8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A-1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):       January 20, 2020

VITRO DIAGNOSTICS, INC.
(Exact Name of Registrant as Specified in its Charter)

Nevada	0-17378	84-1012042
(State or other jurisdiction of incorporation)	Commission File Number	(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

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class	Trading Symbol	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company[ X ] 

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

ITEM 2.02RESULTS OF OPERATION AND FINANCIAL CONDITION 

ITEM 3.02SALE OF UNREGISTERED EQUITY SECURITIES 

ITEM 5.03AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS 

ITEM 7.01REGULATION FD DISCLOSURE 

On January 22, 2020, Vitro Diagnostics Inc. (“Vitro Biopharma”) issued a press release announcing a private placement of Units consisting of Series A Convertible Preferred Stock (“Series A Preferred”), Class A Warrants and Class B Warrants (the “Offering”). The Company has authorized the Offering of up to $1,000,000 in Units.  Terms of the Offering are set forth in the Press Release furnished herewith as Exhibit 99.1 and incorporated herein by reference.

On January 23, 2020, the CEO of the Company issued a Letter to Shareholders announcing results of operations and financial condition for the fiscal year ended October 31, 2019.   A copy of the Letter to Shareholders is furnished herewith as Exhibit 99.2.

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"):

1a.As of January 20, 2020 the Company had completed the sale of $500,000 in Units.  Details of the Units are set forth above and in the Company’s press release furnished as Exhibit 99.1 hereto.  

b.The Units detailed in Item 1(a) above were sold to four (4) investors each of whom qualified as an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act of 1933 as amended (the "Securities Act").  

c.The Company paid no fees or commissions in connection with the issuance of the Units.   

d.The securities issued under 1(a) above were issued without registration under the Securities Act in reliance upon an exemption from the registration requirements of the Securities Act set forth in Rule 506 of Regulation D under the Securities Act of 1933, as amended, and Section 4(2) thereunder.  

e.The terms of conversion of the Series A Convertible Preferred Stock are set forth in the Certificate of Designations filed herewith as Exhibit 3.1.  The terms of exercise of the Class A Warrants and Class B Warrants are set forth in the Company’s press release furnished as Exhibit 99.1 to this Current Report.  

f.Not applicable. 

Effective January 28, 2020, the Company amended its Articles of Incorporation by filing with the State of Nevada a Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock designating an aggregate of 40,000 shares of authorized preferred stock as Series A Convertible Preferred Stock (the “Amendment”) filed herewith as Exhibit 3.1.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed herewith as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

The information in this Current Report on Form 8-K furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and they shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. By filing this Current Report on Form 8-K and furnishing this information pursuant to Item 7.01, The Company makes no admission as to the materiality of any information in this Current Report on Form 8-K, including Exhibit 99.1, that is required to be disclosed solely by Regulation FD.

ITEM 9.01:EXHIBITS 

Item	Title
3.1	Amendment to Articles of Incorporation
99.1	Press Release
99.2	Letter to Shareholders

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 Diagnostics, Inc. (Registrant)
Dated: February 3, 2020		/s/ James R. Musick James R. Musick, President and CEO

EX-3.1

CERTIFICATE OF DESIGNATIONS, PREFERENCES, 

AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK 

OF VITRO DIAGNOSTICS, INC. 

Pursuant to the Nevada Revised Business Corporation Act 

VITRO DIAGNOSTICS, INC., a corporation organized and existing under the laws of the State of Nevada (the "Company"), DOES HEREBY CERTIFY that pursuant to the authority contained in its Articles of Incorporation, and in accordance with the provisions of the Nevada Business Corporation Act, the Company's Board of Directors has duly adopted the following resolution creating a series of the class of its authorized Preferred Stock, designated as Series A Convertible Preferred Stock:

RESOLVED THAT:

Whereas, by virtue of authority contained it is Articles of Incorporation, as amended, the Company has the authority to issue five million (5,000,000) shares of Preferred Stock of the par value of $0.001 per share, the designation and amount thereof and series, together with the powers, preferences, rights, qualifications, limitations or restrictions thereof, to be determined by the Board of Directors pursuant to the applicable law of the State of Nevada;

Now therefore, the Company's Board of Directors hereby establishes a series of the class of Preferred Stock authorized to be issued by the Company as above stated, with the designations and amounts thereof, together with the voting powers, preferences and relative, participating, optional and other special rights of the shares of each such series, and the qualifications, limitations or restrictions thereof, to be as follows:

1.Designations and Amounts.  Forty Thousand (40,000) shares of the Company's authorized Preferred Stock are designated as Series A Convertible Preferred Stock, having a face value of $25.00 per share (“Stated Value”). 

2.Definitions. 

For the purposes of this Resolution the following definitions shall apply:

(a)"Board" shall mean the Board of Directors of the Company. 

(b)"Company" shall mean Vitro Diagnostics, Inc., a Nevada corporation formed on March 31 1986. 

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(c)“Maturity Date” for Series A Preferred Stock shall mean the five (5) year anniversary date of the Original Issue Date. 

(d)"Original Issue Date" for a series of Preferred Stock shall mean the date on which the first share of such series of Preferred Stock was originally issued. 

(e)"Preferred Stock" shall refer to Series A Convertible Preferred Stock. 

(f)"Stated Value" shall mean $25.00 per share. 

(g)"Subsidiary" shall mean any corporation at least fifty percent (50%) of whose outstanding voting stock shall at the time be owned directly or indirectly by the Company or by one or more Subsidiaries. 

(h)"Securities Act" shall mean the Securities Act of 1933, as amended. 

(i)"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. 

3.Dividends. 

(a)The holders of outstanding Preferred Stock shall be entitled to receive dividends at the annual rate of eight percent (8%) based on the Stated Value per share computed on the basis of a 360-day year and twelve 30-day months.  Dividends shall be calculated from the date of issue and payable at the Maturity Date (the "Dividend Payment Date").   

(b)Dividends payable on the Preferred Stock shall be paid by the issuance by the Company of shares of its Common Stock, valued at $0.25 per share.  

(c)Dividends on the shares of Preferred Stock shall be cumulative; therefore, a full dividend on the shares of this series with respect to any dividend period shall be declared by the Board of Directors of the Company and the Company shall be obligated to pay full dividend on the shares of this series with respect to such dividend period.   

(d)In addition to the Preferred Stock dividend, the holders of outstanding Preferred Stock shall be entitled to participate, pro rata, in dividends paid on outstanding shares of Common Stock, if, when and as the Board of Directors shall in their sole discretion deem advisable, and only from the net profits or surplus of the Company as such shall be fixed and determined by the Board of Directors.  The determination of the Board of Directors at any time of the amount of net profits or surplus available for dividend shall be binding and conclusive on the holders of all the stock of the Company at the time outstanding. 

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4.Priority On Liquidation 

(a)Payment upon Dissolution, Etc.  Upon the occurrence and continuance of: (i) any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings in connection therewith, commenced by the Company or by its creditors and not dismissed within 90 days following such commencement, as such, or relating to its assets, or (ii) the dissolution or other winding up of the Company whether total or partial, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy proceedings, or (iii) any assignment for the benefit of creditors or any marshalling of the any assignment for the benefit of creditors or any marshalling of the material assets or material liabilities of the Company (a “Liquidation Event”), no distribution shall be made to the holders of any shares of capital stock, other than stock that ranks (i) senior to the Series A Preferred Stock; or (ii) pari passu with the Series A Preferred Stock until: (1) the holders of any shares of stock which have liquidation preferences senior to the Series A Preferred Stock shall have received the entire amount of such liquidation preferences, and (2) each holder shall have received the Liquidation Preference (as defined below) with respect to each share of Series A Preferred Stock then held by such holder.  In the event that upon the occurrence of a Liquidation Event, the assets available for distribution to the holders of the Series A Preferred Stock and to the holders of any pari passu securities are insufficient to pay the liquidation preference with respect to all of the outstanding shares of Series A Preferred Stock and of such pari passu securities, such assets will be distributed ratably among such shares in proportion to the ratio that the liquidation preference payable on each such share bears to the aggregate liquidation preference payable on all such shares. 

(b)Liquidation Preference.  The “Liquidation Preference” with respect to a share of Series A Preferred Stock shall mean $25.00 per share of Preferred Stock, subordinate to the Stated Value of outstanding shares of preferred stock ranking senior to the Series A Preferred Stock, pari passu with the Stated Value of the Series A Preferred Stock, and senior to the rights of holders of Common Stock.  

(c)Ranking.  In the event of the liquidation, dissolution, or other winding up of the Company, the holders of the Series A Preferred Stock will be treated as (i) senior to the holders of the Common Stock and any other class or series of stock which is not made pari passu with or senior to the Series A Preferred Stock; and (ii) junior to any other class or series of stock which is made senior to the Series A Preferred Stock. 

5.Redemption. 

(a)Subject to the conditions set forth herein, the Company, by action of its Board of Directors, may at its sole option and discretion redeem all or any portion of the Preferred Stock, at any time, or from time to time, in accordance with the provisions of this Paragraph 5 (the "Optional Redemption").  Holders of the Preferred Stock shall  

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have no right to demand or compel the redemption of any outstanding shares of Preferred Stock.

(b)In the event the Board of Directors elects to redeem the Preferred Stock, on and after the date specified in the notice provided for in Paragraph 5(d) below, each holder of the Preferred Stock called for redemption, upon presentation and surrender at the place designated in such notice of the certificate or certificates evidencing said Preferred Stock held by him, her or it, properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive therefor the redemption price thereof. 

(c)If redeemed pursuant to this Paragraph 5, the redemption price for each share of Preferred Stock (the "Redemption Price") shall be an amount in cash equal to the sum of (i) the Stated Value per share of Preferred Stock plus (ii) the amount of all accrued and unpaid dividends thereon, whether or not earned or declared, to and including the date fixed for redemption. 

(d)In the case of any Optional Redemption pursuant to this Paragraph 5, at least thirty (30) days and not more than forty (40) days prior to the date fixed for any such redemption of the Preferred Stock (hereinafter referred to as the "Redemption Date"), written notice (hereinafter referred to as the "Redemption Notice") shall be mailed, first class postage prepaid, to each holder of record to the Preferred Stock to be redeemed at his post office address last shown on the records of the Company, and if the holder has provided the Company with a facsimile number for notices, also by facsimile transmission.  The Redemption Notice shall state: 

(i)That all of the holder's outstanding shares of Preferred Stock are being called for redemption; 

(ii)The number of shares of Preferred Stock held by the holder that the Company intends to redeem; 

(iii)The Redemption Date and the Redemption Price; and 

(iv)That the holder is to surrender to the Company, in the manner and at the place designated, his certificate or certificates representing the shares of Preferred Stock to be redeemed. 

(e)Each holder of Preferred Stock to be redeemed shall surrender the certificate or certificates representing such shares to the Company, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof, and each surrendered certificate shall be cancelled and retired. 

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(f)If the Redemption Notice shall have been duly given, each holder of Preferred Stock shall have the right, up to the date prior to the Redemption Date as fixed in the Redemption Notice, to exercise such holder’s right to convert the Preferred Stock into shares of Common Stock in accordance with Section 7 of this Certificate of Designations. 

(g)If the Redemption Notice shall have been duly given and, if on the Redemption Date the Redemption Price is either paid or irrevocably made available for payment through the deposit arrangement specified in Subparagraph 5(h) below, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, the dividends with respect to such shares shall cease to accrue after the Redemption Date and all rights with respect to such shares shall forthwith after the Redemption Date terminate, except only the right of the holders to receive the Redemption Price, without interest upon surrender of their certificate or certificates therefor. 

(h)At least ten (10) days prior to the Redemption Date, the Company may deposit with any bank or trust company in Golden, Boulder, or Denver, Colorado, a sum (or an irrevocable letter of credit) equal to the aggregate Redemption Price of all shares of Preferred Stock called for redemption and not yet redeemed, with irrevocable instructions and authority to the bank or trust company to pay, on or after the Redemption Date or prior thereto, the Redemption Price to the respective holders entitled thereto upon the surrender of their share certificates.  From and after the Redemption Date, the shares so called for redemption shall be redeemed if deposit shall have been made with such instructions or authority on or before the tenth (10^th) day prior to the Redemption Date.  The deposit shall on the Redemption Date constitute full payment of the shares to their holders, and from and after the Redemption Date the shares shall be deemed to be no longer outstanding, and the holders thereof shall cease to be shareholders with respect to such shares and shall have no rights with respect thereto except the rights to receive from the bank or trust company payment of the Redemption Price of the shares, without interest, upon surrender of their certificates therefor.  Any funds so deposit and unclaimed at the end of one (1) year from the Redemption Date by any holder of shares called for redemption shall be released or repaid to the Company, after which the holders of such shares called for redemption shall be entitled to receive payment of the Redemption Price for such shares only from the Company. 

6.Voting Rights. 

(a)Holders of the Preferred Stock shall have the right to vote on any matters presented to the shareholders of the Company at any regular or special meeting of the Company’s security holders. Each outstanding share of Preferred Stock shall confer upon the holder the right to vote on an “as converted basis” and shall grant to the holder  

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that number of votes which such holder would possess if such Preferred Stock had been converted into Common Stock immediately prior to the shareholder vote.

(b)In the event that the holders of the Series A Preferred Stock are required to vote as a class, the affirmative vote of holders of not less than a majority of the outstanding shares of Series A Preferred Stock shall be required to approve each such matter to be voted upon and if any matter is approved by such requisite percentage of holders of Series A Preferred Stock, such matter shall bind all holders of Series A Preferred Stock. 

(c)So long as any shares of Series A Preferred Stock remain outstanding, the consent of the holders of a majority of the then outstanding Series A Preferred Stock, voting as one class, together with any other series of preferred stock then entitled to vote on such matter, regardless of series, either expressed in writing or at a meeting called for that purpose, shall be necessary to permit, effect or validate the creation and issuance of any series of preferred stock of the Company which is senior as to liquidation and/or dividend rights to the Series A Preferred Stock. 

(d)So long as any shares of Series A Preferred Stock remain outstanding, the consent of a majority of the holders of the then outstanding Series A Preferred Stock, voting as one class, either expressed in writing or at a meeting called for that purpose, shall be necessary to repeal, amend or otherwise change this Certificate of Designation, Preferences and Rights or the Articles of Incorporation of the Company, as amended, in a manner which would alter or change the powers, preferences, rights privileges, restrictions and conditions of the Series A Preferred Stock so as to adversely affect the Preferred Stock. 

7.Conversion. 

The following of the Preferred Stock shall have the following conversion rights (the "Conversion Rights"):

(a)Optional Conversion:  Right to Convert.  Each share of Preferred Stock shall be convertible, at the option of the holder thereof  (provided that upon any liquidation of the Company, the right of conversion shall terminate at the close of business on the business day fixed for payment of the amount distributable on the Preferred Stock; and, further except that upon redemption of the Preferred Stock by the Company pursuant to Section 5 hereof, the right of conversion shall terminate at the close of business on the business day immediately preceding the Redemption Date) at the office of the Company or any transfer agent for the Preferred Stock or Common Stock, into fully-paid and non-assessable shares of Common Stock.   

(b)Conversion Rate.  The number of shares of Common Stock issuable on the conversion of each share of Preferred Stock shall be determined by dividing (A) the sum of (i) the Stated Value of such share or shares of Preferred Stock, plus (ii) all  

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accrued and unpaid dividends thereon, by (B) the conversion price of $.25 per share of Common Stock (the “Conversion Price”).  

(c)Limitation on Conversion; Section 13(d) Compliance.  Notwithstanding any other provision hereof, in no event (except (i) as specifically provided herein as an exception  to this provision, or (ii) while there is outstanding a tender offer for any or all of the shares of the Company’s Common Stock) shall the holder be entitled to convert any portion of the Preferred Stock (and the Company shall not have the right or obligation to pay dividends hereon in shares of Common Stock) to the extent that, after such conversion or issuance of stock in payment of dividends, the sum of (1) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Preferred Stock or other convertible securities or of the unexercised portion of warrants or other rights to purchase Common Stock), and (2) the number of shares of Common Stock issuable upon the conversion of the Preferred Stock with respect to which the determination of this proviso is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock (after taking into account the shares to be issued to the Holder upon such conversion).  For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, except as otherwise provided in clause (1) of such sentence.  The holder, by its acceptance of Preferred Stock, further agrees that if the holder transfers or assigns any of the Preferred Stock to a party who or which would not be considered such an affiliate, such assignment shall be made subject to the transferee’s or assignee’s specific agreement to be bound by the provisions of this Section 7(c) as if such transferee or assignee were the original holder thereof.  Nothing herein shall preclude the holder from disposing of a sufficient number of other shares of Common Stock beneficially owned by the holder so as to thereafter permit the continued conversion of Preferred Stock. 

(d)Mandatory Conversion.  All outstanding shares of Preferred Stock shall automatically convert into shares of Common Stock in accordance with this Section 7 in the event (i) the Company effects a transaction described in Section 7(k) in which the Company either (a) is not the surviving entity or (b) becomes the subsidiary of another entity (a “Major Transaction”), or (ii) in the event (a) a registration statement registering for resale under the Securities Act of 1933, as amended (the “Securities Act”) the shares of the Company’s Common Stock issuable upon conversion of the Preferred Stock (the “Registration Statement” and “Conversion Stock”, respectively) has been filed with the Securities and Exchange Commission and is in effect on the date of written notice of Mandatory Conversion is delivered to the holders of the Preferred Shares (b) there exists on the date of such written notice a public trading market for the Conversion Stock and such shares are listed for quotation on a national exchange, the NASDAQ Capital Market, or the OTC Markets Group, Inc. and (c) the  

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public trading price of the Company’s Common Stock has equaled or exceeded 200% of the Conversion Price, as then in effect, for ten or more consecutive Trading Days immediately preceding the date of such notice.  On such occasion, the Company shall mail written notice within ten days following the satisfaction of all of the foregoing conditions to all holders of record of the Preferred Stock.  The Mandatory Conversion of the Preferred Stock shall be deemed effective on a date which is ten days following the date that written notice is sent to the holders.  Following the effective date of such Mandatory Conversion, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock subject to such Mandatory Redemption shall not have been surrendered, the dividends with respect to such shares shall cease to accrue after the Mandatory Redemption Date and all rights with respect to such shares shall forthwith terminate, except only the right of the holders to receive shares of Common Stock.

(e)Notice of Optional Conversion.  The right of conversion shall be exercised by the holder thereof by giving written notice (the “Conversion Notice”) to the Company, by facsimile or by registered mail or overnight delivery service, with a copy by facsimile to the Company’s then transfer agent for its Common Stock, as designated by the Company from time to time, that the holder elects to convert a specified number of shares of Preferred Stock representing a specified Stated Value thereof into Common Stock and, if such conversion will result in the conversion of all of such holder’s shares of Preferred Stock, by surrender of a certificate or certificates for the shares so to be converted to the Company at its principal office (or such other office or agency of the Company as the Company may designate by notice in writing to the holders of the Preferred Stock) at any time during its usual business hours on the date set forth in the Conversion Notice, together with a statement of the name or names (with address) in which the certificate or certificates for shares of Common Stock shall be issued.  The Conversion Notice shall include therein the Stated Value of shares of Preferred Stock to be converted, and a calculation (i) of the amount of all accrued and unpaid dividends, (ii) the Conversion Price, and (iii) the number of shares of Common Stock to be issued in connection with such conversion. 

(f)Mechanics of Conversion.  Before any holder of Preferred Stock shall be entitled to convert the same into shares of Common Stock, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or of any transfer agent for the Common Stock, and shall give written notice to the Company at such office that he elects to convert the same and shall state therein the number of shares of Preferred Stock being converted.  Thereupon the Company shall promptly issue and deliver at such office to such holder of Preferred Stock a certificate or certificates for the number of shares of Common Stock to which he shall be entitled.  Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. 

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(g)Adjustment for Stock Splits and Combinations.  If the Company shall at any time or from time to time after the Original Issue Date for a series of the Preferred Stock effect a subdivision of the outstanding Common Stock, the Conversion Rate then in effect immediately before that subdivision shall be proportionately decreased, and conversely, if the Company shall at any time or from time to time after the Original Issue Date for a series of the Preferred Stock combine the outstanding shares of Common Stock, the Conversion Rate then in effect immediately before the combination shall be proportionately increased.  Any adjustment under this paragraph 7(h) shall become effective at the close of business on the date the subdivision or combination becomes effective. 

(h)Adjustment for Certain Dividends and Distributions.  In the event the Company at any time, or from time to time after the Original Issue Date for a series of Preferred Stock shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Conversion Price for such series of Preferred Stock then in effect shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Rate for such series of Preferred Stock then in effect by a fraction: 

(1)the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and 

(2)the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, if such record date shall have been fixed and such dividend is not fully made on the date fixed therefor, the Conversion Rate for such series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Rate for such series of Preferred Stock shall be adjusted pursuant to this Paragraph 7(i) as of the time of actual payment of such dividends or distributions. 

(i)Adjustment for Reclassification, Exchange, or Substitution.  If the Common Stock issuable upon the conversion of the Preferred Stock shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares or stock dividend provided for above, or a reorganization, merger, consolidation, or sale of assets provided for elsewhere in this Paragraph 7), then and in each such event the holder of each share of Preferred Stock shall have the right thereafter to convert such share into the kind and amount of shares of stock and other  

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securities and property receivable upon such reorganization, reclassification, or other change, by holders of the number of shares of Common Stock into which such shares of Preferred Stock might have been converted immediately prior to such reorganization, reclassification, or change, all subject to further adjustments as provided herein.

(j)Reorganization, Mergers, Consolidations, or Sales of Assets.  If at any time or from time to time there shall be a capital reorganization of the Common Stock (other than a subdivision, combination, reclassification, or exchange of shares provided for elsewhere in this Paragraph 7) or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the company's assets to any other person, then, as a part of such reorganization, merger, consolidation, or sale, provision shall be made so that the holders of the Preferred Stock shall thereafter be entitled to receive upon conversion of the Preferred Stock, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting form such merger or consolidation or sale, to which a holder of Common Stock deliverable upon conversion would have been entitled on such capital reorganization, merger, consolidation, or sale.  In any such case, appropriate adjustment shall be made in the application of the provisions of this Paragraph 7 with respect to the rights of the holders of the Preferred Stock after the reorganization, merger, consolidation, or sale to the end that the provisions of this Paragraph 7 (including adjustment of the Conversion Rate then in effect and the number of shares purchasable upon conversion of the Preferred Stock) shall be applicable after that event as nearly equivalent as may be practicable. 

(k)Notices of Record Date.  In the event of (i) any taking by the Company of a record of the holders of any class or series of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution or (ii) any reclassification or recapitalization of the capital stock of the Company, any merger or consolidation of the Company, or any transfer of all or substantially all of the assets of the Company to any other corporation, entity, or person, or any voluntary or involuntary dissolution, liquidation, or winding up of the Company, the Company shall mail to each holder of Preferred Stock at least thirty (30) days prior to the record date specified therein, a notice specifying (a) the date on which any such record is to be taken for the purpose of such dividend or distribution and a description of such dividend or distribution, (b) the date on which any such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation, or winding up is expected to become effective, and (c) the time, if any is to be fixed, as to when the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable upon such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation, or winding up. 

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(l)Fractional Shares.  No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock.  In lieu of any fractional shares to which the holder would otherwise be entitled, the Company shall pay cash equal to the product of such fraction multiplied by the fair market value of one share of the Company's Common Stock on the date of conversion, as determined in good faith by the Board. 

(m)Reservation of Stock Issuable Upon Conversion.  The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Preferred Stock, and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Preferred Stock, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose. 

(n)Notices.  Any notice required by the provisions of this Paragraph 7 to be given to the holder of shares of the Preferred Stock shall be deemed given when personally delivered to such holder or five (5) business days after the same has been deposited in the United States mail, certified or registered mail, return receipt requested, postage prepaid, and addressed to each holder of record at his address appearing on the books of the Company. 

(o)Payment of Taxes.  The Company will pay all taxes and other governmental charges that may be imposed in respect of the issue or delivery of shares of Common Stock upon conversion of shares of Preferred Stock. 

(p)No Dilution or Impairment.  The Company shall not amend its Articles of Incorporation or participate in any reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, for the purpose of avoiding or seeking to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in carrying out all such action as may be reasonably necessary or appropriate in order to protect the conversion rights of the holders of the Preferred Stock against dilution or other impairment. 

8.No Preemptive Rights. 

No holder of the Series A Preferred Stock of the Corporation shall be entitled, as of right, to purchase or subscribe for any part of the unissued stock of the Company or of any stock of the Company to be issued by reason of any increase of the authorized capital stock of the Company, or to purchase or subscribe for any bonds, certificates of indebtedness, debentures or other securities convertible into or carrying options or

11

warrants to purchase stock or other securities of the Company or to purchase or subscribe for any stock of the Company purchased by the Company or by its nominee or nominees, or to have any other preemptive rights now or hereafter defined by the laws of the State of Nevada.

9.No Reissuance of Preferred Stock. 

No share or shares of Preferred Stock acquired by the Company by reason of redemption, purchase, conversion, or otherwise shall be reissued, and all such shares shall be canceled, retired, and eliminated from the shares which the Company shall be authorized to issue.

10.Protective Provisions.   

So long as at least fifty percent (50%) of the shares of Preferred Stock (as adjusted for stock splits, stock dividends or recapitalizations) are outstanding and have not been converted into Common Stock or redeemed by the Company, the Company shall not, without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least a majority of the then outstanding shares of Series A Preferred Stock, voting together as one class except where otherwise required by law:

(a)amend or repeal any provision of the Company’s Articles of Incorporation or Bylaws if such action would alter or change in a manner adverse to the interest of holders of Series A Preferred Stock the designations, preferences and relative, participating, optional and other special rights, or the restrictions provided for the benefit of the Series A Preferred Stock; 

(b)authorize or issue shares of any class of stock having a preference over the Series A Preferred Stock with respect to dividends or assets; or 

(c)pay or declare any dividend on shares of Common Stock if current dividends on Preferred remain unpaid, except dividends solely in Common Stock. 

11. Miscellaneous 

(a)Transfer of Series A Preferred Stock.  A holder may sell, transfer or otherwise dispose of all or any portion of the shares of Series A Preferred Stock to any person or entity as long as such sale, transfer or disposition is the subject of an effective registration statement under the Securities Act or such Holder delivers an opinion of counsel satisfactory to the Company, to the effect that such sale, transfer, or disposition is exempt from registration thereunder; provided that no such opinion shall be required in the event of a sale by such Holder to an affiliate thereof or if the Company shall waive said opinion requirement in its sole discretion. 

12

(b)Lost or Stolen Certificate.  Upon receipt by the Company of evidence of the loss, theft, destruction or mutilation of a certificate representing shares of Series A Preferred Stock, and (in the case of loss, theft or destruction) of indemnity or security reasonably satisfactory to the Company in its sole discretion, and upon surrender and cancellation or such certificate if mutilated, the Company shall execute and deliver to the Holder a new certificate identical in all respects to the original certificate. 

(c)Notices.  Except as otherwise specified herein, any notice, demand or request required or permitted to be given pursuant to the terms of this Certificate shall be in writing and shall be deemed given (i) when delivered personally or by verifiable facsimile transmission or by e-mail or other electronic transmission (with a hard copy to follow) on or before 5:00 p.m., Boulder, Colorado, U.S. time, on a business day or, if such day is not a business day, on the next succeeding business day, (ii) on the next business day after timely delivery to an overnight courier, (iii) if to the Company, on the third business day after deposit in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid), or, (iv) if to the Holder, when deposited in the U.S. mail (first class, certified or registered) addressed as follows: 

If to the Company:

Vitro Diagnostics, Inc.

4621 Technology Drive 

Golden, Colorado  80403 

or such other address and facsimile number as the Company shall designate from time-to-time as its central office and main facsimile number; and

if to any Holder,

to such address as shall be designated by such Holder in writing to the Company. 

IN WITNESS WHEREOF, said VITRO DIAGNOSTICS, INC., has caused this Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock to be duly executed by its President and has caused its corporate seal to be affixed hereto, this 4^th day of December, 2019.

VITRO DIAGNOSTICS, INC. 

By:/s/ James R. Musick 

James R. Musick, President 

13

EX-99.1

Press Release   Source: Vitro Diagnostics, Inc.

Vitro Biopharma 2019 CEO Shareholder Letter:

Record Revenues Leading to Further Growth into 2020.

Golden, Colorado—January 23, 2020—Vitro Diagnostics, Inc. (OTCQB: VODG), dba Vitro Biopharma, announced its CEO letter to its shareholders including discussion of its 2019 results of operations ended October 31^st 2019 and its expansion plans for 2020.

Dear Shareholders,

Our highlights in the year ended October 31^st 2019 include:

Expanded revenue generation from InfiniVive-MD™ sales by 365% over 2018. We private label our cosmetic stem cell serum as InfiniVive MD™ in partnership with Jack Zamora MD, a Denver-based cosmetic surgeon for topical cosmetic use in facial applications.  We are an FDA-Registered Cosmetic manufacturer for this product.  Its sales contributed over $465,000 to our 2019 revenues.  The company expects InfiniVive-MD™ to continue to expand its contributions to revenue in 2020. www.infinivivemd.com 

Expanded revenue generation from AlloRx™ Stem Cells to DVC Stem in Grand Cayman Island by 290% over 2018 in partnership with Dr. Lou Cona, Medical Director of DVC Stem www.DVCStem.com . We operate with IRB oversight of this trial focused on inflammatory conditions that include Multiple Sclerosis patients; early results indicate safety and symptom remission for prolonged periods by a single treatment. 

Gained IRB approval for a new clinical trial in Nassau, Bahamas for “Vitro Biopharma Allogeneic Mesenchymal Stem Cell Therapy for Musculoskeletal Conditions” through our clinical partner, the Medical Pavilion of the Bahamas www.tmp-bahamas.com .  Our AlloRx™ Stem Cells will be used to treat osteoarthritis, ligament, tendon and meniscus injury and herniated disc. Patient enrollment is planned for early 2020 and is expected to add to 2020 revenues. 

Raised over $120,000 in 5-year lease financing to expand manufacturing facilities.  Subsequent to the year end, the company authorized a private Series A Convertible Preferred financing.  To date, the company has raised over $500,000 of the series A Convertible Preferred financing the maximum authorized is $1,000,000.  The offering is at $0.25 cents per share with ½ 3 year-warrant at $0.50 cents per share and ½ 5 year-warrant at $1.00 per share.  The use of proceeds is to engage new auditors and perform 2 years of financial audits in order to go current effective in 2^nd to 3^rd quarter of 2020.  Other use of proceeds is to  

commence clinical trial operations in the Bahamas, launch our stem cell activation product, STEMulize™ and add a second clean room to our manufacturing facility.

Expanded regulatory compliance to include CLIA and ISO 13485:2016 certifications and maintained our ISO certifications through successful surveillance audit for ISO 9001:2015 and ISO 13485:2016.  Vitro Biopharma is cGMP compliant, certified to ISO 9001:2015, ISO 13485:2016, CLIA and is an FDA-registered cosmetic manufacturer.  We are committed to compliance with all appropriate regulations and conduct all operations within regulatory guidelines.  

Expanded our Advisory Board with the addition of Dr. In Sok Yi 

https://vitrobiopharma.com/leading-denver-based-orthopedic-surgeon-to-join-vitro-biopharmas-scientific-advisory-board/ to support the development of our US clinical trials starting in 2020. While maintaining and expanding our offshore clinical trials, we plan to extend our trials to the US with the eventual goal of obtaining FDA approval of AlloRx™ Stem Cells for various clinical indications.  We plan submission of initial IND applications to the FDA during 2020.

The company began development of new products, STEMulize™ our single capsule format of NutraVivo™ and AlloEX™ Exosomes, our proprietary exosome product derived from AlloRx™ Stem Cells.  

Vitro Biopharma announces record revenues for the fiscal year ended October 31^st 2019 of $882,376 vs. $523,905 in 2018 based on the expansion of stem cell revenues of $657,745 in 2019 vs. $305,625 in 2018.  Total stem cell revenues were up approximately 215% from 2018.  This represented 74% of total revenue derived from stem cell revenues in the fiscal year ended October 31^st 2019 versus 58% in 2018.  Stem cell revenues are expected to comprise over 80% of the company’s revenues in 2020. The company also experienced an improvement in its operating loss going from an Operating loss of ($312,871) in 2018 to ($247,423) in 2019.  

In the 4^th quarter of 2019 the company had record quarterly revenues of $253,090 versus $169,051 in 2018 representing a 50% increase in revenues over the same comparative prior year quarter.  

The company experienced a break even cashflow quarter of $7,416 in the fourth quarter ended October 31^st 2019.  

The company grew consecutive quarterly revenues by 12% from $225,191 in the 3^rd quarter of 2019 to $253,090 in the fourth quarter of 2019.  This puts the company at an annualized run rate in excess of $1,000,000 going into 2020. In the consecutive quarter from quarter III 2019 to quarter IV 2019 expenses declined slightly from $194,682 to $172,523 representing peak investment in certifications such as ISO:9001; ISO:13485; CLIA and cGMP and FDA consultations. Net income loss between quarter III 2019 of ($91,547) was reduced by 49% to ($46,616) for the quarter ended October 31^st 2019.

Subsequent to the year end the company announced a Series A Convertible Preferred private offering.

The Preferred is convertible into the common stock of the company at $0.25 cents per share.  The preferred comes with a financing warrant of convertible at ½ share at $0.50 cents a share within 3 years and ½ share at $1.00 per share within 5 years.  To date the company has sold $500,000.  The company has set a maximum of $1,000,000.  Use of proceeds is to engage an auditor and file for current status as well as expand its operations in the Bahamas; commence clinical trials with its patent-pending AlloRx™ Stem Cells in the US market for osteoarthritis, burn therapy and Alzheimer’s disease.   Additionally, the company will be adding a second clean room to its operations and allocating marketing funds to launch its stem cell activation formulae STEMulize™.

The company saw continued growth with its Cayman Island Partnership with DVC Stem www.dvcstem.com under oversight by IRB Approval # IRCM-SI-181.  

The company expanded its new stem cell-based cosmetic product in 2019 with its exclusive partner Infinivive-MD™ operated by Dr. Jack Zamora. Our joint development arrangement contributed over $465,000 to stem cell revenue in 2019 vs $100,000 in 2018.  The company expects sales of this new product to increase substantially in 2020. www.jackzamoramd.comwww.infinivive.com

Our Stem Cell research products continued to grow providing $207,902 of revenues in 2019 up from $175,729, an 18% year over year increase.  The company is experiencing growth in its international customers from prestigious Universities and Medical Institutions.  We expect these products to continue to grow as the research community continues to expand its stem cell research and clinical trials of stem cell and cancer regenerative medicine.  (Our customer base includes such prestigious names as Harvard University; Cambridge University; The University of France; the Mayo Clinic, Pfizer, amongst others)

The company expended a major effort in 2018/2019 to upgrade our quality systems to the elite status of a biologics manufacturer with ISO certifications.  The company is pursuing new international sources of stem cell therapies and many foreign ministries of health require ISO Certification to conduct business in their territories.  We expect the cost of being ISO/CLIA certified to be more than offset by new revenues in 2020.  The company currently has a number of international business opportunities that we are pursuing.

We continue to expand our intellectual property (IP) that includes a novel US stem cell line patent application for use in numerous regenerative medicine applications including auto-immune disorders such as MS, Lupus, cardiovascular disease, kidney disease, musculoskeletal conditions such as OA and various neurodegenerative disorders.  Additional patent applications had been previously filed for treatment of neurological disorders by activation of stem cells within the brain. Our IP now allows proprietary therapies of neurological conditions including Parkinson’s disease, Alzheimer’s disease and traumatic brain injury (TBI), ASD, etc.  Neurological conditions have been under-treated for many years while stem cell therapies offer potentially effective solutions. Hence, we plan commercialization of TBI therapies in 2020.  There are more than 1.7 million TBI patients per year in the US while therapy consists of life-saving measures followed by rehabilitation with minimal therapeutic options.  Recent advances in stroke recovery by stem cell therapy highlight the regenerative potential of stem cell therapies for neurodegenerative conditions and further support the concept of brain regeneration by stem cell therapy.  Our TBI initiative involves stem cell activation

therapy and advanced diagnostics including biomarker profiling and brain scans.    www.vitrobiopharma.com/blog/

Current management has decided to focus our operational resources to achieve rapid revenue growth & profitability in our high value-added Stem Cell therapies while seeking appropriate strategic alliances and partnerships.  Our eventual goal is to be acquired by a larger firm with complimentary resources to those of the Company. The company has four active revenue generating lines of business. The company’s advanced stem cell therapies are being utilized offshore and represent preliminary data to drive US-based clinical trials for such major diseases as Multiple Sclerosis, stroke, PD using our AlloRx™ Stem Cells.  The company is building offshore revenue support while simultaneously building its clinical trial data base of treated diseases, such as MS.  Each disease represents billion-dollar market potential for our AlloRx™ Stem Cells.  We have co-developed with Dr. Jack Zamora a topical cosmetic product, InfiniVive-MD that now drives 50% of our revenue.  The InfiniVive market is the billion-dollar cosmetic salon industry. We are in discussions through our partner with large US-based cosmetic equipment manufacturers that reach thousands of salons across the US market.  Complementing our clinical grade AlloRx™ Stem Cells, the company has developed a patent-pending nutraceutical product that is a natural stem cell activation formula that can be used stand alone or enhance the results obtained when using our clinical grade AlloRx™ Stem Cells. The company is in discussions regarding partnerships to take its patent pending formulation to market.  The company’s fourth revenue stream is its core business of research stem cell/cancer products that continues to grow at 20% per annum and provides a base cashflow to support the Research and Development activities of the company.

The company is also in the process of engaging new auditors for the purpose of auditing the companies last two years of results and reporting to the SEC to become current

and actively list the company for fully authorized trading.  The company is also considering a number

of acquisition opportunities to grow the company where the acquisition is strategically aligned with the company.

In summary, Vitro Biopharma is advancing as a key player in regenerative medicine with 25-years’ experience in the development and commercialization of stem cell products for research, recognized by a “Best in Practice Technology Innovation Leadership award for Stem Cell Tools and Technology” www.vitrobiopharma.com/frost-sullivan and a growing track record of successful translation to therapy. The successes of stem cell therapies in treatment of conditions without viable treatment options continues to drive growth of regenerative medicine as an alternative to traditional medicine based on pharmaceutical & surgical approaches. We plan to leverage our proprietary technology platform to the establishment of international Stem Cell Centers of Excellence while operating in full compliance with the FDA and other applicable regulations.

Sincerely yours,

James R. Musick, PhD.

President, CEO & Chairman of the Board

Forward-Looking Statements

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”.  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.

 

The company provides its financial information for investor information purposes only. The results published however are not audited or necessarily SEC and/or GAAP compliant.

 

The company provides its financial information for investor information purposes only. The results published however are not audited or necessarily SEC and/or GAAP compliant.

 

The company provides its financial information for investor information purposes only. The results published however are not audited or necessarily SEC and/or GAAP compliant.

 

The company provides its financial information for investor information purposes only. The results published however are not audited or necessarily SEC and/or GAAP compliant.

 

The company provides its financial information for investor information purposes only. The results published however are not audited or necessarily SEC and/or GAAP compliant.

EX-99.2

Vitro Biopharma Announces up to a $1,000,000 Private Offering of Series A Convertible Preferred and Warrants.

Golden, Colorado – January 22, 2020-Vitro Diagnostics, Inc. (OTCQB: VODG), dba Vitro Biopharma announced a private placement of Units consisting of Series A Convertible Preferred Stock (“Series A Preferred”), Class A Warrants and Class B Warrants. . The Company has authorized the private offering of up to $1,000,000 in Units.

The terms of the Offering are as follows;

The Offering Price of each Unit is $50,000 and consists of shares of Series A Preferred having a Stated Value of $25 per share.  Each unit of Series A Preferred is convertible, at the option of the holder into 200,000 shares of Common Stock at a conversion price of $0.25 cents per share. Each unit of Series A Preferred will earn a coupon of 8% per year based upon its Stated Value.

Each Unit includes a Class A Warrant exercisable for three years to purchase 100,000 shares of Common Stock at an exercise price of $.50 per share and a Class B Warrant exercisable for five years to purchase 100,000 shares of Common Stock at an exercise price of $1.00 per share.

The Units are being offered and sold without registration under the Securities Act of 1933, as amended (the “Act”), in reliance upon the exemption contained in Rule 506 of Regulation D under the Act. Neither the Units, the Series A Preferred, the Class A Warrants, Class B Warrants, nor the share of Common Stock issuable upon conversion of the Series A Preferred or exercise of the Class A or Class B Warrants may be sold in the United States absent registration under the Act or in reliance upon an available exemption from such registration.

As of January 20, 2020, the Company had completed the sale of $500,000 in Units.

The Company intends to utilize the proceeds of the Offering for regulatory compliance and expanding business operations.

Forward-Looking Statements

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”.  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.