 10 (the “Registration Statement”). In connection with this letter, the Company is today filing Amendment No. 3 to the Registration Statement (the “Amendment”) by EDGAR. For your convenience, each of the Staff’s comments included in its letter dated January 4, 2023 is reprinted below in italics, and is followed by the Company’s response.
Amendment No. 2 to Form 10-12G, Filed December 21, 2022
If we fail to maintain an effective system of internal control over financial reporting, page 69
1. Please expand the risk factor discussion to discuss the errors resulting in an overstatement of revenue during the three and nine months ended July 31, 2022 and resulting restatement.
RESPONSE: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure accordingly. Specifically, the risk factor disclosure beginning on page 69 of the Amendment has been expanded to disclose the errors resulting in the overstatement. In addition, the initial single risk factor has been reorganized into two separate factors to enhance the disclosure to investors.
* * *
polsinelli.com
Atlanta Boston Chicago Dallas Denver Houston Kansas City Los Angeles Miami Nashville New York
Phoenix St. Louis San Francisco Seattle Silicon Valley Washington, D.C. Wilmington
Polsinelli PC, Polsinelli LLP in California
Securities and Exchange Commission
January 19, 2023
Page
The Company requests that the Staff contact it as soon as practical with any additional comments in order that those comments can be addressed expeditiously. If you have any questions or would like further information with regard to the foregoing, please do not hesitate to contact the undersigned by phone at (303) 256-2749 or by email at dbabiarz@polsinelli.com.
Sincerely,
/s/
David J. Babiarz
Show Raw Text
CORRESP
1
filename1.htm
1401
Lawrence Street, Suite 2300, Denver, CO 80202 · (303) 572-9300
January
19, 2023
Dave
J. Babiarz
(303)
256-2749
(720)
228-2296 Fax
dbabiarz@polsinelli.com
VIA
EDGAR
Mr.
Joshua Gorsky
Ms.
Suzanne Hayes
Ms.
Julie Sherman
Mr.
Kevin Vaughn
United
States Securities and Exchange Commission
Division
of Corporation Finance
Office
of Life Sciences
Washington,
DC 20549
Re:
Vitro
Biopharma, Inc.
Amendment
No. 2 to Registration Statement on Form 10
File
No. 000-17378
Filed
on December 21, 2022
Ladies
and Gentlemen:
On
behalf of our client, Vitro Biopharma, Inc. (the “Company”), set forth below is a response to the comments of the
Staff of the Division of Corporation Finance (the “Staff”) regarding the above-captioned amendment to the registration
statement on Form 10 (the “Registration Statement”). In connection with this letter, the Company is today filing Amendment
No. 3 to the Registration Statement (the “Amendment”) by EDGAR. For your convenience, each of the Staff’s comments
included in its letter dated January 4, 2023 is reprinted below in italics, and is followed by the Company’s response.
Amendment
No. 2 to Form 10-12G, Filed December 21, 2022
If
we fail to maintain an effective system of internal control over financial reporting, page 69
1. Please
expand the risk factor discussion to discuss the errors resulting in an overstatement of
revenue during the three and nine months ended July 31, 2022 and resulting restatement.
RESPONSE:
The Company respectfully acknowledges the Staff’s comment and has revised its disclosure accordingly. Specifically, the risk factor
disclosure beginning on page 69 of the Amendment has been expanded to disclose the errors resulting in the overstatement. In addition,
the initial single risk factor has been reorganized into two separate factors to enhance the disclosure to investors.
* * *
polsinelli.com
Atlanta Boston Chicago Dallas Denver Houston Kansas
City Los Angeles Miami Nashville New
York
Phoenix St. Louis San
Francisco Seattle Silicon Valley Washington,
D.C. Wilmington
Polsinelli
PC, Polsinelli LLP in California
Securities
and Exchange Commission
January
19, 2023
Page
2
The
Company requests that the Staff contact it as soon as practical with any additional comments in order that those comments can be addressed
expeditiously. If you have any questions or would like further information with regard to the foregoing, please do not hesitate to contact
the undersigned by phone at (303) 256-2749 or by email at dbabiarz@polsinelli.com.
Sincerely,
/s/
David J. Babiarz
David
J. Babiarz
of
POLSINELLI PC
cc:
Christopher
Furman, Chief Executive Officer, Vitro Biopharma, Inc.
Nathan
Haas, Chief Financial Officer, Vitro Biopharma, Inc.
Scott
A. Berdan, Shareholder, Polsinelli PC
Tyler
L. Weigel, Shareholder, Polsinelli PC
Blank
Rome LLP
Malone
Bailer, LLP