Vitro Biopharma Inc. entered into securities purchase agreement with an accredited investor for a private placement of a senior secured convertible note for gross proceeds of $2,000,000 on November 16, 2023. The transaction included participation from single investor pursuant to exemption provided under Regulation D. Interest on the note will accrue commencing on the earlier of the maturity date or upon an event of default, at the annual rate of 20%, due the first day of each calendar month following such date. The Note will mature at the earlier of May 16, 2024, and the occurrence of a Liquidity Event provided that the company may extend the maturity date to August 16, 2024.

The note is secured by all of the company?s assets pursuant to a security agreement between the company and the investor. The Note will be convertible into common stock commencing on the maturity date, at a conversion price equal to the product of the Liquidity Event Price and 0.70 or 0.60 if the company has extended the maturity date, provided however, that if no Liquidity Event has occurred by the maturity date then the conversion price will be the amount obtained by dividing 95,000,000 by the number of shares of common stock outstanding on such date calculated on a fully-diluted basis.