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CORRESP
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1401
Lawrence Street, Suite 2300, Denver, CO 80202 ● (303) 572-9300

*FOIA
Confidential Treatment Request*

Confidential
Treatment Requested by Vitro Biopharma, Inc.

    June
                                            29, 2023

    Scott
                                            A. Berdan

    (303)
    583-8235

    sberdan@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

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Vitro
                                            Biopharma, Inc.

    Amendment
                                            No. 3 to Registration Statement on Form S-1

    Filed
                                            on June 2, 2023

    File
                                            No. 333-267366

Ladies
and Gentlemen:

On
behalf of our client, Vitro Biopharma, Inc., a Nevada corporation (the “Company”), set forth below are responses to
the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) regarding the above-captioned amendment to the registration statement on Form S-1 (as amended,
the “Registration Statement”). In connection with this letter, the Company is today filing with the Commission Amendment
No. 4 to the Registration Statement (the “Amendment”) by EDGAR. In addition to the changes made in response to the
Staff’s comments on the Registration Statement as discussed further below, the Amendment also includes, as a result of the passage
of time, interim consolidated financial statements as of April 30, 2023 and 2022 and for the relevant three- and six-month periods then
ended.

The
Company further advises the Staff that it and the underwriter have determined an estimated share price range for the proposed offering,
as reflected in the Amendment. As a result, the Company can now respond to the Staff’s Comment 9 from its letter to the Company
dated October 6, 2022 (the “Original Comment Letter”) concerning the filing of the initial registration statement
on Form S-1 (File No. 333-267366) with respect to which the Amendment relates (the “Initial Registration Statement”).

    polsinelli.com

    Atlanta     Boston     Chicago     Dallas     Denver     Houston     Kansas
                                                         City     Los
                                                         Angeles     Miami     Nashville     New York
                                                         Phoenix     St. Louis     San
                                                         Francisco     Seattle     SiliconValley     Washington,
                                                         D.C.     Wilmington

    Polsinelli
    PC, Polsinelli LLP in California

Securities
and Exchange Commission

June
29, 2023

Page
2

*FOIA
Confidential Treatment Request*

Confidential
Treatment Requested by Vitro Biopharma, Inc.

in
connection with Registration Statement on Form S-1 (File No. 333-267366)

Due
to the commercially sensitive nature of information contained in this letter, this submission is accompanied by the Company’s request
for confidential treatment for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of
Information and Privacy Act Operations in connection with the confidential treatment request pursuant to Rule 83 of the Commission’s
Rules on Information and Requests (17 C.F.R. § 200.83). For the Staff’s reference, we have enclosed a copy of the Company’s
letter to the Office of Freedom of Information and Privacy Act Operations as well as a copy of this letter, marked to show the portions
redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

For
your convenience, each of the Staff’s outstanding comments included in its Original Comment Letter and the letter to the Company
regarding the Amendment dated June 12, 2023 is reprinted below in italics (in each case below an appropriate bold and underlined letter
identifying caption), and is followed by the Company’s response.

Registration
Statement

Cosmetic
Conditioned Media and Exosome-Containing Serums, page 91

1. We
                                            note your response to prior comment 3. Please revise your registration statement to include
                                            the disclosure that was deleted regarding the investigation of the administration of InfiniVive
                                            MD’s Exosome Serum by medical professionals that have purchased this product directly
                                            from you or via distribution from other medical professionals, the origin and purpose of
                                            the investigation, your decision to voluntarily suspend sales of the product from June 2022
                                            to July 2022 and, as you note in your response, the results of the investigation and the
                                            actions you took in response to the investigation (i.e., the enhancements that were made
                                            to the permitted use labeling of the product and your decision to require all customers to
                                            complete a written certification confirming, prior to shipment of the product, that the product
                                            would be administered by the customers only in accordance with the product’s permitted
                                            uses and your instructions).

Additionally,
please revise your risk factor disclosure to describe the risks associated with the off-label use of exosome serums specifically.

RESPONSE:
The Company has complied with this Staff comment by revising its disclosure on pages 93 and 43 of the Amendment, including its risks
factors. In addition, the Company respectfully directs the Staff to other relevant disclosures regarding potential off-label use of the
Company’s products that are already included in the Amendment, including the risk factor on page 37 of the Amendment under the
caption “The FDA and other regulatory agencies
actively enforce the laws and regulations prohibiting the promotion of off-label uses” and related
disclosures on pages 118 and 119 in the Business section under the captions “U.S. Biologic Drug Development Process—Post-Approval
Requirements” and “—U.S. Regulation of Wellness Products.”

Securities
and Exchange Commission

June
29, 2023

Page
3

*FOIA
Confidential Treatment Request*

Confidential
Treatment Requested by Vitro Biopharma, Inc.

in
connection with Registration Statement on Form S-1 (File No. 333-267366)

Initial
Registration Statement

Critical
Accounting Estimates

Equity-Based
Compensation

9. Once
                                            you have an estimated offering price or range, please explain to us how you determined the
                                            fair value of the common stock underlying your equity issuances and the reasons for any differences
                                            between the recent valuations of your common stock leading up to the initial public offering
                                            and the estimated offering price. This information will help facilitate our review of your
                                            accounting for equity issuances including stock compensation and beneficial conversion features.
                                            Please discuss with the staff how to submit your response.

RESPONSE:
The Company respectfully submits the below additional information to assist the Staff in its review of the Company’s position with
respect to its determination of the fair value of the Company’s common stock (“common stock”) underlying its
equity issuances and the reasons for any differences between the recent valuations of its common stock leading up to its public offering
of common stock (the “public offering”) and the estimated offering price. As further described in the analysis that
follows, the Company respectfully advises the Staff that:

 ● The
                                            Company currently expects a price range of approximately $5.00 to $6.00 per share (the “Preliminary
                                            Price Range”) for its public offering of common stock;

 ● The
                                            Company’s analysis prior to the public offering indicated the fair value of the Company’s
                                            common stock to be $[****] per share, which was the fair value the Company used for
                                            all of its equity issuances since February 22, 2022, including the stock options granted
                                            by the Company on March 1, 2022 and July 6, 2022; and

 ● The
                                            Company has not granted any stock options or other equity awards since July 6, 2022.

All
share numbers and per share prices set forth herein reflect the impact of a 1-for-26 reverse stock split of the common stock that the
Company anticipates will be effected prior to the effectiveness of the Registration Statement (the “Reverse Stock Split”),
as further described in the Amendment. Accordingly, all share numbers and per share prices, including the Preliminary Price Range, set
forth herein are presented on a post-Reverse Stock Split basis, unless otherwise indicated.

CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO 17 C.F.R. §200.83

Securities
and Exchange Commission

June
29, 2023

Page
4

*FOIA
Confidential Treatment Request*

Confidential
Treatment Requested by Vitro Biopharma, Inc.

in
connection with Registration Statement on Form S-1 (File No. 333-267366)

Stock
Option Awards Granted Since November 1, 2021

The
Company granted the following option awards since November 1, 2021, all of which were granted in the Company’s fiscal year ended
October 31, 2022:

    Date of Grant
    Number of Shares

 Subject to Options

 Granted
    Exercise Price

 Per Share
    Estimated Fair

 Value Per

 Share at

 Grant Date

    March 1, 2022
      13,460
    $ 26.00
    $  [****  ]

    July 6, 2022
      192,307
    $ 26.00
    $  [****  ]

As
set forth in the table above, the Company granted: (i) an aggregate of 13,460 stock options on March 1, 2022, 6,730 of which were granted
to an employee and 6,730 of which were granted to a consultant of the Company; and (ii) 192,307 stock options on July 6, 2022, all of
which were granted to Christopher Furman in connection with his appointment as Chief Executive Officer of the Company. The Company does
not intend to grant to employees, directors or consultants any options or other equity awards prior to the public offering.

Accounting
for Stock-Based Grants

As
further described in the Amendment, the Company accounts for grants of stock options to employees and non-employees based on the options’
grant date fair value and the Company recognizes compensation expense over the vesting periods. The Company estimates the fair value
of stock options as of the date of grant using the Black-Scholes option pricing model. See the discussion on page 78 of the Amendment
under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Critical
Accounting Estimates—Stock-Based Compensation Expense.”

Determining
the Fair Value of Common Stock Prior to the Public Offering

For
an explanation of how the Company determined the fair value of the common stock underlying its equity issuances prior to the public offering,
the Company respectfully refers the Staff to the discussion of its general approach set forth on page 78 of the Amendment under the
caption “—Estimating the Fair Value of Common Stock.”

 CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO 17 C.F.R. §200.83

Securities
and Exchange Commission

June
29, 2023

Page
5

*FOIA
Confidential Treatment Request*

Confidential
Treatment Requested by Vitro Biopharma, Inc.

in
connection with Registration Statement on Form S-1 (File No. 333-267366)

When
performing the fair value calculations using the Black-Scholes option pricing model, the Company is required to estimate the fair value
of its common stock underlying its stock-based awards, which is the most subjective input into the Black-Scholes option pricing model.
Because there has been no public market for the common stock during the period discussed herein, the fair value of the common stock underlying
stock options has been determined on each grant date by the Company’s board of directors (the “Board”), with
input from management, primarily by referencing arms-length transactions inclusive of the common stock underlying such transactions which
occurred on or near the valuation date(s). In addition to an evaluation of arms-length transactions involving our common stock, the Board
considered various objective and subjective factors to estimate the estimated fair value of the common stock, including:

 ● the
                                            estimated value of the Company’s securities both outstanding and anticipated;

 ● the
                                            anticipated capital structure, which will directly impact the value of the currently outstanding
                                            securities;

 ● the
                                            Company’s results of operations and financial position;

 ● the
                                            status of the Company’s research and development efforts;

 ● the
                                            lack of liquidity of the Company’s common stock as a private company;

 ● the
                                            Company’s stage of development and business strategy and the material risks related
                                            to our business and industry;

 ● external
                                            market conditions affecting the life sciences and biotechnology industry sectors;

 ● U.S.
                                            and global economic conditions;

 ● the
                                            likelihood of achieving a liquidity event for the holders of common stock, such as a public
                                            offering or a sale of the Company, given prevailing market conditions; and

 ● the
                                            market value of comparable companies.

Background
– Issuance of 2021 Convertible Note with Embedded Conversion Price

On
October 12, 2021, the Company borrowed $3,000,000 in connection with a Senior Secured Convertible Promissory Note (the “Convertible
Note”) issued to a third-party, accredited investor in an arms-length transaction. The Convertible Note was set to mature on
October 12, 2026 and bore interest at a rate of 5% per annum. The Convertible Note was secured by all the assets of the Company and was
eligible to be prepaid in whole or in part at any time prior to maturity. In addition, the Convertible Note was convertible at the option
of the holder together with accrued and unpaid interest at $26.00 per share (or $1.00 per share on a pre-Reverse Stock Split basis).

On
February 22, 2022, the Convertible Note, along with accrued and unpaid interest of $17,158 and $695,342 in unearned and unpaid interest
through the term of the Convertible Note, was voluntarily converted at the option of the holder into 142,788 shares of the common stock
at $26.00 per sh