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Vitro
Biopharma, Inc.

3200
Cherry Creek Drive South, Suite 410

Denver,
CO 80209

Date:
July 1, 2024

Via
EDGAR

Division
of Corporation Finance Office

Securities
and Exchange Commission

Washington,
D.C. 20549

    Attn.:
    Jessica
    Dickerson

    Alan
    Campbell

    Re:
    Vitro
    Biopharma, Inc.

    Response
    to the Staff’s Comments on Registration Statement on Form S-1/A8

    Filed on February 2, 2024

    File
    No. 333-267366

Dear
Ms. Dickerson and Mr. Campbell,

This
letter is in response to the letter dated February 21, 2024 from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) addressed to Vitro Biopharma, Inc. (the “Company”, “we”, and “our”).
For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly. An amended registration
statement on Form S-1 (“Amendment No. 9”) is being filed to accompany this letter.

Amendment
No. 8 to Form S-1 filed February 2, 2024

Cover
Page

    1.
    We
    note your disclosure that you have applied to have your stock listed on the Nasdaq Capital Market. Given that you do not currently
    meet any of the current listing standards, please remove all references to your application to list on Nasdaq from your cover page
    and state that purchasers in this offering are purchasing illiquid shares.

Response:
Please be advised that we are intending to list on the NYSE American LLC (“NYSE American”) and have edited the applicable
disclosures in Amendment No. 9.

About
this Offering, page 11

    2.
    We
    note your disclosure that you have applied to list your stock on Nasdaq. Please revise this disclosure, as well as every other reference
    to your potential Nasdaq listing throughout the prospectus, to disclose the following:

    ●
    that
    you do not satisfy any of Nasdaq’s current listing standards, you are pursuing a novel approach to listing and your common
    stock may never be approved for listing;

    ●
    that
    if your common stock is approved for listing by Nasdaq, the opening price will be determined according to Nasdaq rules and may be
    below the $15.00 fixed price, which would result in an immediate loss for any investors purchasing at the fixed price in this offering;
    and

    ●
    that
    there is no current market for your common stock and that investors who purchase shares of your common stock in this offering cannot
    currently access a liquid market to further transact in your stock.

Response:
Please be advised that this item is no longer applicable. As stated previously in item 1, we are intending to list on the NYSE American.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations Results of Operations for the year ended October 31, 2023 compared
to the year ended October 31, 2022, page 60

    3.
    We
    note your disclosure stating that, during Fiscal 2023, you recorded impairment expense of $334,057 against amortizable intangible
    assets related to your assessment of future cash flows within InfiniVive. In accordance with ASC 350-30-50-3, please expand your
    disclosure to explain the facts and circumstances that led to the impairment and the method for determining the fair value.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the MD&A section throughout the Amendment accordingly.

Critical
Accounting Estimates

Goodwill,
page 63

    4.
    We
    note the goodwill related to InfiniVive is significant to your financial statements. Please expand your disclosure to identify your
    reporting units that have goodwill and indicate, if true, that the fair values of these reporting units are substantially in excess
    of their carrying values. Identify any reporting units with a fair value not substantially in excess of their carrying value, and
    quantify the related goodwill associated with these reporting units. For any reporting unit with a fair value not substantially in
    excess of their carrying value, provide investors with additional information regarding the risk associated with the reporting unit,
    including the following information necessary to assess the probability of a future material impairment charge:

    ●
    the
    percentage by which fair value exceeded carrying value as of the date of the most recent test;

    ●
    the
    amount of goodwill allocated to the reporting unit;

    ●
    a
    description of the key assumptions used and how the key assumptions were determined;

    ●
    a
    discussion of the degree of uncertainty associated with the key assumptions. The discussion regarding uncertainty should provide
    specifics to the extent possible; and

    ●
    a
    description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions.

You
may wish to refer to Item 303(a)(3)(ii) of Regulation S-K and Section V of Interpretive Release No. 33-8350.

Response:
The Company respectfully acknowledges the Staff’s comments and has revised the MD&A section throughout the Amendment accordingly.

In
accordance with item 303(a)(3)(ii) of Regulation S-K and Section V of Interpretive release No. 33-8350, the Company determined there
are no known events that would cause a material change in the company’s critical accounting measurements; however, that is dependent
upon the Company’s ability to further implement its business plan and generate additional revenue. A failure to execute on its
business plan could potentially impact the carrying value of the Goodwill as recorded.

Business

Core
Development Programs, page 67

    5.
    We
    note your disclosure that you “intend to initiate [y]our FDA cleared clinical trials for PTHS and Long COVID in late 2023 pending
    completion of this offering and IRB approval of clinical trial agreements with contemplated collaborators and clinical trial sites.”
    Please update this disclosure to reflect an updated timeline and to clarify whether the initiation of these clinical trials still
    is pending completion of this offering, or is otherwise pending the receipt of additional financing, given the change in the nature
    of the proposed transaction described in the registration statement. To the extent necessary or appropriate, please also update any
    other plans and timelines throughout the prospectus. For example, we note disclosure on pages 5, 68, and 77 that one of your customers
    “is planning to commence a pivotal Phase 3 clinical trial in Australia in late 2023 . . . .”

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosures as requested.

Management,
page 111

    6.
    We
    note your disclosures in this section regarding a director nominee who will become a director upon the listing of your common stock
    on Nasdaq, as well as your disclosures on pages 114-116 regarding your expectations for changes to the structure and composition
    of your Board of Directors and its committees prior to the listing of your common stock on Nasdaq. Now that the proposed transaction
    described in the registration statement is no longer contingent upon the listing of your common stock on Nasdaq, please clarify whether
    you intend to implement these changes to your Board of Directors and its committees in the event your common stock is not approved
    for listing on Nasdaq.

Response:
Please be advised that we intend to implement the noted changes to our Board of Directors and committees in the event our common
stock is approved for listing on the NYSE American as stated in Amendment No. 9.

Principal
Stockholders, page 132

    7.
    We
    note the removal of Nathan Haas from the table in this section. Please revise the table to include Nathan Haas and the required information
    about his beneficial ownership. In this regard, although Nathan Haas resigned as your Chief Financial Officer, he is still a named
    executive officer and should be included in the table. Refer to Item 403(b) of Regulation S-K.

Response:
The Company respectfully acknowledges the Staff’s comments and has revised the table of the Amendment accordingly.

Plan
of Distribution, page 143

    8.
    We
    note your disclosure that the selling stockholders will offer their shares at a fixed price of $15.00 per share. Please revise to
    provide the disclosure required by Item 505 of Regulation S-K.

Response:
Please be advised that this item is no longer applicable.

    9.
    Please
    revise this section to describe how the opening price for your shares of common stock will be determined if your common stock is
    approved for listing on the Nasdaq Capital Market.

Response:
Please be advised that this item is no longer applicable.

    10.
    Please
    confirm that if you receive a Nasdaq listing you will file a post-effective amendment.

Response:
Please be advised that this item is no longer applicable.

***

We
hope this response has addressed all of the Staff’s concerns relating to the comment letter. 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 our outside counsel by
phone at (917) 676-4534 or by email at JCahlon@SRFC.LAW.

    Very
    truly yours,

    /s/
    Christopher Furman

    Name:

    Christopher
    Furman

    Title:

    Chief
    Executive Officer