Vitro Biopharma, Inc. announced a private placement to issue senior secured convertible note at a principal amount of $1,250,000 at 20% discount for gross proceeds of $1,000,000 and warrants to purchase shares of common stock on January 10, 2024. The transaction included participation from an accredited investor. The notes were issued at a 20% discount.

The notes carry an interest rate of 20%. The note will mature at the earlier of July 10, 2024 (six months from the issuance date) and the occurrence of a Liquidity Event, provided that the company may extend the maturity date to October 10, 2024. The note will be convertible into common stock commencing on the maturity date, at a conversion price equal to the product of (x) the Liquidity Event Price.

The warrants will be exercisable into the number the shares of common stock obtained by dividing 100% of the original principal amount of the note by (ii) the Liquidity Event Price (as defined in the note). The warrants will be exercisable for a period of five years and have an exercise price equal to the Liquidity Event Price In connection with the foregoing, the company relied upon the exemption from registration provided under Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.