Cover
Cover | 3 Months Ended |
Jan. 31, 2023 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 2 |
Entity Registrant Name | Vitro Biopharma, Inc. |
Entity Central Index Key | 0000793171 |
Entity Primary SIC Number | 2836 |
Entity Tax Identification Number | 84-1012042 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 3200 Cherry Creek Drive South |
Entity Address, Address Line Two | Suite 720 |
Entity Address, City or Town | Denver |
Entity Address, State or Province | CO |
Entity Address, Postal Zip Code | 80209 |
City Area Code | (855) |
Local Phone Number | 848-7627 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jan. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2021 |
ASSETS | |||
Cash | $ 181,389 | $ 741,538 | $ 3,626,983 |
Restricted Cash | 750,000 | ||
Accounts Receivable, Net | 62,378 | 73,537 | 127,482 |
Accounts Receivable – Related Party | 2,250 | ||
Inventory | 263,606 | 280,138 | 118,005 |
Prepaid Expense | 151,622 | 140,759 | 13,978 |
Prepaid project costs | 345,796 | 217,747 | |
Deferred Offering Costs | 1,546,250 | 1,482,422 | |
Total Current Assets | 2,553,291 | 2,936,141 | 4,636,448 |
Goodwill | 3,608,949 | 3,608,949 | 4,523,040 |
Intangible Assets, Net | 1,344,467 | 1,377,401 | 1,509,136 |
Property and Equipment, Net | 313,576 | 351,940 | 115,182 |
Patents, Net | 8,390 | 8,390 | 8,390 |
Right of Use Asset – Operating Lease | 264,368 | 277,381 | 332,997 |
Other Assets | 13,860 | 13,860 | 3,920 |
Total Assets | 8,106,901 | 8,574,062 | 11,129,113 |
LIABILITIES | |||
Accounts Payable | 861,808 | 604,606 | 59,534 |
Deferred Revenue | 650,000 | 650,000 | 500,000 |
Revolving Line of Credit | 58,596 | ||
Accrued Liabilities | 912,883 | 939,523 | 522,182 |
Accrued Liabilities – Related Party | 53,856 | 232,512 | 172,147 |
Current Maturities of Capital Lease Obligations | 64,208 | 62,979 | 52,362 |
Current Maturities of Operating Lease Obligations | 48,754 | 50,055 | 58,625 |
Total Current Liabilities | 2,591,509 | 2,539,675 | 1,423,446 |
Capital Lease Obligations, Net of Current Portion | 62,435 | 78,955 | 74,826 |
Operating Lease Obligation, Net of Current Portion | 215,614 | 227,326 | 274,372 |
Unsecured 6% Note Payable – Related Party | 767,288 | 767,288 | 767,288 |
Unsecured 4% Note Payable – Related Party | 1,221,958 | 1,221,958 | 1,221,958 |
2021 Series Convertible Notes Payable – Related Party | 480,000 | 480,000 | 800,000 |
Senior Convertible Note Payable | 3,000,000 | ||
2022 Series Convertible Notes Payable | 200,000 | 200,000 | |
2023 Series Convertible Notes Payable - Stock Settled, net | 332,445 | ||
2023 Series Convertible Notes Payable Derivative/Warrant Liability | 73,162 | ||
Long Term Accrued Interest Payable | 6,472 | 3,205 | 17,781 |
Long Term Accrued Interest Payable – Related Party | 249,788 | 219,815 | 94,916 |
Total Long-Term Liabilities | 3,609,162 | 3,198,547 | 6,251,141 |
Total Liabilities | 6,200,671 | 5,738,222 | 7,674,587 |
STOCKHOLDERS’ EQUITY | |||
Preferred Stock, 5,000,000 Shares Authorized, par value $0.001; Series A Convertible Preferred Stock, 250,000 Shares Authorized, 0 and 0 Outstanding, respectively | 136 | ||
Common stock, 500,000,000 Shares Authorized, par value $0.001, 115,160,180 and 115,160,180 Outstanding, respectively | 115,440 | 115,440 | 96,590 |
Additional Paid in Capital | 25,784,331 | 25,523,816 | 19,301,167 |
Less Treasury Stock | (84,000) | (84,000) | (84,000) |
Accumulated Deficit | (23,909,541) | (22,719,416) | (15,859,367) |
Total Stockholders’ Equity | 1,906,230 | 2,835,840 | 3,454,526 |
Total Liabilities and Stockholders’ Equity | $ 8,106,901 | $ 8,574,062 | $ 11,129,113 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jan. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2021 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares outstanding | 115,160,180 | 115,160,180 | 96,310,387 |
Series A Preferred Stock [Member] | |||
Preferred stock, shares authorized | 250,000 | 250,000 | 250,000 |
Preferred stock, shares outstanding | 0 | 0 | 136,059 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Oct. 31, 2022 | Oct. 31, 2021 | |
Total Revenue | $ 344,031 | $ 1,156,356 | $ 3,293,293 | $ 1,310,946 |
Less Cost of Goods Sold | (66,511) | (157,847) | (586,884) | (351,307) |
Gross Profit | 277,520 | 998,509 | 2,706,409 | 959,639 |
Operating Costs and Expenses: | ||||
Selling, General and Administrative | 1,421,170 | 1,282,938 | 7,602,945 | 4,957,908 |
Research and Development | 6,833 | 2,570 | 155,630 | 118,479 |
Impairment expense | 914,091 | |||
Loss From Operations | (1,150,483) | (286,999) | (5,966,257) | (4,116,748) |
Other Expense: | ||||
Interest Expense | (39,693) | (74,733) | (198,450) | (404,915) |
Unrealized Gain on Series 2023 Derivative/Warrant Liability | 51 | |||
Loss on Conversion of Senior Secured Note Payable | (695,342) | |||
Net Loss | (1,190,125) | (361,732) | (6,860,049) | (4,521,663) |
Deemed Dividend on Series A Convertible Preferred Stock | (48,510) | (793,175) | (110,938) | |
Cumulative Series A Convertible Preferred Stock Dividend Requirement | (43,300) | (111,333) | (124,980) | |
Net Loss Available to Common Stockholders | $ (1,190,125) | $ (453,542) | $ (7,764,557) | $ (4,757,581) |
Net Loss per Common Share, Basic and Diluted | $ (0.01) | $ 0 | $ (0.07) | $ (0.09) |
Shares Used in Computing Net Loss per Common Share, Basic and Diluted | 115,160,180 | 96,310,387 | 107,724,768 | 54,203,375 |
Product [Member] | ||||
Total Revenue | $ 301,031 | $ 638,606 | $ 2,662,793 | $ 896,324 |
Product Sales Related Parties [Member] | ||||
Total Revenue | 18,000 | 17,750 | 30,500 | 362,800 |
Consulting Revenue [Member] | ||||
Total Revenue | $ 25,000 | $ 500,000 | $ 600,000 | $ 51,822 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Total |
Balance at Oct. 31, 2020 | $ 41 | $ 46,410 | $ 8,749,607 | $ (84,000) | $ (11,337,704) | $ (2,625,646) |
Balance, shares at Oct. 31, 2020 | 41,000 | 46,130,200 | ||||
Sale of preferred stock | $ 72 | 1,789,928 | 1,790,000 | |||
Sale of preferred stock, shares | 71,600 | |||||
Common stock issued for services | $ 75 | 14,175 | 14,250 | |||
Common stock issued for services, shares | 75,000 | |||||
Stock based compensation | 2,040,617 | 2,040,617 | ||||
Shares issued in connection with acquisition of subsidiaries | $ 12 | $ 27,000 | 5,288,233 | 5,315,245 | ||
Shares issued in connection with acquisition of subsidiaries, shares | 12,000 | 27,000,000 | ||||
Conversion of notes payable and advances from related parties | $ 11 | 286,453 | 286,464 | |||
Conversion of notes payable and advances from related parties, shares | 11,459 | |||||
Conversion of notes to common stock | $ 23,105 | 1,132,154 | 1,155,259 | |||
Conversion of notes to common stock, shares | 23,105,187 | |||||
Beneficial conversion feature on convertible preferred stock | 110,938 | 110,938 | ||||
Deemed dividend on convertible preferred stock | (110,938) | (110,938) | ||||
Net loss | (4,521,663) | (4,521,663) | ||||
Balance at Oct. 31, 2021 | $ 136 | $ 96,590 | 19,301,167 | (84,000) | (15,859,367) | 3,454,526 |
Balance, shares at Oct. 31, 2021 | 136,059 | 96,310,387 | ||||
Stock based compensation | 242,505 | 242,505 | ||||
Beneficial conversion feature on convertible preferred stock | 48,510 | 48,510 | ||||
Deemed dividend on convertible preferred stock | (48,510) | (48,510) | ||||
Net loss | (361,732) | (361,732) | ||||
Balance at Jan. 31, 2022 | $ 136 | $ 96,590 | 19,543,672 | (84,000) | (16,221,099) | 3,335,299 |
Balance, shares at Jan. 31, 2022 | 136,059 | 96,310,387 | ||||
Balance at Oct. 31, 2021 | $ 136 | $ 96,590 | 19,301,167 | (84,000) | (15,859,367) | 3,454,526 |
Balance, shares at Oct. 31, 2021 | 136,059 | 96,310,387 | ||||
Stock based compensation | 2,197,597 | 2,197,597 | ||||
Beneficial conversion feature on convertible preferred stock | 793,175 | 793,175 | ||||
Deemed dividend on convertible preferred stock | (793,175) | (793,175) | ||||
Net loss | (6,860,049) | (6,860,049) | ||||
Common Stock issued in connection with note conversions | $ 4,044 | 4,039,722 | 4,043,766 | |||
Common Stock issued in connection with note conversions, shares | 4,043,765 | |||||
Common Stock issued in connection with preferred stock conversions | $ (136) | $ 14,806 | (14,670) | |||
Common Stock issued in connection with preferred stock conversions, shares | (136,059) | 14,806,028 | ||||
Balance at Oct. 31, 2022 | $ 115,440 | 25,523,816 | (84,000) | (22,719,416) | 2,835,840 | |
Balance, shares at Oct. 31, 2022 | 115,160,180 | |||||
Stock based compensation | 122,562 | 122,562 | ||||
Net loss | (1,190,125) | (1,190,125) | ||||
Forgiven accrued payables – related party | 137,953 | 137,953 | ||||
Balance at Jan. 31, 2023 | $ 115,440 | $ 25,784,331 | $ (84,000) | $ (23,909,541) | $ 1,906,230 | |
Balance, shares at Jan. 31, 2023 | 115,160,180 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Oct. 31, 2022 | Oct. 31, 2021 | |
Operating Activities | ||||
Net Loss | $ (1,190,125) | $ (361,732) | $ (6,860,049) | $ (4,521,663) |
Adjustment to Reconcile Net Loss: | ||||
Unrealized Gain on Series 2023 Derivative/Warrant Liability | (51) | |||
Loss on Conversion of Senior Secured Note Payable | 695,342 | |||
Depreciation Expense | 38,363 | 22,969 | 163,799 | 88,516 |
Amortization Expense | 32,934 | 9,544 | 131,735 | 8,790 |
Bad Debt Expense | 10,440 | 14,580 | ||
Impairment Expense | 914,091 | |||
Amortization of Operating Lease – ROU Asset | 13,013 | 14,458 | 55,616 | 61,796 |
Accretion of Debt Discount | 658 | 193,932 | ||
Stock Based Compensation | 122,562 | 242,505 | 2,197,597 | 2,040,617 |
Issuance of shares for services | 14,250 | |||
Write-off of inventory | 99,497 | |||
Changes in Assets and Liabilities | ||||
Accounts Receivable | 11,159 | (89,123) | 43,505 | (42,866) |
Accounts Receivable, Related Parties | (2,250) | (17,750) | 58,250 | |
Inventory | 16,532 | (44,353) | (162,133) | (83,005) |
Prepaid Expenses | (10,863) | 13,978 | (126,781) | (13,978) |
Prepaid project costs | (128,049) | (217,747) | ||
Accounts Payable | 193,374 | 67,095 | 237,068 | 13,142 |
Accounts Payable, Related Parties | (32,212) | |||
Deferred Revenue | (500,000) | 150,000 | 500,000 | |
Operating Lease Obligation | (13,013) | (14,458) | (55,616) | (61,796) |
Accrued Liabilities | (26,639) | (190,477) | 417,341 | 396,021 |
Accrued Liabilities – Related Party | (40,703) | 54,614 | 60,365 | (9,390) |
Accrued Interest | 3,267 | 10,390 | 2,582 | 44,565 |
Accrued Interest – Related Parties | 29,973 | 23,924 | 136,165 | 150,223 |
Advances | 86,464 | |||
Other assets | (9,940) | (3,920) | ||
Net Cash Used in Operating Activities | (949,858) | (758,416) | (2,216,620) | (998,187) |
Investing Activities | ||||
Acquisition of Fitore | 291,783 | |||
Acquisition of InfiniVive | 78,234 | |||
Acquisition of Property and Equipment | (3,473) | (310,113) | (24,613) | |
Patent Costs | (8,390) | |||
Net Cash Used in Investing Activities | (3,473) | (310,113) | 337,014 | |
Financing Activities | ||||
Preferred Stock Issued For Cash | 1,790,000 | |||
Issuance of Senior Secured Convertible Note Payable | 3,000,000 | |||
Deferred Offering Costs | (370,155) | (1,174,418) | ||
Issuance of Series Convertible Notes Payable - Stock Settled | 405,000 | 200,000 | ||
Capital Lease Principal Payments | (15,291) | (10,992) | (75,698) | (48,656) |
Payments on Revolving Line of Credit | (79) | (58,596) | (400) | |
Net Cash Provided by (Used in) Financing Activities | 389,709 | (381,226) | (1,108,712) | 4,740,944 |
Total Cash Used During the Period | (560,149) | (1,143,115) | (3,635,445) | 4,079,771 |
Beginning Cash Balance | 741,538 | 4,376,983 | 4,376,983 | 297,212 |
Ending Cash Balance | 181,389 | 3,233,868 | 741,538 | 4,376,983 |
Cash Paid for Interest | 5,796 | 2,919 | 59,702 | 13,702 |
Cash Paid for Income Taxes | ||||
Supplemental Schedule of Non-Cash Financing Activities: | ||||
Premium on issuance of 2023 Series Notes Payable - Stock Settled | 135,000 | |||
Derivative/Warrant Liability on 2023 Series Notes Payable | 73,213 | |||
Discount on Derivative/Warrant Liability on 2023 Series Notes Payable | 208,213 | |||
Forgiveness of Accrued Liabilities – Related Party | 137,953 | |||
Recognition of New Capital Leases | 90,444 | 32,645 | ||
Beneficial Conversion Feature and Deemed Dividend on Convertible Preferred Stock | 48,510 | 793,175 | 110,938 | |
Common Stock Issued for Conversion of Senior Note Payable | 3,712,500 | |||
Common Stock Issued for Conversion of Related Party Note Payable | 331,266 | |||
Deferred Offering Costs Recorded as Accounts Payable | 63,828 | 308,004 | ||
Purchase of equipment on account | 126,428 | |||
Conversion of accrued payable to note payable | 1,989,246 | |||
Common stock issued for conversion of note payable | 1,155,259 | |||
Preferred stock issued for conversion of convertible notes and advances | 286,464 | |||
Cash and Cash Equivalents, end of period | 181,389 | 2,521,368 | 741,538 | 3,626,983 |
Restricted cash, end of period | 712,500 | 750,000 | ||
Total Cash, Cash Equivalents and Restricted cash in the Statement of Cash Flows | $ 181,389 | $ 3,233,868 | $ 741,538 | $ 4,376,983 |
NATURE OF ORGANIZATION AND SUMM
NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Jan. 31, 2023 | Oct. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Organization and Description of Business Vitro Biopharma, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on March 31, 1986, under the name Imperial Management, Inc. On December 17, 1986, the Company merged with Labtek, Inc., a Colorado corporation, with the Company being the surviving entity and the name of the Company was changed to Labtek, Inc. The name was then changed to Vitro Diagnostics, Inc. on February 6, 1987. From November of 1990 through July 31, 2000, the Company was engaged in the development, manufacturing, and distribution of purified human antigens (“Diagnostics”) and related technologies. The Company also developed cell technology including immortalization of certain cells, which allowed entry into other markets besides Diagnostics. In August 2000, the Company sold the Diagnostics business, following which it focused on developing therapeutic products, its stem cell technology, patent portfolio and proprietary technology and cell lines for applications in autoimmune disorders and inflammatory disease processes and stem cell research. On February 3, 2021, the Company filed an amendment to the articles of incorporation with the Nevada Secretary of State, changing the name of the Company to Vitro BioPharma, Inc. Summary of Significant Accounting Policies Basis of Presentation The interim consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures included herein are adequate to make the information presented not misleading. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2022 as filed with the SEC (“Form 10-K”). Unless otherwise noted in this Interim Report, there have been no material changes to the disclosures contained in the notes to the audited financial statements for the year ended October 31, 2022 contained in the Form 10-K. The Consolidated Balance Sheet as of October 31, 2022 was derived from the audited financial statements included in the Form 10-K. In management’s opinion, the unaudited interim Consolidated Balance Sheet, Statements of Operations, Statements of Changes in Shareholders’ Equity, and Statements of Cash Flows, contained herein, reflect all adjustments, consisting solely of normal recurring items, which are necessary for the fair presentation of the Company’s financial position, results of operations and cash flows on a basis consistent with that of the Company’s prior audited consolidated financial statements. The results of operations for the interim periods may not be indicative of results to be expected for the full fiscal year. Certain prior period amounts were reclassified to conform to the current presentation on the Consolidated Financial Statements. Basis of Consolidation The consolidated financial statements include the operations of the Company and its wholly owned subsidiaries, Fitore, Inc. (“Fitore”) and InfiniVive MD, LLC (“InfiniVive”), both acquired effective August 1, 2021 (Note 4). Concentrations During the three months ended January 31, 2023 and 2022, 5% 2% 30% 43% 23% 14% 10% 25,000 7% Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 AND 2022 (UNAUDITED) Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue Recognition As of January 1, 2018, the Company adopted Revenue from Contracts with Customers (Topic 606) (“ASC 606”). The new guidance sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in GAAP. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. To determine the appropriate amount of revenue to be recognized for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following steps: (i) identify the contract(s) with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) each performance obligation is satisfied. The Company adopted the standard using the modified retrospective method and the adoption did not have a material impact on the Company’s consolidated financial statements. For each performance obligation identified in accordance with ASC 606, the Company determines at contract inception whether it satisfies the performance obligation over time (in accordance with paragraphs 606-10-25-27 through 25-29) or satisfies the performance obligation at a point in time (in accordance with paragraph 606-10-25-30). If an entity does not satisfy a performance obligation over time, the performance obligation is satisfied at a point in time. Control is considered transferred over time if any one of the following criteria is met: ● The customer simultaneously receives and consumes the benefits of the asset or service which the entity performs; ● The entity’s performance creates or enhances an asset; or ● The entity’s performance creates or enhances an asset that has no alternative use to the entity and the entity has the right to payment for work completed to date. For certain contracts to which the Company is party, it uses the recognition over time method to recognize revenue. The Company recognizes revenue when performance obligations with the customer are satisfied. Product sales occur once control is transferred upon delivery to the customer at the time of the sale. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods and services. The Company’s revenue is primarily derived from the sources listed below: Sale of research and development product Sales of research and development product include the sale of stem cell medium Sale of therapeutic product: Includes cell culture media to be used in therapeutic treatment. Shipping: Includes amounts charged to customers for shipping products. Consulting Revenue: The Company has agreed to assist another party to develop an FDA-approved biological product. Revenues are recognized when certain contractual milestones are achieved. Fitore product sales online: Includes internet sales, via the Fitore Nutrition website, of dietary supplements called Stemulife, Spectrum+, Easy Sleep and Thought Calmer. VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 AND 2022 (UNAUDITED) InfiniVive product sales: InfiniVive, via call-in orders, sells exosomes and daily cosmetic serum Disaggregation of revenue The following table summarizes the Company’s revenue for the reporting periods, disaggregated by product or service type: SCHEDULE OF DISAGGREGATION OF REVENUE Three Months Ended Three Months Ended Revenues: Research and development products $ 75,643 $ 298,069 AlloRx Stem Cells to Foreign Third-Party Clinics 148,283 155,591 Consulting revenue 25,000 500,000 InfiniVive products 75,050 135,075 Fitore products 20,615 67,621 Total $ 344,591 $ 1,156,356 Revenues $ 344,591 $ 1,156,356 Deferred Revenue The Company has recorded deferred revenue in connection with a Joint Operating Agreement (as subsequently amended, the “JOA”) executed between the Company and European Wellness/BIO PEP USA (“BIO PEP”). Under the terms of this JOA, the Company is obligated to use its best efforts to identify, develop and deliver various potential active pharmaceutical ingredients and to oversee the development of a recombinant cell line by a third-party service provider. The Company was also engaged to establish a Quality Management System to be utilized by BIO PEP in their pursuit of FDA authorizations. See “Joint Operating Agreement” below for additional information. The Company records as deferred revenue amounts for which the Company has been paid but for which it has not yet achieved and delivered related milestones or when the level of effort required to complete performance obligations under an arrangement cannot be reasonably estimated under the terms of the related agreement. Deferred revenue is classified as current or long-term based on when management estimates the revenue will be recognized. As of January 31, 2023, the Company has deferred $ 650,000 345,796 The table below summarizes Deferred Revenues as of January 31, 2023: SUMMARY OF DEFERRED REVENUES October 31, 2022 Revenue Recognized Revenue Deferred January 31, 2023 Deferred Revenue $ 650,000 $ - $ - $ 650,000 Total $ 650,000 $ - $ - $ 650,000 During the three months ended January 31, 2023 and 2022, the Company recognized $ 0 500,000 46,750 53,906 Accounts Receivable Accounts receivable consists of amounts due from customers. The Company considers accounts more than 30 days old to be past due. The Company uses the allowance method for recognizing bad debts. When an account is deemed uncollectible, it is written off against the allowance. The Company generally does not require collateral for its accounts receivable. As of January 31, 2023 and October 31, 2022, total accounts receivable, including related party accounts receivable of $ 2,250 64,628 73,537 0 2,500 VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 AND 2022 (UNAUDITED) As of January 31, 2023, four customers accounted for 18% 14% 13% 10% 28% 10% 10% Basic Loss Per Share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share takes into consideration shares of common stock outstanding (computed under basic income or loss per share) and potentially dilutive shares of common stock that are not anti-dilutive. For the three months ended January 31, 2023 and 2022, the following number of potentially dilutive shares have been excluded from diluted net loss since such inclusion would be anti-dilutive: SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED EARNINGS PER SHARE January 31, 2023 January 31, 2022 Stock options outstanding 29,226,000 28,230,000 Shares to be issued in connection with convertible preferred shares - 13,605,900 Shares to be issued in connection with exercise of warrants 12,905,856 13,605,856 Shares to be issued upon conversion of convertible notes payable and accrued interest - 3,007,808 2021 Series Convertible Notes Payable - Related Party – common shares 480,000 800,000 2022 Series Convertible Notes Payable - common shares 200,000 - 2023 Series Convertible Notes Payable - Stock Settlement 318,898 - 2023 Series Convertible Notes Payable - Stock Settled - warrants issuable 79,983 - Total 43,210,737 59,249,564 Anti-dilutive shares 43,210,737 59,249,564 Inventory Inventories, consisting of raw materials and finished goods, are stated at the lower of cost (using the specific identification method) or market. Inventories consisted of the following at the balance sheet dates: SCHEDULE OF INVENTORIES January 31, 2023 October 31, 2022 Raw materials $ 76,513 $ 112,023 Finished goods 187,093 168,115 Total inventory $ 263,606 $ 280,138 VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 AND 2022 (UNAUDITED) The Company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. During the three months ended January 31, 2023 and 2022, the Company did not record any impairment expense. Recent Accounting Standards The Company periodically reviews new accounting standards that are issued and has not identified any new standards that it believes merit further discussion or would have a significant impact on its financial statements. | NOTE 1 – NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Organization and Description of Business Vitro Biopharma, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on March 31, 1986, under the name Imperial Management, Inc. On December 17, 1986, the Company merged with Labtek, Inc., a Colorado corporation, with the Company being the surviving entity and the name of the Company was changed to Labtek, Inc. The name was then changed to Vitro Diagnostics, Inc. on February 6, 1987. From November of 1990 through July 31, 2000, the Company was engaged in the development, manufacturing, and distribution of purified human antigens (“Diagnostics”) and related technologies. The Company also developed cell technology including immortalization of certain cells, which allowed entry into other markets besides Diagnostics. In August 2000, the Company sold the Diagnostics business, following which it focused on developing therapeutic products, its stem cell technology, patent portfolio and proprietary technology and cell lines for applications in autoimmune disorders and inflammatory disease processes and stem cell research. On February 3, 2021, the Company filed an amendment to the articles of incorporation with the Nevada Secretary of State, changing the name of the Company to Vitro BioPharma, Inc. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Basis of Consolidation The consolidated financial statements include the operations of the Company and its wholly owned subsidiaries, Fitore, Inc. (“Fitore”) and InfiniVive MD, LLC (“InfiniVive”), both acquired effective August 1, 2021 (Note 4). Cash Equivalents For the purposes of the Statements of Cash Flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Restricted Cash Included in the Consolidated Balance Sheets as of October 31, 2022 and October 31, 2021, is restricted cash of $ 0 750,000 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage limits. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 Concentrations During the years ended October 31, 2022 and 2021, 1% 28% 17% 15% 14% 16% 13% 10 600,000 18% 51,822 Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue Recognition As of January 1, 2018, the Company adopted Revenue from Contracts with Customers (Topic 606) (“ASC 606”). The new guidance sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in GAAP. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. To determine the appropriate amount of revenue to be recognized for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following steps: (i) identify the contract(s) with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) each performance obligation is satisfied. The Company adopted the standard using the modified retrospective method and the adoption did not have a material impact on the Company’s consolidated financial statements. For each performance obligation identified in accordance with ASC 606, the Company determines at contract inception whether it satisfies the performance obligation over time (in accordance with paragraphs 606-10-25-27 through 25-29) or satisfies the performance obligation at a point in time (in accordance with paragraph 606-10-25-30). If an entity does not satisfy a performance obligation over time, the performance obligation is satisfied at a point in time. Control is considered transferred over time if any one of the following criteria is met: ● The customer simultaneously receives and consumes the benefits of the asset or service which the entity performs; ● The entity’s performance creates or enhances an asset; or ● The entity’s performance creates or enhances an asset that has no alternative use to the entity and the entity has the right to payment for work completed to date. VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 For certain contracts to which the Company is party, it uses the recognition over time method to recognize revenue. The Company recognizes revenue when performance obligations with the customer are satisfied. Product sales occur once control is transferred upon delivery to the customer at the time of the sale. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods and services. The Company’s revenue is primarily derived from the sources listed below: Sale of research and development product Sales of research and development product include the sale of stem cell medium Sale of therapeutic product: Includes cell culture media to be used in therapeutic treatment. Shipping: Includes amounts charged to customers for shipping products. Consulting Revenue: The Company has agreed to assist another party to develop an FDA-approved biological product. Revenues are recognized when certain contractual milestones are achieved. Fitore product sales online: Includes internet sales, via the Fitore Nutrition website, of dietary supplements called Stemulife, Spectrum+, Easy Sleep and Thought Calmer. InfiniVive product sales: InfiniVive, via its website and call-in orders, sells exosomes and daily cosmetic serum Disaggregation of revenue The following table summarizes the Company’s revenue for the reporting periods, disaggregated by product or service type: SCHEDULE OF DISAGGREGATION OF REVENUE Year Ended October 31, 2022 Year Ended October 31, 2021 Revenues: Research and development products $ 1,072,312 $ 857,648 AlloRx Stem Cells to Foreign Third-Party Clinics 1,174,456 180,856 Consulting revenue 600,000 51,822 InfiniVive products 236,788 139,070 Fitore products 209,737 81,550 Total $ 3,293,293 $ 1,310,946 Revenues $ 3,293,293 $ 1,310,946 Deferred Revenue VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 The Company records as deferred revenue amounts for which the Company has been paid but for which it has not yet achieved and delivered related milestones or when the level of effort required to complete performance obligations under an arrangement can be reasonably estimated under the terms of the JOA. Deferred revenue is classified as current or long-term based on when management estimates the revenue will be recognized. As of October 31, 2022, the Company has deferred $ 650,000 217,747 The table below summarizes Deferred Revenues as of October 31, 2022: SUMMARY OF DEFERRED REVENUES October 31, 2021 Revenue Recognized Revenue Deferred October 31, 2022 Deferred Revenue $ 500,000 $ (500,000 ) $ 650,000 $ 650,000 Total $ 500,000 $ (500,000 ) $ 650,000 $ 650,000 During the year ended October 31, 2022, the Company recognized $ 500,000 100,000 218,017 Accounts Receivable Accounts receivable consists of amounts due from customers. The Company considers accounts more than 30 days old to be past due. The Company uses the allowance method for recognizing bad debts. When an account is deemed uncollectible, it is written off against the allowance. The Company generally does not require collateral for its accounts receivable. At October 31, 2022 and 2021, total accounts receivable amounted to $ 73,537 127,482 2,500 7,000 As of October 31, 2022, two customers accounted for 28% 10% 43% 23% 10% Deferred Offering Costs The Company defers, as other current assets, the direct incremental costs of raising capital through equity offerings, until such time as the offering is completed or abandoned. At the time of the offering completion, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated. Property and Equipment Property, equipment, and leasehold improvements are recorded at historical cost. The cost of property and equipment is depreciated over the estimated useful lives, when placed in service (ranging from 3 5 VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 Intangible Assets and Impairment Intangible assets that are subject to amortization are reviewed for potential impairment whenever events or circumstances indicate that carrying amounts may not be recoverable. Assets not subject to amortization are tested for impairment at least annually. The Company periodically reviews its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less that the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. Goodwill Goodwill is the excess of acquisition cost over the fair value of the net assets of acquired businesses. The Company does not amortize goodwill but assesses goodwill for impairment at least annually or when there has been a material change in circumstances, using the market approach. Leases In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02-Leases (Topic 842), which significantly amends the way companies are required to account for leases. Under the updated leasing guidance, some leases that did not have to be reported previously are now required to be presented as an asset and liability on the balance sheet. In addition, for certain leases, what was previously classified as an operating expense must now be allocated between amortization expense and interest expense. The Company elected to adopt this update early as of November 1, 2018, using the modified retrospective transition method and prior periods have not been restated. Upon implementation, the Company recognized an initial operating lease right-of-use asset of $ 80,171 80,171 411,287 411,287 55,616 61,796 Basic Loss Per Share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share takes into consideration shares of common stock outstanding (computed under basic income or loss per share) and potentially dilutive shares of common stock that are not anti-dilutive. For the years October 31, 2022 and 2021, the following number of potentially dilutive shares have been excluded from diluted net loss since such inclusion would be anti-dilutive: SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED EARNINGS PER SHARE October 31, 2022 October 31, 2021 Stock options outstanding 29,226,000 28,230,000 Shares to be issued in connection with convertible preferred shares - 13,605,900 Shares to be issued in connection with exercise of warrants 13,605,856 13,605,856 Shares to be issued upon conversion of convertible notes payable and accrued interest - 3,007,808 2021 Series Convertible Notes Payable – Related Party 480,000 - 2022 Series Convertible Notes Payable 200,000 - Total 43,511,856 58,449,564 Anti-dilutive shares 43,511,856 58,449,564 VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 Joint Operating Agreement On August 6, 2021, the Company entered into a JOA with European Wellness and BioPep, its research and development subsidiary, under which the Company agreed to provide research and development services on identified targets. The Company was unable to identify a key target product to submit for FDA IND authorization using European Wellness’s existing mito-organelle peptides as the starting biological material as contemplated by the JOA. As a result, on April 28, 2022, the Company entered into an amendment to the JOA (“Amendment”). Under the JOA, the Company is obligated to use its best efforts to identify a key investigational product candidate that can be submitted by European Wellness for FDA IND authorization. The JOA also requires the Company to use its best efforts to develop an FDA-validated immunoassay and potency assay of any target product. It is contemplated that any pre-clinical studies will be carried out by a third-party service provider, with the Company’s support and oversight. In addition, the Company agreed to manage the production of any target research products and to quantify biological activity for preclinical and clinical testing to support an FDA IND filing, all of which will be carried out by third-party service providers identified by the Company at third-party manufacturing facilities. With the ultimate goal of supporting BioPep in becoming a cGMP manufacturer in the US, the Company is also obligated to help develop a biomanufacturing infrastructure to support BLA-compliant operations and to develop a certified Quality Management System for BioPep to support FDA approval of target products. For any INDs to be submitted to the FDA covering products developed under the JOA, the Company is obligated to provide the “Chemistry, Manufacturing, and Controls” section in support of the application. The JOA further contemplates the potential identification and development of a veterinary product by a third-party using rabbit-sourced umbilical-cord derived MSCs. It is contemplated that development of this veterinary product will begin once the key investigational product is completed. The Company and European Wellness are obligated to use their best efforts to negotiate the terms of this arrangement at such time. If any products developed pursuant to the European Wellness Agreement are ultimately approved for commercialization, the JOA contemplates that such products will be commercialized and distributed by European Wellness and/or BioPep. However, the JOA also contemplates that certain post-development rights and obligations of the parties, such as potential licensing rights and shared ownership over intellectual property developed pursuant to the agreement, will be negotiated at a later date. The JOA further contemplates that the parties may enter into negotiations to potentially engage the Company as a CMO to carry out product manufacturing on behalf of European Wellness and BioPep. By its terms, the JOA will terminate on July 31, 2023. Either the Company or European Wellness may terminate the JOA sooner without cause at any time by providing 30-days prior written notice. In addition, the Company or European Wellness may terminate the European Wellness Agreement immediately under certain circumstances, including without limitation, if either party defaults with respect to its obligations under the agreement and does not cure such default within 30 days after receiving notice of such default. Upon signing the JOA in August 2021, European Wellness paid the Company an initial fee of $ 500,000 250,000 25,000 5.8 500,000 VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 Future milestones may include estimated payments up to an additional $ 1,800,000 1,200,000 600,000 1,000,000 1,000,000 The Company provides BioPep with the expertise in scientific, quality, manufacturing methods, design developments and regulatory matters to ensure full compliance with the U.S. regulations for drug development, manufacturing, and potential future commercialization of BioPep product(s). Expenses incurred in connection with completed milestones for which the Company has recognized revenue are included as a component of selling general and administrative expense in the statement of operations. Expenses incurred in connection with milestones which have yet to be completed are recorded as deferred project costs on the balance sheet. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “ Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement’s recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. On December 22, 2017, the U.S. Tax Cuts and Jobs Act of 2017 (“Tax Reform”) was signed into law. As a result of Tax Reform, the top U.S. statutory corporate tax rate was lowered from 35% 21% Impairment and Disposal of Long-Lived Assets The Company evaluates its long-lived assets for impairment when events or changes in circumstances indicate, in management’s judgment, that the carrying value of such assets may not be recoverable. If such assets are considered impaired, the impairment to be recognized is determined as the amount by which the carrying value exceeds the fair value of the assets. The Company periodically reviews the carrying amount of its long-lived assets for possible impairment. The Company recorded no asset impairment charges during the years ended October 31, 2022, and 2021. Inventory Inventories, consisting of raw materials and finished goods, are stated at the lower of cost (using the specific identification method) or market. Inventories consisted of the following at the balance sheet dates: SCHEDULE OF INVENTORIES October 31, 2022 October 31, 2021 Raw materials $ 112,023 $ - Finished goods 168,115 118,005 Total inventory $ 280,138 $ 118,005 VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 The Company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. During the years ended October 31, 2022 and 2021, the Company recorded impairment expense of $ 0 73,300 Related Party Transactions The Company follows ASC 850, “ Related Party Disclosures Research and Development These costs are expensed as incurred and are primarily comprised of costs for: salaries, overhead and occupancy, contract services and other outside costs, quality assurance and analytical testing. As the Company’s operations include manufacturing and R&D, it reports cost of goods sold, including estimates of labor, materials, and overhead allocations, to the production of specific products manufactured for sale. Stock Based Compensation The Company accounts for expenses associated with shares issued for services using the fair value method following the guidance outlined in Section 718-10 of the FASB ASC for disclosure about stock-based compensation. This section requires a public entity to measure the cost of employee and non-employee services received in exchange for an award of equity instruments based on the grant date fair value of the award (with limited exceptions). That cost is recognized over the period during which the service is provided. No compensation cost is recognized for equity instruments for which service is not provided or rendered. Recent Accounting Standards The Company periodically reviews new accounting standards that are issued and has not identified any new standards that it believes merit further discussion or would have a significant impact on its financial statements. |
GOING CONCERN
GOING CONCERN | 3 Months Ended | 12 Months Ended |
Jan. 31, 2023 | Oct. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
GOING CONCERN | NOTE 2 – GOING CONCERN The accompanying financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. The Company has incurred net losses of approximately $ 1.2 6.9 38,000 These factors raise substantial doubt about the Company’s ability to continue as a going concern. In view of these matters, realization of certain of the assets in the accompanying balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to meet its financial requirements, raise additional capital, and generate additional revenues and profit from operations. Management plans to address the going concern include but are not limited to raising additional capital through an attempted public and/or private offering of equity securities, as well potentially issuing additional debt instruments. The Company also has various initiatives underway to increase revenue generation through diversified offerings of products and services related to its stem cell technology and analytical capabilities. The goal of these initiatives is to achieve profitable operations as quickly as possible. Various strategic alliances that are ongoing and under development are also critical aspects of management’s overall growth and development strategy. There is no assurance that these initiatives will yield sufficient capital to maintain the Company’s operations. There is no assurance that the ongoing capital raising efforts will be successful. Should management fail to successfully raise additional capital and/or fully implement its strategic initiatives, it may be compelled to curtail part or all of its ongoing operations. The financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company has historically financed its operations primarily through various private placements of debt and equity securities. | NOTE 2 – GOING CONCERN The accompanying financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. The Company has incurred net losses of approximately $ 6.9 4.5 0.4 These factors raise substantial doubt about the Company’s ability to continue as a going concern. In view of these matters, realization of certain of the assets in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to meet its financial requirements, raise additional capital, and generate additional revenues and profit from operations. Management plans to address the going concern include but are not limited to raising additional capital through an attempted public and/or private offering of equity securities, as well potentially issuing additional debt instruments. The Company also has various initiatives underway to increase revenue generation through diversified offerings of products and services related to its stem cell technology and analytical capabilities. The goal of these initiatives is to achieve profitable operations as quickly as possible. Various strategic alliances that are ongoing and under development are also critical aspects of management’s overall growth and development strategy. There is no assurance that these initiatives will yield sufficient capital to maintain the Company’s operations. There is no assurance that the ongoing capital raising efforts will be successful. Should management fail to successfully raise additional capital and/or fully implement its strategic initiatives, it may be compelled to curtail part or all of its ongoing operations. VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 The financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company has historically financed its operations primarily through various private placements of debt and equity securities. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended | 12 Months Ended |
Jan. 31, 2023 | Oct. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT The following is a summary of property and equipment, less accumulated depreciation at the balance sheet dates: SCHEDULE OF PROPERTY AND EQUIPMENT January 31, 2023 October 31, 2022 Leasehold improvements $ 12,840 $ 12,840 Property and equipment 925,427 925,427 Total cost 938,267 938,267 Less accumulated depreciation (624,691 ) (586,327 ) Net property and equipment $ 313,576 $ 351,940 Depreciation expense for the three months ended January 31, 2023 and 2022 was $ 38,363 22,969 | NOTE 3 – PROPERTY AND EQUIPMENT The following is a summary of property and equipment, less accumulated depreciation at the balance sheet dates: SCHEDULE OF PROPERTY AND EQUIPMENT October 31, 2022 October 31, 2021 Leasehold improvements $ 12,840 $ 12,840 Property and equipment 925,427 524,870 Total cost 938,267 537,710 Less accumulated depreciation (586,327 ) (422,528 ) Net property and equipment $ 351,940 $ 115,182 Depreciation expense for the years ended October 31, 2022 and 2021 was $ 163,799 88,516 |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Oct. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | NOTE 4 – ACQUISITIONS Fitore Inc. On August 1, 2021, the Company, through a merger with a wholly owned subsidiary, acquired 100 The former shareholders of Fitore received convertible promissory notes totaling $ 1,000,000 4,000,000 0.19 6 2,000 1,000 1,000 2,042,999 24,800 The assets acquired were recorded at their fair value. The purchase price excludes post acquisition compensation arrangements. The purchase price was allocated among cash, inventory and readily identifiable intangible assets, along with Goodwill of approximately $ 1.4 Business Combinations SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED August 1, 2021 Allocation of purchase price Consideration given: 2021 Series Convertible Notes $ 1,000,000 Common stock 742,999 Preferred stock and warrants 300,000 Total consideration $ 2,042,999 Allocation of purchase price Cash $ 291,783 Inventory 99,496 Goodwill 1,351,458 Trademarks and trade names 217,440 Know-how and unpatented technology 112,020 Customer relationships 59,019 Accrued expenses (29,221 ) Revolving line of credit (58,996 ) Fair value of net assets acquired $ 2,042,999 VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 InfiniVive MD, LLC. On August 1, 2021, the Company, through an exchange agreement, acquired 100 The former member of InfiniVive, Dr. Zamora, received 23,000,000 4,272,245 0.19 16,200 The assets and liabilities acquired were recorded at their fair value. The purchase price excludes post acquisition compensation arrangements. The purchase price was allocated among cash, accounts receivable and readily identifiable intangible assets along with Goodwill of approximately $ 3.2 The acquisition was accounted for using the acquisition method under ASC 805, Business Combinations SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED August 1, 2021 Allocation of purchase price Consideration given: Common stock $ 4,272,245 Total consideration $ 4,272,245 Allocation of purchase price Cash $ 78,234 Accounts receivable 5,536 Goodwill 3,171,582 Trademarks and tradenames 475,890 Patents and unpatented technology 598,040 Customer relationships 55,517 Accrued payables (17,982 ) Accrued payables – related party (94,572 ) Fair value of net assets acquired $ 4,272,245 VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 Pro-forma results, unaudited In accordance with FASB Topic ASC 805, the following table presents the unaudited pro forma combined results of operations for the year ended October 31, 2021, of the Company and its two new subsidiaries. The unaudited proforma results reflect significant pro forma adjustments related to costs directly attributable to the acquisition and operating costs incurred as a result of the acquisition. The pro forma results do not include any cost savings or other synergies that may result from the acquisitions or any estimated costs that have been or will be incurred by the Company to integrate the acquired assets. The pro forma results are not necessarily indicative of what actually would have occurred if the acquisition had been completed as of the beginning of the period, nor are they necessarily indicative of future results: SCHEDULE OF BUSINESS ACQUISITION PRO-FORMA RESULTS October 31, 2021 (Unaudited) Revenue $ 1,802,164 Net loss (4,689,006 ) Net loss per common share $ (0.09 ) |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended | 12 Months Ended |
Jan. 31, 2023 | Oct. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS The following table sets forth the carrying amounts of intangible assets and goodwill including accumulated amortization as of January 31, 2023: SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL Remaining Cost Accumulated Amortization Net Carrying Value Trademarks and tradenames 13.75 $ 693,330 $ (57,777 ) $ 635,553 Patents, know-how and unpatented technology 13.75 710,060 (59,170 ) 650,890 Customer relationships 1.50 114,536 (56,512 ) 58,024 Total 1,517,926 (173,459 ) 1,344,467 Remaining Useful Life Cost Impairment Net Carrying Value Goodwill Indefinite $ 4,523,040 $ (914,091 ) $ 3,608,949 During the three months ended January 31, 2023 and 2022, the Company recorded amortization expense of $ 32,934 9,544 | NOTE 5 – INTANGIBLE ASSETS The following table sets forth the carrying amounts of intangible assets and goodwill including accumulated amortization as of October 31, 2022: SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL Remaining Useful Life Cost Accumulated Amortization Net Carrying Value Trademarks and tradenames 14 $ 693,330 $ (46,222 ) $ 647,108 Patents, know-how and unpatented technology 14 710,060 (47,337 ) 662,723 Customer relationships 1.75 114,536 (46,966 ) 67,570 Total 1,517,926 (140,525 ) 1,377,401 Remaining Useful Life Cost Impairment Net Carrying Value Goodwill Indefinite $ 4,523,040 $ (914,091 ) $ 3,608,949 During the fiscal years ended October 3, 2022 and 2021, the Company recorded amortization expense of $ 131,735 8,790 During the fiscal year ended October 31, 2022 and 2021, the Company recorded impairment expense of $ 914,091 0 |
LEASE OBLIGATIONS
LEASE OBLIGATIONS | 3 Months Ended | 12 Months Ended |
Jan. 31, 2023 | Oct. 31, 2022 | |
Lease Obligations | ||
LEASE OBLIGATIONS | NOTE 6 – LEASE OBLIGATIONS The Company’s operating lease consists of a lease for office space. The Company’s finance lease activities consist of leases for equipment. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The office lease contains an option to a renewal period of five years VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 AND 2022 (UNAUDITED) The following table shows the classification and location of the Company’s leases in the Consolidated Balance Sheets: SCHEDULE OF BALANCE SHEET RELATED TO LEASES Leases Balance Sheet Location January 31, 2023 October 31, 2022 Assets Noncurrent: Operating Right-of-use asset – operating lease $ 264,368 $ 277,381 Finance Property and equipment, net 64,067 74,324 Total Lease Assets $ 328,435 $ 351,705 Liabilities Current: Operating Operating lease liabilities $ 48,754 $ 50,055 Finance Finance lease liabilities 64,208 62,979 Noncurrent: Operating Operating lease liabilities 215,614 227,326 Finance Finance lease liabilities 62,435 78,955 Total Lease Liabilities $ 391,011 $ 419,315 The following table shows the classification and location and the Company’s lease costs in the Consolidated Statements of Operations: SCHEDULE OF OPERATIONS RELATED TO LEASES Statements of Operations Three Months Ended January 31, Location 2023 2022 Operating lease expense General and administrative expense $ 51,258 $ 19,351 Finance lease expense: Interest on lease liability Interest expense 2,900 2,491 Total Lease expense $ 54,158 $ 21,842 Minimum contractual obligations for the Company’s leases (undiscounted) as of January 31, 2023 were as follows: SCHEDULE OF MINIMUM CONTRACTUAL OBLIGATIONS OF LEASES Operating Finance Fiscal year 2023 $ 50,801 $ 53,676 Fiscal year 2024 67,734 65,387 Fiscal year 2025 67,734 12,803 Fiscal year 2026 67,734 5,150 Fiscal year 2027 67,734 - Thereafter 180,619 - Total Lease Payments $ 502,356 $ 137,016 Less Imputed interest (237,989 ) (10,373 ) Total lease liability $ 264,367 $ 126,643 The following table shows the weighted average remaining lease term and the weighted average discount rate for the Company’s leases as of the dates indicated: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES January 31, 2023 January 31, 2022 Operating Leases Finance Leases Operating Leases Finance Leases Weighted-average remaining lease term (in years) 7.3 2.0 8.3 2.7 Weighted-average discount rate (1) 10.00 % 7.61 % 10.00 % 8.11 % (1) The discount rate used for the operating lease is based on the Company’s incremental borrowing rate at lease commencement and may be adjusted if modification to lease terms or lease reassessments occur. The discount rate used for finance leases is based on the rates implicit in the leases. VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 AND 2022 (UNAUDITED) The following table includes other quantitative information for the Company’s leases for the periods indicated: SCHEDULE OF CASHFLOW INFORMATION RELATED TO LEASES Three Months Ended January 31, 2023 2022 Cash paid for amounts included in measurement of lease liabilities Cash payments for operating leases $ 51,258 $ 19,351 Cash payments for finance leases 15,291 10,992 The Company recorded amortization of the operating lease right-of-use asset of $ 13,013 14,458 | NOTE 6 – LEASE OBLIGATIONS The Company’s operating lease consists of a lease for office space. The Company’s finance lease activities consist of leases for equipment. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The office lease contains an option to a renewal period of five years VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 The following table shows the classification and location of the Company’s leases in the Consolidated Balance Sheets: SCHEDULE OF BALANCE SHEET RELATED TO LEASES Leases Balance Sheet Location October 31, 2022 October 31, 2021 Assets Noncurrent: Operating Right-of-use asset – operating lease $ 277,381 $ 332,997 Finance Property and equipment, net 74,324 41,040 Total Lease Assets $ 351,705 $ 374,037 Liabilities Current: Operating Operating lease liabilities $ 50,055 $ 58,625 Finance Finance lease liabilities 62,979 52,362 Noncurrent: Operating Operating lease liabilities 227,326 274,372 Finance Finance lease liabilities 78,955 74,826 Total Lease Liabilities $ 419,315 $ 460,185 The following table shows the classification and location and the Company’s lease costs in the Consolidated Statements of Operations: SCHEDULE OF OPERATIONS RELATED TO LEASES Location 2022 2021 Statements of Operations Years Ended October 31, Location 2022 2021 Operating lease expense General and administrative expense $ 145,710 $ 83,593 Finance lease expense: Interest on lease liability Interest expense 13,530 11,646 Total Lease expense $ 159,240 $ 95,239 Minimum contractual obligations for the Company’s leases (undiscounted) as of October 31, 2022 were as follows: SCHEDULE OF MINIMUM CONTRACTUAL OBLIGATIONS OF LEASES Operating Finance Fiscal year 2023 $ 67,734 $ 71,568 Fiscal year 2024 67,734 65,387 Fiscal year 2025 67,734 12,803 Fiscal year 2026 67,734 5,150 Fiscal year 2027 67,734 - Thereafter 180,619 - Total Lease Payments $ 519,289 $ 154,908 Less Imputed interest (241,908 ) (12,974 ) Total lease liability $ 277,381 $ 141,934 The following table shows the weighted average remaining lease term and the weighted average discount rate for the Company’s leases as of the dates indicated: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES October 31, 2022 October 31, 2021 Operating Leases Finance Leases Operating Leases Finance Leases Weighted-average remaining lease term (in years) 7.6 2.3 8.6 2.9 Weighted-average discount rate (1) 10.00 % 7.61 % 10.00 % 8.11 % (1) The discount rate used for operating leases is based on the Company’s incremental borrowing rate at lease commencement and may be adjusted if modification to lease terms or lease reassessments occur. The discount rate used for finance leases is based on the rates implicit in the leases. VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 The following table includes other quantitative information for the Company’s leases for the years indicated: SCHEDULE OF CASHFLOW INFORMATION RELATED TO LEASES 2022 2021 Years Ended October 31, 2022 2021 Cash paid for amounts included in measurement of lease liabilities Cash payments for operating leases $ 145,710 $ 83,593 Cash payments for finance leases 75,698 48,656 |
DEBT
DEBT | 3 Months Ended | 12 Months Ended |
Jan. 31, 2023 | Oct. 31, 2022 | |
Debt Disclosure [Abstract] | ||
DEBT | NOTE 7 – DEBT The table below presents outstanding debt instruments as of January 31, 2023 and October 31, 2022: SCHEDULE OF OUTSTANDING DEBT INSTRUMENTS January 31, 2023 October 31, 2022 Long Term Unsecured 6% note payable – related party $ 767,288 $ 767,288 Unsecured 4% note payable – related party 1,221,958 1,221,958 2021 Series convertible notes – related party 480,000 480,000 2022 Series convertible notes 200,000 200,000 2023 Series convertible notes – stock settled 405,000 - Discount 2023 Series convertible notes (72,555 ) - Total Long-Term Debt $ 3,001,691 $ 2,669,246 The table below presents the future maturities of outstanding debt obligations as of January 31, 2023: SCHEDULE OF FUTURE MATURITIES OUTSTANDING DEBT OBLIGATIONS Fiscal year 2023 $ - Fiscal year 2024 480,000 Fiscal year 2025 - Fiscal year 2026 1,989,246 Fiscal year 2027 200,000 Fiscal year 2028 405,000 Total $ 3,074,246 Unsecured 6% Note Payable Related Party Interest expense on this note was $ 11,604 11,604 103,680 92,076 Unsecured 4% Note Payable - Related Party Interest expense on this note was $ 12,320 12,321 110,076 97,756 2021 Series Convertible Notes - Related Party The remaining principal balance outstanding on the 2021 Series Convertible notes amounted to $ 480,000 480,000 6,049 10,081 36,032 29,983 VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 AND 2022 (UNAUDITED) Senior Secured Convertible Note Payable The outstanding balance of the note was $ 0 0 0 0 0 37,808 2022 Series Convertible Notes During the three months ended January 31, 2023 and 2022, the Company recorded $ 1,261 0 4,466 3,205 2023 Series Convertible Notes – Stock Settled On January 6, 2023, the Company sold $ 405,000 8% The Notes bear interest at the rate of eight per cent per year and are payable solely in shares of the Company’s common stock. The 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, (iii) in the 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 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 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 0.75 200,000,000 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 0.25 0.75 0.625 five years Participation Rights 200% VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 AND 2022 (UNAUDITED) The Company contemplated ASC 480-10-30-7 related to the valuation of the embedded conversion feature contained in the Notes. The Company deemed that the most likely scenario to be utilized for valuing the conversion feature was a qualified financing. Therefore, the Company deemed that the Notes were issued at a premium related to the definition of Discounted Qualified Financing Price contained in the Purchase Agreement. The premium recognized at the inception of the stock settled debt was $ 135,000 The Company assessed the Warrants first under ASC 480. Based on the attributes of the Warrants, the Company determined that the Warrants are outside of the scope of ASC 480 and proceeded to assess the Warrants under ASC 815 to determine if the Warrants are considered indexed to the Company’s own common stock. Because the inputs which affect the number of shares to be issued upon exercise of the Warrants are not the inputs per 815-40-15-7E, the Warrants are not deemed to be indexed to the Company’s own stock, and have been recorded as liabilities under ASC 815 (Note 3) at the fair market value of $ 73,213 135,000 73,213 208,213 The combination of the $ 135,000 208,213 73,213 13.0% 658 51 During the three months ended January 31, 2023 and 2022, the Company recorded $ 2,006 0 2,006 0 | NOTE 7 – DEBT The table below presents outstanding debt instruments as of October 31, 2022 and 2021: SCHEDULE OF OUTSTANDING DEBT INSTRUMENTS October 31, 2022 October 31, 2021 Short Term Revolving line of credit $ - $ 58,596 Total Short-Term Debt $ - $ 58,596 Long Term Unsecured 6% note payable – related party $ 767,288 $ 767,288 Unsecured 4% note payable – related party 1,221,958 1,221,958 2021 Series convertible notes – related party 480,000 800,000 2022 Series convertible notes 200,000 - Senior secured convertible note - 3,000,000 Discount 2023 Series convertible notes - Total Long-Term Debt $ 2,669,246 $ 5,789,246 The table below presents the future maturities of outstanding debt obligations as of October 31, 2022: SCHEDULE OF FUTURE MATURITIES OUTSTANDING DEBT OBLIGATIONS Fiscal year 2023 - Fiscal year 2023 $ - Fiscal year 2024 480,000 Fiscal year 2025 - Fiscal year 2026 1,989,246 Fiscal year 2027 200,000 Total $ 2,669,246 Revolving line of credit The Company, through its wholly owned subsidiary Fitore, maintained a $ 60,000 1,649 376 0 58,596 Unsecured 6% Note Payable Related Party On October 31, 2020, the Company converted accrued and unpaid compensation in the amount of $ 767,288 6 46,038 46,038 92,076 46,038 VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 Unsecured 4% Note Payable - Related Party On October 31, 2020, the Company converted accrued and unpaid compensation and interest, in the amount of $ 1,221,958 4 48,878 48,878 97,756 48,878 2021 Series Convertible Notes - Related Party On August 1, 2021, in connection with the acquisition of Fitore (Note 4), the Company issued 2021 Series Unsecured Convertible Notes in the amount of $ 1,000,000 5 1.00 200,000 8,000 On April 15, 2022, the Company issued 310,561 300,000 10,562 1.00 On April 15, 2022, the Company issued 20,704 20,000 704 1.00 The remaining principal balance outstanding on the 2021 Series Convertible notes amounted to $ 480,000 800,000 31,276 12,219 29,983 9,973 Senior Secured Convertible Note Payable On October 12, 2021, the Company borrowed $ 3,000,000 5 10,000,000 1.00 The note contained both negative and positive covenants. Pursuant to an Escrow Agreement executed in connection with the note, 25% of the proceeds of the note (“Escrow Amount”) were held in a restricted account. Pursuant to this provision, the Company recorded restricted cash of $ 750,000 On February 22, 2022, this note, along with accrued interest of $ 17,158 3,712,500 1.00 695,342 The outstanding balance of the note was $ 0 3,000,000 0 7,808 46,849 7,808 VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 2022 Series Convertible Notes During June and July of 2022, the Company issued a total of $ 200,000 5 5,000,000 3,205 0 3,205 0 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended | 12 Months Ended |
Jan. 31, 2023 | Oct. 31, 2022 | |
Equity [Abstract] | ||
STOCKHOLDERS’ EQUITY | NOTE 8– STOCKHOLDERS’ EQUITY Preferred Stock The Company has authorized 5,000,000 0.001 250,000 0 0 There were no sales or grants of preferred shares during the quarters ended January 31, 2023 and January 31, 2022. Dividend The holders of the Series A Convertible Preferred Shares were entitled to receive dividends at an annual rate of 8 0.25 Cumulative dividends earned as of January 31, 2023 and 2022 are set forth in the table below: SCHEDULE OF CUMULATIVE DIVIDENDS Stockholders at Accumulated Balance at October 31, 2021 35 $ 173,496 Issued - 43,300 Balance at January 31, 2022 35 $ 216,796 Balance at October 31, 2022 - $ - Issued - - Balance at January 31, 2023 - $ - VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 AND 2022 (UNAUDITED) Common Stock As of January 31, 2023, the Company had authorized 500,000,000 0.001 115,160,180 115,160,180 Stock-Based Compensation There were no grants of stock purchase options during the quarters ended January 31, 2023, or January 31, 2022. The table below presents option activity for the three months ended January 31, 2023 and 2022: SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTION Number of Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life (in years) Aggregate intrinsic value Balance at October 31, 2021 28,230,000 $ 0.31 7.56 $ - Options exercised - - - - Options granted - - - Options expired - - - - Options forfeited - - - - Balance at January 31, 2022 28,230,000 $ 0.31 7.37 $ 1,395,000 Balance at October 31, 2022 29,226,000 0.32 7.64 19,873,680 Options exercised - - - - Options granted - - - - Options expired - - - - Options forfeited - - - - Balance at January 31, 2023 29,226,000 $ 0.32 7.39 $ 19,873,680 Stock based compensation expense related to options for the three months ended January 31, 2023 and 2022 amounted to $ 122,562 242,505 19,977,993 19,101,327 4,693,311 5,086,039 Warrants During the year ended October 31, 2022, the Company did not issue any warrants. During the three months ended January 31, 2022 the Company did not issue any warrants. VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 AND 2022 (UNAUDITED) A summary of the Company’s common stock underlying the outstanding warrants as of January 31, 2023 and January 31, 2022 is as follows: SCHEDULE OF COMMON STOCK UNDERLYING OUTSTANDING WARRANTS Underlying Number of Average Weighted Average Life Outstanding – October 31, 2021 13,605,856 $ 0.75 3.48 Warrants A – Granted during the period - - Warrants B – Granted during the period Warrants A – Expired during the period - - Outstanding – January 31, 2022 13,605,856 $ 0.75 3.23 Outstanding at October 31, 2022 13,605,856 0.75 2.48 Warrants A – Granted during the period - - - Warrants B – Granted during the period - - - Warrants A – Expired during the period (700,000 ) 0.50 - Warrants B – Expired during the period - - - Outstanding – January 31, 2023 12,905,856 $ 0.75 2.17 | STOCKHOLDERS’ EQUITY Preferred Stock The Company has authorized 5,000,000 0.001 250,000 0 136,059 The following is a summary of the rights and preferences of the Series A Convertible Preferred Stock. Liquidation preferences shall mean $ 25 The holders of the Series A Convertible Preferred Stock were entitled to cumulative dividends at the annual rate of 8 0.25 The number of shares of common stock into which the Series A Convertible Preferred A Stock were convertible is determined by dividing (A) the sum of (i) the stated value of $ 25 0.25 200% The holders of the Series A Convertible Preferred Stock had the right to vote on any matters presented to the stockholders at any regular or special meeting of the stockholders of the Company. The Series A Convertible Preferred Shares were issued as part of a unit, each unit containing 2,000 100,000 three years 0.50 100,000 five years 1.00 Activity for the year ended October 31, 2022 On March 31, 2022, the holders of all 136,059 14,806,028 no VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 Activity for the fiscal year ended October 31, 2021 During the fiscal year ended October 31, 2021, the Company sold 71,600 1,790,000 35.8 50,000 2,000 100,000 three years 0.50 100,000 five years 1.00 On October 22, 2021, the Company issued 8,000 200,000 On October 31, 2021, the Company issued 3,459 86,464 On August 1, 2021, the Company issued 12,000 In connection with the sale of the Series A Convertible Preferred Shares, the Company determined that there was an embedded conversion feature associated with the preferred shares. The total intrinsic value of the beneficial conversion feature was determined to be approximately $ 930,577 793,175 110,938 Dividend The holders of the Series A Convertible Preferred Shares were entitled to receive dividends at an annual rate of 8 0.25 Cumulative dividends earned as of October 31, 2022 and 2021 are set forth in the table below: SCHEDULE OF CUMULATIVE DIVIDENDS Stockholders at Accumulated Balance at October 31, 2020 11 $ 48,516 Issued 24 124,980 Balance at October 31, 2021 35 173,496 Issued - 126,542 Converted (35 ) (300,038 ) Balance at October 31, 2022 - $ - Common Stock As of October 31, 2022, the Company had authorized 500,000,000 0.001 115,160,180 96,310,387 Activity for the year ended October 31, 2022 On February 22, 2022, the Company issued 3,712,500 1.00 3,000,000 17,158 695,342 695,342 VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 On March 31, 2022, the Company issued 14,806,028 136,059 . On April 15, 2022, the Company issued 310,561 300,000 10,562 1.00 On April 15, 2022, the Company issued 20,704 20,000 704 1.00 Activity during the year ended October 31, 2021 On October 10, 2021, the Company issued 23,105,187 316,027 110,035 10 555,000 174,197 10 0.05 On September 1, 2021, the Company issued 75,000 14,250 On August 1, 2021, the Company issued 27,000,000 The Company valued shares issued in connection with transactions occurring on August 1, 2021 and subsequent at $ 0.19 Stock-Based Compensation Activity for the year ended October 31, 2022 On March 1, 2022, the Company issued 350,000 0.50 60,000 48,333 ten years On July 6, 2022, the Company issued 5,000,000 0.50 1,000,000 1,000,000 ten years Activity for the year ended October 31, 2021 On November 30, 2020, the Company issued 3,000,000 0.50 20 ten years On November 30, 2020, the Company issued 1,000,000 0.50 20 ten years VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 On December 1, 2020, the Company issued 5,000,000 0.50 4,000,000 ten years On February 1, 2021, the Company issued 500,000 0.50 20 On August 1, 2021, the Company issued 2,000,000 0.50 20 ten years On August 1, 2021, the Company issued 20,000 0.40 33 ten years On October 1, 2021, the Company issued 2,620,000 20 0.50 ten years On October 1, 2021, the Company issued 1,000,000 0.50 500,000 125,000 125,000 250,000 ten years Also on October 1, 2021, the Company issued 120,000 0.50 30,000 30,000 ten years Grants during the years ended October 31, 2022 and 2021 are all considered to be non-qualified. The fair value of the options granted during the periods presented was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: SCHEDULE OF BLACK SCHOLES OPTION PRICING MODEL ASSUMPTIONS October 31, 2022 October 31, 2021 Risk-free interest rate 1.67 2.99 0.62 1.26 % Dividend yield 0.00 0.00 Volatility factor 195 198 % 198.47 227.05 % Weighted average expected life 10 8.16 VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 The table below presents option activity for the years ended October 31, 2022 and 2021: SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTION Number of Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life (in years) Aggregate intrinsic value Balance at October 31, 2020 12,970,000 $ 0.10 6.85 $ - Options exercised - - - - Options granted 15,260,000 0.49 7.97 - Options expired - - - - Options forfeited - - - - Balance at October 31, 2021 28,230,000 0.31 7.56 - Options exercised - - - - Options granted 5,350,000 0.50 9.91 2,675,000 Options expired - - - - Options forfeited (4,354,000 ) (0.48 ) ( 8.90 ) (2,247,140 ) Balance at October 31, 2022 29,226,000 $ 0.32 7.64 $ 19,873,680 Stock based compensation expense related to options for the years ended October 31, 2022 and 2021 amounted to $ 2,197,597 2,040,617 19,101,327 12,330,000 5,086,039 3,548,662 Warrants During the year ended October 31, 2022, the Company did not issue any warrants. Activity for the year ended October 31, 2021 In connection with the issuances of Series A Preferred Stock Units during the year ended October 31, 2021, the Company issued Class A warrants to purchase up to 4,572,929 4,572,929 0.50 three years 1.00 five years A summary of the Company’s common stock underlying the outstanding warrants as of October 31, 2022 is as follows: SCHEDULE OF COMMON STOCK UNDERLYING OUTSTANDING WARRANTS Underlying Number of Average Weighted Average Life Outstanding – October 31, 2020 4,100,000 $ 0.75 3.15 Warrants A – Granted during the period 4,752,928 0.50 2.43 Warrants B – Granted during the period 4,752,928 1.00 4.53 Outstanding – October 31, 2021 13,605,856 0.75 3.48 Warrants A – Granted during the period - - - Warrants B – Granted during the period - - - Outstanding – October 31, 2022 13,605,856 $ 0.75 2.48 VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Jan. 31, 2023 | Oct. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 9 – COMMITMENTS AND CONTINGENCIES Employment agreements On July 6, 2022, the Company hired Christopher Furman as its new Chief Executive Officer. Mr. Furman will receive an annual base salary of $ 400,000 100% 5,000,000 0.50 1,000,000 1,000,000 On December 1, 2021, the Company and John Evans entered into a Consulting Agreement (“Evans Consulting Agreement”). Under the terms of the Evans Consulting Agreement, Mr. Evans is to provide advisory services to the CEO and CFO of the Company. The term of the Evans Consulting Agreement is for four years 200,000 250,000 10 On December 8, 2020, the Company entered into a new employment agreement with Tiana States, Chief Manufacturing Officer (the “States Agreement”). Pursuant to the terms of the States Agreement, the Company agreed to pay Mrs. States a base salary of $ 125,000 200,000 five years 50% On December 1, 2020, the Company entered into a new employment agreement with James Musick, Chief Science Officer (the “Musick Agreement”). Pursuant to the terms of the Musick Agreement, the Company agreed to pay Dr. Musick a base salary of $ 150,000 five years 100% On December 1, 2020, the Company entered into a new employment agreement with Dr. Jack Zamora, Chief Executive Officer and President (“Zamora Agreement”) with a term of five years VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 AND 2022 (UNAUDITED) On October 1, 2021, the Company appointed Nathan Haas as the Chief Financial Officer and entered into an employment agreement with him. Pursuant to the terms the Nathan Haas CFO Agreement, the Company agreed to pay Mr. Haas a base salary of $ 175,000 five years 100% On August 1, 2021, the Company entered into a new employment agreement (the “Tanner Haas Agreement”) with Tanner Haas, the chief executive officer of Fitore. The Company agreed to pay Mr. Haas a base salary of $ 135,000 five years 100% | NOTE 9 – COMMITMENTS AND CONTINGENCIES Employment agreements On July 6, 2022, the Company hired Christopher Furman as its new Chief Executive Officer. Mr. Furman will receive an annual base salary of $ 400,000 100 5,000,000 0.50 1,000,000 1,000,000 On December 1, 2021, the Company and John Evans entered into a Consulting Agreement (“Evans Consulting Agreement”). Under the terms of the Evans Consulting Agreement, Mr. Evans is to provide advisory services to the CEO and CFO of the Company. The term of the Evans Consulting Agreement is for four years 200,000 250,000 10 On December 8, 2020, the Company entered into a new employment agreement with Tiana States, Chief Manufacturing Officer (the “States Agreement”). Pursuant to the terms of the States Agreement, the Company agreed to pay Mrs. States a base salary of $ 125,000 200,000 five years 50 On December 1, 2020, the Company entered into a new employment agreement with James Musick, Chief Science Officer (the “Musick Agreement”). Pursuant to the terms of the Musick Agreement, the Company agreed to pay Dr. Musick a base salary of $ 150,000 five years 100 On December 1, 2020, the Company entered into a new employment agreement with Dr. Jack Zamora, Chief Executive Officer and President (“Zamora Agreement”) with a term of five years On October 1, 2021, the Company appointed Nathan Haas as the Chief Financial Officer and entered into an employment agreement with him. Pursuant to the terms the Nathan Haas CFO Agreement, the Company agreed to pay Mr. Haas a base salary of $ 175,000 five years 100 On August 1, 2021, the Company entered into a new employment agreement (the “Tanner Haas Agreement”) with Tanner Haas, the chief executive officer of Fitore. The Company agreed to pay Mr. Haas a base salary of $ 135,000 five years 100 VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | 12 Months Ended |
Jan. 31, 2023 | Oct. 31, 2022 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 10 – RELATED PARTY TRANSACTIONS Settlement Agreement with Dr. Zamora As part of the Settlement Agreement dated November 20, 2022 (the “Effective Date”), the parties agreed to confidentiality and non-disparagement restrictions, as well as a release of any potential claims against each other. In addition, certain provisions of Dr. Zamora’s Employment Agreement that survive termination of employment were modified to provide that Dr. Zamora shall not, for a period of one year from the Effective Date, “directly or indirectly solicit any person who has been a customer or employee of the Company during the period of one (1) year prior to the Effective Date.” The Settlement Agreement also provides for the termination of all previous supply agreements between the Company and Dr. Zamora, effective immediately, with such previous agreements to be replaced by the Supply Agreement described below. Standstill Agreement On the Effective Date, in connection with the Settlement Agreement, the Company entered into a Standstill Agreement with Dr. Zamora (the “Standstill Agreement”). Supply Agreement On the Effective Date, in connection with the Settlement Agreement, the Company entered into a Supply Agreement with Dr. Zamora (the “Supply Agreement”), pursuant to which the Company agreed to provide InfiniVive MD Exosome Serum and InfiniVive Daily Serum (the “Cosmetic Products”) to Dr. Zamora at his request. The provision of the Cosmetic Products under the Supply Agreement is subject to minimum and maximum quantity limitations. The Supply Agreement is effective for a period of five years, unless earlier terminated. The Company or Dr. Zamora may terminate the Supply Agreement immediately in prescribed circumstances, including if either party defaults with respect to its obligations under the Supply Agreement and, if the default is capable of being cured, does not cure such default within 30 days after receiving notice of such default. If the Supply Agreement is deemed terminated by Dr. Zamora for failure of the Company to supply the Cosmetic Products in accordance with its terms or by the Company without cause, the Standstill Agreement would be deemed terminated and of no further force or effect. Memorandum of Understanding On the Effective Date, in connection with the Settlement Agreement, the Company entered into a Memorandum of Understanding with Dr. Zamora (the “MOU”) in order to support clinical research for the Company’s AlloRx® stem cells (“AlloRx”). Under the MOU, the Company agreed to provide AlloRx at a specified price to international clinical research facilities or other clinics with which Dr. Zamora may become affiliated, provided that certain regulatory conditions are satisfied, including proof of satisfaction of applicable United States and local legal requirements. The MOU will be effective for a period of five years, unless earlier terminated or replaced by mutual written agreement between Dr. Zamora and the Company. The MOU may also be earlier terminated in the event any clinic or the Company materially breaches the terms and conditions of the MOU. In the event the MOU is terminated by Dr. Zamora for failure of the Company to supply AlloRx in accordance with its terms or by the Company without cause, the Standstill Agreement would be deemed terminated and of no further force or effect. VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 AND 2022 (UNAUDITED) Accounts Receivable and Revenues Dr. Zamora was also a significant customer of the Company in his capacity as a practicing physician. (See also Note 8 and Note 9 for more information regarding this individual.) As of January 31, 2023 and October 31, 2022, Dr. Zamora owed the Company $ 2,250 0 18,000 17,750 5% 2% Accounts Payable and Other Accrued Liabilities The spouse of the Company’s Chief Science Officer, through an entity she controls, leases office and lab space to the Company. As of January 31, 2023 and October 31, 2022, the Company owes this entity $ 0 0 5,645 As of January 31, 2023 and October 31, 2022, the Company owed an entity controlled by Dr. Zamora $ 0 137,953 As of January 31, 2023 and October 31, 2022, the Company owed the former CEO of Fitore $ 53,856 94,559 Convertible Notes, Debt Discount and Accrued Interest On August 1, 2021, in connection with the acquisition of Fitore (Note 4), the Company issued 2021 Series Unsecured Convertible Notes in the amount of $ 1,000,000 5% July 31, 2024 1.00 200,000 four 320,000 331,266 480,000 480,000 6,049 10,081 36,032 29,983 | NOTE 10 – RELATED PARTY TRANSACTIONS Settlement Agreement with Dr. Zamora As part of the Settlement Agreement dated November 20, 2022 (the “Effective Date”), the parties agreed to confidentiality and non-disparagement restrictions, as well as a release of any potential claims against each other. In addition, certain provisions of Dr. Zamora’s Employment Agreement that survive termination of employment were modified to provide that Dr. Zamora shall not, for a period of one year from the Effective Date, “directly or indirectly solicit any person who has been a customer or employee of the Company during the period of one (1) year prior to the Effective Date.” The Settlement Agreement also provides for the termination of all previous supply agreements between the Company and Dr. Zamora, effective immediately, with such previous agreements to be replaced by the Supply Agreement described below. Standstill Agreement On the Effective Date, in connection with the Settlement Agreement, the Company entered into a Standstill Agreement with Dr. Zamora (the “Standstill Agreement”). Supply Agreement On the Effective Date, in connection with the Settlement Agreement, the Company entered into a Supply Agreement with Dr. Zamora (the “Supply Agreement”), pursuant to which the Company agreed to provide InfiniVive MD Exosome Serum and InfiniVive Daily Serum (the “Cosmetic Products”) to Dr. Zamora at his request. The provision of the Cosmetic Products under the Supply Agreement is subject to minimum and maximum quantity limitations. The Supply Agreement is effective for a period of five years, unless earlier terminated. The Company or Dr. Zamora may terminate the Supply Agreement immediately in prescribed circumstances, including if either party defaults with respect to its obligations under the Supply Agreement and, if the default is capable of being cured, does not cure such default within 30 days after receiving notice of such default. If the Supply Agreement is deemed terminated by Dr. Zamora for failure of the Company to supply the Cosmetic Products in accordance with its terms or by the Company without cause, the Standstill Agreement would be deemed terminated and of no further force or effect. Memorandum of Understanding On the Effective Date, in connection with the Settlement Agreement, the Company entered into a Memorandum of Understanding with Dr. Zamora (the “MOU”) in order to support clinical research for the Company’s AlloRx® stem cells (“AlloRx”). Under the MOU, the Company agreed to provide AlloRx at a specified price to international clinical research facilities or other clinics with which Dr. Zamora may become affiliated, provided that certain regulatory conditions are satisfied, including proof of satisfaction of applicable United States and local legal requirements. The MOU will be effective for a period of five years, unless earlier terminated or replaced by mutual written agreement between Dr. Zamora and the Company. The MOU may also be earlier terminated in the event any clinic or the Company materially breaches the terms and conditions of the MOU. In the event the MOU is terminated by Dr. Zamora for failure of the Company to supply AlloRx in accordance with its terms or by the Company without cause, the Standstill Agreement would be deemed terminated and of no further force or effect. Accounts Receivable and Revenues Dr. Zamora was also a significant customer of the Company in his capacity as a practicing physician. (See also Note 8 and Note 9 for more information regarding this individual.) As of October 31, 2022 and 2021, Dr. Zamora owed the Company $ 0 0 30,500 362,800 1 29 Accounts Payable and Other Accrued Liabilities The spouse of the Company’s Chief Science Officer, through an entity she controls, leases office and lab space to the Company. As of October 31, 2022 and 2021, the Company owes this entity $ 0 0 5,645 As of October 31, 2022 and 2021, the Company owed an entity controlled by Dr. Zamora $ 137,953 172,147 VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 Amounts due to Dr. Zamora were relieved in November 2022 as part of the Settlement Agreement as described elsewhere herein. As of October 31, 2022 and 2021, the Company owed the former CEO of Fitore $ 94,559 0 Accrued Compensation and Advances Payable Through October 31, 2020, the Company had recorded $ 1,221,958 767,288 Convertible Notes, Debt Discount and Accrued Interest On August 1, 2021, in connection with the acquisition of Fitore (Note 4), the Company issued 2021 Series Unsecured Convertible Notes in the amount of $ 1,000,000 5 July 31, 2024 1.00 200,000 four 320,000 331,266 480,000 800,000 31,276 12,219 29,983 9,973 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Oct. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 11 – INCOME TAXES The Company accounts for income taxes in accordance with ASC 740, Income Taxes. Under the provisions of ASC 740, a deferred tax asset or liability (net of a valuation allowance) is provided in the financial statements by applying the provisions of applicable laws to measure the deferred tax consequences of temporary differences that will result in taxable or deductible amounts in future years as a result of events recognized in the financial statements in the current or ensuing years. The Company has not recorded an income tax expense. The Company has a net operating loss and has provided a valuation allowance against net deferred tax assets due to uncertainties regarding the Company’s ability to realize these assets. Significant components of the Company’s net deferred tax assets for federal and state income taxes at October 31, 2022 and 2021 consist of the following: SCHEDULE OF NET DEFERRED TAX ASSETS 2022 2021 Years Ended October 31, 2022 2021 Net operating loss carryforward $ 2,163,000 $ 1,308,000 Stock compensation 1,258,000 697,000 Basis of shares in subsidiary 445,000 345,000 Capitalized intangible costs (253,000 ) (351,000 ) Accruals and reserves 94,000 (27,000 ) Deferred tax assets 3,707,000 1,972,000 Valuation allowance (3,707,000 ) (1,972,000 ) Effective income tax asset $ – $ – VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 As of October 31, 2022 and 2021, the Company has net operating loss carry forwards of approximately $ 8,465,000 4,581,000 1,735,000 The valuation allowance is evaluated at the end of each year, considering positive and negative evidence about whether the asset will be realized. At that time, the allowance will either be increased or reduced; reduction could result in the complete elimination of the allowance if positive evidence indicates that the value of the deferred tax asset is no longer impaired, and the allowance is no longer required. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Jan. 31, 2023 | Oct. 31, 2022 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 11 SUBSEQUENT EVENTS Between March 2023 and April 2023, the Company sold additional 8 787,600 787,600 | NOTE 12 SUBSEQUENT EVENTS On January 6, 2023, the Company sold $ 405,000 of its 8 The Notes bear interest at the rate of eight per cent per year and are payable solely in shares of the Company’s common stock. The 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, (iii) in the 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 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 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 0.75 200,000,000 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 .75 0.625 five years Participation Rights 200 |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 3 Months Ended |
Jan. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | NOTE 3 – FAIR VALUE MEASUREMENT ASC Topic 820, “Fair Value Measurements and Disclosures”, establishes a hierarchy for inputs used in measuring fair value for financial assets and liabilities that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows: ● Level 1: Quoted prices available in active markets for identical assets or liabilities; ● Level 2: Quoted prices in active markets for similar assets and liabilities that are observable for the asset or liability; and ● Level 3: Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash or valuation models. VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 AND 2022 (UNAUDITED) The financial assets and liabilities are classified in the Condensed Consolidated Balance Sheets based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. As disclosed in Note 7, the 2023 Series Convertible Notes Payable - Stock Settled Derivative/Warrant Liability required identification and quantification of fair value. The estimated fair values as of January 10, 2023, the issuance date of the notes, are presented in Note 7. As of January 31, 2023, the estimated fair values of the Company’s financial liabilities are presented in the following table: SCHEDULE OF FAIR VALUE ON FINANCIAL LIABILITIES January 31, 2023 2023 Series Convertible Notes Payable - Stock Settled - Derivative/Warrant Liability $ 73,162 Total $ 73,162 The following table presents a roll-forward of the fair value of the derivative liabilities associated with the Company’s 2023 Series Convertible Notes Payable - Stock Settled - Derivative/Warrant Liability, categorized as Level 3: SCHEDULE OF FAIR VALUE DERIVATIVE LIABILITIES ON RECURRING BASIS Three Months Ended Year Ended October 31, 2022 Beginning Balance $ - $ - Additions 73,213 - Total (gains) or losses (realized/unrealized) (51 ) - Included in operations - - Ending Balance $ 73,162 $ - The fair value of the warrants granted in connection with the 2023 Series Convertible Notes Payable -Stock Settled during the periods presented was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: SCHEDULE OF FAIR VALUE DERIVATIVE LIABILITIES ON WARRANTS GRANTED January 31, 2023 October 31, 2022 Risk-free interest rate 3.63 3.72 - Dividend yield 0.00 - Volatility factor 199.89 200.29 - Weighted average expected life 2.5 - Estimated Fair Value of Financial Assets and Liabilities Not Measured at Fair Value The Company’s financial instruments consist primarily of cash, accounts receivable, accounts payable, and Convertible Notes Payable. The carrying values of cash, accounts receivable and accounts payable are representative of their fair values due to their short-term maturities. The carrying amount of the Company’s Convertible Notes Payable approximates fair value as they bear interest over the term of the loans. VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 AND 2022 (UNAUDITED) |
NATURE OF ORGANIZATION AND SU_2
NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Jan. 31, 2023 | Oct. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Basis of Presentation | Basis of Presentation The interim consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures included herein are adequate to make the information presented not misleading. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2022 as filed with the SEC (“Form 10-K”). Unless otherwise noted in this Interim Report, there have been no material changes to the disclosures contained in the notes to the audited financial statements for the year ended October 31, 2022 contained in the Form 10-K. The Consolidated Balance Sheet as of October 31, 2022 was derived from the audited financial statements included in the Form 10-K. In management’s opinion, the unaudited interim Consolidated Balance Sheet, Statements of Operations, Statements of Changes in Shareholders’ Equity, and Statements of Cash Flows, contained herein, reflect all adjustments, consisting solely of normal recurring items, which are necessary for the fair presentation of the Company’s financial position, results of operations and cash flows on a basis consistent with that of the Company’s prior audited consolidated financial statements. The results of operations for the interim periods may not be indicative of results to be expected for the full fiscal year. Certain prior period amounts were reclassified to conform to the current presentation on the Consolidated Financial Statements. | Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”). |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include the operations of the Company and its wholly owned subsidiaries, Fitore, Inc. (“Fitore”) and InfiniVive MD, LLC (“InfiniVive”), both acquired effective August 1, 2021 (Note 4). | Basis of Consolidation The consolidated financial statements include the operations of the Company and its wholly owned subsidiaries, Fitore, Inc. (“Fitore”) and InfiniVive MD, LLC (“InfiniVive”), both acquired effective August 1, 2021 (Note 4). |
Cash Equivalents | Cash Equivalents For the purposes of the Statements of Cash Flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. | |
Restricted Cash | Restricted Cash Included in the Consolidated Balance Sheets as of October 31, 2022 and October 31, 2021, is restricted cash of $ 0 750,000 | |
Concentrations | Concentrations During the three months ended January 31, 2023 and 2022, 5% 2% 30% 43% 23% 14% 10% 25,000 7% | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage limits. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 Concentrations During the years ended October 31, 2022 and 2021, 1% 28% 17% 15% 14% 16% 13% 10 600,000 18% 51,822 |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 AND 2022 (UNAUDITED) | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition As of January 1, 2018, the Company adopted Revenue from Contracts with Customers (Topic 606) (“ASC 606”). The new guidance sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in GAAP. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. To determine the appropriate amount of revenue to be recognized for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following steps: (i) identify the contract(s) with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) each performance obligation is satisfied. The Company adopted the standard using the modified retrospective method and the adoption did not have a material impact on the Company’s consolidated financial statements. For each performance obligation identified in accordance with ASC 606, the Company determines at contract inception whether it satisfies the performance obligation over time (in accordance with paragraphs 606-10-25-27 through 25-29) or satisfies the performance obligation at a point in time (in accordance with paragraph 606-10-25-30). If an entity does not satisfy a performance obligation over time, the performance obligation is satisfied at a point in time. Control is considered transferred over time if any one of the following criteria is met: ● The customer simultaneously receives and consumes the benefits of the asset or service which the entity performs; ● The entity’s performance creates or enhances an asset; or ● The entity’s performance creates or enhances an asset that has no alternative use to the entity and the entity has the right to payment for work completed to date. For certain contracts to which the Company is party, it uses the recognition over time method to recognize revenue. The Company recognizes revenue when performance obligations with the customer are satisfied. Product sales occur once control is transferred upon delivery to the customer at the time of the sale. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods and services. The Company’s revenue is primarily derived from the sources listed below: Sale of research and development product Sales of research and development product include the sale of stem cell medium Sale of therapeutic product: Includes cell culture media to be used in therapeutic treatment. Shipping: Includes amounts charged to customers for shipping products. Consulting Revenue: The Company has agreed to assist another party to develop an FDA-approved biological product. Revenues are recognized when certain contractual milestones are achieved. Fitore product sales online: Includes internet sales, via the Fitore Nutrition website, of dietary supplements called Stemulife, Spectrum+, Easy Sleep and Thought Calmer. VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 AND 2022 (UNAUDITED) InfiniVive product sales: InfiniVive, via call-in orders, sells exosomes and daily cosmetic serum Disaggregation of revenue The following table summarizes the Company’s revenue for the reporting periods, disaggregated by product or service type: SCHEDULE OF DISAGGREGATION OF REVENUE Three Months Ended Three Months Ended Revenues: Research and development products $ 75,643 $ 298,069 AlloRx Stem Cells to Foreign Third-Party Clinics 148,283 155,591 Consulting revenue 25,000 500,000 InfiniVive products 75,050 135,075 Fitore products 20,615 67,621 Total $ 344,591 $ 1,156,356 Revenues $ 344,591 $ 1,156,356 | Revenue Recognition As of January 1, 2018, the Company adopted Revenue from Contracts with Customers (Topic 606) (“ASC 606”). The new guidance sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in GAAP. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. To determine the appropriate amount of revenue to be recognized for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following steps: (i) identify the contract(s) with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) each performance obligation is satisfied. The Company adopted the standard using the modified retrospective method and the adoption did not have a material impact on the Company’s consolidated financial statements. For each performance obligation identified in accordance with ASC 606, the Company determines at contract inception whether it satisfies the performance obligation over time (in accordance with paragraphs 606-10-25-27 through 25-29) or satisfies the performance obligation at a point in time (in accordance with paragraph 606-10-25-30). If an entity does not satisfy a performance obligation over time, the performance obligation is satisfied at a point in time. Control is considered transferred over time if any one of the following criteria is met: ● The customer simultaneously receives and consumes the benefits of the asset or service which the entity performs; ● The entity’s performance creates or enhances an asset; or ● The entity’s performance creates or enhances an asset that has no alternative use to the entity and the entity has the right to payment for work completed to date. VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 For certain contracts to which the Company is party, it uses the recognition over time method to recognize revenue. The Company recognizes revenue when performance obligations with the customer are satisfied. Product sales occur once control is transferred upon delivery to the customer at the time of the sale. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods and services. The Company’s revenue is primarily derived from the sources listed below: Sale of research and development product Sales of research and development product include the sale of stem cell medium Sale of therapeutic product: Includes cell culture media to be used in therapeutic treatment. Shipping: Includes amounts charged to customers for shipping products. Consulting Revenue: The Company has agreed to assist another party to develop an FDA-approved biological product. Revenues are recognized when certain contractual milestones are achieved. Fitore product sales online: Includes internet sales, via the Fitore Nutrition website, of dietary supplements called Stemulife, Spectrum+, Easy Sleep and Thought Calmer. InfiniVive product sales: InfiniVive, via its website and call-in orders, sells exosomes and daily cosmetic serum Disaggregation of revenue The following table summarizes the Company’s revenue for the reporting periods, disaggregated by product or service type: SCHEDULE OF DISAGGREGATION OF REVENUE Year Ended October 31, 2022 Year Ended October 31, 2021 Revenues: Research and development products $ 1,072,312 $ 857,648 AlloRx Stem Cells to Foreign Third-Party Clinics 1,174,456 180,856 Consulting revenue 600,000 51,822 InfiniVive products 236,788 139,070 Fitore products 209,737 81,550 Total $ 3,293,293 $ 1,310,946 Revenues $ 3,293,293 $ 1,310,946 |
Deferred Revenue | Deferred Revenue The Company has recorded deferred revenue in connection with a Joint Operating Agreement (as subsequently amended, the “JOA”) executed between the Company and European Wellness/BIO PEP USA (“BIO PEP”). Under the terms of this JOA, the Company is obligated to use its best efforts to identify, develop and deliver various potential active pharmaceutical ingredients and to oversee the development of a recombinant cell line by a third-party service provider. The Company was also engaged to establish a Quality Management System to be utilized by BIO PEP in their pursuit of FDA authorizations. See “Joint Operating Agreement” below for additional information. The Company records as deferred revenue amounts for which the Company has been paid but for which it has not yet achieved and delivered related milestones or when the level of effort required to complete performance obligations under an arrangement cannot be reasonably estimated under the terms of the related agreement. Deferred revenue is classified as current or long-term based on when management estimates the revenue will be recognized. As of January 31, 2023, the Company has deferred $ 650,000 345,796 The table below summarizes Deferred Revenues as of January 31, 2023: SUMMARY OF DEFERRED REVENUES October 31, 2022 Revenue Recognized Revenue Deferred January 31, 2023 Deferred Revenue $ 650,000 $ - $ - $ 650,000 Total $ 650,000 $ - $ - $ 650,000 During the three months ended January 31, 2023 and 2022, the Company recognized $ 0 500,000 46,750 53,906 | Deferred Revenue VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 The Company records as deferred revenue amounts for which the Company has been paid but for which it has not yet achieved and delivered related milestones or when the level of effort required to complete performance obligations under an arrangement can be reasonably estimated under the terms of the JOA. Deferred revenue is classified as current or long-term based on when management estimates the revenue will be recognized. As of October 31, 2022, the Company has deferred $ 650,000 217,747 The table below summarizes Deferred Revenues as of October 31, 2022: SUMMARY OF DEFERRED REVENUES October 31, 2021 Revenue Recognized Revenue Deferred October 31, 2022 Deferred Revenue $ 500,000 $ (500,000 ) $ 650,000 $ 650,000 Total $ 500,000 $ (500,000 ) $ 650,000 $ 650,000 During the year ended October 31, 2022, the Company recognized $ 500,000 100,000 218,017 |
Accounts Receivable | Accounts Receivable Accounts receivable consists of amounts due from customers. The Company considers accounts more than 30 days old to be past due. The Company uses the allowance method for recognizing bad debts. When an account is deemed uncollectible, it is written off against the allowance. The Company generally does not require collateral for its accounts receivable. As of January 31, 2023 and October 31, 2022, total accounts receivable, including related party accounts receivable of $ 2,250 64,628 73,537 0 2,500 VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 AND 2022 (UNAUDITED) As of January 31, 2023, four customers accounted for 18% 14% 13% 10% 28% 10% 10% | Accounts Receivable Accounts receivable consists of amounts due from customers. The Company considers accounts more than 30 days old to be past due. The Company uses the allowance method for recognizing bad debts. When an account is deemed uncollectible, it is written off against the allowance. The Company generally does not require collateral for its accounts receivable. At October 31, 2022 and 2021, total accounts receivable amounted to $ 73,537 127,482 2,500 7,000 As of October 31, 2022, two customers accounted for 28% 10% 43% 23% 10% |
Deferred Offering Costs | Deferred Offering Costs The Company defers, as other current assets, the direct incremental costs of raising capital through equity offerings, until such time as the offering is completed or abandoned. At the time of the offering completion, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated. | |
Property and Equipment | Property and Equipment Property, equipment, and leasehold improvements are recorded at historical cost. The cost of property and equipment is depreciated over the estimated useful lives, when placed in service (ranging from 3 5 VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 | |
Intangible Assets and Impairment | Intangible Assets and Impairment Intangible assets that are subject to amortization are reviewed for potential impairment whenever events or circumstances indicate that carrying amounts may not be recoverable. Assets not subject to amortization are tested for impairment at least annually. The Company periodically reviews its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less that the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. | |
Goodwill | Goodwill Goodwill is the excess of acquisition cost over the fair value of the net assets of acquired businesses. The Company does not amortize goodwill but assesses goodwill for impairment at least annually or when there has been a material change in circumstances, using the market approach. | |
Leases | Leases In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02-Leases (Topic 842), which significantly amends the way companies are required to account for leases. Under the updated leasing guidance, some leases that did not have to be reported previously are now required to be presented as an asset and liability on the balance sheet. In addition, for certain leases, what was previously classified as an operating expense must now be allocated between amortization expense and interest expense. The Company elected to adopt this update early as of November 1, 2018, using the modified retrospective transition method and prior periods have not been restated. Upon implementation, the Company recognized an initial operating lease right-of-use asset of $ 80,171 80,171 411,287 411,287 55,616 61,796 | |
Basic Loss Per Share | Basic Loss Per Share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share takes into consideration shares of common stock outstanding (computed under basic income or loss per share) and potentially dilutive shares of common stock that are not anti-dilutive. For the three months ended January 31, 2023 and 2022, the following number of potentially dilutive shares have been excluded from diluted net loss since such inclusion would be anti-dilutive: SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED EARNINGS PER SHARE January 31, 2023 January 31, 2022 Stock options outstanding 29,226,000 28,230,000 Shares to be issued in connection with convertible preferred shares - 13,605,900 Shares to be issued in connection with exercise of warrants 12,905,856 13,605,856 Shares to be issued upon conversion of convertible notes payable and accrued interest - 3,007,808 2021 Series Convertible Notes Payable - Related Party – common shares 480,000 800,000 2022 Series Convertible Notes Payable - common shares 200,000 - 2023 Series Convertible Notes Payable - Stock Settlement 318,898 - 2023 Series Convertible Notes Payable - Stock Settled - warrants issuable 79,983 - Total 43,210,737 59,249,564 Anti-dilutive shares 43,210,737 59,249,564 | Basic Loss Per Share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share takes into consideration shares of common stock outstanding (computed under basic income or loss per share) and potentially dilutive shares of common stock that are not anti-dilutive. For the years October 31, 2022 and 2021, the following number of potentially dilutive shares have been excluded from diluted net loss since such inclusion would be anti-dilutive: SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED EARNINGS PER SHARE October 31, 2022 October 31, 2021 Stock options outstanding 29,226,000 28,230,000 Shares to be issued in connection with convertible preferred shares - 13,605,900 Shares to be issued in connection with exercise of warrants 13,605,856 13,605,856 Shares to be issued upon conversion of convertible notes payable and accrued interest - 3,007,808 2021 Series Convertible Notes Payable – Related Party 480,000 - 2022 Series Convertible Notes Payable 200,000 - Total 43,511,856 58,449,564 Anti-dilutive shares 43,511,856 58,449,564 VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 |
Joint Operating Agreement | Joint Operating Agreement On August 6, 2021, the Company entered into a JOA with European Wellness and BioPep, its research and development subsidiary, under which the Company agreed to provide research and development services on identified targets. The Company was unable to identify a key target product to submit for FDA IND authorization using European Wellness’s existing mito-organelle peptides as the starting biological material as contemplated by the JOA. As a result, on April 28, 2022, the Company entered into an amendment to the JOA (“Amendment”). Under the JOA, the Company is obligated to use its best efforts to identify a key investigational product candidate that can be submitted by European Wellness for FDA IND authorization. The JOA also requires the Company to use its best efforts to develop an FDA-validated immunoassay and potency assay of any target product. It is contemplated that any pre-clinical studies will be carried out by a third-party service provider, with the Company’s support and oversight. In addition, the Company agreed to manage the production of any target research products and to quantify biological activity for preclinical and clinical testing to support an FDA IND filing, all of which will be carried out by third-party service providers identified by the Company at third-party manufacturing facilities. With the ultimate goal of supporting BioPep in becoming a cGMP manufacturer in the US, the Company is also obligated to help develop a biomanufacturing infrastructure to support BLA-compliant operations and to develop a certified Quality Management System for BioPep to support FDA approval of target products. For any INDs to be submitted to the FDA covering products developed under the JOA, the Company is obligated to provide the “Chemistry, Manufacturing, and Controls” section in support of the application. The JOA further contemplates the potential identification and development of a veterinary product by a third-party using rabbit-sourced umbilical-cord derived MSCs. It is contemplated that development of this veterinary product will begin once the key investigational product is completed. The Company and European Wellness are obligated to use their best efforts to negotiate the terms of this arrangement at such time. If any products developed pursuant to the European Wellness Agreement are ultimately approved for commercialization, the JOA contemplates that such products will be commercialized and distributed by European Wellness and/or BioPep. However, the JOA also contemplates that certain post-development rights and obligations of the parties, such as potential licensing rights and shared ownership over intellectual property developed pursuant to the agreement, will be negotiated at a later date. The JOA further contemplates that the parties may enter into negotiations to potentially engage the Company as a CMO to carry out product manufacturing on behalf of European Wellness and BioPep. By its terms, the JOA will terminate on July 31, 2023. Either the Company or European Wellness may terminate the JOA sooner without cause at any time by providing 30-days prior written notice. In addition, the Company or European Wellness may terminate the European Wellness Agreement immediately under certain circumstances, including without limitation, if either party defaults with respect to its obligations under the agreement and does not cure such default within 30 days after receiving notice of such default. Upon signing the JOA in August 2021, European Wellness paid the Company an initial fee of $ 500,000 250,000 25,000 5.8 500,000 VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 Future milestones may include estimated payments up to an additional $ 1,800,000 1,200,000 600,000 1,000,000 1,000,000 The Company provides BioPep with the expertise in scientific, quality, manufacturing methods, design developments and regulatory matters to ensure full compliance with the U.S. regulations for drug development, manufacturing, and potential future commercialization of BioPep product(s). Expenses incurred in connection with completed milestones for which the Company has recognized revenue are included as a component of selling general and administrative expense in the statement of operations. Expenses incurred in connection with milestones which have yet to be completed are recorded as deferred project costs on the balance sheet. | |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “ Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement’s recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. On December 22, 2017, the U.S. Tax Cuts and Jobs Act of 2017 (“Tax Reform”) was signed into law. As a result of Tax Reform, the top U.S. statutory corporate tax rate was lowered from 35% 21% | |
Impairment and Disposal of Long-Lived Assets | Impairment and Disposal of Long-Lived Assets The Company evaluates its long-lived assets for impairment when events or changes in circumstances indicate, in management’s judgment, that the carrying value of such assets may not be recoverable. If such assets are considered impaired, the impairment to be recognized is determined as the amount by which the carrying value exceeds the fair value of the assets. The Company periodically reviews the carrying amount of its long-lived assets for possible impairment. The Company recorded no asset impairment charges during the years ended October 31, 2022, and 2021. | |
Inventory | Inventory Inventories, consisting of raw materials and finished goods, are stated at the lower of cost (using the specific identification method) or market. Inventories consisted of the following at the balance sheet dates: SCHEDULE OF INVENTORIES January 31, 2023 October 31, 2022 Raw materials $ 76,513 $ 112,023 Finished goods 187,093 168,115 Total inventory $ 263,606 $ 280,138 VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 AND 2022 (UNAUDITED) The Company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. During the three months ended January 31, 2023 and 2022, the Company did not record any impairment expense. | Inventory Inventories, consisting of raw materials and finished goods, are stated at the lower of cost (using the specific identification method) or market. Inventories consisted of the following at the balance sheet dates: SCHEDULE OF INVENTORIES October 31, 2022 October 31, 2021 Raw materials $ 112,023 $ - Finished goods 168,115 118,005 Total inventory $ 280,138 $ 118,005 VITRO BIOPHARMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 The Company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. During the years ended October 31, 2022 and 2021, the Company recorded impairment expense of $ 0 73,300 |
Related Party Transactions | Related Party Transactions The Company follows ASC 850, “ Related Party Disclosures | |
Research and Development | Research and Development These costs are expensed as incurred and are primarily comprised of costs for: salaries, overhead and occupancy, contract services and other outside costs, quality assurance and analytical testing. As the Company’s operations include manufacturing and R&D, it reports cost of goods sold, including estimates of labor, materials, and overhead allocations, to the production of specific products manufactured for sale. | |
Stock Based Compensation | Stock Based Compensation The Company accounts for expenses associated with shares issued for services using the fair value method following the guidance outlined in Section 718-10 of the FASB ASC for disclosure about stock-based compensation. This section requires a public entity to measure the cost of employee and non-employee services received in exchange for an award of equity instruments based on the grant date fair value of the award (with limited exceptions). That cost is recognized over the period during which the service is provided. No compensation cost is recognized for equity instruments for which service is not provided or rendered. | |
Recent Accounting Standards | Recent Accounting Standards The Company periodically reviews new accounting standards that are issued and has not identified any new standards that it believes merit further discussion or would have a significant impact on its financial statements. | Recent Accounting Standards The Company periodically reviews new accounting standards that are issued and has not identified any new standards that it believes merit further discussion or would have a significant impact on its financial statements. |
NATURE OF ORGANIZATION AND SU_3
NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 12 Months Ended |
Jan. 31, 2023 | Oct. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
SCHEDULE OF DISAGGREGATION OF REVENUE | The following table summarizes the Company’s revenue for the reporting periods, disaggregated by product or service type: SCHEDULE OF DISAGGREGATION OF REVENUE Three Months Ended Three Months Ended Revenues: Research and development products $ 75,643 $ 298,069 AlloRx Stem Cells to Foreign Third-Party Clinics 148,283 155,591 Consulting revenue 25,000 500,000 InfiniVive products 75,050 135,075 Fitore products 20,615 67,621 Total $ 344,591 $ 1,156,356 Revenues $ 344,591 $ 1,156,356 | The following table summarizes the Company’s revenue for the reporting periods, disaggregated by product or service type: SCHEDULE OF DISAGGREGATION OF REVENUE Year Ended October 31, 2022 Year Ended October 31, 2021 Revenues: Research and development products $ 1,072,312 $ 857,648 AlloRx Stem Cells to Foreign Third-Party Clinics 1,174,456 180,856 Consulting revenue 600,000 51,822 InfiniVive products 236,788 139,070 Fitore products 209,737 81,550 Total $ 3,293,293 $ 1,310,946 Revenues $ 3,293,293 $ 1,310,946 |
SUMMARY OF DEFERRED REVENUES | The table below summarizes Deferred Revenues as of January 31, 2023: SUMMARY OF DEFERRED REVENUES October 31, 2022 Revenue Recognized Revenue Deferred January 31, 2023 Deferred Revenue $ 650,000 $ - $ - $ 650,000 Total $ 650,000 $ - $ - $ 650,000 | The table below summarizes Deferred Revenues as of October 31, 2022: SUMMARY OF DEFERRED REVENUES October 31, 2021 Revenue Recognized Revenue Deferred October 31, 2022 Deferred Revenue $ 500,000 $ (500,000 ) $ 650,000 $ 650,000 Total $ 500,000 $ (500,000 ) $ 650,000 $ 650,000 |
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED EARNINGS PER SHARE | SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED EARNINGS PER SHARE January 31, 2023 January 31, 2022 Stock options outstanding 29,226,000 28,230,000 Shares to be issued in connection with convertible preferred shares - 13,605,900 Shares to be issued in connection with exercise of warrants 12,905,856 13,605,856 Shares to be issued upon conversion of convertible notes payable and accrued interest - 3,007,808 2021 Series Convertible Notes Payable - Related Party – common shares 480,000 800,000 2022 Series Convertible Notes Payable - common shares 200,000 - 2023 Series Convertible Notes Payable - Stock Settlement 318,898 - 2023 Series Convertible Notes Payable - Stock Settled - warrants issuable 79,983 - Total 43,210,737 59,249,564 Anti-dilutive shares 43,210,737 59,249,564 | SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED EARNINGS PER SHARE October 31, 2022 October 31, 2021 Stock options outstanding 29,226,000 28,230,000 Shares to be issued in connection with convertible preferred shares - 13,605,900 Shares to be issued in connection with exercise of warrants 13,605,856 13,605,856 Shares to be issued upon conversion of convertible notes payable and accrued interest - 3,007,808 2021 Series Convertible Notes Payable – Related Party 480,000 - 2022 Series Convertible Notes Payable 200,000 - Total 43,511,856 58,449,564 Anti-dilutive shares 43,511,856 58,449,564 |
SCHEDULE OF INVENTORIES | Inventories, consisting of raw materials and finished goods, are stated at the lower of cost (using the specific identification method) or market. Inventories consisted of the following at the balance sheet dates: SCHEDULE OF INVENTORIES January 31, 2023 October 31, 2022 Raw materials $ 76,513 $ 112,023 Finished goods 187,093 168,115 Total inventory $ 263,606 $ 280,138 | Inventories, consisting of raw materials and finished goods, are stated at the lower of cost (using the specific identification method) or market. Inventories consisted of the following at the balance sheet dates: SCHEDULE OF INVENTORIES October 31, 2022 October 31, 2021 Raw materials $ 112,023 $ - Finished goods 168,115 118,005 Total inventory $ 280,138 $ 118,005 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended | 12 Months Ended |
Jan. 31, 2023 | Oct. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
SCHEDULE OF PROPERTY AND EQUIPMENT | The following is a summary of property and equipment, less accumulated depreciation at the balance sheet dates: SCHEDULE OF PROPERTY AND EQUIPMENT January 31, 2023 October 31, 2022 Leasehold improvements $ 12,840 $ 12,840 Property and equipment 925,427 925,427 Total cost 938,267 938,267 Less accumulated depreciation (624,691 ) (586,327 ) Net property and equipment $ 313,576 $ 351,940 | The following is a summary of property and equipment, less accumulated depreciation at the balance sheet dates: SCHEDULE OF PROPERTY AND EQUIPMENT October 31, 2022 October 31, 2021 Leasehold improvements $ 12,840 $ 12,840 Property and equipment 925,427 524,870 Total cost 938,267 537,710 Less accumulated depreciation (586,327 ) (422,528 ) Net property and equipment $ 351,940 $ 115,182 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Oct. 31, 2022 | |
Business Acquisition [Line Items] | |
SCHEDULE OF BUSINESS ACQUISITION PRO-FORMA RESULTS | SCHEDULE OF BUSINESS ACQUISITION PRO-FORMA RESULTS October 31, 2021 (Unaudited) Revenue $ 1,802,164 Net loss (4,689,006 ) Net loss per common share $ (0.09 ) |
Fitore Inc [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED | SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED August 1, 2021 Allocation of purchase price Consideration given: 2021 Series Convertible Notes $ 1,000,000 Common stock 742,999 Preferred stock and warrants 300,000 Total consideration $ 2,042,999 Allocation of purchase price Cash $ 291,783 Inventory 99,496 Goodwill 1,351,458 Trademarks and trade names 217,440 Know-how and unpatented technology 112,020 Customer relationships 59,019 Accrued expenses (29,221 ) Revolving line of credit (58,996 ) Fair value of net assets acquired $ 2,042,999 |
InfiniVive MD, LLC. [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED | SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED August 1, 2021 Allocation of purchase price Consideration given: Common stock $ 4,272,245 Total consideration $ 4,272,245 Allocation of purchase price Cash $ 78,234 Accounts receivable 5,536 Goodwill 3,171,582 Trademarks and tradenames 475,890 Patents and unpatented technology 598,040 Customer relationships 55,517 Accrued payables (17,982 ) Accrued payables – related party (94,572 ) Fair value of net assets acquired $ 4,272,245 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended | 12 Months Ended |
Jan. 31, 2023 | Oct. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL | The following table sets forth the carrying amounts of intangible assets and goodwill including accumulated amortization as of January 31, 2023: SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL Remaining Cost Accumulated Amortization Net Carrying Value Trademarks and tradenames 13.75 $ 693,330 $ (57,777 ) $ 635,553 Patents, know-how and unpatented technology 13.75 710,060 (59,170 ) 650,890 Customer relationships 1.50 114,536 (56,512 ) 58,024 Total 1,517,926 (173,459 ) 1,344,467 Remaining Useful Life Cost Impairment Net Carrying Value Goodwill Indefinite $ 4,523,040 $ (914,091 ) $ 3,608,949 | The following table sets forth the carrying amounts of intangible assets and goodwill including accumulated amortization as of October 31, 2022: SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL Remaining Useful Life Cost Accumulated Amortization Net Carrying Value Trademarks and tradenames 14 $ 693,330 $ (46,222 ) $ 647,108 Patents, know-how and unpatented technology 14 710,060 (47,337 ) 662,723 Customer relationships 1.75 114,536 (46,966 ) 67,570 Total 1,517,926 (140,525 ) 1,377,401 Remaining Useful Life Cost Impairment Net Carrying Value Goodwill Indefinite $ 4,523,040 $ (914,091 ) $ 3,608,949 |
LEASE OBLIGATIONS (Tables)
LEASE OBLIGATIONS (Tables) | 3 Months Ended | 12 Months Ended |
Jan. 31, 2023 | Oct. 31, 2022 | |
Lease Obligations | ||
SCHEDULE OF BALANCE SHEET RELATED TO LEASES | The following table shows the classification and location of the Company’s leases in the Consolidated Balance Sheets: SCHEDULE OF BALANCE SHEET RELATED TO LEASES Leases Balance Sheet Location January 31, 2023 October 31, 2022 Assets Noncurrent: Operating Right-of-use asset – operating lease $ 264,368 $ 277,381 Finance Property and equipment, net 64,067 74,324 Total Lease Assets $ 328,435 $ 351,705 Liabilities Current: Operating Operating lease liabilities $ 48,754 $ 50,055 Finance Finance lease liabilities 64,208 62,979 Noncurrent: Operating Operating lease liabilities 215,614 227,326 Finance Finance lease liabilities 62,435 78,955 Total Lease Liabilities $ 391,011 $ 419,315 | The following table shows the classification and location of the Company’s leases in the Consolidated Balance Sheets: SCHEDULE OF BALANCE SHEET RELATED TO LEASES Leases Balance Sheet Location October 31, 2022 October 31, 2021 Assets Noncurrent: Operating Right-of-use asset – operating lease $ 277,381 $ 332,997 Finance Property and equipment, net 74,324 41,040 Total Lease Assets $ 351,705 $ 374,037 Liabilities Current: Operating Operating lease liabilities $ 50,055 $ 58,625 Finance Finance lease liabilities 62,979 52,362 Noncurrent: Operating Operating lease liabilities 227,326 274,372 Finance Finance lease liabilities 78,955 74,826 Total Lease Liabilities $ 419,315 $ 460,185 |
SCHEDULE OF OPERATIONS RELATED TO LEASES | The following table shows the classification and location and the Company’s lease costs in the Consolidated Statements of Operations: SCHEDULE OF OPERATIONS RELATED TO LEASES Statements of Operations Three Months Ended January 31, Location 2023 2022 Operating lease expense General and administrative expense $ 51,258 $ 19,351 Finance lease expense: Interest on lease liability Interest expense 2,900 2,491 Total Lease expense $ 54,158 $ 21,842 | The following table shows the classification and location and the Company’s lease costs in the Consolidated Statements of Operations: SCHEDULE OF OPERATIONS RELATED TO LEASES Location 2022 2021 Statements of Operations Years Ended October 31, Location 2022 2021 Operating lease expense General and administrative expense $ 145,710 $ 83,593 Finance lease expense: Interest on lease liability Interest expense 13,530 11,646 Total Lease expense $ 159,240 $ 95,239 |
SCHEDULE OF MINIMUM CONTRACTUAL OBLIGATIONS OF LEASES | Minimum contractual obligations for the Company’s leases (undiscounted) as of January 31, 2023 were as follows: SCHEDULE OF MINIMUM CONTRACTUAL OBLIGATIONS OF LEASES Operating Finance Fiscal year 2023 $ 50,801 $ 53,676 Fiscal year 2024 67,734 65,387 Fiscal year 2025 67,734 12,803 Fiscal year 2026 67,734 5,150 Fiscal year 2027 67,734 - Thereafter 180,619 - Total Lease Payments $ 502,356 $ 137,016 Less Imputed interest (237,989 ) (10,373 ) Total lease liability $ 264,367 $ 126,643 | Minimum contractual obligations for the Company’s leases (undiscounted) as of October 31, 2022 were as follows: SCHEDULE OF MINIMUM CONTRACTUAL OBLIGATIONS OF LEASES Operating Finance Fiscal year 2023 $ 67,734 $ 71,568 Fiscal year 2024 67,734 65,387 Fiscal year 2025 67,734 12,803 Fiscal year 2026 67,734 5,150 Fiscal year 2027 67,734 - Thereafter 180,619 - Total Lease Payments $ 519,289 $ 154,908 Less Imputed interest (241,908 ) (12,974 ) Total lease liability $ 277,381 $ 141,934 |
SCHEDULE OF OTHER INFORMATION RELATED TO LEASES | The following table shows the weighted average remaining lease term and the weighted average discount rate for the Company’s leases as of the dates indicated: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES January 31, 2023 January 31, 2022 Operating Leases Finance Leases Operating Leases Finance Leases Weighted-average remaining lease term (in years) 7.3 2.0 8.3 2.7 Weighted-average discount rate (1) 10.00 % 7.61 % 10.00 % 8.11 % (1) The discount rate used for the operating lease is based on the Company’s incremental borrowing rate at lease commencement and may be adjusted if modification to lease terms or lease reassessments occur. The discount rate used for finance leases is based on the rates implicit in the leases. | The following table shows the weighted average remaining lease term and the weighted average discount rate for the Company’s leases as of the dates indicated: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES October 31, 2022 October 31, 2021 Operating Leases Finance Leases Operating Leases Finance Leases Weighted-average remaining lease term (in years) 7.6 2.3 8.6 2.9 Weighted-average discount rate (1) 10.00 % 7.61 % 10.00 % 8.11 % (1) The discount rate used for operating leases is based on the Company’s incremental borrowing rate at lease commencement and may be adjusted if modification to lease terms or lease reassessments occur. The discount rate used for finance leases is based on the rates implicit in the leases. |
SCHEDULE OF CASHFLOW INFORMATION RELATED TO LEASES | The following table includes other quantitative information for the Company’s leases for the periods indicated: SCHEDULE OF CASHFLOW INFORMATION RELATED TO LEASES Three Months Ended January 31, 2023 2022 Cash paid for amounts included in measurement of lease liabilities Cash payments for operating leases $ 51,258 $ 19,351 Cash payments for finance leases 15,291 10,992 | The following table includes other quantitative information for the Company’s leases for the years indicated: SCHEDULE OF CASHFLOW INFORMATION RELATED TO LEASES 2022 2021 Years Ended October 31, 2022 2021 Cash paid for amounts included in measurement of lease liabilities Cash payments for operating leases $ 145,710 $ 83,593 Cash payments for finance leases 75,698 48,656 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended | 12 Months Ended |
Jan. 31, 2023 | Oct. 31, 2022 | |
Debt Disclosure [Abstract] | ||
SCHEDULE OF OUTSTANDING DEBT INSTRUMENTS | The table below presents outstanding debt instruments as of January 31, 2023 and October 31, 2022: SCHEDULE OF OUTSTANDING DEBT INSTRUMENTS January 31, 2023 October 31, 2022 Long Term Unsecured 6% note payable – related party $ 767,288 $ 767,288 Unsecured 4% note payable – related party 1,221,958 1,221,958 2021 Series convertible notes – related party 480,000 480,000 2022 Series convertible notes 200,000 200,000 2023 Series convertible notes – stock settled 405,000 - Discount 2023 Series convertible notes (72,555 ) - Total Long-Term Debt $ 3,001,691 $ 2,669,246 | The table below presents outstanding debt instruments as of October 31, 2022 and 2021: SCHEDULE OF OUTSTANDING DEBT INSTRUMENTS October 31, 2022 October 31, 2021 Short Term Revolving line of credit $ - $ 58,596 Total Short-Term Debt $ - $ 58,596 Long Term Unsecured 6% note payable – related party $ 767,288 $ 767,288 Unsecured 4% note payable – related party 1,221,958 1,221,958 2021 Series convertible notes – related party 480,000 800,000 2022 Series convertible notes 200,000 - Senior secured convertible note - 3,000,000 Discount 2023 Series convertible notes - Total Long-Term Debt $ 2,669,246 $ 5,789,246 |
SCHEDULE OF FUTURE MATURITIES OUTSTANDING DEBT OBLIGATIONS | The table below presents the future maturities of outstanding debt obligations as of January 31, 2023: SCHEDULE OF FUTURE MATURITIES OUTSTANDING DEBT OBLIGATIONS Fiscal year 2023 $ - Fiscal year 2024 480,000 Fiscal year 2025 - Fiscal year 2026 1,989,246 Fiscal year 2027 200,000 Fiscal year 2028 405,000 Total $ 3,074,246 | The table below presents the future maturities of outstanding debt obligations as of October 31, 2022: SCHEDULE OF FUTURE MATURITIES OUTSTANDING DEBT OBLIGATIONS Fiscal year 2023 - Fiscal year 2023 $ - Fiscal year 2024 480,000 Fiscal year 2025 - Fiscal year 2026 1,989,246 Fiscal year 2027 200,000 Total $ 2,669,246 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 3 Months Ended | 12 Months Ended |
Jan. 31, 2023 | Oct. 31, 2022 | |
Equity [Abstract] | ||
SCHEDULE OF CUMULATIVE DIVIDENDS | Cumulative dividends earned as of January 31, 2023 and 2022 are set forth in the table below: SCHEDULE OF CUMULATIVE DIVIDENDS Stockholders at Accumulated Balance at October 31, 2021 35 $ 173,496 Issued - 43,300 Balance at January 31, 2022 35 $ 216,796 Balance at October 31, 2022 - $ - Issued - - Balance at January 31, 2023 - $ - | Cumulative dividends earned as of October 31, 2022 and 2021 are set forth in the table below: SCHEDULE OF CUMULATIVE DIVIDENDS Stockholders at Accumulated Balance at October 31, 2020 11 $ 48,516 Issued 24 124,980 Balance at October 31, 2021 35 173,496 Issued - 126,542 Converted (35 ) (300,038 ) Balance at October 31, 2022 - $ - |
SCHEDULE OF BLACK SCHOLES OPTION PRICING MODEL ASSUMPTIONS | The fair value of the options granted during the periods presented was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: SCHEDULE OF BLACK SCHOLES OPTION PRICING MODEL ASSUMPTIONS October 31, 2022 October 31, 2021 Risk-free interest rate 1.67 2.99 0.62 1.26 % Dividend yield 0.00 0.00 Volatility factor 195 198 % 198.47 227.05 % Weighted average expected life 10 8.16 | |
SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTION | The table below presents option activity for the three months ended January 31, 2023 and 2022: SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTION Number of Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life (in years) Aggregate intrinsic value Balance at October 31, 2021 28,230,000 $ 0.31 7.56 $ - Options exercised - - - - Options granted - - - Options expired - - - - Options forfeited - - - - Balance at January 31, 2022 28,230,000 $ 0.31 7.37 $ 1,395,000 Balance at October 31, 2022 29,226,000 0.32 7.64 19,873,680 Options exercised - - - - Options granted - - - - Options expired - - - - Options forfeited - - - - Balance at January 31, 2023 29,226,000 $ 0.32 7.39 $ 19,873,680 | The table below presents option activity for the years ended October 31, 2022 and 2021: SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTION Number of Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life (in years) Aggregate intrinsic value Balance at October 31, 2020 12,970,000 $ 0.10 6.85 $ - Options exercised - - - - Options granted 15,260,000 0.49 7.97 - Options expired - - - - Options forfeited - - - - Balance at October 31, 2021 28,230,000 0.31 7.56 - Options exercised - - - - Options granted 5,350,000 0.50 9.91 2,675,000 Options expired - - - - Options forfeited (4,354,000 ) (0.48 ) ( 8.90 ) (2,247,140 ) Balance at October 31, 2022 29,226,000 $ 0.32 7.64 $ 19,873,680 |
SCHEDULE OF COMMON STOCK UNDERLYING OUTSTANDING WARRANTS | A summary of the Company’s common stock underlying the outstanding warrants as of January 31, 2023 and January 31, 2022 is as follows: SCHEDULE OF COMMON STOCK UNDERLYING OUTSTANDING WARRANTS Underlying Number of Average Weighted Average Life Outstanding – October 31, 2021 13,605,856 $ 0.75 3.48 Warrants A – Granted during the period - - Warrants B – Granted during the period Warrants A – Expired during the period - - Outstanding – January 31, 2022 13,605,856 $ 0.75 3.23 Outstanding at October 31, 2022 13,605,856 0.75 2.48 Warrants A – Granted during the period - - - Warrants B – Granted during the period - - - Warrants A – Expired during the period (700,000 ) 0.50 - Warrants B – Expired during the period - - - Outstanding – January 31, 2023 12,905,856 $ 0.75 2.17 | A summary of the Company’s common stock underlying the outstanding warrants as of October 31, 2022 is as follows: SCHEDULE OF COMMON STOCK UNDERLYING OUTSTANDING WARRANTS Underlying Number of Average Weighted Average Life Outstanding – October 31, 2020 4,100,000 $ 0.75 3.15 Warrants A – Granted during the period 4,752,928 0.50 2.43 Warrants B – Granted during the period 4,752,928 1.00 4.53 Outstanding – October 31, 2021 13,605,856 0.75 3.48 Warrants A – Granted during the period - - - Warrants B – Granted during the period - - - Outstanding – October 31, 2022 13,605,856 $ 0.75 2.48 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Oct. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF NET DEFERRED TAX ASSETS | Significant components of the Company’s net deferred tax assets for federal and state income taxes at October 31, 2022 and 2021 consist of the following: SCHEDULE OF NET DEFERRED TAX ASSETS 2022 2021 Years Ended October 31, 2022 2021 Net operating loss carryforward $ 2,163,000 $ 1,308,000 Stock compensation 1,258,000 697,000 Basis of shares in subsidiary 445,000 345,000 Capitalized intangible costs (253,000 ) (351,000 ) Accruals and reserves 94,000 (27,000 ) Deferred tax assets 3,707,000 1,972,000 Valuation allowance (3,707,000 ) (1,972,000 ) Effective income tax asset $ – $ – |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 3 Months Ended |
Jan. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF FAIR VALUE ON FINANCIAL LIABILITIES | As of January 31, 2023, the estimated fair values of the Company’s financial liabilities are presented in the following table: SCHEDULE OF FAIR VALUE ON FINANCIAL LIABILITIES January 31, 2023 2023 Series Convertible Notes Payable - Stock Settled - Derivative/Warrant Liability $ 73,162 Total $ 73,162 |
SCHEDULE OF FAIR VALUE DERIVATIVE LIABILITIES ON RECURRING BASIS | The following table presents a roll-forward of the fair value of the derivative liabilities associated with the Company’s 2023 Series Convertible Notes Payable - Stock Settled - Derivative/Warrant Liability, categorized as Level 3: SCHEDULE OF FAIR VALUE DERIVATIVE LIABILITIES ON RECURRING BASIS Three Months Ended Year Ended October 31, 2022 Beginning Balance $ - $ - Additions 73,213 - Total (gains) or losses (realized/unrealized) (51 ) - Included in operations - - Ending Balance $ 73,162 $ - |
SCHEDULE OF FAIR VALUE DERIVATIVE LIABILITIES ON WARRANTS GRANTED | The fair value of the warrants granted in connection with the 2023 Series Convertible Notes Payable -Stock Settled during the periods presented was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: SCHEDULE OF FAIR VALUE DERIVATIVE LIABILITIES ON WARRANTS GRANTED January 31, 2023 October 31, 2022 Risk-free interest rate 3.63 3.72 - Dividend yield 0.00 - Volatility factor 199.89 200.29 - Weighted average expected life 2.5 - |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Oct. 31, 2022 | Oct. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 344,591 | $ 1,156,356 | $ 3,293,293 | $ 1,310,946 |
Research and Development Products [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 75,643 | 298,069 | 1,072,312 | 857,648 |
Allo Rx Stem Cells to Foreign Third Party Clinics [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 148,283 | 155,591 | 1,174,456 | 180,856 |
Consulting Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 25,000 | 500,000 | 600,000 | 51,822 |
Infini Vive Products [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 75,050 | 135,075 | 236,788 | 139,070 |
Fitore Products [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 20,615 | $ 67,621 | $ 209,737 | $ 81,550 |
SUMMARY OF DEFERRED REVENUES (D
SUMMARY OF DEFERRED REVENUES (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | Oct. 31, 2022 | |
Regulatory Liability [Line Items] | |||
Deferred Revenue Beginning | $ 650,000 | $ 500,000 | $ 500,000 |
Revenue Recognized | (500,000) | (500,000) | |
Revenue Deferred | 650,000 | ||
Deferred Revenue Ending | 650,000 | 650,000 | |
Deferred Revenue [Member] | |||
Regulatory Liability [Line Items] | |||
Deferred Revenue Beginning | 650,000 | $ 500,000 | 500,000 |
Revenue Recognized | (500,000) | ||
Revenue Deferred | 650,000 | ||
Deferred Revenue Ending | $ 650,000 | $ 650,000 |
SCHEDULE OF ANTI-DILUTIVE SECUR
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED EARNINGS PER SHARE (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Oct. 31, 2022 | Oct. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 43,210,737 | 59,249,564 | 43,511,856 | 58,449,564 |
Share-Based Payment Arrangement, Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 29,226,000 | 28,230,000 | 29,226,000 | 28,230,000 |
Share Issued in Connection with Convertible Preferred Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 13,605,900 | 13,605,900 | ||
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 12,905,856 | 13,605,856 | 13,605,856 | 13,605,856 |
Convertible Debt Securities [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 3,007,808 | 3,007,808 | ||
2021 Series Convertible Notes Payable - Related Party [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 480,000 | |||
2022 Series Convertible Notes Payable [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 200,000 | |||
Convertible Notes Payable Related Party Common Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 480,000 | 800,000 | ||
Convertible Notes Payable Common Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 200,000 | |||
Convertible Notes Payable Stock Settlement [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 318,898 | |||
Convertible Notes Payable Stock Settled Warrants Issuable [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 79,983 |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) | Jan. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Raw materials | $ 76,513 | $ 112,023 | |
Finished goods | 187,093 | 168,115 | 118,005 |
Total inventory | $ 263,606 | $ 280,138 | $ 118,005 |
NATURE OF ORGANIZATION AND SU_4
NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2017 | May 31, 2022 | Jan. 31, 2023 | Jan. 31, 2022 | Oct. 31, 2022 | Oct. 31, 2021 | Jul. 31, 2020 | Nov. 01, 2018 | |
Product Information [Line Items] | ||||||||
Restricted cash | $ 750,000 | |||||||
Consulting revenue | $ 344,591 | $ 1,156,356 | 3,293,293 | 1,310,946 | ||||
Deferred revenue | 650,000 | 650,000 | 500,000 | |||||
Prepaid project cost | 345,796 | 217,747 | ||||||
Revenue recognized | 500,000 | 500,000 | ||||||
Additional deferred revenue | 100,000 | |||||||
Accounts receivables | 64,628 | 73,537 | 127,482 | |||||
Allowance for doubtful accounts receivable | 0 | 2,500 | 7,000 | |||||
Initial operating lease right-of-use asset | 264,368 | 277,381 | 332,997 | $ 411,287 | $ 80,171 | |||
Operating lease liability | 264,367 | 277,381 | $ 411,287 | $ 80,171 | ||||
Amortization of the operating lease | 13,013 | 14,458 | 55,616 | 61,796 | ||||
Goal of commercial scale | 6,833 | 2,570 | $ 155,630 | 118,479 | ||||
Effective income tax rate | 35% | 21% | ||||||
Inventory impairment expense | $ 0 | 73,300 | ||||||
Accounts receivables, related parties | 2,250 | |||||||
Active Pharmaceutical Ingredient [Member] | ||||||||
Product Information [Line Items] | ||||||||
Goal of commercial scale | 1,800,000 | |||||||
FDA Validated Immunoassay [Member] | ||||||||
Product Information [Line Items] | ||||||||
Goal of commercial scale | 1,200,000 | |||||||
Downstream Manufacturing Method [Member] | ||||||||
Product Information [Line Items] | ||||||||
Goal of commercial scale | 600,000 | |||||||
Scaling Manicuring System [Member] | ||||||||
Product Information [Line Items] | ||||||||
Goal of commercial scale | 1,000,000 | |||||||
Potential Future IND Filings [Member] | ||||||||
Product Information [Line Items] | ||||||||
Goal of commercial scale | 1,000,000 | |||||||
Joint Operating Agreement [Member] | ||||||||
Product Information [Line Items] | ||||||||
Revenue recognized | $ 250,000 | 500,000 | ||||||
Goal of commercial scale | 25,000 | |||||||
Payments to agreement | 5,800,000 | |||||||
Profit amount | $ 500,000 | |||||||
Maximum [Member] | ||||||||
Product Information [Line Items] | ||||||||
Property, plant and equipment useful life | 3 years | |||||||
Minimum [Member] | ||||||||
Product Information [Line Items] | ||||||||
Property, plant and equipment useful life | 5 years | |||||||
Selling, General and Administrative Expenses [Member] | Joint Operating Agreement [Member] | ||||||||
Product Information [Line Items] | ||||||||
Deferred expenses | 46,750 | 53,906 | $ 218,017 | |||||
Consulting Revenue [Member] | ||||||||
Product Information [Line Items] | ||||||||
Consulting revenue | $ 25,000 | $ 500,000 | 600,000 | $ 51,822 | ||||
Total revenue percentage | 18% | |||||||
Total revenue percentage | 7% | |||||||
Single Clinet [Member] | Consulting Revenue [Member] | ||||||||
Product Information [Line Items] | ||||||||
Consulting revenue | $ 600,000 | |||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk percentage | 23% | 16% | ||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk percentage | 14% | 13% | ||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | No Customer [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk percentage | 10% | 10% | ||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk percentage | 43% | |||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk percentage | 5% | 2% | 1% | 28% | ||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Dr Jack Zamora [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk percentage | 30% | |||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Dr Jack Zamora [Member] | Customer One [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk percentage | 17% | |||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Dr Jack Zamora [Member] | Customer Two [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk percentage | 15% | |||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Dr Jack Zamora [Member] | Customer Three [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk percentage | 14% | |||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | No Customer [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk percentage | 10% | 10% | ||||||
Accounts Receivables [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk percentage | 18% | 28% | 28% | 43% | ||||
Accounts Receivables [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk percentage | 14% | 10% | 10% | 23% | ||||
Accounts Receivables [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk percentage | 13% | |||||||
Accounts Receivables [Member] | Customer Concentration Risk [Member] | No Customer [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk percentage | 10% | 10% | 10% | 10% | ||||
Accounts Receivables [Member] | Customer Concentration Risk [Member] | Customer Four [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk percentage | 10% |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Oct. 31, 2022 | Oct. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net losses | $ 1,190,125 | $ 361,732 | $ 6,860,049 | $ 4,521,663 |
Working capital deficit | $ 38,000 | $ 400,000 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Jan. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2021 |
Property, Plant and Equipment [Abstract] | |||
Leasehold improvements | $ 12,840 | $ 12,840 | $ 12,840 |
Property and equipment | 925,427 | 925,427 | 524,870 |
Total cost | 938,267 | 938,267 | 537,710 |
Less accumulated depreciation | (624,691) | (586,327) | (422,528) |
Net property and equipment | $ 313,576 | $ 351,940 | $ 115,182 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Oct. 31, 2022 | Oct. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 38,363 | $ 22,969 | $ 163,799 | $ 88,516 |
SCHEDULE OF FAIR VALUE OF ASSET
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED (Details) - USD ($) | Aug. 01, 2021 | Jan. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 3,608,949 | $ 3,608,949 | $ 4,523,040 | |
Fitore Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Total consideration | $ 2,042,999 | |||
Cash | 291,783 | |||
Inventory | 99,496 | |||
Goodwill | 1,351,458 | |||
Trademarks and tradenames | 217,440 | |||
Know-how/Patents and unpatented technology | 112,020 | |||
Customer relationships | 59,019 | |||
Accrued expenses | (29,221) | |||
Revolving line of credit | (58,996) | |||
Fair value of net assets acquired | 2,042,999 | |||
Fitore Inc [Member] | 2021 Series Convertible Notes [Member] | ||||
Business Acquisition [Line Items] | ||||
Total consideration | 1,000,000 | |||
Fitore Inc [Member] | Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Preferred stock and warrants | 742,999 | |||
Fitore Inc [Member] | Preferred Stock and Warrant [Member] | ||||
Business Acquisition [Line Items] | ||||
Preferred stock and warrants | 300,000 | |||
InfiniVive MD, LLC. [Member] | ||||
Business Acquisition [Line Items] | ||||
Total consideration | 4,272,245 | |||
Cash | 78,234 | |||
Goodwill | 3,171,582 | |||
Trademarks and tradenames | 475,890 | |||
Know-how/Patents and unpatented technology | 598,040 | |||
Customer relationships | 55,517 | |||
Fair value of net assets acquired | 4,272,245 | |||
Accounts receivable | 5,536 | |||
Accrued payables | (17,982) | |||
Accrued payables - related party | (94,572) | |||
InfiniVive MD, LLC. [Member] | Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Total consideration | $ 4,272,245 |
SCHEDULE OF BUSINESS ACQUISITIO
SCHEDULE OF BUSINESS ACQUISITION PRO-FORMA RESULTS (Details) | 12 Months Ended |
Oct. 31, 2021 USD ($) $ / shares | |
Business Combination and Asset Acquisition [Abstract] | |
Revenue | $ 1,802,164 |
Net loss | $ (4,689,006) |
Net loss per common share | $ / shares | $ (0.09) |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) - USD ($) | 12 Months Ended | ||||
Apr. 15, 2022 | Aug. 01, 2021 | Oct. 31, 2021 | Jan. 31, 2023 | Oct. 31, 2022 | |
Business Acquisition [Line Items] | |||||
Stock issued during period, value | $ 20,000 | $ 1,790,000 | |||
Stock issued during period, shares | 20,704 | 27,000,000 | |||
Shares issued, price per share | $ 0.75 | ||||
Goodwill | $ 4,523,040 | $ 3,608,949 | $ 3,608,949 | ||
Fitore Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, percentage | 100% | ||||
Stock issued during period, value | $ 1,000,000 | ||||
Stock issued during period, shares | 4,000,000 | ||||
Shares issued, price per share | $ 0.19 | ||||
Business combination, consideration transferred | $ 2,042,999 | ||||
Transaction costs | 24,800 | ||||
Goodwill | $ 1,351,458 | ||||
Fitore Inc [Member] | Series A Preferred Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Convertible preferred units | 6 | ||||
Preferred stock, convertible, shares issuable | 2,000 | ||||
Fitore Inc [Member] | Series A Warrant [Member] | |||||
Business Acquisition [Line Items] | |||||
Convertible warrants value | 1,000 | ||||
Fitore Inc [Member] | Series B Warrant [Member] | |||||
Business Acquisition [Line Items] | |||||
Convertible warrants value | 1,000 | ||||
InfiniVive MD, LLC. [Member] | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, percentage | 100% | ||||
Stock issued during period, value | $ 4,272,245 | ||||
Stock issued during period, shares | 23,000,000 | ||||
Shares issued, price per share | $ 0.19 | ||||
Business combination, consideration transferred | $ 4,272,245 | ||||
Transaction costs | 16,200 | ||||
Goodwill | $ 3,171,582 |
SCHEDULE OF INTANGIBLE ASSETS A
SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jan. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Cost | $ 1,517,926 | $ 1,517,926 | |
Accumulated Amortization | (173,459) | (140,525) | |
Net Carrying Value | 1,344,467 | 1,377,401 | |
Net Carrying Value | $ 3,608,949 | $ 3,608,949 | $ 4,523,040 |
Goodwill [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Remaining Useful Life | Indefinite | Indefinite | |
Cost | $ 4,523,040 | $ 4,523,040 | |
Impairment | (914,091) | (914,091) | |
Net Carrying Value | $ 3,608,949 | $ 3,608,949 | |
Trademarks and Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Remaining Useful Life | 13 years 9 months | 14 years | |
Cost | $ 693,330 | $ 693,330 | |
Accumulated Amortization | (57,777) | (46,222) | |
Net Carrying Value | $ 635,553 | $ 647,108 | |
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Remaining Useful Life | 13 years 9 months | 14 years | |
Cost | $ 710,060 | $ 710,060 | |
Accumulated Amortization | (59,170) | (47,337) | |
Net Carrying Value | $ 650,890 | $ 662,723 | |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Remaining Useful Life | 1 year 6 months | 1 year 9 months | |
Cost | $ 114,536 | $ 114,536 | |
Accumulated Amortization | (56,512) | (46,966) | |
Net Carrying Value | $ 58,024 | $ 67,570 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Oct. 31, 2022 | Oct. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 32,934 | $ 9,544 | $ 131,735 | $ 8,790 |
Goodwill impairment expense | $ 914,091 |
SCHEDULE OF BALANCE SHEET RELAT
SCHEDULE OF BALANCE SHEET RELATED TO LEASES (Details) - USD ($) | Jan. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2021 | Jul. 31, 2020 | Nov. 01, 2018 |
Lease Obligations | |||||
Operating | $ 264,368 | $ 277,381 | $ 332,997 | $ 411,287 | $ 80,171 |
Finance | 64,067 | 74,324 | 41,040 | ||
Total Lease Assets | 328,435 | 351,705 | 374,037 | ||
Operating | 48,754 | 50,055 | 58,625 | ||
Finance | 64,208 | 62,979 | 52,362 | ||
Operating | 215,614 | 227,326 | 274,372 | ||
Finance | 62,435 | 78,955 | 74,826 | ||
Total Lease Liabilities | $ 391,011 | $ 419,315 | $ 460,185 |
SCHEDULE OF OPERATIONS RELATED
SCHEDULE OF OPERATIONS RELATED TO LEASES (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Oct. 31, 2022 | Oct. 31, 2021 | |
Lease Obligations | ||||
Operating lease expense | $ 51,258 | $ 19,351 | $ 145,710 | $ 83,593 |
Interest on lease liability | 2,900 | 2,491 | 13,530 | 11,646 |
Total Lease expense | $ 54,158 | $ 21,842 | $ 159,240 | $ 95,239 |
SCHEDULE OF MINIMUM CONTRACTUAL
SCHEDULE OF MINIMUM CONTRACTUAL OBLIGATIONS OF LEASES (Details) - USD ($) | Jan. 31, 2023 | Oct. 31, 2022 | Jul. 31, 2020 | Nov. 01, 2018 |
Lease Obligations | ||||
Operating lease 2023 | $ 50,801 | $ 67,734 | ||
Finance lease 2023 | 53,676 | 71,568 | ||
Operating lease, 2024 | 67,734 | 67,734 | ||
Finance lease 2024 | 65,387 | 65,387 | ||
Operating lease, 2025 | 67,734 | 67,734 | ||
Finance lease, 2025 | 12,803 | 12,803 | ||
Operating lease, 2026 | 67,734 | 67,734 | ||
Finance lease, 2026 | 5,150 | 5,150 | ||
Operating lease, 2027 | 67,734 | 67,734 | ||
Finance lease, 2027 | ||||
Operating lease, thereafter | 180,619 | 180,619 | ||
Finance lease, thereafter | ||||
Operating lease, total lease payments | 502,356 | 519,289 | ||
Finance lease, total lease payments | 137,016 | 154,908 | ||
Operating lease, less imputed interest | (237,989) | (241,908) | ||
Finance lease, less imputed interest | (10,373) | (12,974) | ||
Operating lease, total lease liability | 264,367 | 277,381 | $ 411,287 | $ 80,171 |
Finance lease, total lease liability | $ 126,643 | $ 141,934 |
SCHEDULE OF OTHER INFORMATION R
SCHEDULE OF OTHER INFORMATION RELATED TO LEASES (Details) | Jan. 31, 2023 | Oct. 31, 2022 | Jan. 31, 2022 | Oct. 31, 2021 | ||||
Lease Obligations | ||||||||
Weighted-average remaining lease term, operating lease | 7 years 3 months 18 days | 7 years 7 months 6 days | 8 years 3 months 18 days | 8 years 7 months 6 days | ||||
Weighted-average remaining lease term, finance leases | 2 years | 2 years 3 months 18 days | 2 years 8 months 12 days | 2 years 10 months 24 days | ||||
Weighted-average discount rate, operating lease | 10% | [1] | 10% | [2] | 10% | [1] | 10% | [2] |
Weighted-average discount rate, finance leases | 7.61% | [1] | 7.61% | [2] | 8.11% | [1] | 8.11% | [2] |
[1]The discount rate used for the operating lease is based on the Company’s incremental borrowing rate at lease commencement and may be adjusted if modification to lease terms or lease reassessments occur. The discount rate used for finance leases is based on the rates implicit in the leases.[2]The discount rate used for operating leases is based on the Company’s incremental borrowing rate at lease commencement and may be adjusted if modification to lease terms or lease reassessments occur. The discount rate used for finance leases is based on the rates implicit in the leases. |
SCHEDULE OF CASHFLOW INFORMATIO
SCHEDULE OF CASHFLOW INFORMATION RELATED TO LEASES (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Oct. 31, 2022 | Oct. 31, 2021 | |
Lease Obligations | ||||
Cash payments for operating leases | $ 51,258 | $ 19,351 | $ 145,710 | $ 83,593 |
Cash payments for finance leases | $ 15,291 | $ 10,992 | $ 75,698 | $ 48,656 |
LEASE OBLIGATIONS (Details Narr
LEASE OBLIGATIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Oct. 31, 2022 | Oct. 31, 2021 | |
Lease Obligations | ||||
Lessee operating lease renewal term | 5 years | 5 years | ||
Operating lease right-of-use asset | $ 13,013 | $ 14,458 | $ 55,616 | $ 61,796 |
SCHEDULE OF OUTSTANDING DEBT IN
SCHEDULE OF OUTSTANDING DEBT INSTRUMENTS (Details) - USD ($) | Jan. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2021 |
Line of Credit Facility [Line Items] | |||
Total Short-Term Debt | $ 58,596 | ||
Unsecured 6% note payable – related party | $ 767,288 | 767,288 | 767,288 |
Unsecured 4% note payable – related party | 1,221,958 | 1,221,958 | 1,221,958 |
2021 Series convertible notes – related party | 480,000 | 480,000 | 800,000 |
2022 Series convertible notes | 200,000 | 200,000 | |
2023 Series convertible notes – stock settled | 405,000 | 3,000,000 | |
Discount 2023 Series convertible notes | 72,555 | ||
Total Long-Term Debt | 3,001,691 | 2,669,246 | 5,789,246 |
Long Term | |||
Discount 2023 Series convertible notes | $ (72,555) | ||
Revolving Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Total Short-Term Debt | $ 58,596 |
SCHEDULE OF FUTURE MATURITIES O
SCHEDULE OF FUTURE MATURITIES OUTSTANDING DEBT OBLIGATIONS (Details) - USD ($) | Jan. 31, 2023 | Oct. 31, 2022 |
Debt Disclosure [Abstract] | ||
Outstanding debt obligations, remainder of fiscal year | ||
Fiscal year one | 480,000 | |
Fiscal year two | 480,000 | |
Fiscal year three | 1,989,246 | |
Fiscal year four | 200,000 | 1,989,246 |
Fiscal year five | 405,000 | 200,000 |
Total | $ 3,074,246 | $ 2,669,246 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Jan. 06, 2023 | Apr. 15, 2022 | Feb. 22, 2022 | Oct. 31, 2021 | Oct. 22, 2021 | Oct. 12, 2021 | Aug. 01, 2021 | Jul. 31, 2022 | Jun. 30, 2022 | Jan. 31, 2023 | Jan. 31, 2022 | Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2020 | |
Line of Credit Facility [Line Items] | ||||||||||||||
Revolving line of credit | $ 58,596 | $ 58,596 | ||||||||||||
Interest expense | $ 39,693 | $ 74,733 | 198,450 | 404,915 | ||||||||||
Line of credit borrowing capacity | 58,596 | 0 | 58,596 | |||||||||||
Number of shares issuued | 20,704 | 27,000,000 | ||||||||||||
Conversion price | $ 0.25 | |||||||||||||
Convertible notes payable | 800,000 | $ 480,000 | 480,000 | 800,000 | ||||||||||
Accrued and unpaid amount | 767,288 | 767,288 | 767,288 | 767,288 | ||||||||||
Restricted cash | 750,000 | 750,000 | ||||||||||||
Convertible long term notes payable | 200,000 | 200,000 | ||||||||||||
Proceeds from issuance of convertible notes | 3,000,000 | |||||||||||||
Accrued | $ 2,006 | 0 | ||||||||||||
Shares issued, price per share | $ 0.75 | |||||||||||||
Debt face amount | $ 200,000,000 | |||||||||||||
Conversion price trigger | $ 0.75 | |||||||||||||
Exercise price | $ 0.625 | |||||||||||||
Warrant term | 5 years | |||||||||||||
Debt percent | 200% | |||||||||||||
Inception of the stock settled debt | $ 135,000 | |||||||||||||
Fair value of warrant | 73,213 | |||||||||||||
Beneficial conversion feature | 135,000 | |||||||||||||
Warrant liability | 73,213 | |||||||||||||
Debt discount | $ 208,213 | |||||||||||||
Effective interest rate | 13% | |||||||||||||
Accretion expense | $ 658 | 193,932 | ||||||||||||
Fair value of the warrant liability | 51 | |||||||||||||
Interest expense | 2,006 | 0 | ||||||||||||
Escrow Agreement [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Restricted cash | $ 750,000 | 750,000 | ||||||||||||
Purchase Agreement [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Proceeds from issuance of convertible notes | 5,000,000 | |||||||||||||
Chief Executive Officer [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Number of shares issuued | 310,561 | |||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Debt conversion amount | $ 200,000 | |||||||||||||
Debt conversion, shares | 4 | |||||||||||||
Series A Preferred Stock [Member] | Chief Executive Officer [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Number of shares issuued | 3,459 | |||||||||||||
Fitore Inc [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Unsecured convertible notes | $ 1,000,000 | |||||||||||||
Debt interest percentage | 5% | |||||||||||||
Conversion price per share | $ 1 | |||||||||||||
Interest expense | 6,049 | 10,081 | 31,276 | 12,219 | ||||||||||
Unsecured 6% Note Payable Related Party Debt [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Interest expense | 11,604 | 11,604 | $ 46,038 | 46,038 | ||||||||||
Unsecured debt | $ 767,288 | |||||||||||||
Bears simple interest percentage | 6% | |||||||||||||
Accrued interest | $ 46,038 | 103,680 | $ 92,076 | 46,038 | ||||||||||
Unsecured 4% Note Payable Related Party Debt [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Interest expense | 12,320 | 12,321 | $ 48,878 | 48,878 | ||||||||||
Unsecured debt | $ 1,221,958 | |||||||||||||
Bears simple interest percentage | 4% | |||||||||||||
Accrued interest | 48,878 | 110,076 | $ 97,756 | 48,878 | ||||||||||
2021 Series Convertible Note Related Party Debt [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Interest expense | 6,049 | 10,081 | 31,276 | 12,219 | ||||||||||
Accrued interest | $ 704 | 9,973 | 29,983 | 9,973 | ||||||||||
Debt interest percentage | 5% | |||||||||||||
Conversion price per share | $ 1 | |||||||||||||
Debt conversion amount | $ 20,000 | |||||||||||||
Number of shares issuued | 20,704 | |||||||||||||
Conversion price | $ 1 | |||||||||||||
Convertible notes payable | 800,000 | 480,000 | 480,000 | 800,000 | ||||||||||
Accrued interest | 36,032 | 29,983 | ||||||||||||
2021 Series Convertible Note Related Party Debt [Member] | Chief Executive Officer [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Accrued interest | $ 10,562 | |||||||||||||
Debt conversion amount | $ 300,000 | |||||||||||||
Number of shares issuued | 310,561 | |||||||||||||
Conversion price | $ 1 | |||||||||||||
2021 Series Convertible Note Related Party Debt [Member] | Series A Preferred Stock [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Debt conversion amount | $ 200,000 | |||||||||||||
Shares issued upon conversion | 8,000 | |||||||||||||
2021 Series Convertible Note Related Party Debt [Member] | Fitore Inc [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Unsecured convertible notes | $ 1,000,000 | |||||||||||||
Senior Secured Convertible Note Payable [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Interest expense | 0 | 37,808 | 46,849 | 7,808 | ||||||||||
Accrued interest | $ 17,158 | 7,808 | 0 | 7,808 | ||||||||||
Unsecured convertible notes | $ 3,000,000 | |||||||||||||
Debt interest percentage | 5% | |||||||||||||
Conversion price | $ 1 | $ 1 | ||||||||||||
Accrued and unpaid amount | $ 10,000,000 | |||||||||||||
Debt conversion, shares | 3,712,500 | |||||||||||||
Loss on debt conversion | $ 695,342 | |||||||||||||
Convertible long term notes payable | 3,000,000 | 0 | 0 | 3,000,000 | ||||||||||
Accrued | 0 | 0 | ||||||||||||
2022 Series Convertible Notes [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Interest expense | 1,261 | $ 0 | 3,205 | 0 | ||||||||||
Accrued interest | $ 0 | $ 4,466 | 3,205 | 0 | ||||||||||
Debt interest percentage | 5% | 5% | ||||||||||||
Convertible notes payable | $ 5,000,000 | $ 5,000,000 | ||||||||||||
Proceeds from issuance of convertible notes | $ 200,000 | $ 200,000 | ||||||||||||
2023 Series Convertible Notes Stock Settled [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Proceeds from issuance of convertible notes | $ 405,000 | |||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 8% | |||||||||||||
Revolving Credit Facility [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Revolving line of credit | 60,000 | |||||||||||||
Interest expense | $ 1,649 | $ 376 |
SCHEDULE OF CUMULATIVE DIVIDEND
SCHEDULE OF CUMULATIVE DIVIDENDS (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Oct. 31, 2022 | Oct. 31, 2021 | |
Equity [Abstract] | ||||
Stockholders at period beginning | $ 35 | $ 35 | $ 11 | |
Accumulated dividends beginning | 173,496 | 173,496 | 48,516 | |
Stockholders at period issued | 24 | |||
Accumulated dividends issued | 43,300 | 126,542 | 124,980 | |
Stockholders at period converted | (35) | |||
Accumulated dividends converted | (300,038) | |||
Stockholders at period ending | 35 | 35 | ||
Accumulated dividends ending | $ 216,796 | $ 173,496 |
SCHEDULE OF BLACK SCHOLES OPTIO
SCHEDULE OF BLACK SCHOLES OPTION PRICING MODEL ASSUMPTIONS (Details) | 12 Months Ended | |
Oct. 31, 2022 | Oct. 31, 2021 | |
Equity [Abstract] | ||
Risk-free interest rate, minimum | 1.67% | 0.62% |
Risk-free interest rate, maximum | 2.99% | 1.26% |
Dividend yield | 0% | 0% |
Volatility factor, minimum | 195% | 198.47% |
Volatility factor, maximum | 198% | 227.05% |
Weighted average expected life | 10 years | 8 years 1 month 28 days |
SCHEDULE OF SHARE BASED COMPENS
SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTION (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jan. 31, 2023 | Jan. 31, 2022 | Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2020 | |
Equity [Abstract] | |||||
Number of Shares, Beginning | 29,226,000 | 28,230,000 | 28,230,000 | 12,970,000 | |
Weighted Average Exercise Price per Share, Beginning | $ 0.32 | $ 0.31 | $ 0.31 | $ 0.10 | |
Weighted average remaining contractual life, ending | 7 years 4 months 20 days | 7 years 4 months 13 days | 7 years 7 months 20 days | 7 years 6 months 21 days | 6 years 10 months 6 days |
Aggregate intrinsic value, beginning | $ 19,873,680 | ||||
Number of Shares, exercised | |||||
Weighted Average Exercise Price per Share, Exercised | |||||
Number of Shares, granted | 5,350,000 | 15,260,000 | |||
Weighted Average Exercise Price per Share, granted | $ 0.50 | $ 0.49 | |||
Weighted average remaining contractual life, granted | 9 years 10 months 28 days | 7 years 11 months 19 days | |||
Number of Shares, expired | |||||
Weighted Average Exercise Price per Share, Expired | |||||
Number of Shares, forfeited | (4,354,000) | ||||
Weighted Average Exercise Price per Share, Forfeited | $ (0.48) | ||||
Aggregate intrinsic value, granted | $ 2,675,000 | ||||
Weighted average remaining contractual life, forfeited | 8 years 10 months 24 days | ||||
Aggregate intrinsic value, forfeited | $ (2,247,140) | ||||
Number of Shares, Ending | 29,226,000 | 28,230,000 | 29,226,000 | 28,230,000 | 12,970,000 |
Weighted Average Exercise Price per Share, Ending | $ 0.32 | $ 0.31 | $ 0.32 | $ 0.31 | $ 0.10 |
Aggregate intrinsic value, ending | $ 19,873,680 | $ 1,395,000 | $ 19,873,680 | ||
Weighted average remaining contractual life, beginning | 7 years 6 months 21 days | 7 years 7 months 20 days | |||
Number of Shares, forfeited | 4,354,000 | ||||
Weighted Average Exercise Price per Share, Forfeited | $ 0.48 |
SCHEDULE OF COMMON STOCK UNDERL
SCHEDULE OF COMMON STOCK UNDERLYING OUTSTANDING WARRANTS (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |||
Jan. 31, 2023 | Jan. 31, 2022 | Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2020 | |
Class of Warrant or Right [Line Items] | |||||
Underlying number of shares beginning | 13,605,856 | 13,605,856 | 13,605,856 | 4,100,000 | |
Average exercise price beginning | $ 0.75 | $ 0.75 | $ 0.75 | $ 0.75 | |
Weighted average life ending | 2 years 2 months 1 day | 3 years 2 months 23 days | 2 years 5 months 23 days | 3 years 5 months 23 days | 3 years 1 month 24 days |
Weighted average life warrant A | |||||
Weighted average life warrant B | |||||
Underlying number of shares ending | 12,905,856 | 13,605,856 | 13,605,856 | 13,605,856 | 4,100,000 |
Average exercise price ending | $ 0.75 | $ 0.75 | $ 0.75 | $ 0.75 | $ 0.75 |
Warrants A [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Underlying number of shares granted | 4,752,928 | ||||
Average exercise price, granted | $ 0.50 | ||||
Weighted average life warrant B | 2 years 5 months 4 days | ||||
Underlying number of shares expirations | (700,000) | ||||
Average exercise price, expired | $ 0.50 | ||||
Warrants B [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Underlying number of shares granted | 4,752,928 | ||||
Average exercise price, granted | $ 1 | ||||
Weighted average life warrant B | 4 years 6 months 10 days | ||||
Underlying number of shares expirations | |||||
Average exercise price, expired |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Jul. 06, 2022 $ / shares shares | Apr. 15, 2022 USD ($) $ / shares shares | Mar. 31, 2022 shares | Mar. 01, 2022 $ / shares shares | Feb. 22, 2022 USD ($) $ / shares shares | Oct. 31, 2021 USD ($) $ / shares shares | Oct. 22, 2021 USD ($) shares | Oct. 10, 2021 USD ($) $ / shares shares | Oct. 01, 2021 $ / shares shares | Sep. 01, 2021 USD ($) shares | Aug. 01, 2021 $ / shares shares | Feb. 01, 2021 $ / shares shares | Dec. 01, 2020 $ / shares shares | Nov. 30, 2020 $ / shares shares | Jan. 31, 2023 USD ($) $ / shares shares | Jan. 31, 2022 USD ($) | Oct. 31, 2022 USD ($) $ / shares shares | Oct. 31, 2021 USD ($) $ / shares shares | |
Class of Stock [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Dividend per share | $ / shares | $ 0.25 | |||||||||||||||||
Warrants term | 5 years | |||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.625 | |||||||||||||||||
Share price | $ / shares | $ 1 | $ 0.19 | ||||||||||||||||
Issuance of common shares, value | $ | $ 20,000 | $ 1,790,000 | ||||||||||||||||
Sale of preferred stock, shares | 20,704 | 27,000,000 | ||||||||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | ||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Common stock, shares issued | 96,310,387 | 115,160,180 | 115,160,180 | 96,310,387 | ||||||||||||||
Common stock, shares outstanding | 96,310,387 | 115,160,180 | 115,160,180 | 96,310,387 | ||||||||||||||
Accrued interest | $ | $ 704 | |||||||||||||||||
Stock based compensation expense | $ | $ 122,562 | $ 242,505 | $ 2,197,597 | $ 2,040,617 | ||||||||||||||
Share based compensation options, exercisable | 12,330,000 | 19,101,327 | 12,330,000 | |||||||||||||||
Unrecognized compensation expense | $ | $ 3,548,662 | $ 5,086,039 | $ 3,548,662 | |||||||||||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stock based compensation expense | $ | $ 122,562 | $ 242,505 | ||||||||||||||||
Share based compensation options, exercisable | 19,977,993 | 19,101,327 | ||||||||||||||||
Unrecognized compensation expense | $ | $ 4,693,311 | $ 5,086,039 | ||||||||||||||||
Release and Settlement Agreement [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Issuance of common shares, value | $ | $ 14,250 | |||||||||||||||||
Sale of preferred stock, shares | 75,000 | |||||||||||||||||
Two Employment Agreements [Member] | Stock Purchase Options [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stock purchase options issued | 2,000,000 | |||||||||||||||||
Exercisable per share | $ / shares | $ 0.50 | |||||||||||||||||
Share based compensation vested term | 10 years | |||||||||||||||||
Share based compensation vested percentage | 20% | |||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Share price | $ / shares | $ 1 | |||||||||||||||||
Issuance of common shares, value | $ | $ 3,000,000 | |||||||||||||||||
Sale of preferred stock, shares | 3,712,500 | |||||||||||||||||
Accrued interest | $ | $ 17,158 | |||||||||||||||||
Unearned interest | $ | 695,342 | |||||||||||||||||
Loss conversion of unearned | $ | $ 695,342 | |||||||||||||||||
Convertible Promissory Notes [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Issuance of common shares, value | $ | $ 316,027 | |||||||||||||||||
Sale of preferred stock, shares | 23,105,187 | |||||||||||||||||
Accrued interest | $ | $ 110,035 | |||||||||||||||||
Convertible promissory notes percentage | 10% | |||||||||||||||||
Debt instrument principal amount | $ | $ 555,000 | |||||||||||||||||
Debt instrument accrued interest | $ | $ 174,197 | |||||||||||||||||
Convertible Promissory Notes Related Party [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Share price | $ / shares | $ 0.05 | |||||||||||||||||
Convertible promissory notes percentage | 10% | |||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Share price | $ / shares | $ 1 | |||||||||||||||||
Issuance of common shares, value | $ | $ 300,000 | |||||||||||||||||
Sale of preferred stock, shares | 310,561 | |||||||||||||||||
Accrued interest | $ | $ 10,562 | |||||||||||||||||
Chief Executive Officer [Member] | Stock Purchase Options [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stock purchase options issued | 5,000,000 | 5,000,000 | ||||||||||||||||
Exercisable per share | $ / shares | $ 0.50 | $ 0.50 | ||||||||||||||||
Share based compensation vested | 1,000,000 | |||||||||||||||||
Vested on each anniversary date | 1,000,000 | |||||||||||||||||
Share based compensation vested term | 10 years | 10 years | ||||||||||||||||
Options forfeited | 4,000,000 | |||||||||||||||||
Employee and Consultant [Member] | Stock Purchase Options [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stock purchase options issued | 350,000 | |||||||||||||||||
Exercisable per share | $ / shares | $ 0.50 | |||||||||||||||||
Share based compensation vested | 60,000 | |||||||||||||||||
Vested on each anniversary date | 48,333 | |||||||||||||||||
Share based compensation vested term | 10 years | |||||||||||||||||
Officers [Member] | Stock Purchase Options [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stock purchase options issued | 3,000,000 | |||||||||||||||||
Exercisable per share | $ / shares | $ 0.50 | |||||||||||||||||
Share based compensation vested term | 10 years | |||||||||||||||||
Share based compensation vested percentage | 20% | |||||||||||||||||
Officer [Member] | Stock Purchase Options [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stock purchase options issued | 1,000,000 | |||||||||||||||||
Exercisable per share | $ / shares | $ 0.50 | |||||||||||||||||
Share based compensation vested term | 10 years | |||||||||||||||||
Share based compensation vested percentage | 20% | |||||||||||||||||
Consultant [Member] | Stock Purchase Options [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stock purchase options issued | 500,000 | |||||||||||||||||
Exercisable per share | $ / shares | $ 0.50 | |||||||||||||||||
Share based compensation vested percentage | 20% | |||||||||||||||||
Employee [Member] | Stock Purchase Options [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stock purchase options issued | 20,000 | |||||||||||||||||
Exercisable per share | $ / shares | $ 0.40 | |||||||||||||||||
Share based compensation vested term | 10 years | |||||||||||||||||
Share based compensation vested percentage | 33% | |||||||||||||||||
Employee and Officer [Member] | Stock Purchase Options [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stock purchase options issued | 2,620,000 | |||||||||||||||||
Exercisable per share | $ / shares | $ 0.50 | |||||||||||||||||
Share based compensation vested term | 10 years | |||||||||||||||||
Share based compensation vested percentage | 20% | |||||||||||||||||
Board of Directors Chairman [Member] | Stock Purchase Options [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stock purchase options issued | 1,000,000 | |||||||||||||||||
Exercisable per share | $ / shares | $ 0.50 | |||||||||||||||||
Share based compensation vested | 500,000 | |||||||||||||||||
Share based compensation vested term | 10 years | |||||||||||||||||
Board of Directors Chairman [Member] | Stock Purchase Options [Member] | Successive Aniversary Date One [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Share based compensation vested | 125,000 | |||||||||||||||||
Board of Directors Chairman [Member] | Stock Purchase Options [Member] | Successive Aniversary Date Two [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Share based compensation vested | 125,000 | |||||||||||||||||
Board of Directors Chairman [Member] | Stock Purchase Options [Member] | Successive Aniversary Date Three [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Share based compensation vested | 250,000 | |||||||||||||||||
Two Consultants [Member] | Stock Purchase Options [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stock purchase options issued | 120,000 | |||||||||||||||||
Exercisable per share | $ / shares | $ 0.50 | |||||||||||||||||
Share based compensation vested | 30,000 | |||||||||||||||||
Vested on each anniversary date | 30,000 | |||||||||||||||||
Share based compensation vested term | 10 years | |||||||||||||||||
Class A Warrants [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Warrants to purchase | 100,000 | 100,000 | 100,000 | |||||||||||||||
Warrants term | 3 years | 3 years | 3 years | |||||||||||||||
Exercise price of warrants | $ / shares | $ 0.50 | $ 0.50 | $ 0.50 | |||||||||||||||
Class B Warrants [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Warrants to purchase | 100,000 | 100,000 | 100,000 | |||||||||||||||
Warrants term | 5 years | 5 years | 5 years | |||||||||||||||
Exercise price of warrants | $ / shares | $ 1 | $ 1 | $ 1 | |||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 250,000 | |||||||||||||||||
Preferred stock, par value | $ / shares | $ 25 | |||||||||||||||||
Preferred stock, shares issued | 136,059 | 0 | 136,059 | |||||||||||||||
Preferred stock, shares outstanding | 136,059 | 136,059 | 0 | 136,059 | ||||||||||||||
Preferred stock, liquisation preference | $ / shares | $ 25 | |||||||||||||||||
Preferred stock, dividend percentage | 8% | |||||||||||||||||
Dividend per share | $ / shares | $ 0.25 | |||||||||||||||||
Preferred stock, conversion price | $ / shares | $ 0.25 | |||||||||||||||||
Convertible preferred shares percentage | 2 | |||||||||||||||||
Sale of convertible preferred stock | 71,600 | 2,000 | 71,600 | |||||||||||||||
Convertible preferred stock unpaid dividends | 14,806,028 | |||||||||||||||||
Net proceeds of convertible preferred stock | $ | $ 1,790,000 | |||||||||||||||||
Share price | $ / shares | $ 35.8 | $ 35.8 | ||||||||||||||||
Issuance of common shares, value | $ | $ 50,000 | |||||||||||||||||
Sale of preferred stock, shares | 136,059 | 2,000 | ||||||||||||||||
Intrinsic value | $ | $ 930,577 | $ 930,577 | ||||||||||||||||
Deemed dividends | $ | $ 793,175 | $ 110,938 | ||||||||||||||||
Series A Convertible Preferred Stock [Member] | Four Former Shareholders [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Sale of preferred stock, shares | 12,000 | |||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 250,000 | 250,000 | 250,000 | 250,000 | ||||||||||||||
Preferred stock, shares issued | 0 | 0 | ||||||||||||||||
Preferred stock, shares outstanding | 136,059 | 0 | 0 | 136,059 | ||||||||||||||
Preferred stock, dividend percentage | 8% | 8% | ||||||||||||||||
Series A Preferred Stock [Member] | Former Shareholder of Fitore [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Issuance of common shares, value | $ | $ 200,000 | |||||||||||||||||
Sale of preferred stock, shares | 8,000 | |||||||||||||||||
Series A Preferred Stock [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Issuance of common shares, value | $ | $ 86,464 | |||||||||||||||||
Sale of preferred stock, shares | 3,459 | |||||||||||||||||
Series A Preferred Stock [Member] | Class A Warrants [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Warrants to purchase | 4,572,929 | 4,572,929 | ||||||||||||||||
Warrants term | 3 years | 3 years | ||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.50 | $ 0.50 | ||||||||||||||||
Series A Preferred Stock [Member] | Class B Warrants [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Warrants to purchase | 4,572,929 | 4,572,929 | ||||||||||||||||
Warrants term | 5 years | 5 years | ||||||||||||||||
Exercise price of warrants | $ / shares | $ 1 | $ 1 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Jul. 06, 2022 | Dec. 01, 2021 | Oct. 01, 2021 | Aug. 01, 2021 | Dec. 08, 2020 | Dec. 01, 2020 | Jan. 31, 2023 | Jan. 31, 2022 | Oct. 31, 2022 | Oct. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||
Common stock purchase options exercise price | $ 0.50 | $ 0.49 | ||||||||
Christopher Furman [Member] | Employment Agreements [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||
Base salary | $ 400,000 | |||||||||
Annual bonus percentage | 100% | |||||||||
Common stock purchase options | 5,000,000 | |||||||||
Common stock purchase options exercise price | $ 0.50 | |||||||||
Share based compensation, options vested | 1,000,000 | |||||||||
John Evans [Member] | Consulting Agreement [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||
Agreement term | 4 years | |||||||||
Officers compensation | $ 200,000 | |||||||||
Salaries wages and officers compensation increased | 250,000 | |||||||||
Proceeds from estimated financing related party | $ 10,000,000 | |||||||||
Tiana States [Member] | New Employment Agreements [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||
Base salary | $ 125,000 | |||||||||
Annual bonus percentage | 50% | |||||||||
Agreement term | 5 years | |||||||||
Salaries wages and officers compensation increased | $ 200,000 | |||||||||
James Musick [Member] | Musick Agreement [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||
Base salary | $ 150,000 | |||||||||
Annual bonus percentage | 100% | |||||||||
Agreement term | 5 years | |||||||||
Jack Zamora [Member] | New Employment Agreements [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||
Agreement term | 5 years | |||||||||
Nathan Haas [Member] | CFO Agreement [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||
Base salary | $ 175,000 | |||||||||
Annual bonus percentage | 100% | |||||||||
Agreement term | 5 years | |||||||||
Tanner Haas [Member] | Tanner Haas Agreement [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||
Base salary | $ 135,000 | |||||||||
Annual bonus percentage | 100% | |||||||||
Agreement term | 5 years |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Apr. 15, 2022 | Oct. 22, 2021 | Aug. 01, 2021 | Jan. 31, 2023 | Jan. 31, 2022 | Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2020 | |
Product sales | $ 344,031 | $ 1,156,356 | $ 3,293,293 | $ 1,310,946 | ||||
Total product sales percentage | 5% | 2% | 1% | 29% | ||||
Rent | $ 0 | $ 0 | $ 0 | |||||
Rental rates | 5,645 | 5,645 | ||||||
Goods and services paid | 66,511 | $ 157,847 | 586,884 | 351,307 | ||||
Severance pay and related taxes | 53,856 | 94,559 | 0 | |||||
Accrued and unpaid amount | $ 767,288 | |||||||
Convertible notes payable | 480,000 | 480,000 | 800,000 | |||||
Interest expense related party | 2,006 | 0 | ||||||
Accrued interest | $ 704 | |||||||
Common Stock [Member] | ||||||||
Debt conversion amount | $ 320,000 | |||||||
Debt conversion into shares | 331,266 | |||||||
Series A Preferred Stock [Member] | ||||||||
Debt conversion amount | $ 200,000 | |||||||
Debt conversion into shares | 4 | |||||||
Fitore Inc [Member] | ||||||||
Unsecured convertible notes | $ 1,000,000 | |||||||
Debt interest percentage | 5% | |||||||
Debt maturity date | Jul. 31, 2024 | |||||||
Conversion price per share | $ 1 | |||||||
Interest expense related party | 6,049 | 10,081 | 31,276 | 12,219 | ||||
Accrued interest | 36,032 | 29,983 | 9,973 | |||||
Product Sales Related Parties [Member] | ||||||||
Product sales | 18,000 | 17,750 | 30,500 | 362,800 | ||||
Jack Zamora [Member] | ||||||||
Due from related parties, current | 2,250 | 0 | 0 | |||||
Goods and services paid | 0 | 137,953 | 172,147 | |||||
Jack Zamora [Member] | Product Sales Related Parties [Member] | ||||||||
Product sales | $ 18,000 | $ 17,750 | $ 30,500 | $ 362,800 | ||||
Chief Science Officer [Member] | ||||||||
Accrued and unpaid amount | $ 1,221,958 |
SCHEDULE OF NET DEFERRED TAX AS
SCHEDULE OF NET DEFERRED TAX ASSETS (Details) - USD ($) | Oct. 31, 2022 | Oct. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 2,163,000 | $ 1,308,000 |
Stock compensation | 1,258,000 | 697,000 |
Basis of shares in subsidiary | 445,000 | 345,000 |
Capitalized intangible costs | (253,000) | (351,000) |
Accruals and reserves | 94,000 | (27,000) |
Deferred tax assets | 3,707,000 | 1,972,000 |
Valuation allowance | (3,707,000) | (1,972,000) |
Effective income tax asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Oct. 31, 2022 | Oct. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Operating loss carry forwards | $ 8,465,000 | $ 4,581,000 |
Net valuation allowance increased | $ 1,735,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jan. 06, 2023 | Apr. 30, 2023 | Jan. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2021 | |
Subsequent Event [Line Items] | |||||
Convertible notes payable | $ 480,000 | $ 480,000 | $ 800,000 | ||
Proceeds from convertible debt | $ 3,000,000 | ||||
Shares issued, price per share | $ 0.75 | ||||
Conversion price | 0.25 | ||||
Conversion price trigger | 0.75 | ||||
Exercise price | $ 0.625 | ||||
Warrant term | 5 years | ||||
Aggregate principal amount | $ 200,000,000 | ||||
Purchase Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from convertible debt | $ 5,000,000 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Convertible debt percentage | 8% | ||||
Aggregate principal amount | $ 787,600 | ||||
Aggregate gross proceeds | $ 787,600 | ||||
Subsequent Event [Member] | Purchase Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Convertible notes payable | $ 405,000 | ||||
Interest percenatge | 8% | ||||
Proceeds from convertible debt | $ 5,000,000 | ||||
Shares issued, price per share | $ 0.75 | ||||
Pre-money valuation | $ 200,000,000 | ||||
Conversion price | $ 0.25 | ||||
Conversion price trigger | 0.75 | ||||
Exercise price | $ 0.625 | ||||
Warrant term | 5 years | ||||
Debt principal amount percentage | 200% |
SCHEDULE OF FAIR VALUE ON FINAN
SCHEDULE OF FAIR VALUE ON FINANCIAL LIABILITIES (Details) | Jan. 31, 2023 USD ($) |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |
Financial liabilities, fair values | $ 73,162 |
2023 Series Convertible Notes Payable [Member] | |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |
Financial liabilities, fair values | $ 73,162 |
SCHEDULE OF FAIR VALUE DERIVATI
SCHEDULE OF FAIR VALUE DERIVATIVE LIABILITIES ON RECURRING BASIS (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Jan. 31, 2023 | Oct. 31, 2022 | |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Additions | $ 73,213 | |
Derivative [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Beginning Balance | ||
Additions | 73,213 | |
Total (gains) or losses (realized/unrealized) | (51) | |
Included in operations | ||
Ending Balance | $ 73,162 |
SCHEDULE OF FAIR VALUE DERIVA_2
SCHEDULE OF FAIR VALUE DERIVATIVE LIABILITIES ON WARRANTS GRANTED (Details) - 2023 Series Convertible Notes Payable [Member] | 3 Months Ended | 12 Months Ended |
Jan. 31, 2023 | Oct. 31, 2022 | |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | ||
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0.0363 | |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0.0372 | |
Measurement Input, Expected Dividend Payment [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0 | |
Measurement Input, Option Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | ||
Measurement Input, Option Volatility [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 1.9989 | |
Measurement Input, Option Volatility [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 2.0029 | |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Weighted average expected life | 2 years 6 months |