UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 6, 2023
VITRO BIOPHARMA, INC.
(Exact name of registrant as specified in its charter)
| Nevada | | 000-17378 | | 84-1012042 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
3200 Cherry Creek Drive South, Suite 720 Denver, Colorado | | 80209 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (855) 848-7627
N/A
(Former name or former address, if changed since last report)
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry Into a Material Definitive Agreement.
On January 6, 2023, Vitro Biopharma, Inc. (the “Company”) entered into definitive agreements with accredited investors for the sale of an aggregate of $405,000 of 8% convertible promissory notes (“Convertible Notes”) and warrants to purchase shares of common stock of the Company (“Warrants”) for aggregate proceeds of $405,000. The sale and purchase was made through a Convertible Note and Warrant Purchase Agreement (“Purchase Agreement”) entered into with each investor.
The Convertible Notes bear interest at the rate of eight per cent per year and are payable solely in whole shares of the Company’s common stock. The Convertible Notes may be converted at any time at the option of the holder and are payable in full at the earliest of (i) the completion of a “Qualified Financing,” as defined below, (ii) a Change in Control (as defined in the Purchase Agreement), (iii) an event of default, or (iv) the maturity date, which is five years from the date of issuance. A Qualified Financing is defined in the Purchase Agreement as any financing completed after the date of issuance of the Convertible Notes involving the sale of the Company’s equity securities primarily for capital raising purposes resulting in gross proceeds to the Company of at least $5 million. Upon completion of a Qualified Financing, each Convertible Note is convertible into the securities issued in such financing (“Qualified Financing Securities”) in an amount determined by dividing (i) the outstanding principal on the Convertible Note plus all accrued interest by (ii) the lessor of (x) the “Discounted Qualified Financing Price” and (y) the “Capped Price” (as defined below). In the event of a Change in Control or default, voluntary conversion or upon maturity, each Convertible Note is convertible into that number of shares of the Company’s common stock that equals (i) the outstanding principal amount of the Convertible Note plus any accrued but unpaid interest, divided by (ii) the Capped Price.
The Discounted Qualified Financing Price is defined as the per share price at which the shares of the Qualified Financing Securities are sold in such Qualified Financing as determined for accounting purposes under GAAP, multiplied by 0.75. The Capped Price is the per share price implied by a fully-diluted (on an as-converted to common stock basis), pre-money valuation of $200,000,000 for the Company.
Each Warrant issued by the Company pursuant to the Purchase Agreement entitles the holder to purchase that number of fully paid and nonassessable shares of the Company’s common stock determined (A) in the case following a Qualified Financing, by dividing (i) the sum of the aggregate outstanding principal amount of the Convertible Note plus all accrued and unpaid interest thereon at the time of conversion multiplied by .25, by (ii) the quotient of the Discounted Qualified Financing Price divided by .75, or (B) in connection with a Change of Control, by dividing (i) the sum of the aggregate outstanding principal amount of the Convertible Note plus all accrued and unpaid interest thereon at the time of the Note’s conversion, by (ii) the Capped Price, subject to adjustment as set forth in the Warrant. In each case, the Warrants are exercisable at a price of $0.625 per share for a period of five years.
Each Note will also entitle the holder to purchase in any Qualified Financing an amount of Qualified Financing Securities up to 200% of the aggregate principal amount of the Note purchased by such holder.
Each Purchase Agreement contains customary representations, warranties and covenants in connection with the transaction. The representations, warranties and covenants in the Purchase Agreements are not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Purchase Agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the contracting parties.
The foregoing is only a brief description of the material terms of the Convertible Notes, the Purchase Agreements and the Warrants, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the forms of the foregoing documents that are intended to be filed as exhibits to the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2022, anticipated to be filed on or before January 30, 2023. Interested parties are encouraged to read in their entirety the forms of the Convertible Note, the Purchase Agreement and the Warrant Agreement when they become available, as they contain important information not discussed in this report.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The offer and sale of the Convertible Notes and the Warrants (“Securities”) were not registered under the Securities Act of 1933, as amended (the “Act”) in reliance on the exemption provided by Rule 506 of Regulation D promulgated under the Act. The offer and sale of the Securities was made only to persons whom the Company believed were accredited investors and resale restrictions on the Securities were implemented. Further, the Company did not engage in any general solicitation or advertising and the Securities were offered to a limited number of persons with whom the Company had pre-existing relationships.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | | Description |
| | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Cautionary Statement
With the exception of historical matters, the matters discussed in this report include forward-looking statements within the meaning of applicable securities laws that involve risks and uncertainties that could cause actual results to differ materially from projections or estimates contained therein. Such forward-looking statements include, among others, statements regarding the Company’s intentions with regard to filing of future periodic reports with the SEC. Factors that could cause actual results to differ materially from projections or estimates include, among others, additional information that may become known to the Company, the effectiveness of the Company’s disclosure controls and procedures, and other factors discussed in its registration statement on Form 10 and other filings with the United States Securities and Exchange Commission. Most of these factors are beyond the Company’s ability to predict or control. The Company disclaims any obligation to update any forward-looking statement made in this report, whether as a result of new information, future events, or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | VITRO BIOPHARMA, INC. |
| | | |
| Date: January 17, 2023 | By: | /s/ Nathan Haas |
| | Name: | Nathan Haas |
| | Title: | Chief Financial Officer |
