UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 18, 2014
VITRO DIAGNOSTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada | 0-17378 | 84-1012042 |
(State or other jurisdiction | Commission File | (I.R.S. Employer Identification number) |
4621 Technology Drive, Golden CO 80403
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 999-2130
______________________________________________________
(Former name or former address, if changed since last report)
___ | Written communications pursuant to Rule 425 under the Securities Act |
___ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
___ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
___ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION |
OF DIRECTOR; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
Effective August 18, 2014, the Board of Directors of the Company appointed Jeff Liter to serve as a member of the Board of Directors effective immediately. No determination has been made concerning his participation in any standing committees of the board.
About Mr. Jeff Liter
Jeff Liter, age 57, presently serves as the Chief Operating Officer of Progenitor Cell Therapy (PCT), a division of NeoStem, a stem cell firm traded on the New York Stock Exchange.
Prior to his position at PCT, Jeff served as managing director of On Point Consulting, a post- acquisition consulting service specialized in the life sciences industry. From January 2010 to September 2011, he was Director of Strategy, Business Development and Licensing for Beckman Coulter where he was responsible for business development of the immunoassay and molecular diagnostics group. From December 2008 to January 2010 he was managing director of On Point Consulting. From October 2006 to November 2008, he was Vice President of Corporate Business Development for ADC Telecommunications, a global leader in telecommunications. He led M&A, minority investments, strategic partnerships, divestitures and business unit strategy development while at ADC. From 1999 to 2006 he held other positions with ADC Telecommunications including Director of Corporate Development. He received a BS from Illinois State University in 1978 and a MBA degree from the University of Minnesota – Carlson School of Management in 1986.
In consideration of his services as a director, Mr. Liter was granted a restricted stock award consisting of 53,476 shares of Common Stock. The award was valued at $10,000, or the 20 day volume weighted average price of the Common Stock on the over-the-counter market. The shares are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”).
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEEDS.
The following sets forth the information required by Item 701 of Regulation S-K with respect to the unregistered sales of equity securities by Vitro Diagnostics, Inc., a Nevada corporation (the "Company"), completed on August 18, 2014:
a.
On August 18, 2014, the Company awarded an aggregate of 53,476 shares of common stock, $.001 par value (the “Common Stock” or “Shares”) valued at $0.187 per share in consideration of services by one of the Company’s directors.
b.
The shares were issued to one person who qualified as an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act. The shares issued were “restricted securities” under the Securities Act.
c.
The Company paid no fees or commissions in connection with the issuance of the Shares.
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d.
The grant of the Securities was undertaken without registration under the Securities Act in reliance upon an exemption from the registration requirements of the Securities Act set forth in Sections 4(2) thereunder. The investor qualified as an "accredited investor" within the meaning of Rule 501(a) of Regulation D. The Securities, which were taken for investment purposes and not for resale, were subject to restrictions on transfer. We did not engage in any public advertising or general solicitation in connection with this transaction, and we provided the investor with disclosure of all aspects of our business, including providing the investor with our reports filed with the Securities and Exchange Commission and other financial, business and corporate information. Based on our investigation, we believed that the investor obtained all information regarding the Company that he requested, received answers to all questions posed and otherwise understood the risks of accepting our Securities for investment purposes.
e.
Not applicable.
f.
Not applicable.
ITEM 7.01 | REGULATION FD DISCLOSURE |
On August 20, 2014, the Company issued a press release announcing the nomination and appointment of Jeff Liter as a new member of the Board of Directors. A copy of the press release is attached hereto as Exhibit 99.1
ITEM 9.01: EXHIBITS
| (c) | Exhibit |
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| 99.1 | Press Release dated August 20, 2014. |
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.
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| Vitro Diagnostics, Inc. | |
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| Dated: August 22, 2014 |
| ____/s/ James R. Musick_____ and Chief Executive Officer |
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Press Release | Source: Vitro Diagnostics, Inc. |
Vitro Biopharma Appoints Jeff Liter to its Board of Directors
Golden, Colorado—August 20, 2014—Vitro Diagnostics, Inc. (OTCQB: VODG), dba Vitro Biopharma is pleased to announce the appointment of Mr. Jeff Liter to its Board of Directors. Mr. Liter is a versatile business executive who has consistently delivered profitable revenue growth across multiple businesses, industries and geographic regions. He presently serves as the Chief Operating Officer of Progenitor Cell Therapy (PCT), a division of NeoStem a stem cell firm traded on the New York Stock Exchange. His impressive accomplishments include leading 10 M & A transactions from $4M to $2.6B in their entirety. It is anticipated that Mr. Liter will accelerate the rapid growth that Vitro Biopharma is now experiencing, especially in enhanced strategic focus, finance, M&A and other growth initiatives as well.
Prior to his position at PCT, Jeff served as managing director of On Point Consulting, a post- acquisition consulting service specialized in the life sciences industry. From January 2010 to September 2011, he was Director of Strategy, Business Development and Licensing for Beckman Coulter where he was responsible for business development of the immunoassay and molecular diagnostics group. From December 2008 to January 2010 he was managing director of On Point Consulting. From October 2006 to November 2008, he was Vice President of Corporate Business Development for ADC Telecommunications, a global leader in telecommunications. He led M&A, minority investments, strategic partnerships, divestitures and business unit strategy development while at ADC. From 1999 to 2006 he held other positions with ADC Telecommunications including Director of Corporate Development.
Jeff Liter said, “I am extremely honored to join Vitro Biopharma’s board and the management team. Vitro Biopharma has a unique set of intellectual capital, tools and technologies that can be harnessed to deliver substantial value to the nascent industry of regenerative medicine. I look forward to playing a role in participating in the continued success of Vitro Biopharma.”
Dr. Jim Musick, Vitro Biopharma’s President & CEO said, “We are very pleased to announce the addition of Jeff Liter to our Board of Directors. We look forward to further acceleration in revenue growth through his assistance with our existing strategic initiatives in stem cell tools and developing our stem cell therapeutic pipelines as well. Our present growth in revenues has been catalyzed by Mr. Pete Shuster, a current outside Director, and I see similar synergies with Mr. Liter. It is apparent that his work with Progenitor Cell Therapies will be an asset through his direct management of cGMP-compliant facility and extensive experience and contacts within the stem cell industry. We share a vision of the important roles of optimizing growth through collaboration and appropriate strategic alliances.”
Pete Shuster, a Director of Vitro Biopharma and the CEO & founder of Neuromics said, “Mr. Jeff Liter is an important and timely addition to our board. We are active in several important initiatives. The first could involve high volume clinical grade manufacturing of our MSC-Gro™ media and the second could require diagnostic testing of TBI patients to assess the potency of endogenous stem cell activating solutions for repair and regenerations. As demand grows for our
solutions in clinical settings, the company will face new and unique challenges. I am confident Mr. Liter will prove key in helping us successfully navigate these challenges”.
About Vitro Biopharma
Vitro Diagnostics, Inc. dba Vitro Biopharma (OTCQB: VODG; http://www.vitrobiopharma.com), owns US patents for production of FSH, immortalization of pituitary cells, and a cell line that produces beta islets for use in treatment of diabetes. In 2011, Vitro Biopharma out-licensed its intellectual property related to treatment of infertility to Dr. James Posillico, a renowned expert in Assisted Reproductive Technologies. Vitro Biopharma also owns a pending patent for methods of mesenchymal stem cell (MSC) generation and related materials. Vitro Biopharma’s mission is “Harnessing the Power of Cells™” for the advancement of regenerative medicine to its full potential. Vitro Biopharma operates within a modern biotechnology manufacturing, R&D and corporate facility in Golden, Colorado. Vitro Biopharma manufactures and sells “Tools for Stem Cell and Drug Development™”, including human mesenchymal stem cells and derivatives, the MSC-Gro™ Brand of optimized media for MSC self-renewal and lineage-specific differentiation. In addition to our FSH patent licensee, Vitro Biopharma maintains several strategic partnerships including an alliance with Neuromics, Inc. (www.neuromics.com). Neuromics, Inc. is a primary distributor of Vitro Biopharma products and a well established manufacturer and distributor of a large variety of life science research products especially focused on cell-based assay systems We jointly manufacture stem cell assay systems with HemoGenix®, Inc. (http://www.hemogenix.com/), known as the MSCglo quantitative assay for determination of MSC quality, potency and response to toxic agents. Also, Vitro Biopharma’s CEO is a consultant on an NSF grant at the City College of New York to advise Dr. Lane Gilcrest, Professor of Materials Science and Engineering, and his colleagues regarding the development of novel extracellular materials for use in self-renewal and differentiation of mesenchymal stem cells.
Vitro Biopharma received the Frost and Sullivan Technology Innovation Leadership Award for the industry sector: Stem Cell Tools and Technology in North America, 2014.
Safe Harbor Statement
Statements herein regarding financial performance have not yet been reported to the SEC nor reviewed by the Company’s auditors. Certain statements contained herein and subsequent statements made by and on behalf of the Company, whether oral or written may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward looking statements are identified by words such as “intends,” “anticipates,” “believes,” “expects” and “hopes” and include, without limitation, statements regarding the Company’s plan of business operations, product research and development activities, potential contractual arrangements, receipt of working capital, anticipated revenues and related expenditures. Factors that could cause actual results to differ materially include, among others, acceptability of the Company’s products in the market place, general economic conditions, receipt of additional working capital, the overall state of the biotechnology industry and other factors set forth in the Company’s filings with the Securities and Exchange
Commission. Most of these factors are outside the control of the Company. Investors are cautioned not to put undue reliance on forward-looking statements. Except as otherwise required by applicable securities statutes or regulations, the Company disclaims any intent or obligation to update publicly these forward looking statements, whether as a result of new information, future events or otherwise.
CONTACT:
Dr. James Musick
Chief Executive Officer
Vitro Biopharma
(303) 999-2130 Ext. 3
E-mail: jim@vitrobiopharma.com
Source: Vitro Diagnostics, Inc.