UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~April 30,~~July 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 000-17378

VITRO BIOPHARMA, INC.

(Exact name of Registrant as specified in its charter)

Nevada		84-1012042
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification number)

3200 Cherry Creek Drive South, Suite ~~720~~410 Denver, Colorado		80209
(Address of principal executive offices)		(Zip code)

(855) 848-7627

(Registrant’s telephone number, including area code)

3200 Cherry Creek Drive South, Suite 720

Denver, Colorado

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~June 13,~~August, 28, 2023, there were outstanding ~~115,160,180~~4,430,545 shares of the registrant’s Common Stock, $0.001 par value.

vitro biopharma inc.

Form 10-q

For the quarterly period ended ~~April 30,~~JULY 31, 2023

table of contents

		Page
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements		3
Consolidated Balance Sheets as of ~~April 30,~~July 31, 2023 ~~(unaudited)~~ and October 31, 2022 (unaudited)		3
Consolidated Statements of Operations for the Three and ~~Six~~Nine Months Ended ~~April 30,~~July 31, 2023 and 2022 (unaudited)		4
Consolidated Statement of Changes in Stockholders’ Equity for the Three and ~~Six~~Nine Months Ended ~~April 30,~~July 31, 2023 and 2022 (unaudited)		6
Consolidated Statements of Cash Flows for the ~~Six~~Nine Months Ended ~~April 30,~~July 31, 2023 and 2022 (unaudited)		8
Notes to Unaudited Consolidated Financial Statements		9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		26
Item 3. Quantitative and Qualitative Disclosures about Market Risk	38	39
Item 4. Controls and Procedures	38	39

Part II. OTHER INFORMATION
Item 1. Legal Proceedings	39	40
Item 1A. Risk Factors	39	40
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	39	40
Item 3. Defaults Upon Senior Securities	39	40
Item 4. Mine Safety Disclosures	39	40
Item 5. Other Information	39	40
Item 6. Exhibits	39	40

Signatures	40	41

PART I-FINANCIAL INFORMATION

Item 1. Financial Statements

Vitro BioPharma, Inc.

Consolidated Balance Sheets

(Unaudited)

	April 30, 2023			October 31, 2022			July 31, 2023			October 31, 2022
	(Unaudited)
ASSETS

Cash	$	251,720		$	741,538		$	285,175		$	741,538
Accounts Receivable, Net		47,539			73,537			79,302			73,537
Inventory		224,475			280,138			187,829			280,138
Prepaid Expense		122,149			140,759			111,304			140,759
Prepaid project costs		330,305			217,747			159,618			217,747
Deferred Offering Costs		1,667,438			1,482,422			2,484,210			1,482,422

Total Current Assets		2,643,626			2,936,141			3,307,438			2,936,141

Goodwill		3,608,949			3,608,949			3,608,949			3,608,949
Intangible Assets, Net		1,311,533			1,377,401			1,278,599			1,377,401
Property and Equipment, Net		288,171			351,940			361,353			351,940
Patents, Net		38,283			8,390			38,283			8,390
Right of Use Asset – Operating Lease		251,694			277,381			510,745			277,381
Other Assets		13,860			13,860			17,098			13,860

Total Assets	$	8,156,116		$	8,574,062		$	9,122,465		$	8,574,062

LIABILITIES

Accounts Payable	$	917,259		$	604,606		$	1,800,891		$	604,606
Accounts Payable – Related Party								11,289			-
Accounts Payable								11,289			-
Deferred Revenue		839,970			650,000			685,005			650,000
Accrued Liabilities		958,774			939,523			906,777			939,523
Accrued Liabilities – Related Party		22,500			232,512			-			232,512
2021 Series Convertible Notes Payable – Related Party								480,000
Accrued Liabilities		22,500			232,512			-			232,512
Current Maturities of Capital Lease Obligations		65,461			62,979			66,403			62,979
Current Maturities of Operating Lease Obligations		47,487			50,055			125,863			50,055

Total Current Liabilities		2,851,451			2,539,675			4,076,228			2,539,675

Capital Lease Obligations, Net of Current Portion		45,592			78,955			28,756			78,955
Operating Lease Obligation, Net of Current Portion		204,207			227,326			384,882			227,326
Unsecured 6% Note Payable – Related Party		767,288			767,288			767,288			767,288
Unsecured 4% Note Payable – Related Party		1,221,958			1,221,958			1,221,958			1,221,958
2021 Series Convertible Notes Payable – Related Party		480,000			480,000			-			480,000
2022 Series Convertible Notes Payable		200,000			200,000			200,000			200,000
2023 Series Convertible Notes Payable - Stock Settled, Net		335,056			-			337,840			-
2023 Series B Convertible Notes Payable – Stock Settled, Net		222,037			-			404,306			-
Derivative/Warrant Liability		641,080			-			937,758			-
Long Term Accrued Interest Payable		23,623			3,205			55,156			3,205
Long Term Accrued Interest Payable – Related Party		278,784			219,815			308,757			219,815

Total Long-Term Liabilities		4,419,625			3,198,547			4,646,701			3,198,547

Total Liabilities		7,271,076			5,738,222			8,722,929			5,738,222

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		-			-			-			-
Common stock, 500,000,000 Shares Authorized, par value $0.001, 115,160,180 and 115,160,180 Outstanding, respectively		115,440			115,440
Common stock, 19,230,770 Shares Authorized, par value $0.001, 4,430,545 and 4,430,545 Outstanding, respectively								4,430			4,430
Additional Paid in Capital		26,177,841			25,523,816			26,675,031			25,634,826
Less Treasury Stock		(84,000	)		(84,000	)		(84,000	)		(84,000	)
Accumulated Deficit		(25,324,241	)		(22,719,416	)		(26,195,925	)		(22,719,416	)

Total Stockholders’ Equity		885,040			2,835,840			399,536			2,835,840

Total Liabilities and Stockholders’ Equity	$	8,156,116		$	8,574,062		$	9,122,465		$	8,574,062

These financial statements should be read in connection with the notes to these unaudited consolidated financial statements.

Vitro BioPharma, Inc.

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended April 30, 2023			Three Months Ended April 30, 2022			Three Months Ended July 31, 2023			Three Months Ended July 31, 2022

Product Sales	$	307,843		$	1,039,718		$	561,490		$	665,841
Product Sales, Related Parties		-			12,750			15,750			-
Total Revenue		307,843			1,052,468			577,240			665,841
Less Cost of Goods Sold		(62,634	)		(138,015	)		(96,815	)		(138,189	)
Gross Profit		245,209			914,453			480,425			527,652

Operating Costs and Expenses:
Selling, General and Administrative		1,537,181			1,442,060			1,486,866			2,222,487
Research and Development		66,447			65,471			33,146			79,071
Impairment Expense								-			914,091

Loss From Operations		(1,358,419	)		(593,078	)		(1,039,587	)		(2,687,997	)

Other Expense:
Interest Expense		(56,937	)		(46,970	)		(81,976	)		(37,994	)
Other Project Income, Net								191,746			-
Loss on Conversion of Senior Secured Note Payable		-			(695,342	)		-			-
Unrealized Gain on Derivative/Warrant Liability		656			-
Unrealized Gain on Series 2023 Derivative/Warrant Liability								58,133			-

Net Loss		(1,414,700	)		(1,335,390	)	$	(871,684	)	$	(2,725,991	)

Deemed Dividend on Series A Convertible Preferred Stock		-			(744,665	)		-			-
Cumulative Series A Convertible Preferred Stock Dividend Requirement		-			(68,033	)		-			-

Net Loss Available to Common Stockholders	$	(1,414,700	)	$	(2,148,088	)		-			-

Net Loss per Common Share, Basic and Diluted	$	(0.01	)	$	(0.02	)	$	(0.20	)	$	(0.62	)

Shares Used in Computing Net Loss per Common Share, Basic and Diluted		115,160,180			104,151,818			4,430,545			4,430,545

These financial statements should be read in connection with the notes to these unaudited consolidated financial statements.

Vitro BioPharma, Inc.

Consolidated Statements of Operations

(Unaudited)

	Six Months Ended April 30, 2023			Six Months Ended April 30, 2022			Nine Months Ended July 31, 2023			Nine Months Ended July 31, 2022

Product Sales	$	608,874		$	1,678,324		$	1,170,364		$	2,344,165
Product Sales, Related Parties		18,000			30,500			33,750			30,500
Consulting Revenue		25,000			500,000			25,000			500,000
Total Revenue		651,874			2,208,824			1,229,114			2,874,665
Less Cost of Goods Sold		(129,145	)		(295,862	)		(225,960	)		(434,051	)
Gross Profit		522,729			1,912,962			1,003,154			2,440,614

Operating Costs and Expenses:
Selling, General and Administrative		2,958,351			2,724,998			4,445,217			4,947,485
Research and Development		73,280			68,041			106,426			147,112
Impairment Expense								-			914,091

Loss From Operations		(2,508,902	)		(880,077	)		(3,548,489	)		(3,568,074	)

Other Expense:
Interest Expense		(96,630	)		(121,703	)		(178,606	)		(159,697	)
Other Project Income, Net								191,746			-
Loss on Conversion of Senior Secured Note Payable		-			(695,342	)		-			(695,342	)
Unrealized Gain on Derivative/Warrant Liability		707			-
Unrealized Gain on Series 2023 Derivative/Warrant Liability								58,840			-

Net Loss		(2,604,825	)		(1,697,122	)		(3,476,509	)		(4,423,113	)

Deemed Dividend on Series A Convertible Preferred Stock		-			(793,175	)		-			(793,175	)
Cumulative Series A Convertible Preferred Stock Dividend Requirement		-			(111,333	)		-			(111,333	)

Net Loss Available to Common Stockholders	$	(2,604,825	)	$	(2,601,630	)	$	(3,476,509	)	$	(5,327,621	)

Net Loss per Common Share, Basic and Diluted	$	(0.02	)	$	(0.03	)	$	(0.78	)	$	(1.32	)

Shares Used in Computing Net Loss per Common Share, Basic and Diluted		115,160,180			100,166,118			4,430,545			4,048,147

These financial statements should be read in connection with the notes to these unaudited consolidated financial statements.

Vitro BioPharma, Inc.

Consolidated Statement of Changes in Stockholders’ Equity

For the ~~Six~~Nine Months Ended ~~April 30,~~July 31, 2023 and 2022

(Unaudited)

	Shares		Par Value		Shares		Par Value		Capital		Stock			Deficit			Total			Shares		Par Value		Shares		Par Value		Capital			Stock			Deficit			Total
	Preferred Stock				Common Stock				Additional Paid in		Treasury			Accumulated						Preferred Stock				Common Stock				Additional Paid in			Treasury			Accumulated
	Shares		Par Value		Shares		Par Value		Capital		Stock			Deficit			Total			Shares		Par Value		Shares		Par Value		Capital			Stock			Deficit			Total

Balance at October 31, 2022		-	$	-		115,160,180	$	115,440	$	25,523,816	$	(84,000	)	$	(22,719,416	)	$	2,835,840			-	$	-		4,430,545	$	4,430	$	25,634,826		$	(84,000	)	$	(22,719,416	)	$	2,835,840

Forgiven accrued payables – related party		-		-		-		-		137,953		-			-			137,953			-		-		-		-		137,953			-			-			137,953
Stock based compensation		-		-		-		-		122,562		-			-			122,562			-		-		-		-		122,562			-			-			122,562
Net loss		-		-		-		-		-		-			(1,190,125	)		(1,190,125	)		-		-		-		-		-			-			(1,190,125	)		(1,190,125	)

Balance at January 31, 2023		-	$	-		115,160,180	$	115,440	$	25,784,331	$	(84,000	)	$	(23,909,541	)	$	1,906,230			-	$	-		4,430,545	$	4,430	$	25,895,341		$	(84,000	)	$	(23,909,541	)	$	1,906,230

Stock based compensation		-		-		-		-		393,510		-			-			393,510			-		-		-		-		393,510			-			-			393,510
Net loss		-		-		-		-		-		-			(1,414,700	)		(1,414,700	)		-		-		-		-		-			-			(1,414,700	)		(1,414,700	)

Balance at April 30, 2023		-	$	-		115,160,180	$	115,440	$	26,177,841	$	(84,000	)	$	(25,324,241	)	$	885,040			-	$	-		4,430,545	$	4,430	$	26,288,851		$	(84,000	)	$	(25,324,241	)	$	885,040

Stock based compensation																					-		-		-		-		386,616			-			-			386,616
Payment for fractional warrants - recapitalization																					-		-		-		-		(436	)		-			-			(436	)
Net Loss																					-		-		-		-		-			-			(871,684	)		(871,684	)

Balance at July 31, 2023																					-	$	-		4,430,545	$	4,430	$	26,675,031		$	(84,000	)	$	(26,195,925	)	$	399,536

These financial statements should be read in connection with the notes to these unaudited consolidated financial statements.

Vitro BioPharma, Inc.

Consolidated Statement of Changes in Stockholders’ Equity

For the ~~Six~~Nine Months Ended ~~April 30,~~July 31, 2023 and 2022 (Continued)

(Unaudited)

	Shares			Par Value			Shares		Par Value		Capital			Stock			Deficit			Total			Shares			Par Value			Shares		Par Value		Capital			Stock			Deficit			Total
	Preferred Stock						Common Stock				Additional Paid in			Treasury			Accumulated						Preferred Stock						Common Stock				Additional Paid in			Treasury			Accumulated
	Shares			Par Value			Shares		Par Value		Capital			Stock			Deficit			Total			Shares			Par Value			Shares		Par Value		Capital			Stock			Deficit			Total

Balance at October 31, 2021		136,059		$	136			96,310,387	$	96,590	$	19,301,167		$	(84,000	)	$	(15,859,367	)	$	3,454,526			136,059		$	136			3,705,553	$	3,705	$	19,394,052		$	(84,000	)	$	(15,859,367	)	$	3,454,526

Stock based compensation		-			-			-		-		242,505			-			-			242,505			-			-			-		-		242,505			-			-			242,505
Beneficial conversion feature on convertible preferred stock		-			-			-		-		48,510			-			-			48,510			-			-			-		-		48,510			-			-			48,510
Deemed dividend on convertible preferred stock		-			-			-		-		(48,510	)		-			-			(48,510	)		-			-			-		-		(48,510	)		-			-			(48,510	)
Net loss		-			-			-		-		-			-			(361,732	)		(361,732	)		-			-			-		-		-			-			(361,732	)		(361,732	)

Balance at January 31, 2022		136,059		$	136			96,310,387	$	96,590	$	19,543,672		$	(84,000	)	$	(16,221,099	)	$	3,335,299			136,059		$	136			3,705,553	$	3,705	$	19,636,557		$	(84,000	)	$	(16,221,099	)	$	3,335,299
Balance		136,059		$	136			96,310,387	$	96,590	$	19,543,672		$	(84,000	)	$	(16,221,099	)	$	3,335,299

Stock based compensation		-			-			-		-		302,785			-			-			302,785			-			-			-		-		302,785			-			-			302,785
Stock issued in connection with note conversion		-			-			4,043,765		4,044		4,039,722			-			-			4,043,766			-			-			155,529		156		4,043,610			-			-			4,043,766
Stock issued in connection with preferred stock conversions		(136,059	)		(136	)		14,806,028		14,806		(14,670	)		-			-			-			(136,059	)		(136	)		569,463		569		(433	)		-			-			-
Beneficial conversion feature on convertible preferred stock		-			-			-		-		744,665			-			-			744,665			-			-			-		-		744,665			-			-			744,665
Deemed dividend on convertible preferred stock		-			-			-		-		(744,665	)		-			-			(744,665	)		-			-			-		-		(744,665	)		-			-			(744,665	)
Net loss		-			-			-		-		-			-			(1,335,390	)		(1,335,390	)		-			-			-		-		-			-			(1,335,390	)		(1,335,390	)

Balance at April 30, 2022		-		$	-			115,160,180	$	115,440	$	23,871,509		$	(84,000	)	$	(17,556,489	)	$	6,346,460			-		$	-			4,430,545	$	4,430	$	23,982,519		$	(84,000	)	$	(17,556,489	)	$	6,346,460
Balance		-		$	-			115,160,180	$	115,440	$	23,871,509		$	(84,000	)	$	(17,556,489	)	$	6,346,460			-		$	-			4,430,545	$	4,430	$	23,982,519		$	(84,000	)	$	(17,556,489	)	$	6,346,460

Stock based compensation																								-			-			-		-		1,258,797			-						1,258,797
Net loss																								-			-			-		-		-			-			(2,725,991	)		(2,725,991	)

Balance at July 31, 2022																								-		$	-			4,430,545	$	4,430	$	25,241,316		$	(84,000	)	$	(20,282,480	)	$	4,879,266
Balance																								-		$	-			4,430,545	$	4,430	$	25,241,316		$	(84,000	)	$	(20,282,480	)	$	4,879,266

These financial statements should be read in connection with the notes to these unaudited consolidated financial statements.

Vitro BioPharma, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended April 30, 2023			Six Months Ended April 30, 2022			Nine Months Ended July 31, 2023			Nine Months Ended July 31, 2022

Operating Activities

Net Loss	$	(2,604,825	)	$	(1,697,122	)	$	(3,476,509	)	$	(4,423,113	)
Adjustment to Reconcile Net Loss:
Unrealized Gain on Derivative/Warrant Liability		(707	)		-
Other Project Income, Net								(191,746	)		-
Unrealized Gain on Series 2023 Derivative/Warrant Liability								(58,840	)		-
Loss on Conversion of Senior Secured Note Payable		-			695,342			-			695,342
Depreciation Expense		78,039			75,393			117,745			123,661
Amortization Expense		65,868			19,088			98,802			28,632
Bad Debt Expense								-			8,000
Impairment Expense								-			914,091
Amortization of Operating Lease – ROU Asset		25,687			28,540			38,032			42,256
Accretion of Debt Discount		6,279			-			21,143			-
Stock Based Compensation		516,072			545,290			902,688			1,804,087
Changes in Assets and Liabilities
Accounts Receivable		25,998			(263,294	)		(5,765	)		41,797
Accounts Receivable, Related Parties		-			(30,500	)		-			-
Inventory		55,663			(17,537	)		92,309			(13,424	)
Prepaid Expenses		18,610			8,778			29,455			(36,141	)
Prepaid project costs		(112,558	)		-			(125	)		(177,147	)
Accounts Payable		177,637			68,789			194,497			52,760
Accounts Payable – Related Party								11,289			-
Deferred Revenue		189,970			(500,000	)		285,005			(250,000	)
Operating Lease Obligation		(25,687	)		(28,540	)		(38,032	)		(42,256	)
Accrued Liabilities		(30,748	)		(195,929	)		(32,745	)		(204,352	)
Accrued Liabilities – Related Party		(72,059	)		23,814			(94,995	)		(34,194	)
Accrued Interest		20,418			10,643			51,951			11,328
Accrued Interest – Related Parties		58,969			64,952			88,942			94,926

Net Cash Used in Operating Activities		(1,607,374	)		(1,192,293	)		(1,966,899	)		(1,363,747	)

Investing Activities

Acquisition of Property and Equipment		(14,270	)		(188,520	)		(127,158	)		(261,424	)
Patent Costs		(29,893	)		-			(29,893	)		-
Other assets		-			(7,160	)		(3,238	)		(3,240	)

Net Cash Used in Investing Activities		(44,163	)		(195,680	)		(160,289	)		(264,664	)

Financing Activities

Deferred Offering Costs		-			(730,511	)		-			(1,138,761	)
Issuance of 2022 Series Convertible Notes Payable								-			200,000
Issuance of 2023 Series Convertible Notes Payable - Stock Settled		405,000			-			405,000			-
Issuance of 2023 Series B Convertible Notes Payable – Stock Settled		787,600			-			1,312,600			-
Capital Lease Principal Payments		(30,881	)		(40,643	)		(46,775	)		(59,588	)
Payments on Revolving Line of Credit		-			(79	)		-			(58,596	)

Net Cash Provided by (Used in) Financing Activities		1,161,719			(771,233	)		1,670,825			(1,056,945	)

Total Cash Used During the Period		(489,818	)		(2,159,206	)		(456,363	)		(2,685,356	)
Beginning Cash Balance		741,538			4,376,983			741,538			4,376,983

Ending Cash Balance	$	251,720		$	2,217,777		$	285,175		$	1,691,627

Cash Paid for Interest	$	10,964		$	40,419		$	16,570		$	40,419
Cash Paid for Income Taxes	$	-		$	-		$	-		$	-

Supplemental Schedule of Non-Cash Financing Activities:
Premium on issuance of 2023 Series Notes Payable - Stock Settled	$	397,533		$	-		$	135,000		$	-
Derivative/Warrant Liability on 2023 Series Notes Payable	$	641,787		$	-		$	73,213		$	-
Discount on 2023 Series Notes Payable	$	1,039,320		$	-
Discount on Derivative/Warrant Liability on 2023 Series Notes Payable							$	208,213		$	-
Forgiveness of Accrued Liabilities – Related Party	$	137,953		$	-		$	137,953		$	-
Premium on issuance of 2023 Series B Notes Payable – Stock Settled							$	437,533		$	-
Derivative/Warrant Liability on 2023 Series B Notes Payable							$	923,384		$	-
Discount on Derivative/Warrant Liability on 2023 Series B Notes Payable							$	1,360,917		$	-
Recognition of New Capital Leases	$	-		$	90,444		$	-		$	90,444
Beneficial Conversion Feature and Deemed Dividend on Convertible Preferred Stock	$	-		$	793,175		$	-		$	793,175
Deferred Offering Costs Recorded as Accounts Payable	$	185,016		$	234,447		$	1,001,788		$	298,858
Right of Use Asset and Operating Lease Obligation Recognized under ASC Topic 842							$	271,396		$	-
Common Stock Issued for Conversion of Senior Secured Note Payable	$	-		$	3,712,500		$	-		$	3,712,500
Common Stock Issued for Conversion of Related Party Note Payable	$	-		$	331,266		$	-		$	331,266

These financial statements should be read in connection with the notes to these unaudited consolidated financial statements.

VITRO BIOPHARMA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~APRIL 30,~~JULY 31, 2023 AND 2022

(UNAUDITED)

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

On June 23, 2023, the Board of Directors of the Company approved a 1-for-26 reverse stock split(the “Reverse Stock Split”) of the Company’s (a) authorized shares of common stock, par value $0.001 (the “Common Stock”); and (b) issued and outstanding shares of Common Stock. All share and per share information included in these financial statements and notes thereto have been retroactively adjusted to give effect to the Reverse Stock Split, which became effective on July 6, 2023.

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”).

Concentrations

During the ~~six~~nine months ended ~~April 30,~~July 31, 2023 and 2022, 3% and 21% respectively, of the Company’s total revenues were derived from sales to an entity controlled by the Company’s former Chief Executive Officer and President, Dr. Jack Zamora (“Dr. Zamora”) (Note 10). Dr. Zamora is also a 30% stockholder. During the ~~six~~nine months ended ~~April 30,~~July 31, 2023, 4538% of the Company’s total revenue was attributable to product sales to one customer. Also, during the ~~six~~nine months ended ~~April 30,~~July 31, 2022, ~~two~~three customers accounted for 2217%. 16% and 1913% of the Company’s revenues. Other than the revenues derived through sales to an entity controlled by Dr. Zamora and the additional customers referenced herein, no customer accounted for greater than 10% of the Company’s gross sales for the ~~six~~nine months ended ~~April 30,~~July 31, 2023 or 2022. In addition to the product revenue concentrations noted above, the Company recognized $25,000 in consulting revenue from a single client during the ~~six~~nine months ended ~~April 30,~~July 31, 2023. This amount was 4% of the total revenue recognized for the period. The Company also recognized $500,000 in consulting revenue from a single client during the nine months ended July 31, 2022. This amount was 17% of the total revenue recognized for the period.

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.

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 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
April 30, 2023 Three Months
Ended
April 30, 2022
Revenues:
Research and development products $ 80,128 $ 489,350
AlloRx Stem Cells to Foreign Third-Party Clinics 164,830 390,109
InfiniVive products 45,850 103,503
Fitore products 17,035 69,506

Total $ 307,843 $ 1,052,468
Total Revenues $ 307,843 $ 1,052,468
Three Months
Ended
July 31, 2023 Three Months
Ended
July 31, 2022
Revenues:
Research and development products $ 284,306 $ 189,745
AlloRx Stem Cells to Foreign Third-Party Clinics 217,991 432,000
InfiniVive products 60,160 -
Fitore products 14,783 44,096

Total $ 577,240 $ 665,841
Total Revenues $ 577,240 $ 665,841

Six Months
Ended
April 30, 2023 Six Months
Ended
April 30, 2022 Nine Months
Ended
July 31, 2023 Nine Months
Ended
July 31, 2022
Revenues:
Research and development products $ 155,211 $ 787,419 $ 307,324 $ 871,480
AlloRx Stem Cells to Foreign Third-Party Clinics 313,113 545,700 661,208 1,089,341
Consulting revenue 25,000 500,000 25,000 500,000
InfiniVive products 120,900 238,578 183,148 232,021
Fitore products 37,650 137,127 52,434 181,823

Total $ 651,874 $ 2,208,824 $ 1,229,114 $ 2,874,665
Total Revenues $ 651,874 $ 2,208,824 $ 1,229,114 $ 2,874,665

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~~Pursuant to this JOA, which expired in accordance with its terms on July 31, 2023 and is not expected to be renewed, the Company iswas 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. ~~However,~~Prior to its expiration, our work under the JOA ~~has~~had been suspended since April 2023 pending discussions regarding amounts believed to be owed to us under that agreement for work already completed. If those discussions are unsuccessful, we may not be able to collect all of the amounts believed to be owed to us or the other amounts originally expected to be received by us under the agreement.

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 ~~April 30,~~July 31, 2023, the Company has deferred $~~839,970~~685,005 in revenue. The Company has recorded $~~330,305~~159,618 in prepaid project costs related to this deferred revenue in current assets. The amounts recorded as deferred revenue and prepaid project costs will be recognized if and when the Company achieves and delivers the milestones under the terms of the agreement.

The table below summarizes Deferred Revenues as of ~~April 30,~~July 31, 2023:
SUMMARY OF DEFERRED REVENUES
October 31, 2022 Revenue Recognized Revenue Deferred April 30, 2023 October 31, 2022 Other Project Income Recognized Revenue Deferred July 31, 2023
Deferred Revenue $ 650,000 $          - $ 189,970 $ 839,970 $ 650,000 $ (250,000 ) $ 285,005 $ 685,005
Total $ 650,000 $ - $ 189,970 $ 839,970 $ 650,000 $ (250,000 ) $ 285,005 $ 685,005

During the ~~six~~nine months ended ~~April 30,~~July 31, 2023 and 2022, the Company recognized as revenue $0 and $500,000 in previously deferred revenue, respectively and $~~50,147~~0 and $78,257 in expenses related to the JOA, respectively. The expenses are included in the Selling, general and administrative line on the accompanying consolidated statements of operations.
As of July 31, 2023, upon the expiration of the European Wellness Agreement, the Company recognized $250,000 as other project income that was deemed as non-refundable by the amendment and offset by $58,254 in project related expenses. In accordance with ASC 606, the Company determined that it did not satisfy the performance obligations at a point in time (ASC paragraph 606-10-25-30) and did not recognize the aforementioned amount as revenue.

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 ~~April 30,~~July 31, 2023 and October 31, 2022, total accounts receivable amounted to $~~47,539~~79,302 and $73,537, respectively, net of allowances. The Company monitors accounts receivable for collectability and when doubt as to the realization of amounts recorded arises, an allowance is recorded and/or accounts deemed to be uncollectible will be written off. As of ~~April 30,~~July 31, 2023 and October 31, 2022, the allowance for doubtful accounts was $~~2,500~~975 and $2,500, respectively.

11

As of ~~April 30,~~July 31, 2023, ~~six~~two customers accounted for 21%, 16%, 15%, 14%, 1253% and 11% of accounts receivable. As of October 31, 2022, 28% and 10%, of the Company’s accounts receivable were attributable to sales to two customers. No other customer comprised more than 10% of the accounts receivable balance as of ~~April 30,~~July 31, 2023 or October 31, 2022.

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 ~~six~~nine months ended ~~April 30,~~July 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
April 30, 2023 April 30, 2022 July 31, 2023 July 31, 2022

Stock options outstanding 29,226,000 28,560,000 1,122,154 1,124,076
Shares to be issued in connection with exercise of warrants 12,415,856 13,605,856 448,677 523,302
2021 Series Convertible Notes Payable - Related Party – common shares 480,000 480,000 18,462 18,462
2022 Series Convertible Notes Payable - common shares 200,000 - 7,692 7,692
2023 Series Convertible Notes Payable – Stock Settlement 327,760 - 12,854 -
2023 Series Convertible Notes Payable – Stock Settled - warrants issuable 79,983 - 3,076 -
2023 Series B Convertible Notes Payable - Stock Settled 626,558 - 40,683 -
2023 Series B Convertible Notes Payable - Stock Settled - warrants issuable 622,173 - 39,881 -
Total 43,978,330 42,645,856 1,693,479 1,673,532
Anti-dilutive shares 43,978,330 42,645,856 1,693,479 1,673,532

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
July 31, 2023 October 31, 2022

Raw materials $ 38,237 $ 112,023
Finished goods 149,592 168,115
Total inventory $ 187,829 $ 280,138

April 30, 2023 October 31, 2022

Raw materials $ 36,053 $ 112,023
Finished goods 188,422 168,115
Total inventory $ 224,475 $ 280,138
12

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 ~~six~~nine months ended ~~April 30,~~July 31, 2023 and 2022, the Company did not record any impairment expense.
Leases
In May 2023, the Company executed a new office lease for its executive offices, with the lease starting July 1, 2023. The Company recognized an initial operating lease right-of-use asset of $271,396 and an operating lease liability of $271,396. Due to the simplistic nature of the Company’s leases, no retained earnings adjustments were required. No amortization of this operating lease right-of-use asset was taken during the three and nine months ended July 31, 2023 and 2022, however, the Company did recognize right-of-use asset amortization for other office leases in the amount of $12,345 and $38,032, and $13,716 and $42,256 for the three and nine months ended July 31, 2023 and 2022, respectively.

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 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 $~~2.6~~3.5 million for the ~~six~~nine months ended ~~April 30,~~July 31, 2023 and approximately $6.9 million for the year ended October 31, 2022. The Company had a working capital deficit of approximately $~~208,000~~769,000 as of ~~April 30,~~July 31, 2023. In addition, the revenues of the Company do not provide adequate working capital for the Company to sustain its current and planned business operations.

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 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.

13

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 two tranches’ of 2023 Series Convertible Notes Payable - Stock Settled Derivative/Warrant Liability required identification and quantification of fair value. ~~To be clear, the~~The derivative isliabilities described below only ~~related~~relate to the warrants included with the two tranches of the 2023 Series Convertible Notes ~~Payable.~~Payable – Stock Settled debt. The estimated fair values as of ~~January 10, 2023,~~ the issuance date of the two tranches of notes are presented in Note 7.

As of ~~April 30,~~July 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
April 30, 2023 July 31, 2023
2023 Series Convertible Notes Payable - Stock Settled - Derivative/Warrant Liability $ 73,026 $ 67,155
2023B Series Convertible Notes Payable – Stock Settled – Derivative/Warrant Liability 568,054
2023 Series B Convertible Notes Payable – Stock Settled – Derivative/Warrant Liability 870,603
Total $ 641,080 $ 937,758
The following table presents a roll-forward of the fair value of the derivative liabilities associated with the Company’s warrants included with its 2023 Series Convertible Notes Payable, categorized as Level 3:
SCHEDULE OF FAIR VALUE DERIVATIVE LIABILITIES ON RECURRING BASIS
Nine Months
Ended
July 31, 2023
Year Ended
October 31, 2022

Beginning Balance $ - $ -
Additions 996,598               -
Total (gains) or losses (realized/unrealized) (58,840 ) -
Included in operations - -
Ending Balance $ 937,758 $ -
Six Months
Ended
April 30, 2023
Year Ended
October 31, 2022

Beginning Balance $ - $ -
Additions 641,787 -
Total (gains) or losses (realized/unrealized) (707 ) -
Included in operations - -
Ending Balance $ 641,080 $ -
During the three and nine months ended July 31, 2023, the unrealized gain on the Derivative Warrant Liability was $58,133 and $58,840 respectively. There were no comparable amounts recorded in the prior periods.

The fair value of the warrants granted in connection with the two, tranches of 2023 Series Convertible Notes ~~Payable -Stock~~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
~~April 30,~~July 31, 2023 October 31, 2022
Risk-free interest rate 3.60%-~~3.75~~4.18 % -
Dividend yield 0.00 -
Volatility factor ~~198.54~~156.13%-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.

14

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
April 30, 2023 October 31, 2022 July 31, 2023 October 31, 2022

Leasehold improvements $ 12,840 $ 12,840 $ 12,840 $ 12,840
Property and equipment 939,697 925,427 1,052,586 925,427
Total cost 952,537 938,267 1,065,426 938,267
Less accumulated depreciation (664,366 ) (586,327 ) (704,073 ) (586,327 )
Net property and equipment $ 288,171 $ 351,940 $ 361,353 $ 351,940

Depreciation expense for the three and ~~six~~nine months ended ~~April 30,~~July 31, 2023 and 2022 was $~~39,675~~39,706 and $~~78,039~~117,745, and $~~52,424~~48,268 and $~~75,393~~123,661, respectively.

NOTE 5 – INTANGIBLE ASSETS

The following table sets forth the carrying amounts of intangible assets and goodwill including accumulated amortization as of ~~April 30,~~July 31, 2023:
  SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL
Remaining
Useful Life Cost Accumulated Amortization Net Carrying
Value Remaining
Useful Life Cost Accumulated Amortization Net Carrying
Value
Trademarks and tradenames 13.5 years $ 693,330 $ (69,332 ) $ 623,998 13.5 years $ 693,330 $ (80,889 ) $ 612,441
Patents, know-how and unpatented technology 13.5 years 710,060 (71,004 ) 639,056 13.5 years 710,060 (82,840 ) 627,220
Customer relationships 1.25 years 114,536 (66,057 ) 48,479 1.25 years 114,536 (75,598 ) 38,938
Total 1,517,926 (206,393 ) 1,311,533 1,517,926 (239,327 ) 1,278,599

Remaining
Useful Life
Cost Impairment
Net Carrying
Value

Goodwill Indefinite $ 4,523,040 $ (914,091 ) $ 3,608,949

The table below presents anticipated future amortization expense related to the Company’s intangible assets for each of the succeeding five fiscal years ending October 31;

SCHEDULE OF FUTURE AMORTIZATION EXPENSE

2023 $ 131,738
2024 122,947
2025 93,559
2026 93,559
2027 93,559
Total $ 535,362

During the three and ~~six~~nine months ended ~~April 30,~~July 31, 2023 and 2022, the Company recorded amortization expense of $32,934 and $~~65,868~~98,802, and $9,544 and $~~19,088~~28,632, respectively.

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 at then-current market rates. The equipment leases are non-renewable as the Company owns the equipment at the end of the lease period, for a nominal amount.

15

In May 2023, the Company executed a new office lease for 2,978 square feet, starting July 1, 2023 for its executive offices. The lease term runs through the end of December 2026. The Company recognized an initial operating lease right-of-use asset of $271,396 and an operating lease liability of $271,396. Due to the simplistic nature of the Company’s leases, no retained earnings adjustments were required. No amortization of this operating lease right-of-use asset was taken during the three and nine months ended July 31, 2023 and 2022, however, the Company did recognize right-of-use asset amortization for other office leases in the amount of $12,345 and $38,032, and $13,716 and $42,256 for the three and nine months ended July 31, 2023 and 2022, respectively.
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 April 30, 2023 October 31, 2022 Balance Sheet Location July 31, 2023 October 31, 2022
Assets
Noncurrent:
Operating Right-of-use asset – operating lease $ 251,694 $ 277,381 Right-of-use asset – operating lease $ 510,745 $ 277,381
Finance Property and equipment, net 53,809 74,324 Property and equipment, net 43,552 74,324
Total Lease Assets $ 305,503 $ 351,705 $ 554,297 $ 351,705

Liabilities
Current:
Operating Operating lease liabilities $ 47,487 $ 50,055 Operating lease liabilities $ 125,863 $ 50,055
Finance Finance lease liabilities 65,461 62,979 Finance lease liabilities 66,403 62,979
Noncurrent:
Operating Operating lease liabilities 204,207 227,326 Operating lease liabilities 384,882 227,326
Finance Finance lease liabilities 45,592 78,955 Finance lease liabilities 28,756 78,955
Total Lease Liabilities $ 362,747 $ 419,315 $ 605,904 $ 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 Six Months Ended April 30, Statements of Operations Nine Months Ended July 31,
Location 2023 2022 Location 2023 2022
Operating lease expense General and administrative expense $ 102,517 $ 28,540 General and administrative expense $ 149,203 $ 53,218
Finance lease expense:
Interest on lease liability Interest expense 5,800 7,382 Interest expense 7,797 10,630
Total Lease expense $ 108,317 $ 35,922 $ 157,000 $ 63,848

Minimum contractual obligations for the Company’s leases (undiscounted) as of ~~April 30,~~July 31, 2023 were as follows:
SCHEDULE OF MINIMUM CONTRACTUAL OBLIGATIONS OF LEASES
Operating Finance Operating Finance
Fiscal year 2023 $ 33,867 $ 35,784 $ 38,015 $ 17,892
Fiscal year 2024 67,734 65,387 161,045 65,387
Fiscal year 2025 67,734 12,803 163,903 12,803
Fiscal year 2026 67,734 5,150 166,761 5,150
Fiscal year 2027 67,734 - 84,608 -
Thereafter 180,619 - 180,619 -
Total Lease Payments $ 485,422 $ 119,124 $ 794,951 $ 101,232
Less Imputed interest (233,728 ) (8,071 ) (284,206 ) (6,073 )
Total lease liability $ 251,694 $ 111,053 $ 510,745 $ 95,159

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
July 31, 2023 July 31, 2022
Operating Leases Finance Leases Operating Leases Finance Leases
Weighted-average remaining lease term (in years) 5.3 1.61 7.9 2.5
Weighted-average discount rate ⁽¹⁾ 10.00 % 7.53 % 10.00 % 7.63 %
April 30, 2023 April 30, 2022
Operating Leases Finance Leases Operating Leases Finance Leases
Weighted-average remaining lease term (in years) 7.1 2.1 8.1 2.7
Weighted-average discount rate ⁽¹⁾ 10.00 % 7.57 % 10.00 % 7.63 %
⁽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.

16

The following table includes other quantitative information for the Company’s leases for the periods indicated:
SCHEDULE OF ~~CASHFLOW~~CASH FLOW INFORMATION RELATED TO LEASES
2023 2022
Six Months Ended April 30, Nine Months Ended July 31,
2023 2022 2023 2022
Cash paid for amounts included in measurement of lease liabilities
Cash payments for operating leases $ 51,258 $ 43,019 $ 111,100 $ 53,302
Cash payments for finance leases $ 30,881 $ 40,643 $ 46,775 $ 59,588

The Company recorded amortization of the operating lease right-of-use asset of $~~12,674~~12,345 and $~~25,687~~38,032, and $~~14,082~~13,716 and $~~28,540~~42,256 for the three and ~~six~~nine months ended ~~April 30,~~July 31, 2023 and 2022, respectively.

NOTE 7 – DEBT

The table below presents outstanding debt instruments as of ~~April 30,~~July 31, 2023 and October 31, 2022:
SCHEDULE OF OUTSTANDING DEBT INSTRUMENTS
April 30, 2023 October 31, 2022 July 31, 2023 October 31, 2022

Short Term
2021 Series convertible notes – related party
$
480,000
$
-
Total Short-Term Debt

480,000

-

Long Term
Unsecured 6% note payable – related party $ 767,288 $ 767,288 $ 767,288 $ 767,288
Unsecured 4% note payable – related party 1,221,958 1,221,958 1,221,958 1,221,958
2021 Series convertible notes – related party 480,000 480,000 - 480,000
2022 Series convertible notes 200,000 200,000 200,000 200,000
2023 Series convertible notes – stock settled 405,000 - 405,000 -
Discount 2023 Series convertible notes (69,944 ) - (67,160 ) -
2023 Series B convertible notes – stock settled 787,600 - 1,312,600 -
Discount 2023 Series B convertible notes (565,563 ) - (908,294 ) -
Total Long-Term Debt $ 3,226,339 $ 2,669,246 2,931,392 2,669,246
Total Debt
$
3,411,392
$
2,669,246

The table below presents the future maturities of outstanding debt obligations as of ~~April 30,~~July 31, 2023:
SCHEDULE OF FUTURE MATURITIES OUTSTANDING DEBT OBLIGATIONS

Fiscal year 2023 $ - $ -
Fiscal year 2024 480,000 480,000
Fiscal year 2025 - -
Fiscal year 2026 1,989,246 1,989,246
Fiscal year 2027 200,000 200,000
Fiscal year 2028 1,192,600 1,717,600
Total $ 3,861,846 $ 4,386,846

Unsecured 6% Note Payable Related Party

Interest expense on this note was $~~11,225~~11,604 and $~~22,829~~34,433, and $~~11,225~~11,604 and $~~22,829~~34,433 for the three and ~~six~~nine months ended ~~April 30,~~July 31, 2023 and 2022, respectively. Accrued interest on this note was $~~114,904~~126,509 and $92,076 as of ~~April 30,~~July 31, 2023 and October 31, 2022, respectively.

Unsecured 4% Note Payable - Related Party

Interest expense on this note was $~~11,918~~12,320 and $~~24,238~~36,558, and $~~11,917~~12,320 and $~~24,238~~36,558 for the three and ~~six~~nine months ended ~~April 30,~~July 31, 2023, and 2022, respectively. Accrued interest on this note was $~~121,995~~134,314 and $97,756 as of ~~April 30,~~July 31, 2023 and October 31, 2022, respectively.

2021 Series Convertible Notes - Related Party

The remaining principal balance outstanding on the 2021 Series Convertible notes amounted to $480,000 and $480,000 as of ~~April 30,~~July 31, 2023 and October 31, 2022, respectively. The note matures on July 31, 2024. During the three and ~~six~~nine months ended ~~April 30,~~July 31, 2023 and 2022, the Company recorded $~~5,852~~6,050 and $~~11,901~~17,951, and $~~9,095~~6,049 and $~~19,178~~25,227, respectively, in interest expense. As of ~~April 30,~~July 31, 2023 and October 31, 2022, accrued, but unpaid, interest on these notes was $~~41,885~~47,934 and $29,983, respectively.

17

Senior Secured Convertible Note Payable

The outstanding balance of the note was $0 and $0 as of ~~April 30,~~July 31, 2023 and October 31, 2022, respectively. Accrued interest recorded as of ~~April 30,~~July 31, 2023 and October 31, 2022, amounted to $0 and $0 respectively. Interest expense was $0 and $0, and $~~9,041~~0 and $46,849 for the three and ~~six~~nine months ended ~~April 30,~~July 31, 2023 and 2022, respectively.

2022 Series Convertible Notes

During the three and ~~six~~nine months ended ~~April 30,~~July 31, 2023 and 2022, the Company recorded $~~2,438~~2,521 and $~~4,959~~7,480, and $0685 and $0685 in interest expense on these notes, respectively. As of ~~April 30,~~July 31, 2023 and October 31, 2022, the Company had accrued $~~4,466~~10,685 and $3,205, respectively, in interest on these notes.

2023 Series Convertible Notes – Stock Settled

On January 6, 2023, the Company sold $405,000 of its 8%, 2023 Series Convertible Notes - Stock Settled (the “January 2023 Notes”) and common stock purchase warrants (“January 2023 Warrants”) to five investors.

On various dates during March and April 2023, the Company sold $787,600 of its 8%, 2023 Series B Convertible Notes - Stock Settled (the “March 2023 Notes”) and common stock purchase warrants (“March 2023 Warrants”) to six investors.
On various dates during June and July 2023, the Company sold $525,000 of its 8%, 2023 Series B Convertible Notes - Stock Settled (the “June 2023 Notes”) and common stock purchase warrants (“June 2023 Warrants”) to three investors.

The sale and purchase were made through a Convertible Note and Warrant Purchase Agreement (“Purchase Agreement”) entered into with each investor. The Company followed the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) ASC 480 “Distinguishing Liabilities from Equity” to account for the stock settled debt and ASC 815 “Derivatives and Hedging” to account for the derivative related to the notes and also to determine the number of warrants to be issued at the time of the issuance of the January 2023 Notes, March 2023 Notes, or the ~~March~~June 2023 Notes.

~~Both~~Each of the January 2023 Notes, March 2023 Notes, and ~~the March~~June 2023 Notes bear interest at the rate of eight per cent per annum and are payable solely in shares of the Company’s common stock. ~~Both~~Each of the January 2023 Notes, March 2023 Notes, and ~~the March~~June 2023 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 either the January 2023 Notes, March 2023 Notes, or ~~the March~~June 2023 Notes involving the sale of the Company’s equity securities primarily for capital raising purposes resulting in gross proceeds to the Company of at least $5 million. Upon completion of a Qualified Financing, each of the January 2023 Notes, March 2023 Notes, and ~~March~~June 2023 Notes is convertible into the securities issued in such financing (the “Qualified Financing Securities”) in an amount determined by dividing (i) the outstanding principal on the January 2023 Notes, March 2023 Notes, or ~~March~~June 2023 Notes plus all accrued interest by (ii) the lessor of (x) the “Discounted Qualified Financing Price” and (y) the “Capped Price.” In the event of a change in control or default, voluntary conversion or upon maturity, each of the January 2023 Notes, March 2023 Notes, and ~~March~~June 2023 Notes is convertible into that number of shares of the Company’s common stock that equals (i) the outstanding principal amount of each of the January 2023 Notes, or March 2023 Notes, and June 2023 Notes plus any accrued but unpaid interest, divided by (ii) the Capped Price.

18
The Discounted Qualified Financing Price is defined as the per share price at which the shares of the Qualified Financing Securities are sold in such Qualified Financing as determined for accounting purposes under GAAP, multiplied by 0.75. The Capped Price is the per share price implied by a fully-diluted (on an as-converted to common stock basis), pre-money valuation of $200,000,000 for the Company.

Each January 2023 Warrant issuable 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 January 2023 Note plus all accrued and unpaid interest thereon at the time of conversion multiplied by 0.25 by (ii) the quotient of the Discounted Qualified Financing Price divided by 0.75, or (B) in connection with a Change of Control, by dividing (i) the sum of the aggregate outstanding principal amount of the January 2023 Note plus all accrued and unpaid interest thereon at the time of the January 2023 Note’s conversion, by (ii) the Capped Price, subject to adjustment as set forth in the January 2023 Warrant. In each case, the January 2023 Warrants are exercisable at a price of $~~0.625~~16.25 per share (as adjusted for the July 2023, 1 to 26 reverse stock split) for a period of five years.

18
Each March 2023 Warrant and June 2023 Warrant issuable 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 March 2023 Note plus all accrued and unpaid interest thereon at the time of conversion by (ii) the quotient of the Discounted Qualified Financing Price divided by 0.75, or (B) in connection with a Change of Control, by dividing (i) the sum of the aggregate outstanding principal amount of the March 2023 Note or June 2023 Note plus all accrued and unpaid interest thereon at the time of the March 2023 Note’s or June 2023 Note’s conversion, by (ii) the Capped Price, subject to adjustment as set forth in the March 2023 Warrant or June 2023 Warrant. In each case, the March 2023 Warrants and June 2023 Warrants are exercisable at a price of $~~0.625~~16.25 per share for a period of five years.

Participation Rights. ~~Both~~Each of the January 2023 Notes, March 2023 Notes, and ~~March~~June 2023 Notes entitle the holder to purchase in a Qualified Financing an amount of Qualified Financing Securities (as defined above) up to 200% of the aggregate principal amount of either the January 2023 Note, ~~or the~~ March, 2023 Note, or June 2023 Notes, respectively, subscribed for by such holder in this Offering.

The Company contemplated ASC 480-10-30-7 related to the valuation of the embedded conversion feature contained in the January 2023 Notes, March 2023 Notes, and ~~March~~June 2023 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 January 2023 Notes, ~~and~~ March 2023 Notes, and June 2023 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 January 2023 Notes was $135,000, ~~and~~ the premium recognized at the inception of the March 2023 Notes was $262,533, and the premium recognized at the inception of the June 2023 Notes was $175,000.

The Company assessed the January 2023 Warrants, ~~and~~ March 2023 Warrants, and June 2023 first under ASC 480. Based on the attributes of the January 2023 Warrants, March 2023 Warrants, and ~~March~~June 2023 Warrants, the Company determined that ~~the January 2023 Warrants and March 2023 Warrants~~each are outside of the scope of ASC 480 and proceeded to assess ~~the January 2023 Warrants and March 2023 Warrants~~each under ASC 815 to determine if ~~the January 2023 Warrants and March 2023 Warrants~~any 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 January 2023 Warrants, March 2023 Warrants, and ~~March~~June 2023 Warrants are not the inputs per 815-40-15-7E, ~~the January 2023 Warrants and March 2023 Warrants~~none 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. At issuance, the Company recorded a warrant liability related to the January 2023 Warrants of $73,213, which amount is remeasured at fair market value at the end of each reporting period. The combination of the premium related to the conversion feature of $135,000 and the warrant liability of $73,213 resulted in the recognition of a debt discount of $208,213 at issuance of the January 2023 Notes and January 2023 Warrants. Further, at issuance of the March 2023 Warrants, the Company recorded a warrant liability of $568,574, which is remeasured at fair market value at the end of each reporting period. The combination of the premium related to the conversion feature of $262,533 and the warrant liability of $568,574 resulted in the recognition of a debt discount of $831,108 at issuance of the March 2023 Notes and March 2023 Warrants. Lastly, at issuance of the June 2023 Warrants, the Company recorded a warrant liability of $354,810, which is remeasured at fair market value at the end of each reporting period. The combination of the premium related to the conversion feature of $175,000 and the warrant liability of $354,180 resulted in the recognition of a debt discount of $529,810 at issuance of the June 2023 Notes and June 2023 Warrants.
19

The combination of the $135,000 premium associated with the conversion feature of the January 2023 Notes and the $208,213 discount associated with the January 2023 Warrants results in a net discount of $73,213 that is accreted over five years utilizing the effective interest method. The effective interest rate for both the three and ~~six~~nine months ended ~~April 30,~~July 31, 2023 is 13.0%. During the three and ~~six~~nine months ended ~~April 30,~~July 31, 2023, the Company recorded accretion expense of $~~2,611~~2,784 and $~~3,269~~6,052, respectively, and a gain on the fair value of the warrant liability of $~~136~~5,871 and $~~187~~6,057, respectively, with no comparable amounts in the prior periods.

The combination of the $262,533 premium associated with the conversion feature of the March 2023 Notes and the $831,108 discount associated with the March 2023 Warrants results in a net discount of $568,574 that is accreted over five years utilizing the effective interest method. The effective interest rate for the three and nine months ended ~~April 30,~~July 31, 2023 is 44.6%. During the three and nine months ended ~~April 30,~~July 31, 2023, the Company recorded accretion expense of $~~3,111~~9,073 and $12,083, respectively, and a gain on the fair value of the warrant liability of $45,667 and $46,187, respectively, with no comparable amounts in the prior period.
19
The combination of the $175,000 premium associated with the conversion feature of the June 2023 Notes and the $529,810 discount associated with the June 2023 Warrants results in a net discount of $354,810 that is accreted over five years utilizing the effective interest method. The effective interest rate for the three months ended July 31, 2023 is 39.5%. During the three months ended July 31, 2023, the Company recorded accretion expense of $3,007 and a gain on the fair value of the warrant liability of $~~520~~6,596 with no comparable amounts in the prior period.

During the three and ~~six~~nine months ended ~~April 30,~~July 31, 2023 the Company recorded $~~7,900~~8,167 and $~~9,907~~18,074 in interest expense on the January 2023 Notes, respectively. During the three and ~~six~~nine months ended ~~April 30,~~July 31, 2023, the Company recorded $~~5,552~~15,880 and $~~5,552~~21,432 in interest expense on the March 2023 Notes, respectively. During the three and nine months ended July 31, 2023, the Company recorded $4,964 and $4,964 in interest expense on the June 2023 Notes, respectively. As of ~~April 30,~~July 31, 2023 and October 31, 2022, the Company had accrued $~~9,907~~18,074 and $0, respectively, in interest on the January 2023 Notes. As of ~~April 30,~~July 31, 2023 and October 31, 2022, the Company had accrued $~~5,552~~21,432 and $0, respectively, in interest on the March 2023 Notes. As of July 31, 2023 and October 31, 2022, the Company had accrued $4,964 and $0, respectively, in interest on the June 2023 Notes.

NOTE 8– STOCKHOLDERS’ EQUITY

Preferred Stock

The Company has authorized 5,000,000 shares of $0.001 par value Preferred Stock, of which 250,000 were designated as Series A Convertible Preferred Shares. As of ~~April 30,~~July 31, 2023 and October 31, 2022, 0 and 0 shares of Series A Convertible Preferred Stock were issued and outstanding.

Activity for the ~~six~~nine months ended ~~April 30,~~July 31, 2023

There were no sales or grants of preferred shares during the ~~six~~nine months ended ~~April 30,~~July 31, 2023.

Activity for the ~~six~~nine months ended ~~April 30,~~July 31, 2022

There were no sales of Series A Convertible Preferred Shares during the ~~six~~nine months ended ~~April 30,~~July 31, 2022.

On March 31, 2022, the holders of all 136,059 shares of Series A Convertible Preferred Stock outstanding converted those shares into ~~14,806,028~~569,463 shares of Common Stock of the Company at $~~0.25~~6.50 ~~cents~~ per share. As of ~~April 30,~~July 31, 2022, there were no Series A Convertible Preferred Shares outstanding.

Dividend

The holders of the Series A Convertible Preferred Shares were entitled to receive dividends at an annual rate of 8% based on the stated value per share, payable when declared by the issuance of Company common stock at $~~0.25~~6.50 per share. Dividends were cumulative from the date of the final closing of the private placement, whether or not, in any dividend period or periods, the Company had assets legally available for the payment of such dividends. Accumulations of dividends on shares of Series A Convertible Preferred Shares do not bear interest. Dividends are payable upon declaration by the Board of Directors. All accrued but unpaid dividends were paid when the Preferred Stock was converted in March 2022.

20

Cumulative dividends earned as of ~~April 30,~~July 31, 2023 and 2022 are set forth in the table below:
SCHEDULE OF CUMULATIVE DIVIDENDS
Stockholders at
Period End Accumulated
Dividends Stockholders at
Period End Accumulated
Dividends
Balance at October 31, 2021 35 $ 173,496              35 $             173,496
Issued - 126,542 - 126,542
Converted (35 ) (300,038 ) (35 ) (300,038 )
Balance at April 30, 2022 - $ -
Balance at July 31, 2022 - $ -

Balance at October 31, 2022 - $ - - $ -
Issued - - - -
Converted - - - -
Balance at April 30, 2023 - $ -
Balance at July 31, 2023 - $ -

Common Stock

On June 23, 2023, the Board of Directors of the Company approved the Reverse Stock Split of the Company’s (a) authorized shares of Common Stock; and (b) issued and outstanding shares of Common Stock, which became effective on July 6, 2023.
As of ~~April 30,~~July 31, 2023, the Company had authorized ~~500,000,000~~19,230,770 shares of $0.001 par value common stock. As of ~~April 30,~~July 31, 2023 and October 31, 2022, ~~115,160,180~~4,430,545, and ~~115,160,180~~4,430,545 shares were issued and outstanding, respectively.
There were no grants of common shares during the ~~six~~nine months ended ~~April 30,~~July 31, 2023.

Activity for the ~~six~~nine months ended ~~April 30,~~July 31, 2022

On February 22, 2022, the Company issued ~~3,712,500~~142,788 Common Shares at $~~1.00~~26.00, in connection with the conversion of the Senior Secured Convertible Note Payable in the amount of $3,000,000 along with accrued interest of $17,157. The Company recorded a loss of $695,342 in connection with the conversion of the note.

On March 31, 2022, the Company issued ~~14,806,028~~569,463 Common Shares at $~~0.25~~6.50 in connection with the conversion of 136,059 shares of Series A Convertible Preferred Stock.

On April 15, 2022, the Company issued ~~310,561~~11,945 Common Shares in connection with the conversion of $300,000 in principal together with $10,562 in accrued interest of a 2021 Series Note held by the then Chief Executive Officer of the Company Dr. Jack Zamora. The Common Shares were issued at $~~1.00~~26.00 per share.

On April 15, 2022, the Company issued ~~20,704~~796 Common Shares in connection with the conversion of $20,000 in principal together with $704 in accrued interest of a 2021 Series Note. The Common Shares were issued at $~~1.00~~ 26.00per share.

Stock-Based Compensation

There were no grants of stock purchase options during the ~~six~~nine months ended ~~April 30,~~July 31, 2023.

Activity for the ~~six~~nine months ended ~~April 30,~~July 31, 2022

On March 1, 2022, the Company issued ~~350,000~~13,460 stock purchase options to an employee and a consultant to the Company. The options are exercisable at $~~0.50~~26.00 per share. Options granted on March 1, 2022, vest as follows ~~60,000~~2,306 of the total issued vested at the date of grant, ~~48,333~~3,718 of the total issued vest on each anniversary date until fully vested. The options are exercisable for a period of ten years.

On July 6, 2022, the Company issued 192,307 stock purchase options to the newly appointed Chief Executive Officer of the Company. The options are exercisable at $26.00 per share and vest as follows: 38,461 vested at the date of grant and 38,461 vest on each anniversary date so long as the executive remains affiliated with the Company. The options are exercisable for a period of ten years.
Grants during the ~~six~~nine months ended ~~April 30,~~July 31, 2022, were all considered to be non-qualified.

21

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 FAIR VALUE OPTIONS ASSUMPTIONS
~~April 30,~~July 31, 2023 ~~April 30,~~July 31, 2022
Risk-free interest rate - 1.67%-2.99 %
Dividend yield - 0.00
Volatility factor - 195%-198 %
Weighted average expected life - 10

The table below presents option activity for the ~~six~~nine months ended ~~April 30,~~July 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
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 $ 1,395,000 1,085,769 $ 8.18 7.56 $ 1,395,000
Options exercised - - - - - - - -
Options granted 350,000 0.50 9.97 175,000 205,767 26.00 9.91 2,675,000
Options expired - - - - - - - -
Options forfeited (20,000 ) (0.50 ) (9.26 ) (10,000 ) (167,460 ) (13.00 ) (8.9 ) (2,247,140 )
Balance at April 30, 2022 28,560,000 $ 0.32 7.54 $ 19,420,800
Balance at July 31, 2022 1,124,076 $ 10.79 7.89 $ 19,420,800

Balance at October 31, 2022 29,226,000 0.32 7.64 19,873,680 1,124,076 10.79 7.64 19,873,680
Options exercised - - - - - - - -
Options granted - - - - - - - -
Options expired - - - - - - - -
Options forfeited - - - - (1,922 ) (4.94 ) (6.42 ) -
Balance at April 30, 2023 29,226,000 $ 0.32 7.14 $ 19,873,680
Balance at July 31, 2023 1,122,154 $ 10.80 6.89 $ 19,873,680

Stock based compensation expense related to options for the three and ~~six~~nine months ended ~~April 30,~~July 31, 2023 and 2022 amounted to $~~393,510~~386,616 and $~~516,072~~902,688, and $~~302,785~~1,258,797 and $~~545,290~~1,804,087 respectively. As of ~~April 30,~~July 31, 2023 and October 31, 2022, ~~20,007,993~~808,000 and ~~19,101,327~~734,666 options were exercisable, respectively. Unrecognized compensation expense related to outstanding options amounted to $~~4,299,801~~3,897,397 and $~~5,086,039~~5,072,280 as of ~~April 30,~~July 31, 2023 and October 31, 2022, respectively.

Warrants

During the ~~six~~nine months ended ~~April 30,~~July 31, 2023 and 2022 the Company did not issue any warrants.

A summary of the Company’s common stock underlying the outstanding warrants as of ~~April 30,~~July 31, 2023 and ~~April 30,~~July 31, 2022 is as follows:
SCHEDULE OF COMMON STOCK UNDERLYING OUTSTANDING WARRANTS

Underlying
Number of
Shares
Average
Exercise
Price Weighted
Average
Life
Underlying
Number of
Shares
Average
Exercise
Price Weighted
Average
Life
Outstanding – October 31, 2021 13,605,856 $ 0.75 3.48 523,300 $ 19.50 3.32
Warrants A – Granted during the period - - - - - -
Warrants B – Granted during the period - - - - - -
Warrants A – Expired during the period - - - - - -
Warrants B – Expired during the period - - - - - -
Outstanding – April 30, 2022 13,605,856 $ 0.75 3.23
Outstanding – July 31, 2022 523,300 $ 19.50 2.57

Outstanding at October 31, 2022 13,605,856 0.75 2.48 523,300 19.50 2.32
Warrants A – Granted during the period - - - - - -
Warrants B – Granted during the period - - - - - -
Warrants A – Expired during the period (1,190,000 ) 0.50 - (74,623 ) 13.00 -
Warrants B – Expired during the period - - - - - -
Outstanding – April 30, 2023 12,415,856 $ 0.85 2.17
Outstanding – July 31, 2023 448,677 $ 20.58 1.89

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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 and an annual bonus of up to 100% of his base salary. In addition, Mr. Furman received ~~5,000,000~~192,307 options to purchase common stock at an exercise price of $~~0.50~~26.00 per common share. On July 6, 2022, ~~1,000,000~~38,461 of these options vested, with an additional ~~1,000,000~~38,461 options vesting on July 6 in each of the next four years so long as Mr. Furman remains affiliated with the Company.

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 and initially compensates Mr. Evans in the amount of $200,000 per annum. This compensation will be increased to $250,000 per annum at the time that the Company receives a financing of $10 million or more. In connection with the execution of the Consulting Agreement, stock options granted to Mr. Evans in connection with the execution of his employment agreement on November 30, 2020 shall continue to vest according to their initial terms.

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, which was subsequently increased to $200,000 per annum, for a term of five ~~years.~~years. In addition, Mrs. States is eligible to receive an annual bonus in the form of cash in the amount of up to 50% of her base salary in the discretion of the CEO and Board of Directors. The States Agreement shall renew in one-year periods unless either Mrs. States or the Company gives notice that the agreement will not be renewed with a 90-day notice.

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 per annum for a term of five years. In addition, Dr. Musick is eligible to receive an annual bonus in the form of cash in the amount of up to 100% of his base salary at the discretion of the CEO and the Board of Directors. Following expiration of the initial five-year term, the Musick Agreement renews in one-year periods unless either Dr. Musick or the Company gives notice that the agreement will not be renewed with a 90-day notice. In the event of a change in control, termination of his employment by the Company without cause or termination by Dr. Musick with good reason, the Company would be obligated to pay him certain severance payments.

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 November 20, 2022, the Company entered into a Mutual Release and Settlement Agreement with Dr. Zamora relating to his separation from the Company (the “Settlement Agreement”). Among other things, the Settlement Agreement provides that Dr. Zamora in not entitled to any additional compensation from the Company under the Zamora Agreement. See Note 10 for additional information relating to the Settlement Agreement.

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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 per annum for a term of five years. In addition, Mr. Haas is eligible to receive an annual bonus in the form of cash in the amount of up to 100% of his base salary payable at the discretion of the CEO and Board of Directors. Following the initial five-year term, the Nathan Haas Agreement would renew in one-year periods unless either Mr. Haas or the Company gave notice that the agreement would not be renewed with a 90-day notice.

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.~~Fitore at the time. The Company agreed to pay Mr. Haas a base salary of $135,000 per annum for a term of five years. In addition, Mr. Haas was eligible to receive an annual bonus in the form of cash in the amount of up to 100% of his base salary payable at the discretion of the CEO and Board of Directors. The Tanner Haas Agreement was to renew in one-year periods unless either Mr. Haas or the Company gave notice that the agreement would not be renewed with a 90-day notice. Effective June 30, 2022, Mr. Hass’ employment with Fitore was terminated. He iswas entitled to severance of one year’s salary, ~~to be~~ paid over the ensuing 12 months.

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.

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Accounts Receivable and Revenues

Dr. Zamora was also a significant customer of the Company in his capacity as a practicing physician. (See Note 9 for more information regarding Dr. Zamora.) As of ~~April 30,~~July 31, 2023 and October 31, 2022, Dr. Zamora owed the Company $0 and $0, respectively. During the three and ~~six~~nine months ended ~~April 30,~~July 31, 2023 and 2022, Dr. Zamora accounted for $015,750 and $~~18,000~~33,750, and $~~12,750~~0 and $30,500 in product sales, respectively. These sales amounts were 3% and 21% of total sales, respectively, for the ~~six~~nine months ended ~~April 30,~~July 31, 2023 and 2022.

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 ~~April 30,~~July 31, 2023 and October 31, 2022, the Company owes this entity $11,289 and $0, respectively, in past due rent. The rental rates charged to the Company, $5,645 per month, are consistent with commercial rental rates in the area.

As of ~~April 30,~~July 31, 2023 and October 31, 2022, the Company owed an entity controlled by Dr. Zamora $0 and $137,953, respectively, for goods and services paid for on behalf of the Company by the related entity. Amounts due to Dr. Zamora were relieved in November 2022 as part of the Settlement Agreement as described elsewhere herein.

As of ~~April 30,~~July 31, 2023 and October 31, 2022, the Company owed the former CEO of Fitore $~~22,500~~0 and $94,559 respectively, in severance pay and related taxes.

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 to the four former shareholders of Fitore. The notes earned interest at 5%, mature on July 31, 2024 and are convertible, at the holder’s option, at $~~1.00~~26.00 per common share. On October 22, 2021, the holder of $200,000 of the convertible notes converted the note and accrued but unpaid interest into four Series A Preferred Stock units. On April 15, 2022, the holders of $320,000 of the convertible notes converted the notes and accrued but unpaid interest into ~~331,266~~12,741 shares of common stock. The remaining principal balance outstanding on the 2021 Series Convertible notes amounted to $480,000 and $480,000 as of ~~April 30,~~July 31, 2023 and October 31, 2022, respectively. During the three and ~~six~~nine months ended ~~April 30,~~July 31, 2023 and 2022, the Company recorded $~~5,852~~6,050 and $~~11,901~~17,951, and $~~9,096~~6,050 and $~~19,178~~25,227, respectively, in interest expense related to these notes. As of ~~April 30,~~July 31, 2023 and October 31, 2022, accrued, but unpaid, interest on these notes was $~~41,885~~47,934 and $29,983, respectively.

NOTE 11 – SUBSEQUENT EVENTS

~~On June 5,~~We have evaluated events occurring subsequent to July 31, 2023 ~~the Company sold additional~~ 8~~% 2023 Series Convertible Notes - Share Settled (as described above, the “2023 Notes”) in an aggregate principal amount of $100,000~~and ~~common stock purchase warrants (as described above, the “March 2023 Warrants”) to one accredited investor for aggregate gross proceeds to the Company of $100,000~~note no events that would require disclosure.~~. The sale and purchase were made through a Convertible Note and Warrant Purchase Agreement (as described above, the “Purchase Agreement”) entered into with the investor.~~
~~On June 13, 2023, the Company sold additional~~ 8~~% 2023 Series Convertible Notes - Share Settled (as described above, the “2023 Notes”) in an aggregate principal amount of $325,000~~ ~~and common stock purchase warrants (as described above, the “March 2023 Warrants”) to one accredited investor for aggregate gross proceeds to the Company of $325,000. The sale and purchase were made through a Convertible Note and Warrant Purchase Agreement (as described above, the “Purchase Agreement”) entered into with the investor.~~

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

In the following discussion, “Vitro”.,” the “Company,” “we,” “our,” and “us” refer to Vitro BioPharma, Inc., and its subsidiaries, as the context requires.

The following discussion analyzes our operating results for the three and ~~six~~nine months ended ~~April 30,~~July 31, 2023 and compares those results to results for the three and ~~six~~nine months ended ~~April 30,~~July 31, 2022. The discussion below also analyzes our liquidity and capital resources as of ~~April 30,~~July 31, 2023 and material changes in those resources since the October 31, 2022. We suggest that you read the following information in conjunction with our unaudited consolidated financial statements for the three and ~~six~~nine months ended ~~April 30,~~July 31, 2023 and 2022 contained elsewhere in this Report and our audited consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K. Further, we encourage you to review the Special Note Regarding Forward-Looking Statements.

Overview

We are an innovative biotechnology company targeting autoimmune diseases and inflammatory disorders, with an ancillary focus in the research services and cosmeceutical fields. With respect to our regenerative medicine business, we are developing novel cellular therapeutic candidates intended to address significant unmet medical needs. In the United States, we are authorized to conduct two clinical trials under two FDA IND applications to assess the safety and efficacy of AlloRx Stem Cell therapy in PTHS and Long COVID, and expect to commence those trials ~~sometime~~ in late 2023 pending receipt of sufficient working capital. We generate revenue from our other technologies through a number of other activities, including ~~providing research services and~~ through the sale of our stem cell products as well as cosmeceuticals through InfiniVive MD, our wholly-owned subsidiary, which helps to alleviate our capital expenses.

Reverse Stock Split
On June 23, 2023, the Board of Directors of the Company approved a 1-for-26 reverse stock split (the “Reverse Stock Split”) of the Company’s (a) authorized shares of common stock; and (b) issued and outstanding shares of common stock.The Reverse Stock Split became effective upon acceptance of the Company’s filing of a Certificate of Change with the Secretary of State of the State of Nevada on July 6, 2023 (the “Effective Date”). On the Effective Date, the total number of shares of the Company’s common stock held by each stockholder was converted automatically into a number of whole shares of common stock equal to (i) the number of issued and outstanding shares of common stock held by such shareholder immediately prior to the Reverse Stock Split, divided by (ii) 26, with any resulting fractional shares being treated as discussed below. No fractional shares were issued in connection with the Reverse Stock Split. Instead, (a) holders of certificates or book-entry positions representing fewer than 26 shares of common stock prior to the Effective Date (who would otherwise be entitled to receive fractional shares) received cash in lieu of such fractional share interests, based upon an estimated fair value of $6.00 per whole share following the Reverse Stock Split, and (b) holders of certificates or book-entry positions representing more than 26 shares of common stock prior to the Effective Date (who would otherwise be entitled to receive fractional shares) received one additional whole share in lieu of any such fractional share interests.
Components of Operating Results

Revenue
We generate revenue primarily from our proprietary products and technologies, including through supplying AlloRx Stem Cells, CAFs, native fibroblasts and other stem cell products and technologies developed by us. We have also ~~generate~~generated consulting revenue from the Joint Operating Agreement (as subsequently amended, the “JOA”) among the Company, European Wellness Biomedical Group (“European Wellness”), a multinational company based in Europe, and its U.S. subsidiary, Bio Peptides LLC (“BioPep”), however, deliverables under the JOA ~~have been~~were suspended since April 2023 pending discussions regarding amounts believed to be owed to us under the JOA for work already completed. If those discussions are unsuccessful, we may not be able to collect all of the amounts believed to be owed to us or the other amounts originally expected to be received by us under the JOA, which could have an adverse effect on our revenue, cash flow, operating results and financial condition. Furthermore, the JOA ~~is scheduled to terminate by~~expired in accordance with its ~~current~~ terms on July 31, ~~2023 and if those~~2023. While discussions are ~~unsuccessful, the JOA would~~ongoing, management does not ~~be expected~~currently expect our agreement with European Wellness to be renewed ~~or extended and would terminate in accordance with~~beyond its ~~terms.~~expiration date. Regardless of whether the agreement is renewed, however, we intend to continue to seek to recover all amounts believed to be owed to us under that agreement for work completed.

In addition, our acquisitions of InfiniVive MD, and to a lesser extent, Fitore, ~~also~~ provide us revenue through sales of topical cosmetic conditioned media and exosomes serums through InfiniVive MD and sales of dietary supplements, nutraceuticals and health products through Fitore. However, we expect that sales of Fitore products in the future will be limited, as we are currently selling such products solely from remaining inventory and with minimal marketing efforts, and do not anticipate manufacturing any additional Fitore products in the foreseeable future or at all. We also terminated the chief executive officer and all other employees of Fitore as of June 2022.

Selling, General and Administrative Expenses

Selling, General and Administrative (“SG&A”) expenses consist of salaries and other related costs, stock-based compensation, legal fees relating to corporate matters, other professional fees for accounting, auditing, tax and consulting services, insurance costs, travel expenses, and facility-related expenses.

We expect that our SG&A expenses will increase in the future as we expect to increase our headcount to support increased research and development activities relating to our clinical programs. We also expect to incur increased SG&A expenses associated with being a public company, including costs of accounting, audit, legal, regulatory and tax-related services associated with maintaining compliance with stock exchange and SEC requirements, director and officer insurance costs, and investor and public relations costs.
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Research and Development Expenses

All our research and development expenses to date have been incurred in connection with the discovery and development of our research products and product candidates. We expect our research and development expenses to increase significantly for the foreseeable future when we commence clinical trials and advance the pre-clinical and clinical development of our programs, including the conduct of our planned clinical trials.

Research and development expenses consist of personnel-related costs, including salaries, benefits, and non-cash stock-based compensation, external research and development expenses incurred under arrangements with third parties, laboratory supplies, costs to acquire and license technologies aligned with our goal of translating engineered cells to medicines, facility and other allocated expenses, including rent, depreciation, and allocated overhead costs, and other research and development expenses. Where appropriate, we will allocate our third-party research and development expenses on a program-by-program basis.

The successful development of product candidates is highly uncertain and subject to numerous risks and uncertainties.

Accordingly, at this time, we cannot reasonably estimate the nature, timing or costs required to complete the remaining development of any product candidates and to obtain regulatory approval for one or more of these product candidates.

Other Income and Expenses

Other income/expense consisted of interest expense on our outstanding debt.

Going Concern

Our consolidated financial statements contained in this Report have been prepared assuming that we will continue as a going concern, which contemplates the continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in our consolidated financial statements, we have an accumulated deficit as of ~~April 30,~~July 31, 2023 of ~~$25.3~~$26.2 million. We incurred net losses of approximately ~~$2.6~~$3.5 million and $6.9 million during the ~~six~~nine months ended ~~April 30,~~July 31, 2023 and the year ended October 31, 2022, respectively. We used cash in operating activities of ~~$1.6~~$2.0 million and ~~$1.2~~$1.4 million for the ~~six~~nine months ended ~~April 30,~~July 31, 2023 and 2022, respectively. We had a working capital deficit of approximately ~~$208,000~~$769,000 as of ~~April 30,~~July 31, 2023. These factors raise substantial doubt about our ability to continue as a going concern.

We have commenced the execution of our long-range business plan and efforts to generate additional revenue; however, our current cash position is not sufficient to support our daily operations for the next 12 months. Our ability to continue as a going concern is dependent upon our ability to raise additional funds through debt or equity financings and our ability to further implement our business plan and generate additional revenue.

The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.
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Results of Operations

The following table summarizes our operating results for the three months ended ~~April 30,~~July 31, 2023 and 2022:

Three Months Ended April 30, Three Months Ended July 31,
2023 2022 2023 2022

Product sales $ 307,843 $ 1,039,718 $ 561,490 $ 665,841
Product sales, related parties - 12,750 15,750 -
Total revenue 307,843 1,052,468 577,240 665,841
Less: Cost of goods sold (62,634 ) (138,015 ) (96,815 ) (138,189 )
Gross profit 245,209 914,453 480,425 527,652
Selling, general and administrative expenses (1,537,181 ) (1,442,060 ) (1,486,866 ) (2,222,487 )
Research and development (66,447 ) (65,471 ) (33,146 ) (79,071 )
Impairment expense - (914,091 )
Interest expense (56,937 ) (46,970 ) (81,976 ) (37,994 )
Loss on conversion of senior secured note payable - (695,342 )
Other project income, net 191,746 -
Unrealized Gain on Derivative/Warrant liability 656 - 58,133 -
Net Loss $ (1,414,700 ) $ (1,335,390 ) $ (871,684 ) $ (2,725,991 )
Deemed dividend on convertible preferred stock - (744,665 )
Cumulative convertible preferred stock dividend requirement - (68,033 )
Net Loss to Common Stockholders $ (1,414,700 ) $ (2,148,088 )

Net Loss

We recorded a net loss of ~~$1,414,700~~$871,684 in the three months ended ~~April 30,~~July 31, 2023, ~~an increase~~a decrease of ~~$79,310~~$1,854,307 from the three months ended ~~April 30,~~July 31, 2022, or 6%68%. The ~~increased~~decreased loss in the three months ended ~~April 30,~~July 31, 2023 was due ~~a 71% drop~~primarily to an impairment expense of $914,091 that was recorded in ~~product sales revenue primarily attributable to diminished sales of research~~the three months ended July 31, 2022 and ~~development products, as discussed further below.~~no corresponding cost in the three months ended July 31, 2023. In addition, there were ~~increases~~decreases in selling, general and administrative (“SG&A”) expenses in the three months ended ~~April 30,~~July 31, 2023, as discussed further below. Interest expense increased during the three months ended ~~April 30,~~July 31, 2023 due to the issuance of the 8% 2023 Series and 2023 Series B notes. ~~In the three months ended April 30, 2022, we incurred a loss on conversion of senior secured note payable.~~ We expect to continue reporting losses until such time, if ever, we can improve the operation of our newly acquired subsidiaries and/or commercialize one or more of our product candidates and generate sales sufficient to offset our operating costs and expenses and interest expenses.

Product Sales
Total revenue in the three months ended July 31, 2023 decreased by $88,601, or 13%, from the three months ended July 31, 2022. The decrease is attributable to the factors described below, primarily reduced sales of AlloRx Stem Cells to foreign third-party clinics. Our revenue is generated by sales of research products, sales of AlloRx Stem Cells to foreign third-party clinics and medical centers, consulting revenue and sales from our subsidiaries, InfiniVive MD and Fitore, There was no consulting revenue recognized in the three months ended July 31, 2023 or 2022.
During the three months ended July 31, 2023 and 2022, research and development product sales were $284,306 and $189,745, respectively, an increase in the three months ended July 31, 2023 of $94,561, or 50%. The increase was attributable to biopharmaceutical institutions, university research labs and clinics purchasing more CAFs and native fibroblasts in the three months ended July 31, 2023. CAFs and native fibroblasts are used by such institutions for stem cell research and the development of advanced immunotherapy of cancer, and our sales to such institutions are generally completed on a purchase order basis and without minimum purchase obligations. As a result, sales volumes in a particular period may fluctuate based on the number of research programs then being pursued by such institutions.
Sales of AlloRx Stem Cells to foreign third-party clinics for the three months ended July 31, 2023 and 2022 were $217,991 and $432,000 respectively, a decrease of $214,009, or 50%. The decrease is attributable to diminished sales volumes, as third-party clinics for which we supply AlloRx Stem Cells treated less patients during the three months ended July 31, 2023. Despite the decrease, we expect AlloRx Stem Cell sales internationally to increase over the next year as these products expand into additional foreign third-party clinics and medical centers and our current foreign third-party clinics and medical center customers increase their total monthly patients as international travel continues to pick back up.
For the three months ended July 31, 2023 and 2022, InfiniVive MD revenue amounted to $60,159 and $0, respectively. The increase was attributable to the temporary respite in sales of InfiniVive MD products in the three months ended July 31, 2022 while we conducted an investigation into the potential improper administration of this product by medical professionals that have purchased this product directly from us or via distribution from other medical professionals. Upon completion of the investigation, it was determined that InfiniVive MD’s Exosome Serum was not being misused or misapplied and, following discussion with our legal advisors specializing in regulations relevant to the sale of our products, we resumed sales of InfiniVive MD’s Exosome Serum. This voluntarily suspension of sales of InfiniVive MD’s Exosome Serum in the United States did not have a material impact on our operating results for fiscal year 2022.
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For the three months ended July 31, 2023 and 2022, Fitore product revenue amounted to $14,783 and $44,096, respectively. Fitore revenues were lower in the three months ended July 31, 2023 due to reduced efforts at marketing Fitore products, compared to the three months ended July 31, 2022. We are currently selling Fitore products solely from remaining inventory and with minimal marketing efforts, and do not anticipate manufacturing any additional Fitore products in the foreseeable future or at all. We expect that sales of Fitore products in the future will be limited.
Product Sales – Related Parties
Product sales to related parties are sales to the medical practice of Dr. Zamora, our former Chief Executive Officer. Such sales for the three months ended July 31, 2023 and 2022, were $15,750 and $0, respectively.
Cost of Goods Sold
Our cost of goods sold during the three months ended July 31, 2023 totaled $96,815 compared to $138,189 during the three months ended July 31, 2022, a decrease of $41,374, or 30%, resulting in gross profit of $480,425 and $527,652 for the three months ended July 31, 2023 and 2022, respectively. The gross profit percentages for the three months ended July 31, 2023 and 2022 were 83% and 79%, respectively. Cost of goods sold, as a percentage of product sales remained generally consistent for the three months ended July 31, 2023 and 2022. The overall decrease in gross profit in the three months ended July 31, 2023 was primarily attributable to a decrease in revenue from product sales, as discussed above under “Product Sales.”
Selling, General and Administrative Expenses
SG&A expenses decreased from $2,222,487 in the three months ended July 31, 2022 to $1,486,866 in the three months ended July 31, 2023. This decrease of $735,621 or 33% was primarily due to a decrease in stock-based compensation of $872,181 and reductions in advertising expense of $62,846, partially offset by increases in other expense items, such as directors’ and officers’ insurance $47,919 and professional fees $118,284.
Research and Development
Research and development expenses for the three months ended July 31, 2023 and 2022 were $33,146 and $79,071, respectively, a decrease of $45,925 or 58%, as the Company continues working to identify additional indications for the study of AlloRx Stem Cell therapy and to prepare AlloRx Stem Cell therapy for future Phase 1/2a clinical trials for PTHS and Long COVID which have been authorized by the FDA. In the three months ended July 31, 2023, the Company primarily continued its efforts to prepare AlloRx Stem Cell therapy for future clinical trials. In the three months ended July 31, 2022, in addition to such preparation activities, significant testing was conducted, including to detect any contaminants, diseases and pathogens, for AlloRx Stem Cell therapy.
Interest Expense
Interest expense for the three months ended July 31, 2023 was $81,976, an increase of $43,982 from the interest expense for the three months ended July 31, 2022 of $37,994. This increase is related to the issuance of 8% convertible promissory notes (the “8% Convertible Notes”) at various dates between January 2023 through July 2023. The interest expense related to the remaining debt on our balance sheet of approximately $4.4 million is expected to be all non-cash interest expense.
Other Project Income, Net
As of July 31, 2023, upon the expiration of the JOA, the Company recognized $250,000 as other project income that was deemed as non-refundable by the JOA and offset by $58,254 in project related expenses. In accordance with ASC 606, the Company determined that it did not satisfy the performance obligations at a point in time (ASC paragraph 606-10-25-30) and did not recognize the aforementioned amount as revenue.
Unrealized Gain on Derivative/Warrant Liability
During the three months ended July 31, 2023, we issued 8% Convertible Notes in the aggregate principal amount of $525,000, bringing the total of such notes issued to $1,717,600. In connection with these notes, the Company recognized a Derivative/Warrant liability. At July 31, 2023, this liability was marked to market, resulting in an unrealized gain of $58,133.
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Results of Operations
The following table summarizes our operating results for the nine months ended July 31, 2023 and 2022:
Nine Months Ended July 31,
2023 2022

Product sales $ 1,170,364 $ 2,344,165
Product sales, related parties 33,750 30,500
Consulting revenue 25,000 500,000
Total revenue 1,229,114 2,874,665
Less: Cost of goods sold (225,960 ) (434,051 )
Gross profit 1,003,154 2,440,614
Selling, general and administrative expenses (4,445,217 ) (4,947,485 )
Research and development (106,426 ) (147,112 )
Interest expense (178,606 ) (159,697 )
Impairment expense - (914,091 )
Loss on conversion of senior secured note payable - (695,342 )
Other project income, net 191,746 -
Unrealized Gain on Derivative/Warrant liability 58,840 -
Net Loss $ (3,476,509 ) $ (4,423,113 )
Deemed dividend on convertible preferred stock - (793,175 )
Cumulative convertible preferred stock dividend requirement - (111,333 )
Net Loss to Common Stockholders $ (3,476,509 ) $ (5,327,621 )
Net Loss
We recorded a net loss of $3,476,509 in the nine months ended July 31, 2023, a decrease of $946,604 or 21% from the nine months ended July 31, 2022. The decreased loss in the nine months ended July 31, 2023 was due primarily to an impairment expense of $914,091 and a loss on conversion of a senior secured note payable of $695,342 that were each recorded in the nine months ended July 31, 2022 and no corresponding cost or loss on conversion in the nine months ended July 31, 2023, offset by a 49% reduction in product sales revenue attributable to diminished sales volumes in the nine months ended July 21, 2023, coupled with decreased consulting revenue, of which $500,000 was recognized in the nine months ended July 31, 2022, and only $25,000 in the nine months ended July 31, 2023. In addition, there was a modest decrease in selling, general and administrative expenses in the nine months ended July 31, 2023, as discussed further below. Interest expense increased during the nine months ended July 31, 2023 due to the issuance of new 8% Convertible Notes during 2023. We expect to continue reporting losses until such time, if ever, we can improve the operation of our newly acquired subsidiaries and/or commercialize one or more of our product candidates and generate sales sufficient to offset our operating costs and expenses and interest expenses.
Net Loss to Common Stockholders

In connection with the sale of the Series A Convertible Preferred Stock in Fiscal 2020 and 2021, we determined that there was an embedded conversion feature associated with the value of the beneficial conversion feature. The initial embedded conversion feature was initially determined to be $930,577. For the ~~three~~nine months ended April 30, 2022, the accretion of this embedded conversion feature was $744,665 and has been recorded as a deemed dividend. All of the Series A Convertible Preferred Stock was converted during the year ended OctoberJuly 31, 2022, so there was no corresponding accretion of dividend in the three months ended April 30, 2023. Including the deemed dividend on the Series A Convertible Preferred Stock for the three months ended April 30, 2022 and the cumulative dividend on that Preferred Stock, the net loss to common stockholders for that period was $2,148,088, or $0.02 per share.
~~Product Sales~~
Total revenue in the three months ended April 30, 2023 decreased by $744,625, or 71%, from the three months ended April 30, 2022. Our revenue is generated by sales of research products, sales of AlloRx Stem Cells to foreign third-party clinics and medical centers, consulting revenue and sales from our subsidiaries, InfiniVive MD and Fitore, There was no consulting revenue recognized in the three months ended April 30, 2023 or 2022.
During the three months ended April 30, 2023 and 2022, research and development product sales were $79,568 and $489,350, respectively, a decrease in the three months ended April 30, 2023 of $409,782, or 84%. The decrease was attributable to diminished sales volumes. Sales of AlloRx Stem Cells to foreign third-party clinics for the three months ended April 30, 2023 and 2022 were $164,830 and $390,109 respectively, a decrease of $225,279, or 58%.
~~For the three months ended April 30, 2023 and 2022, InfiniVive MD revenue amounted to $45,850 and $103,503, respectively.~~
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For the three months ended April 30, 2023 and 2022, Fitore product revenue amounted to $17,035 and $69,506, respectively. Fitore revenues were lower in the three months ended April 30, 2023 due to reduced efforts at marketing Fitore products, compared to the three months ended April 30, 2022. We are currently selling Fitore products solely from remaining inventory and with minimal marketing efforts.
For additional information regarding our product sales and management expectations, see “—Comparison of the Six Months Ended April 30, 2023 to the Six Months Ended April 30, 2022—Product Sales.”
~~Product Sales – Related Parties~~
Product sales to related parties are sales to the medical practice of Dr. Zamora, our former Chief Executive Officer. Such sales for the three months ended April 30, 2023 and 2022, were $0 and $12,750, respectively.
~~Cost of Goods Sold~~
Our cost of goods sold during the three months ended April 30, 2023 totaled $62,634 compared to $138,015 during the three months ended April 30, 2022, a decrease of $75,381, or 55%, resulting in gross profit of $245,209 and $914,453 for the three months ended April 30, 2023 and 2022, respectively. The gross profit percentages for the three months ended April 30, 2023 and 2022 were 80% and 87%, respectively. Cost of goods sold, as a percentage of product sales remained generally consistent for the three months ended April 30, 2023 and 2022. The overall decrease in gross profit in the three months ended April 30, 2023 was primarily attributable to a decrease in revenue from product sales, as discussed above under “Product Sales.”
~~Selling, General and Administrative Expenses~~
SG&A expenses increased from $1,537,181 in the three months ended April 30, 2022 to $1,442,060 in the three months ended April 30, 2023. This increase of $95,121 (7%) was due to an increase in legal fees of $101,823, an increase in consulting fees of $53,917, and an increase of $90,725 in stock-based compensation, partially offset by reductions in other expense items where work efforts were brought in-house or cost reductions were achieved, i.e. advertising ($56,321), accounting ($11,765), salaries ($20,046), supplies ($42,568) and shareholder relations ($10,541).
~~Research and Development~~
Research and development expenses for three months ended April 30, 2023 and 2022 were $66,447 and $65,471, respectively, as the company continues working to identify additional indications for the study of AlloRx Stem Cell therapy and to prepare AlloRx Stem Cell therapy for future Phase 1/2a clinical trials for PTHS and Long Covid which have been authorized by the FDA.
~~Interest Expense~~
Interest expense for the three months ended April 30, 2023 was $56,937, a increase of $9,967 from the interest expense for the three months ended April 30, 2022 of $46,970. This increase is related to the issuance of 8% convertible promissory notes (the “8% Convertible Notes”) at various dates between January 2023 through April 2023. The interest expense related to the remaining debt on our balance sheet of approximately $3.2 million is expected to be all non-cash interest expense.
~~Unrealized Gain on Derivative/Warrant Liability~~
During the three months ended April 30, 2023, we issued the 8% Convertible Notes in the aggregate principal amount of $787,600. In connection with these notes, the Company recognized a Derivative/Warrant liability. At April 30, 2023, this liability was marked to market, resulting in an unrealized gain of $656.
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~~Results of Operations~~
~~The following table summarizes our operating results for the six months ended April 30, 2023 and 2022:~~
Six Months Ended April 30,
2023 2022

Product sales $ 608,874 $ 1,678,324
Product sales, related parties 18,000 30,500
Consulting revenue 25,000 500,000
Total revenue 651,874 2,208,824
Less: Cost of goods sold (129,145 ) (295,862 )
Gross profit 522,729 1,912,962
Selling, general and administrative expenses (2,958,351 ) (2,724,998 )
Research and development (73,280 ) (68,041 )
Interest expense (96,630 ) (121,703 )
Loss on conversion of senior secured note payable - (695,342 )
Unrealized Gain on Derivative/Warrant liability 707 -
Net Loss $ (2,604,825 ) $ (1,697,122 )
Deemed dividend on convertible preferred stock - (793,175 )
Cumulative convertible preferred stock dividend requirement - (111,333 )
Net Loss to Common Stockholders $ (2,604,825 ) $ (2,601,630 )
~~Net Loss~~
We recorded a net loss of $2,604,825 in the six months ended April 30, 2023, an increase of $907,703 from the six months ended April 30, 2022, or 53%. The increased loss in the six months ended April 30, 2023 was due a 63% drop in product sales revenue attributable to diminished sales volumes, coupled with decreased consulting revenue, of which $500,000 was recognized in the six months ended April 30, 2022, and only $25,000 in the six months ended April 30, 2023. In addition, there was a modest increase in selling, general and administrative expenses in the six months ended April 30, 2023, as discussed further below. Interest expense decreased during the six months ended April 30, 2023 due to the conversion during the year ended October 31, 2022 of $3 million in senior convertible notes payable. We expect to continue reporting losses until such time, if ever, we can improve the operation of our newly acquired subsidiaries and/or commercialize one or more of our product candidates and generate sales sufficient to offset our operating costs and expenses and interest expenses.
~~Net Loss to Common Stockholders~~
In connection with the sale of the Series A Convertible Preferred Stock in Fiscal 2020 and 2021, we determined that there was an embedded conversion feature associated with the value of the beneficial conversion feature. The initial embedded conversion feature was initially determined to be $930,577. For the six months ended April 30, 2022, the accretion of this embedded conversion feature was $793,175 and has been recorded as a deemed dividend. All of the Series A Convertible Preferred Stock was converted during the year ended October 31, 2022, so there was no corresponding accretion of dividend in the ~~six~~nine months ended ~~April 30,~~July 31, 2023. Including the deemed dividend on the Series A Convertible Preferred Stock for the ~~six~~nine months ended ~~April 30,~~July 31, 2022 and the cumulative dividend on that Preferred Stock, the net loss to common stockholders for that period was ~~$2,601,630,~~$5,327,621, or ~~$0.03~~$1.32 per share.

Product Sales

Total product sales revenue in the ~~six~~nine months ended ~~April 30,~~July 31, 2023 decreased by ~~$1,069,450,~~$1,170,551, or ~~64%~~49%, from the ~~six~~nine months ended ~~April 30,~~July 31, 2022. The decrease is attributable to the factors described below, primarily reduced research and development product sales and reduced sales of AlloRx Stem Cells to foreign third-party clinics. Our revenue is generated by sales of research products, sales of AlloRx Stem Cells to foreign third-party clinics and medical centers, consulting revenue and sales from our subsidiaries, InfiniVive MD and Fitore.
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During the ~~six~~nine months ended ~~April 30,~~July 31, 2023 and 2022, research and development product sales were ~~$155,211~~$307,324 and ~~$787,419,~~$871,480, respectively, a decrease in the ~~six~~nine months ended ~~April 30,~~July 31, 2023 of ~~$632,208~~$564,156 or ~~80%~~65%. The decrease was attributable to ~~diminished~~biopharmaceutical institutions, university research labs and clinics purchasing less CAFs and native fibroblasts in the nine months ended July 31, 2023. CAFs and native fibroblasts are used by such institutions for stem cell research and the development of advanced immunotherapy of cancer, and our sales ~~volumes.~~to such institutions are generally completed on a purchase order basis and without minimum purchase obligations. As a result, sales volumes in a particular period may fluctuate based on the number of research programs then being pursued by such institutions. Although demand increased in the quarter ended July 31, 2023, we believe that demand in the first half of fiscal year 2023 was also impacted by strong sales of CAFs and native fibroblasts to such institutions in fiscal year 2022, as these institutions still had unused CAFs and native fibroblasts in their inventory.

Sales of AlloRx Stem Cells to foreign third-party clinics for the ~~six~~nine months ended ~~April 30,~~July 31, 2023 and 2022 were ~~$313,113~~$661,208 and ~~$545,700~~$1,089,341 respectively, a decrease of ~~$232,587~~$428,133 or ~~43%~~39%, again related to diminished sales ~~volumes. We~~volumes, as third-party clinics for which we supply AlloRx Stem Cells treated less patients during the nine months ended July 31, 2023. Despite the decrease, we expect AlloRx Stem Cell sales internationally to increase over the next year as these products expand into additional foreign third-party clinics and medical centers and our current foreign third-party clinics and medical center customers increase their total monthly patients.

For the ~~six~~nine months ended ~~April 30,~~July 31, 2023 and 2022, InfiniVive MD revenue amounted to ~~$120,900~~$183,148 and ~~$238,578,~~$232,021, respectively.The decrease was attributable to certified plastic surgeons, cosmetic surgeons, aestheticians and other medical professionals purchasing less InfiniVive MD products in the nine months ended July 31, 2023, as compared to the nine months ended July 31, 2022, resulting from less Company personnel and resources being devoted to marketing InfiniVive MD products in 2023 as compared to the same period in 2022.

For the ~~six~~nine months ended ~~April 30,~~July 31, 2023 and 2022, Fitore product revenue amounted to ~~$37,650~~$52,434 and ~~$137,127,~~$181,823, respectively. Fitore revenues were lower in the ~~six~~nine months ended ~~April 30,~~July 31, 2023 due to reduced efforts at marketing Fitore products, compared to the ~~six~~nine months ended ~~April 30,~~July 31, 2022. We are currently selling Fitore products solely from remaining inventory and with minimal marketing efforts, and do not anticipate manufacturing any additional products in the foreseeable future or at all. ~~In addition, we terminated the chief executive officer and all other employees of Fitore in June 2022; consequently, we~~We expect that sales of Fitore products in the future will be limited.

Product Sales – Related Parties

Product sales to related parties are sales to the medical practice of Dr. Zamora, our former Chief Executive Officer. Such sales for in the ~~six~~nine months ended ~~April 30,~~July 31, 2023 and 2022 were ~~$18,000~~$33,750 and $30,500, respectively.

Consulting Revenue

During the ~~six~~nine months ended ~~April 30,~~July 31, 2023 and 2022, our consulting revenue was derived from our ~~contract~~JOA with European Wellness, which expired in accordance with its terms on July 31, 2023, under which we agreed to assist in the discovery, development and commercialization of biological products related to regenerative medicine. During the ~~six~~nine months ended ~~April 30,~~July 31, 2022, we recognized $500,000 in revenue as we completed two milestones under the ~~contract.~~JOA. During the ~~six~~nine months ended ~~April 30,~~July 31, 2023, we recognized $25,000 in consulting revenue under this agreement. In addition to the revenue that was recognized, we recorded deferred revenue of $650,000 related to those services during the year ended October 31, 2022. During the ~~six~~nine months ended ~~April 30,~~July 31, 2023, we recorded an additional ~~$189,970~~$285,005 in deferred revenue related to ~~this agreement. Deferred revenue will be~~the JOA. As of July 31, 2023, upon the expiration of the JOA, the company recognized ~~if and when~~as other project income $250,000 that was deemed by the JOA as non-refundable, offset by $58,254 in project related ~~milestones under the contract are achieved.~~expenses, as further described below (see “–Other Project Income, Net”).

WePrior to the expiration of the agreement, we suspended deliverables under the agreement with European Wellness in April 2023 pending discussions regarding amounts believed to be owed to us under that agreement for work already completed. If those discussions are unsuccessful, we may not be able to collect all of the amounts believed to be owed to us or the other amounts originally expected to be received by us under the ~~JOA,~~agreement, which could have an adverse effect on our revenue, cash flow, operating results and financial condition. ~~In addition, if those~~While discussions are ~~unsuccessful,~~ongoing, management does not currently expect our ~~agreement~~JOA with ~~them, which is scheduled to terminate by its current terms on July 31, 2023, would not be expected~~European Wellness to be renewed ~~or extended and would terminate in accordance with~~beyond its ~~terms. If~~expiration date. Regardless of whether the ~~contract~~agreement is renewed, however, we intend to continue to seek to recover all amounts believed to be owed to us under that agreement for work completed. With the expiration of the JOA with European Wellness, ~~is not renewed or extended,~~ we expect our consulting revenue in the future will be limited unless and until an alternative consulting partnership or collaboration becomes available to us.

Cost of Goods Sold

Our cost of goods sold during the ~~six~~nine months ended ~~April 30,~~July 31, 2023 totaled ~~$129,145~~$225,960 compared to ~~$295,862~~$434,051 during the ~~six~~nine months ended ~~April 30,~~July 31, 2022, a decrease of ~~$166,717~~$208,091 or ~~56%~~48%, resulting in gross profit of ~~$522,729~~$1,003,154 and ~~$1,912,962~~$2,440,614 for the ~~six~~nine months ended ~~April 30,~~July 31, 2023 and 2022, respectively. The gross profit percentages for the ~~six~~nine months ended ~~April 30,~~July 31, 2023 and 2022 were ~~80%~~82% and ~~87%~~85%, respectively. Cost of goods sold, as a percentage of product ~~sale~~sales remained generally consistent for the ~~six~~nine months ended ~~April 30,~~July 31, 2023 and 2022. The overall decrease in gross profit in the ~~six~~nine months ended ~~April 30,~~July 31, 2023 was primarily attributable to a $475,000 decrease in consulting revenue for that period compared to the ~~same six~~nine months ended ~~April 30,~~July 31, 2022 as discussed above. Also contributing to the decrease in gross profit was a decrease in revenue from product sales, as discussed above under “Product Sales.”
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Selling, General and Administrative Expenses

SG&A expenses ~~increased~~decreased from ~~$2,724,998~~$4,947,485 in the ~~six~~nine months ended ~~April 30,~~July 31, 2022 to ~~$2,958,351~~$4,445,217 in the ~~six~~nine months ended ~~April 30,~~July 31, 2023. This ~~increase~~decrease of ~~$233,353 (9%~~$502,268 (10%) was primarily due to ~~an increase in legal fees of $383,432 and an increase in consulting fees of $56,642, offset by~~ a ~~reduction of approximately $29,000~~decrease in stock-based compensation of $901,399 and ~~reductions~~a decrease in ~~other expense items where work efforts were brought in-house or cost reductions were achieved, including advertising ($89,925), accounting ($23,064), public relations ($15,000),~~ supplies ~~($27,584) and shareholder relations ($19,208).~~costs of $56,949, offset by an increase of $525,294 in professional fees.

Research and Development

Research and development expenses for ~~six~~nine months ended ~~April 30,~~July 31, 2023 and 2022 were ~~$73,280~~$106,426 and ~~$68,401, respectively. The increase~~$147,112, respectively, a decrease of ~~$5,239 in~~$40,686, or 38%. In the ~~six~~nine months ended ~~April 30,~~July 31, 2023, ~~was attributable to additional~~the Company primarily continued its efforts ~~to identify possible additional indications for the study of AlloRx Stem Cell therapy and~~ to prepare AlloRx Stem Cell therapy for future ~~Phase 1/2a~~ clinical ~~trials~~trials. In the nine months ended July 31, 2022, in addition to such preparation activities, significant testing was conducted, including to detect any contaminants, diseases and pathogens, for ~~PTHS and Long Covid which have been authorized by the FDA.~~AlloRx Stem Cell therapy.

Interest Expense

Interest expense for the ~~six~~nine months ended ~~April 30,~~July 31, 2023 was ~~$96,930, a decrease~~$178,606, an increase of ~~$25,073~~$18,909 from the interest expense for the ~~six~~nine months ended ~~April 30,~~July 31, 2022 of ~~$121,703.~~$159,697. This ~~decrease results from the conversion of debt instruments~~increase is related to ~~equity. During the second quarter of the year ended October 31, 2022, we were able to convert approximately $3.3 million~~new 8% Convertible Notes issued in ~~debt into common stock.~~2023. The interest expense related to the remaining debt on our balance sheet of approximately ~~$3.1~~$4.4 million is expected to be all non-cash interest expense.
Other Project Income, Net
As of July 31, 2023, upon the expiration of the JOA with European Wellness the Company recognized $250,000 as other project income that was deemed as non-refundable by the JOA, offset by $58,254 in project related expenses. In accordance with ASC 606, the Company determined that it did not satisfy the performance obligations at a point in time (ASC paragraph 606-10-25-30) and did not recognize the aforementioned amount as revenue.

Unrealized Gain on Derivative/Warrant Liability

During the ~~six~~nine months ended ~~April 30,~~July 31, 2023, we issued ~~$1,192,600~~$1,717,600 of the 8% Convertible Notes. In connection with these notes, the Company recognized a Derivative/Warrant liability. At ~~April 30,~~July 31, 2023, this liability was marked to market, resulting in an unrealized gain of ~~$707.~~$58,840.

Liquidity and Capital Resources

Overview

Since our inception, we have incurred significant operating losses. We expect to incur significant expenses and operating losses as we advance the preclinical and clinical development of our programs. We expect that our sales, research and development, and general and administrative costs will increase in connection with conducting additional preclinical studies and clinical trials for our current and future programs and product candidates, expanding our intellectual property portfolio, and providing general and administrative support for our operations. As a result, we will need additional capital to fund our operations for the next twelve months and beyond, which we hope to obtain from additional equity or debt financings, collaborations, licensing arrangements, or other sources.

We currently have no credit facility or other committed sources of capital. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through other third-party funding, collaboration agreements, strategic alliances, licensing arrangements or marketing and distribution arrangements, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our drug development or future commercialization efforts or grant rights to develop and market products or product candidates that we would otherwise prefer to develop and market ourselves.

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In order to continue as a going concern, as well as to meet our operational goals, we will need to obtain additional capital in both the short and long term, which we will likely obtain through a variety of means, including through public or private equity, debt financings or other sources, including up-front payments and milestone payments from strategic collaborations. To the extent that we raise additional capital through the sale of convertible debt or equity securities, the ownership interest of our stockholders will be diluted, and the terms may include liquidation or other preferences that adversely affect the rights of our stockholders. Such financing may result in dilution to stockholders, imposition of debt covenants, increased fixed payment obligations or other restrictions that may affect our business. If we raise additional funds through up-front payments or milestone payments pursuant to strategic collaborations with third parties, we may have to relinquish valuable rights to our product candidates, or grant licenses on terms that are not favorable to us. In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans.

Working Capital

As of ~~April 30,~~July 31, 2023, we had a working capital deficit of approximately ~~$208,000,~~$769,000, comprised of current assets of ~~$2.6~~$3.3 million and current liabilities of ~~$2.9~~$4.1 million. The working capital at ~~April 30,~~July 31, 2023 decreased ~~$0.6~~$0.7 million from October 31, 2022, our prior fiscal year end. Cash was reduced from $0.7 million as of October 31, 2022 to $0.3 million at ~~April 30,~~July 31, 2023 as we used cash for operations and preparation for a proposed public offering of our securities.

During the ~~six~~nine months ended ~~April 30,~~July 31, 2023, we sold ~~$1,192,600~~$1,717,600 of 8% Convertible Notes as well as warrants to purchase our common stock for aggregate proceeds of ~~$1,192,600.~~$1,717,600. The 8% Convertible Notes are payable solely in shares of our common stock and are convertible upon the happening of certain events, including the completion of a “Qualified Financing.” The proceeds from the sale of the 8% Convertible Notes and the warrants has been and will be used for general corporate purposes. We continue efforts to raise capital for our ~~short term~~short-term liquidity and capital needs.
Subsequent to the six months ended April 30, 2023, we sold additional 8% Convertible Notes in an aggregate principal amount of $425,000 and common stock purchase warrants to one accredited investor for aggregate gross proceeds to the Company of $425,000. The sale and purchase were made through a Convertible Note and Warrant Purchase Agreement entered into with the investor.

As a result of our limited working capital position as of ~~April 30,~~July 31, 2023, we continue to rely on cash from outside sources to meet our liquidity requirements. Our need for liquidity and capital in the next 12 months include:

● advancing the clinical development of AlloRx Stem Cell therapy for the treatment of several indications;

● pursuing the preclinical and clinical development of other current and future research programs and product candidates;

● in-license or acquire the rights to other products, product candidates or technologies;

● maintain, expand and protect our intellectual property portfolio;

● hire additional personnel in research, manufacturing and regulatory and clinical development as well as management personnel;

● seek regulatory approval for any product candidates that successfully complete clinical development;

● expand our manufacturing capabilities;
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● expand our operational, financial and management systems and increase personnel, including personnel to support our operations as a public company; and
● pay our other administrative expenses.

We have filed a registration statement on Form S-1 with the SEC to register our securities for sale in a proposed underwritten public offering. If that offering is successful, we intend to use the proceeds to initiate and conduct one or more clinical trials of our AlloRx Stem Cell therapy, for preclinical activities for other possible treatments with AlloRx, and for working capital and other general corporate purposes. If we are successful in completing a public offering of our securities, including our common stock, and obtaining a market for that stock, we may realize additional capital through the exercise of outstanding common stock purchase warrants. However, that will depend on the warrants being “in the money,” in addition to having a market for our stock. We may also endeavor to raise additional capital through the sale of equity or debt in one or more non-public offerings. We do not anticipate commencing any clinical trials of our AlloRx Stem Cell therapy unless and until we receive substantial additional capital, as costs are estimated to be $4 million to $6 million to commence our contemplated Phase 1/2a clinical trials for PTHS and Long COVID, depending on whether we commence one or both trials.

Our significant contractual cash requirements as of July 31, 2023 primarily include payments for operating and finance lease liabilities and principal and interest on loans. Our current and long-term obligations related to these items are outlined in “Note 6—Lease Obligations,” and “Note 7—Debt,” of the Notes to our unaudited consolidated financial statements within this Report. Additionally, we may incur purchase obligations in the ordinary course of business that are enforceable and legally binding and enter into enforceable agreements to purchase goods or services that specify all significant terms, including fixed or minimum quantities to be purchased and fixed or estimated prices to be paid at the time of settlement. As of July 31, 2023, we had payments for lease, loan and other known contractual obligations of approximately $5.3 million, of which approximately $0.8 million are payable within 12 months as of July 31, 2023.
In addition to our other outstanding debt as further described in “Note 7—Debt” to our unaudited consolidated financial statements within this Report, we currently have outstanding a 5% Convertible Note in the original principal amount of $480,000 that is scheduled to mature in the next 12 months, on July 31, 2024. The note is convertible into our common stock at a price of $26.00 per share at the option of the holder and is subject to mandatory conversion in the event (i) our common stock is publicly traded, (ii) the common stock trades at a price of at least $3.00 per share for at least 20 days and the average daily trading volume during such 20 day period is at least 15,000 shares, and (iii) we either have an effective registration statement allowing for resale of the common stock free of any restrictions or the shares are eligible for sale without restriction by the holder upon conversion. There can be no assurance that such note will be converted into our common stock prior to the maturity date. Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, including such note, depends on our future performance and receipt of additional capital, which is subject to economic, financial, competitive and other factors beyond our control. Repayment of these obligations, even if we are able to obtain the requisite capital, would decrease the funds available to further our business plan.
Our working capital needs beyond the next 12 months include ongoing general and administrative expenses and research and development expenses, the latter of which are expected to increase if and when we commence one or more of our planned clinical trials. ~~Our~~In addition to our long-term debt obligations, our long-term capital requirements also include the cost of building a planned new cGMP biomanufacturing facility, which is estimated to cost approximately $1.0 to $3.0 million depending on the amount of anticipated production increase, available capital and manufacturing demands at that ~~time.~~time

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Because of the numerous risks and uncertainties associated with research, development and commercialization of our product candidates, it is difficult to estimate with certainty the amount of our working capital requirements. Our future funding requirements will depend on many factors, including:
● the progress, costs and results of our clinical trials for our programs for our cell-based therapies;
● the progress, costs and results of additional research and preclinical studies in other research programs we initiate in the future;
● the costs and timing of process development and manufacturing scale-up activities associated with our product candidates and other programs we advance through preclinical and clinical development;
● our ability to establish and maintain strategic collaborations, licensing or other agreements and the financial terms of such agreements;
● the extent to which we in-license or acquire rights to other products, product candidates or technologies; and
● the costs and timing of preparing, filing and prosecuting patent applications, maintaining and protecting our intellectual property rights and defending against any intellectual property-related claims.
Cash Flows

The following table summarizes our cash flows for the ~~six~~nine months ended ~~April 30,~~July 31, 2023 and 2022:

Six Months Ended April 30, Nine Months Ended July 31,
2023 2022 2023 2022

Net Cash Used in Operating Activities $ (1,607,374 ) $ (1,192,293 ) $ (1,966,899 ) $ (1,363,747 )
Net Cash Used in Investing Activities (44,163 ) (195,680 ) (160,289 ) (264,664 )
Net Cash provided by (Used in) Financing Activities 1,161,719 (771,233 ) 1,670,825 (1,056,945 )
Beginning Cash Balance 741,538 4,376,983 741,538 4,376,983
Ending Cash Balance $ 251,720 $ 2,217,777 $ 285,175 $ 1,691,627

Operating Activities

Net cash used in operating activities during the ~~six~~nine months ended ~~April 30,~~July 31, 2023 was ~~$1,607,374,~~$1,966,899, compared to ~~$1,192,293~~$1,363,747 during the ~~six~~nine months ended ~~April 30,~~July 31, 2022, representing an increase of ~~$415,081. This increase is primarily attributable to the significantly increased~~$603,152. The reduction in net loss induring the nine months ended July 31, 2023 ~~period.~~was offset by the lack of non-cash adjustments for impairment expense and loss on conversion of senior secured note payable that occurred during the nine months ended July 31, 2022.

Investing Activities

Cash used by investing activities during the ~~six~~nine months ended ~~April 30,~~July 31, 2023 was ~~$44,163~~$160,289 compared to ~~$195,680~~$264,664 in the ~~six~~nine months ended ~~April 30,~~July 31, 2022, representing a decrease in cash used of ~~$151,517.~~$104,375. We purchased ~~a small amount of~~ property and equipment and incurred some IP-related costs during the ~~six~~nine months ended ~~April 30,~~July 31, 2023, while there was a significant item of equipment purchased during the ~~six~~nine months ended ~~April 30,~~July 31, 2022.

Financing Activities

Cash provided by financing activities during the ~~six~~nine months ended ~~April 30,~~July 31, 2023 was ~~$1,161,719,~~$1,670,825, while cash used by financing activities during the ~~six~~nine months ended ~~April 30,~~July 31, 2022 was ~~$771,233.~~$1,056,945. During the ~~six~~nine months ended ~~April 30,~~July 31, 2023, we issued ~~$1,192,600~~$1,717,600 in 8% Convertible Notes and common stock purchase warrants, and made capital lease principal payments of ~~$30,881.~~$46,775. During the ~~six~~nine months ended ~~April 30,~~July 31, 2022, we made capital lease principal payments of $59,588 and revolving line of credit principal payments ~~totaling $40,643~~of $58,596 and incurred ~~$730,511~~$1,138,761 of deferred offering costs in connection with our proposed public offering.

3435

Critical Accounting Estimates

Our management’s discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, and expenses, and the disclosure of contingent assets and liabilities in our consolidated financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to stock-based awards and Goodwill and Other Intangible Assets. We base our estimates on historical experience, known trends and events, and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Of our policies, the following are considered the most critical to an understanding of our consolidated financial statements as they require the application of the most subjective and complex judgment, involving critical accounting estimates and assumptions impacting our consolidated financial statements. We have applied our policies and critical accounting estimates consistently across our businesses.

Stock-Based Compensation Expense

Stock-based compensation expense represents the cost of the grant date fair value of equity awards recognized over the requisite service period of the awards (usually the vesting period) on a straight-line basis. We estimate the fair value of equity awards using the Black-Scholes option pricing model and recognize forfeitures as they occur. Estimating the fair value of equity awards as of the grant date using valuation models, such as the Black-Scholes option pricing model, is affected by assumptions regarding a number of variables, including the risk-free interest rate, the expected stock price volatility, the expected term of stock options, the expected dividend yield and the fair value of the underlying common stock on the date of grant. Changes in the assumptions can materially affect the fair value and ultimately how much stock-based compensation expense is recognized. These inputs are subjective and generally require significant analysis and judgment to develop.

Estimating the Fair Value of Common Stock
When performing the fair value calculations using the Black-Scholes option pricing model, we are required to estimate the fair value of our common stock underlying our stock-based awards, which is the most subjective input into the Black-Scholes option pricing model. Because there has previously been no public market for our common stock, the fair value of our common stock underlying stock options has been determined on each grant date by the Board, with input from management, primarily by referencing arms-length transactions inclusive of our common stock underlying such transactions which occurred on or near the valuation date(s). In addition to an evaluation of arms-length transactions involving our common stock, the Board considered various objective and subjective factors to estimate the estimated fair value of our common stock, including:
● the estimated value of our securities both outstanding and anticipated;
● the anticipated capital structure, which will directly impact the value of the currently outstanding securities;
● our results of operations and financial position;
● the status of our research and development efforts;
● the lack of liquidity of our common stock as a private company;
● our stage of development and business strategy and the material risks related to our business and industry;
● external market conditions affecting the life sciences and biotechnology industry sectors;
● U.S. and global economic conditions;
● the likelihood of achieving a liquidity event for the holders of common stock, such as a public offering, or a sale of our Company, given prevailing market conditions; and
● the market value of comparable companies.
In determining the estimated fair value of our common stock for equity awards granted from August 2021 to February 2022, the Board primarily considered the then most recent independent third-party valuation obtained by the Company in connection with its acquisition of InfiniVive MD and Fitore on August 1, 2021, in addition to the subjective factors discussed above. After considering the independent third-party valuation and the other subjective factors discussed above, the Board determined valuations of our common stock of $4.94 per share as of August 1, 2021, and such valuations by the Board were used for the purposes of determining the stock-based compensation expense for all stock options and equity awards granted from August 2021 to February 2022. More recently, in determining the estimated fair value of our common stock underlying stock options and equity awards granted since February 22, 2022, the Board, with input from management and recognizing the arms-length nature of the transaction, primarily considered the holder’s election in February 2022 to voluntarily convert a Senior Secured Convertible Promissory Note into 142,788 shares of our common stock at the embedded conversion price of $26.00 per share pursuant to the terms of the Senior Secured Convertible Promissory Note. The Board also considered other pertinent information available to it at the time of the grants, including the subjective factors discussed above. After considering these factors, the Board determined valuations of our common stock of $26.00 per share as of March 1, 2022 and July 6, 2022, and such valuations by the Board were used for the purposes of determining the stock-based compensation expense for the options granted on each of March 1, 2022 and July 6, 2022. Stock based compensation expense related to options for the fiscal years ended October 31, 2022 and 2021 amounted to $2,197,597 and $2,040,617, respectively. Stock based compensation expense related to options for the three and nine months ended July 31, 2023 and 2022 amounted to $386,616 and $902,688, and $302,785 and $545,290 respectively.
The assumptions underlying these valuations represented management’s best estimate, which involved inherent uncertainties and the application of management’s judgment. As a result, if we had used different assumptions or estimates, the fair value of our common stock and our stock-based compensation expense could have been materially different.
Intangibles

Most of our identifiable intangible assets were recognized as part of business combinations we have executed in prior periods. Our identifiable intangible assets are considered definite life intangible assets and are comprised of, trademarks and trade names, customer relationships and patents. Definite life intangible assets are amortized using the straight-line method over their estimated period of useful life.

Our determination of the fair value of the intangible assets acquired involves the use of significant estimates and assumptions. We believe that the fair value assigned to the assets are based on reasonable assumptions and estimates that a market participant would use. Should conditions differ from management’s estimates at the time of the acquisition, including changes in volume or timing to current expectations of future revenue growth rates and forecasted margins, or changes in market factors outside of our control, such as discount rates, material write-downs of intangible assets may be required, which would adversely affect our operating results.

We monitor events and changes in circumstances that could indicate carrying amounts of intangible assets may not be recoverable. We review the carrying amounts of our intangible assets for potential impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment indicators may include any significant changes in the manner of our use of the assets or the strategy of our overall business, certain reorganization initiatives, significant negative industry or economic trends and significant decline in our share price for a sustained period.

3536

When such events or changes in circumstances occur, we compare the carrying amounts of the asset or assets groups with their respective estimated undiscounted future cash flows. If the asset or assets group are determined to be impaired, an impairment charge is recorded in the amount by which the carrying amount of the asset or assets group exceed their fair value.
Goodwill

Goodwill reflects the excess of the consideration transferred plus the fair value of any non-controlling interest in the acquiree at the acquisition date over the fair values of the identifiable net assets acquired. Goodwill is not amortized but rather is tested for impairment annually, or whenever events or circumstances present an indication of impairment.

Determining the fair value requires significant judgment, including judgments about the appropriate terminal growth rates, weighted average costs of capital and the amounts and timing of projected future cash flows. Fair value determinations are sensitive to changes in underlying assumptions, estimates, and market factors. Projected future cash flows are based on our most recent budget, forecasts and strategic plans as well as certain growth rate assumptions. ~~Potential changes in our costs and operating structure~~

We will continue to monitor the fair value to determine whether events and changes in circumstances such as further deterioration in the business climate or operating results, further significant decline in our share price, changes in management’s business strategy or downward changes of our cash flows projections, warrant further interim impairment testing.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements that can involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Report, including statements regarding our future results of operations and financial position, business strategy, prospective products, product approvals, research and development costs, future revenue, timing and likelihood of success, plans and objectives of management for future operations, future results of anticipated products and prospects, plans and objectives of management are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements contained in this Report include, but are not limited to, statements about:

● the ability of our clinical trials to demonstrate safety and efficacy of our product candidates, and other positive results;
● the timing of commencement and focus of our ongoing and future preclinical studies and clinical trials, and the reporting of data from those studies and trials;
● our expectations with regard to the results of our clinical studies, preclinical studies and research and development programs, including the timing for enrollment and the timing and availability of data from such studies;
● the size of the market opportunity for our product candidates, including our estimates of the number of patients who suffer from the diseases we are targeting;
37
● our expectations with regard to the timing of submission of an amended request for orphan drug designation (“ODD”) and the eligibility of Pitt-Hopkins or any other indications to qualify for ODD or any other regulatory incentives;
● our expectations with respect to entry into clinical trial agreements and other agreements with contract research organizations (“CROs”), potential collaborators and clinical trial sites for our preclinical studies and clinical trials;
● our ability to acquire, discover, develop and advance product candidates into, and successfully complete, clinical trials;
● developments and projections relating to our competitors and our industry and the success of competing therapies that are or may become available;
● the beneficial characteristics, safety, efficacy and therapeutic effects of our product candidates;
● our ability to obtain and maintain regulatory approval of our product candidates;
● our plans relating to the further development and commercialization of our product candidates, including additional disease states or indications we may pursue;
● our expectations regarding future sales of our other products, including MSC-Gro, and future ~~revenues from our agreement with European Wellness;~~consulting revenues;

● our expectations regarding our ability to renew our agreement with European Wellness and to collect amounts believed to be owed to us for work already completed under our JOA with European Wellness, which expired on July 31, 2023;
● the potential effects of public health crises, such as the COVID-19 pandemic, on our preclinical and clinical programs and business;
● existing regulations and regulatory developments in the United States and other jurisdictions;
● our plans and ability to obtain or protect intellectual property rights, including extensions of existing patent terms where available and our ability to avoid infringing the intellectual property rights of others;
● our ability to effectively manage our growth, including the need to hire additional personnel and our ability to attract, recruit and retain such personnel, and maintain our culture;
● our ability to fund the acquisition of fully automated closed system bioprocessing and other equipment and for the development of a new current Good Manufacturing Practices compliant manufacturing facility we expect to lease;
● our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;
● our plans and ability to obtain funding for our operations, including funding necessary to develop, manufacture and commercialize our product candidates, and to continue as a going concern;
● the performance of our third-party suppliers, CROs and manufacturers;
● our financial performance; and
● the period over which we estimate our existing cash will be sufficient to fund our future operating expenses and capital expenditure requirements.

We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future performance or development. These forward-looking statements speak only as of the date of this Report and are subject to a number of risks, uncertainties and assumptions described in the section titled “Risk Factors” in our Form 10-K. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events or otherwise.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.

3738

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act, and are not required to provide the information required under this item.

ITEM 4. Controls and Procedures

Disclosure Controls and Procedures

We maintain a system of controls and procedures designed to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended (“Exchange Act”), is recorded, processed, summarized and reported, within time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of ~~April 30,~~July 31, 2023, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management has evaluated the effectiveness of our disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective due to ineffective internal control over financial reporting. See information under “Changes in Internal Control Over Financial Reporting” below for information as to a material weakness in our internal control, which in turn affected our disclosure controls and procedures.

Changes In Internal Control Over Financial Reporting

During the fiscal year ended October 31, 2022, the Company identified a material weakness in its internal controls with respect to revenue recognition. Specifically, the Company improperly recognized revenue in accordance with the terms of the JOA that was entered into in August 2021. The material weakness resulted in a restatement of our financial statements for the three and nine months ended July 31, 2022.

Management has commenced taking steps to remediate this weakness discovered during the prior fiscal year and to enhance our internal control over financial reporting.

These steps may include:

(1) Improving the communication between Company management and the Company staff working on the JOA.
(2) Establishing formal billing templates and protocols with the counterparty to the JOA so as to achieve proper recognition of milestones achieved under the terms of the JOA.

(3) Establishing a formal review process for all revenue recognized under the terms of the JOA in accordance with the appropriate accounting standards codification.

Other than as described above, there was Nono change in the Company’s internal control over financial reporting during the quarter ended ~~April 30,~~July 31, 2023 that materially affected, or is likely to materially affect, the Company’s internal control over financial reporting.
3839

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings.

From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. However, to our knowledge, no legal proceedings, government actions, administrative actions, investigations, or claims are currently pending or threatened against us or our officers and directors in which we are adverse. The results of any future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

ITEM 1A. Risk Factors.

There are many risks inherent in our business. Factors that could materially adversely affect our business, financial condition, operating results or liquidity, and the trading price of our common stock are described under Item 1A, Risk Factors, of the Form 10-K filed with the SEC on January 27, 2023. Other than the risk factor included below, there have been no material changes regarding risk factors since that date:

A significant portion of our revenue ishas been concentrated on a few large customers and ~~we have suspended work on an~~our agreement with one of those customers, ~~pending discussions regarding amounts believed~~European Wellness, recently expired. As a result, we expect our consulting revenue in the future to be ~~owed to us for work already completed. If~~more limited and, if we lose ~~one or~~ more ~~of them,~~customers, our results of operations ~~may~~would be expected to be further adversely impacted.

Our revenue ~~is currently~~has been concentrated in a small number of our domestic customers and European Wellness/BioPep. The sales to three domestic customers accounted for approximately 17%, 15% and 14% of our sales in fiscal year 2022. The consulting revenue from European Wellness/BioPep ~~has~~ accounted for approximately 18% of our sales in fiscal year 2022. With respect to European Wellness/BioPep, we ~~have recently~~had suspended delivering work product to it under our agreement since April 2023 while we ~~engage~~engaged in discussions regarding amounts believed to be owed to us under that agreement for work already ~~completed. If those discussions are unsuccessful,~~completed, and our agreement with them ~~which is scheduled to terminate by~~expired in accordance with its ~~current~~ terms on July 31, 2023 ~~would~~and is not be expected to be ~~renewed~~renewed. Although we intend to continue to seek to recover and recognize as revenue or ~~extended and would terminate in accordance with its terms, and~~other project income all amounts believed to be owed to us under that agreement, we may not be able to collect or recognize as revenue or other project income all of the amounts believed to be owed to us through the date of ~~termination~~expiration or the other amounts originally expected to be received by us under the agreement for completion of all services thereunder as originally contemplated. Because our contract with European Wellness expired on July 31, 2023 and has not been renewed, we expect our consulting revenue in the future will be materially adversely affected, in particular if we are unsuccessful in ultimately recognizing our deferred revenue or other project income associated with this agreement or collecting other amounts from them for work already completed, unless and until an alternative consulting partnership or collaboration becomes available to us. The loss of all or a part of our revenue from ~~one or more~~any of ~~these~~the other customers could have a material adverse effect on our revenue, cash flow, operating results and financial condition until an alternative partnership or collaboration might be developed, and there can be no assurance that an alternative partnership or collaboration will be available to us, on terms acceptable to us or at all, in such a circumstance.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None required to be reported.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

None.

ITEM 6. Exhibits

The following exhibits are filed, furnished or incorporated by reference with this report:

Exhibit
Number
Exhibit Description

3.1 ~~Second~~Third Amended and Restated Articles of Incorporation, ~~as amended~~effective June 30, 2023 (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 7, 2023)
3.2 Certificate of Change pursuant to NRS 78.209 to Third Amended and Restated Articles of Incorporation to effect reverse stock split , effective July 6, 2023 (Incorporated by reference to Exhibit 3.1 to the Company’s ~~registration statement~~Current Report on Form ~~S-1~~8-K filed with the SEC on ~~September 9, 2022, File No. 333-267366)~~July 7, 2023)
~~3.2~~3.3 Amended and Restated Bylaws, effective June 30, 2023 (Incorporated by reference to Exhibit 3.3 to the Company’s ~~registration statement~~Current Report on Form ~~S-1~~8-K filed with the SEC on ~~September 9, 2022)~~July 7, 2023)
~~3.3~~ ~~Amendment to the Bylaws (Incorporated by reference to Exhibit 3.4 to the Company’s registration statement on Form S-1 filed with the SEC on September 9, 2022)~~
4.1 Form of Warrant to Purchase Stock (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 20, 2023)
10.1 Form of 8% Convertible Promissory Note (Incorporated by reference to the Company’s annual report on Form 10-K for the fiscal year ended October 31, 2022, as filed with the SEC on January 30, 2023, Exhibit 10.37, File No. 000-17378)
10.2 Form of Convertible Note and Warrant Purchase Agreement (Incorporated by reference to the Company’s annual report on Form 10-K for the fiscal year ended October 31, 2022, as filed with the SEC on January 30, 2023, Exhibit 10.37, File No. 000-17378)
~~31.1~~31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
~~31.2~~31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101 Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.
** Furnished herewith.
3940

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

VITRO BIOPHARMA, INC.
(Registrant)

Date: ~~June 13,~~August 28, 2023 By: /s/ Christopher Furman
Christopher Furman, Chief Executive Officer

Date: ~~June 13,~~August 28, 2023 /s/ Nathan Haas
Nathan Haas, Chief Financial Officer
(Principal Financial Officer)
4041

	Three Months Ended April 30, 2023		Three Months Ended April 30, 2022
Revenues:
Research and development products	$	80,128	$	489,350
AlloRx Stem Cells to Foreign Third-Party Clinics		164,830		390,109
InfiniVive products		45,850		103,503
Fitore products		17,035		69,506

Total	$	307,843	$	1,052,468
Total Revenues	$	307,843	$	1,052,468

	Three Months Ended July 31, 2023		Three Months Ended July 31, 2022
Revenues:
Research and development products	$	284,306	$	189,745
AlloRx Stem Cells to Foreign Third-Party Clinics		217,991		432,000
InfiniVive products		60,160		-
Fitore products		14,783		44,096

Total	$	577,240	$	665,841
Total Revenues	$	577,240	$	665,841

	Six Months Ended April 30, 2023		Six Months Ended April 30, 2022		Nine Months Ended July 31, 2023		Nine Months Ended July 31, 2022
Revenues:
Research and development products	$	155,211	$	787,419	$	307,324	$	871,480
AlloRx Stem Cells to Foreign Third-Party Clinics		313,113		545,700		661,208		1,089,341
Consulting revenue		25,000		500,000		25,000		500,000
InfiniVive products		120,900		238,578		183,148		232,021
Fitore products		37,650		137,127		52,434		181,823

Total	$	651,874	$	2,208,824	$	1,229,114	$	2,874,665
Total Revenues	$	651,874	$	2,208,824	$	1,229,114	$	2,874,665

	October 31, 2022		Revenue Recognized		Revenue Deferred		April 30, 2023		October 31, 2022		Other Project Income Recognized			Revenue Deferred		July 31, 2023
Deferred Revenue	$	650,000	$	-	$	189,970	$	839,970	$	650,000	$	(250,000	)	$	285,005	$	685,005
Total	$	650,000	$	-	$	189,970	$	839,970	$	650,000	$	(250,000	)	$	285,005	$	685,005

	April 30, 2023		April 30, 2022		July 31, 2023		July 31, 2022

Stock options outstanding		29,226,000		28,560,000		1,122,154		1,124,076
Shares to be issued in connection with exercise of warrants		12,415,856		13,605,856		448,677		523,302
2021 Series Convertible Notes Payable - Related Party – common shares		480,000		480,000		18,462		18,462
2022 Series Convertible Notes Payable - common shares		200,000		-		7,692		7,692
2023 Series Convertible Notes Payable – Stock Settlement		327,760		-		12,854		-
2023 Series Convertible Notes Payable – Stock Settled - warrants issuable		79,983		-		3,076		-
2023 Series B Convertible Notes Payable - Stock Settled		626,558		-		40,683		-
2023 Series B Convertible Notes Payable - Stock Settled - warrants issuable		622,173		-		39,881		-
Total		43,978,330		42,645,856		1,693,479		1,673,532
Anti-dilutive shares		43,978,330		42,645,856		1,693,479		1,673,532

	July 31, 2023		October 31, 2022

Raw materials	$	38,237	$	112,023
Finished goods		149,592		168,115
Total inventory	$	187,829	$	280,138

	Nine Months Ended July 31, 2023			Year Ended October 31, 2022
Beginning Balance	$	-		$	-
Additions		996,598			-
Total (gains) or losses (realized/unrealized)		(58,840	)		-
Included in operations		-			-
Ending Balance	$	937,758		$	-

	~~April 30,~~July 31, 2023			October 31, 2022
Risk-free interest rate		3.60%-~~3.75~~4.18	%		-
Dividend yield		0.00			-
Volatility factor		~~198.54~~156.13%-200.29	%		-
Weighted average expected life		2.5			-

	Remaining Useful Life	Cost		Accumulated Amortization			Net Carrying Value		Remaining Useful Life	Cost		Accumulated Amortization			Net Carrying Value
Trademarks and tradenames	13.5 years	$	693,330	$	(69,332	)	$	623,998	13.5 years	$	693,330	$	(80,889	)	$	612,441
Patents, know-how and unpatented technology	13.5 years		710,060		(71,004	)		639,056	13.5 years		710,060		(82,840	)		627,220
Customer relationships	1.25 years		114,536		(66,057	)		48,479	1.25 years		114,536		(75,598	)		38,938
Total			1,517,926		(206,393	)		1,311,533			1,517,926		(239,327	)		1,278,599


2023	$	131,738
2024		122,947
2025		93,559
2026		93,559
2027		93,559
Total	$	535,362

Leases	Balance Sheet Location	April 30, 2023		October 31, 2022		Balance Sheet Location	July 31, 2023		October 31, 2022
Assets
Noncurrent:
Operating	Right-of-use asset – operating lease	$	251,694	$	277,381	Right-of-use asset – operating lease	$	510,745	$	277,381
Finance	Property and equipment, net		53,809		74,324	Property and equipment, net		43,552		74,324
Total Lease Assets		$	305,503	$	351,705		$	554,297	$	351,705

Liabilities
Current:
Operating	Operating lease liabilities	$	47,487	$	50,055	Operating lease liabilities	$	125,863	$	50,055
Finance	Finance lease liabilities		65,461		62,979	Finance lease liabilities		66,403		62,979
Noncurrent:
Operating	Operating lease liabilities		204,207		227,326	Operating lease liabilities		384,882		227,326
Finance	Finance lease liabilities		45,592		78,955	Finance lease liabilities		28,756		78,955
Total Lease Liabilities		$	362,747	$	419,315		$	605,904	$	419,315


	Statements of Operations	Six Months Ended April 30,				Statements of Operations	Nine Months Ended July 31,
	Location	2023		2022		Location	2023		2022
Operating lease expense	General and administrative expense	$	102,517	$	28,540	General and administrative expense	$	149,203	$	53,218
Finance lease expense:
Interest on lease liability	Interest expense		5,800		7,382	Interest expense		7,797		10,630
Total Lease expense		$	108,317	$	35,922		$	157,000	$	63,848

	July 31, 2023						July 31, 2022
	Operating Leases			Finance Leases			Operating Leases			Finance Leases
Weighted-average remaining lease term (in years)		5.3			1.61			7.9			2.5
Weighted-average discount rate ⁽¹⁾		10.00	%		7.53	%		10.00	%		7.63	%


Fiscal year 2023	$	-	$	-
Fiscal year 2024		480,000		480,000
Fiscal year 2025		-		-
Fiscal year 2026		1,989,246		1,989,246
Fiscal year 2027		200,000		200,000
Fiscal year 2028		1,192,600		1,717,600
Total	$	3,861,846	$	4,386,846

	Stockholders at Period End			Accumulated Dividends			Stockholders at Period End			Accumulated Dividends
Balance at October 31, 2021		35		$	173,496			35		$	173,496
Issued		-			126,542			-			126,542
Converted		(35	)		(300,038	)		(35	)		(300,038	)
Balance at April 30, 2022		-		$	-
Balance at July 31, 2022								-		$	-

Balance at October 31, 2022		-		$	-			-		$	-
Issued		-			-			-			-
Converted		-			-			-			-
Balance at April 30, 2023		-		$	-
Balance at July 31, 2023								-		$	-

	~~April 30,~~July 31, 2023		~~April 30,~~July 31, 2022
Risk-free interest rate		-		1.67%-2.99	%
Dividend yield		-		0.00
Volatility factor		-		195%-198	%
Weighted average expected life		-		10

	Number of Shares			Weighted Average Exercise Price per Share			Weighted Average Remaining Contractual Life (in years)			Aggregate intrinsic value			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		$	1,395,000			1,085,769		$	8.18			7.56		$	1,395,000
Options exercised		-			-			-			-			-			-			-			-
Options granted		350,000			0.50			9.97			175,000			205,767			26.00			9.91			2,675,000
Options expired		-			-			-			-			-			-			-			-
Options forfeited		(20,000	)		(0.50	)		(9.26	)		(10,000	)		(167,460	)		(13.00	)		(8.9	)		(2,247,140	)
Balance at April 30, 2022		28,560,000		$	0.32			7.54		$	19,420,800
Balance at July 31, 2022														1,124,076		$	10.79			7.89		$	19,420,800

Balance at October 31, 2022		29,226,000			0.32			7.64			19,873,680			1,124,076			10.79			7.64			19,873,680
Options exercised		-			-			-			-			-			-			-			-
Options granted		-			-			-			-			-			-			-			-
Options expired		-			-			-			-			-			-			-			-
Options forfeited		-			-			-			-			(1,922	)		(4.94	)		(6.42	)		-
Balance at April 30, 2023		29,226,000		$	0.32			7.14		$	19,873,680
Balance at July 31, 2023														1,122,154		$	10.80			6.89		$	19,873,680

	Underlying Number of Shares			Average Exercise Price		Weighted Average Life		Underlying Number of Shares			Average Exercise Price		Weighted Average Life
Outstanding – October 31, 2021		13,605,856		$	0.75		3.48		523,300		$	19.50		3.32
Warrants A – Granted during the period		-			-		-		-			-		-
Warrants B – Granted during the period		-			-		-		-			-		-
Warrants A – Expired during the period		-			-		-		-			-		-
Warrants B – Expired during the period		-			-		-		-			-		-
Outstanding – April 30, 2022		13,605,856		$	0.75		3.23
Outstanding – July 31, 2022									523,300		$	19.50		2.57

Outstanding at October 31, 2022		13,605,856			0.75		2.48		523,300			19.50		2.32
Warrants A – Granted during the period		-			-		-		-			-		-
Warrants B – Granted during the period		-			-		-		-			-		-
Warrants A – Expired during the period		(1,190,000	)		0.50		-		(74,623	)		13.00		-
Warrants B – Expired during the period		-			-		-		-			-		-
Outstanding – April 30, 2023		12,415,856		$	0.85		2.17
Outstanding – July 31, 2023									448,677		$	20.58		1.89

	Three Months Ended April 30,						Three Months Ended July 31,
	2023			2022			2023			2022

Product sales	$	307,843		$	1,039,718		$	561,490		$	665,841
Product sales, related parties		-			12,750			15,750			-
Total revenue		307,843			1,052,468			577,240			665,841
Less: Cost of goods sold		(62,634	)		(138,015	)		(96,815	)		(138,189	)
Gross profit		245,209			914,453			480,425			527,652
Selling, general and administrative expenses		(1,537,181	)		(1,442,060	)		(1,486,866	)		(2,222,487	)
Research and development		(66,447	)		(65,471	)		(33,146	)		(79,071	)
Impairment expense								-			(914,091	)
Interest expense		(56,937	)		(46,970	)		(81,976	)		(37,994	)
Loss on conversion of senior secured note payable		-			(695,342	)
Other project income, net								191,746			-
Unrealized Gain on Derivative/Warrant liability		656			-			58,133			-
Net Loss	$	(1,414,700	)	$	(1,335,390	)	$	(871,684	)	$	(2,725,991	)
Deemed dividend on convertible preferred stock		-			(744,665	)
Cumulative convertible preferred stock dividend requirement		-			(68,033	)
Net Loss to Common Stockholders	$	(1,414,700	)	$	(2,148,088	)

	●	advancing the clinical development of AlloRx Stem Cell therapy for the treatment of several indications;

	●	pursuing the preclinical and clinical development of other current and future research programs and product candidates;

	●	in-license or acquire the rights to other products, product candidates or technologies;

	●	maintain, expand and protect our intellectual property portfolio;

	●	hire additional personnel in research, manufacturing and regulatory and clinical development as well as management personnel;

	●	seek regulatory approval for any product candidates that successfully complete clinical development;

	●	expand our manufacturing capabilities;

	●	expand our operational, financial and management systems and increase personnel, including personnel to support our operations as a public company; and

	●	pay our other administrative expenses.

	●	the progress, costs and results of our clinical trials for our programs for our cell-based therapies;

	●	the progress, costs and results of additional research and preclinical studies in other research programs we initiate in the future;

	●	the costs and timing of process development and manufacturing scale-up activities associated with our product candidates and other programs we advance through preclinical and clinical development;

	●	our ability to establish and maintain strategic collaborations, licensing or other agreements and the financial terms of such agreements;

	●	the extent to which we in-license or acquire rights to other products, product candidates or technologies; and

	●	the costs and timing of preparing, filing and prosecuting patent applications, maintaining and protecting our intellectual property rights and defending against any intellectual property-related claims.

	●	the estimated value of our securities both outstanding and anticipated;
	●	the anticipated capital structure, which will directly impact the value of the currently outstanding securities;
	●	our results of operations and financial position;
	●	the status of our research and development efforts;
	●	the lack of liquidity of our common stock as a private company;
	●	our stage of development and business strategy and the material risks related to our business and industry;
	●	external market conditions affecting the life sciences and biotechnology industry sectors;
	●	U.S. and global economic conditions;
	●	the likelihood of achieving a liquidity event for the holders of common stock, such as a public offering, or a sale of our Company, given prevailing market conditions; and
	●	the market value of comparable companies.

	●	the ability of our clinical trials to demonstrate safety and efficacy of our product candidates, and other positive results;

	●	the timing of commencement and focus of our ongoing and future preclinical studies and clinical trials, and the reporting of data from those studies and trials;

	●	our expectations with regard to the results of our clinical studies, preclinical studies and research and development programs, including the timing for enrollment and the timing and availability of data from such studies;

	●	the size of the market opportunity for our product candidates, including our estimates of the number of patients who suffer from the diseases we are targeting;

	●	our expectations with regard to the timing of submission of an amended request for orphan drug designation (“ODD”) and the eligibility of Pitt-Hopkins or any other indications to qualify for ODD or any other regulatory incentives;

	●	our expectations with respect to entry into clinical trial agreements and other agreements with contract research organizations (“CROs”), potential collaborators and clinical trial sites for our preclinical studies and clinical trials;

	●	our ability to acquire, discover, develop and advance product candidates into, and successfully complete, clinical trials;

	●	developments and projections relating to our competitors and our industry and the success of competing therapies that are or may become available;

	●	the beneficial characteristics, safety, efficacy and therapeutic effects of our product candidates;

	●	our ability to obtain and maintain regulatory approval of our product candidates;

	●	our plans relating to the further development and commercialization of our product candidates, including additional disease states or indications we may pursue;

	●	our expectations regarding future sales of our other products, including MSC-Gro, and future ~~revenues from our agreement with European Wellness;~~consulting revenues;

	●	our expectations regarding our ability to renew our agreement with European Wellness and to collect amounts believed to be owed to us for work already completed under our JOA with European Wellness, which expired on July 31, 2023;

	●	the potential effects of public health crises, such as the COVID-19 pandemic, on our preclinical and clinical programs and business;

	●	existing regulations and regulatory developments in the United States and other jurisdictions;

	●	our plans and ability to obtain or protect intellectual property rights, including extensions of existing patent terms where available and our ability to avoid infringing the intellectual property rights of others;

	●	our ability to effectively manage our growth, including the need to hire additional personnel and our ability to attract, recruit and retain such personnel, and maintain our culture;

	●	our ability to fund the acquisition of fully automated closed system bioprocessing and other equipment and for the development of a new current Good Manufacturing Practices compliant manufacturing facility we expect to lease;

	●	our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

	●	our plans and ability to obtain funding for our operations, including funding necessary to develop, manufacture and commercialize our product candidates, and to continue as a going concern;

	●	the performance of our third-party suppliers, CROs and manufacturers;

	●	our financial performance; and

	●	the period over which we estimate our existing cash will be sufficient to fund our future operating expenses and capital expenditure requirements.

	(1)	Improving the communication between Company management and the Company staff working on the JOA.

	(2)	Establishing formal billing templates and protocols with the counterparty to the JOA so as to achieve proper recognition of milestones achieved under the terms of the JOA.

	(3)	Establishing a formal review process for all revenue recognized under the terms of the JOA in accordance with the appropriate accounting standards codification.

Exhibit Number		Exhibit Description

3.1		~~Second~~Third Amended and Restated Articles of Incorporation, ~~as amended~~effective June 30, 2023 (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 7, 2023)
3.2		Certificate of Change pursuant to NRS 78.209 to Third Amended and Restated Articles of Incorporation to effect reverse stock split , effective July 6, 2023 (Incorporated by reference to Exhibit 3.1 to the Company’s ~~registration statement~~Current Report on Form ~~S-1~~8-K filed with the SEC on ~~September 9, 2022, File No. 333-267366)~~July 7, 2023)
~~3.2~~3.3		Amended and Restated Bylaws, effective June 30, 2023 (Incorporated by reference to Exhibit 3.3 to the Company’s ~~registration statement~~Current Report on Form ~~S-1~~8-K filed with the SEC on ~~September 9, 2022)~~July 7, 2023)
~~3.3~~		~~Amendment to the Bylaws (Incorporated by reference to Exhibit 3.4 to the Company’s registration statement on Form S-1 filed with the SEC on September 9, 2022)~~
4.1		Form of Warrant to Purchase Stock (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 20, 2023)
10.1		Form of 8% Convertible Promissory Note (Incorporated by reference to the Company’s annual report on Form 10-K for the fiscal year ended October 31, 2022, as filed with the SEC on January 30, 2023, Exhibit 10.37, File No. 000-17378)
10.2		Form of Convertible Note and Warrant Purchase Agreement (Incorporated by reference to the Company’s annual report on Form 10-K for the fiscal year ended October 31, 2022, as filed with the SEC on January 30, 2023, Exhibit 10.37, File No. 000-17378)
~~31.1~~31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
~~31.2~~31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101		Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

	VITRO BIOPHARMA, INC.
	(Registrant)

Date: ~~June 13,~~August 28, 2023	By:	/s/ Christopher Furman
		Christopher Furman, Chief Executive Officer

Date: ~~June 13,~~August 28, 2023		/s/ Nathan Haas
		Nathan Haas, Chief Financial Officer
		(Principal Financial Officer)