Correspondence 0001493152-23-026766 from Vitro Biopharma, Inc. (VTRO) (CIK 0000793171)
Vitro Biopharma, Inc. (VTRO) (CIK 0000793171)
Date: Aug. 4, 2023 · CIK: 0000793171 · Accession: 0001493152-23-026766
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File numbers found in text: 333-267366
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CORRESP
1
filename1.htm
ThinkEquity
LLC
17
State Street, 41st Floor
New
York, New York 10004
August
4, 2023
VIA
EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
100
F Street, N.E.
Washington,
D.C. 20549
Attn:
Joshua Gorsky, Suzanne Hayes, Julie Sherman and Kevin Vaughn
Re:
Vitro
Biopharma, Inc. (the “Company”)
Registration
Statement on Form S-1, as amended (File No. 333-267366)
Request
for Acceleration
Ladies
and Gentlemen:
Pursuant
to Rule 461 of the General Rules and Regulations of the United States Securities and Exchange Commission under the Securities Act of
1933, as amended (the “Securities Act”), ThinkEquity LLC, as representative of the underwriters of the offering, hereby
joins the request of the Company that the effective date of the Company’s Registration Statement on Form S-1, as amended (File
No. 333-267366), be accelerated so as to permit it to become effective on Tuesday, August 8, 2023, at 5:00 p.m. (Eastern Time),
or as soon thereafter as practicable.
Pursuant
to Rule 460 of the General Rules and Regulations of the Securities Act, please be advised that there will be distributed to each underwriter
or dealer, who is reasonably anticipated to be invited to participate in the distribution of the securities, as many copies, as well
as “E-red” copies of the preliminary prospectus, as appears to be reasonable to secure adequate distribution of the preliminary
prospectus.
The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.
Very
truly yours,
ThinkEquity
LLC
By:
/s/
Kevin Mangan
Name:
Kevin
Mangan
Title:
Managing
Director, Head of Equity Syndicate
cc:
Leslie
Marlow, Esq., Blank Rome LLP
Patrick
J. Egan, Esq., Blank Rome LLP