Vitro Biopharma, Inc. announced that it has entered into definitive agreement with an accredited investor to issue 8% convertible promissory note for the gross proceeds of $325,000 on June 13, 2023. The notes bears 8% interest rate and will get matured five years from the date of issuance; may be converted at any time at the option of the holder and will be automatically converted in full at the earliest of the completion of a Qualified Financing, a Change in Control, an event of default, or the maturity date, which is five years from the date of issuance. The Warrants issued 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 in the case following a Qualified Financing, by dividing the sum of the aggregate outstanding principal amount of the Convertible Note plus all accrued and unpaid interest thereon at the time of conversion, by the quotient of the Discounted Qualified Financing Price divided by $0.75, or in connection with a Change of Control, by dividing the sum of the aggregate outstanding principal amount of the Convertible Note plus all accrued and unpaid interest thereon at the time of the Note's conversion, by the Capped Price, subject to adjustment as set forth in the Warrant.

In each case, the Warrants are exercisable at a price of $0.625 per share for a period of five years. he offer and sale of the Convertible Note and the Warrants (“Securities”) were not registered under the Securities Act of 1933, as amended and reliance on the exemption provided by Rule 506 of Regulation D promulgated under the Act.