-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HO7kAgPQLHd0KWDa/R24c0eDCek9Bp54q/XvROp0Q2NMmYJmcP9EwQJEy0SN7kvb ZTo4uqLFZ+yRmc/aX8Jv2g== 0001181431-08-026088.txt : 20080423 0001181431-08-026088.hdr.sgml : 20080423 20080422193217 ACCESSION NUMBER: 0001181431-08-026088 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080422 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080423 DATE AS OF CHANGE: 20080422 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VITRO DIAGNOSTICS INC CENTRAL INDEX KEY: 0000793171 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 841012042 STATE OF INCORPORATION: NV FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17378 FILM NUMBER: 08770339 BUSINESS ADDRESS: STREET 1: 12635 E. MONTVIEW BLVD. STREET 2: SUITE 218 CITY: AURORA STATE: CO ZIP: 80010 BUSINESS PHONE: (720) 859-4120 MAIL ADDRESS: STREET 1: 12635 E. MONTVIEW BLVD. STREET 2: SUITE 218 CITY: AURORA STATE: C0 ZIP: 80010 FORMER COMPANY: FORMER CONFORMED NAME: LABTEK INC DATE OF NAME CHANGE: 19870217 FORMER COMPANY: FORMER CONFORMED NAME: IMPERIAL MANAGEMENT INC DATE OF NAME CHANGE: 19870201 8-K 1 rrd203657.htm Form 8-K re Press Release Additional Funding Milestone (00344078.DOC;1)

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): April 22, 2008

 

VITRO DIAGNOSTICS, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

0-17378

(Commission File

Number)

84-1012042

(I.R.S. Employer

Identification No.)

12635 E. Montview Blvd.

Aurora, CO 80010

(Address of principal executive offices) (Zip Code)

Registrant's telephone number including area code: (720) 859-4120

 

Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

On April 22, 2008, the Company issued a press release relating to achievement of certain business milestones and the anticipated receipt of additional working capital. A copy of the press release is attached to this report as Exhibit 99.1.

The information furnished under this Item 7.01, including the exhibit, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release dated April 22, 2008

Cautionary Statement for Purposes of the "Safe Harbor "Provisions of the Private Securities Litigation Reform Act of 1995.

The matters discussed in this report on Form 8-K, when not historical matters, are forward-looking statements that involve a number of risks and uncertainties that could cause actual results to differ materially from projected results. Such factors include, among others set forth in the Company's reports filed with the SEC, 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 risk factors as described from time to time in the Company's filings with the SEC. Many of these factors are beyond the Company's ability to control or predict. The Company disclaims any intent o r obligation to update its forward-looking statements, whether as a result of receiving new information, the occurrence of future events, or otherwise.

 

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

VITRO DIAGNOSTICS, INC.

 

Date: April 22, 2008 By: /s/ James R. Musick

Name: James R. Musick

Title: President and Chief Executive Officer

 

 

Exhibit Index

The following is a list of the Exhibits filed or furnished herewith.

Exhibit

Number Description of Exhibit

99.1 Press Release dated April 22, 2008

 

EX-99.1 2 rrd203657_24096.htm Press Release re Private Placement (00341635.DOC;1)

Press Release

Source: Vitro Diagnostics, Inc.

 

Vitro Achieves Milestone Resulting In Additional Funding

April 22, 2008

Aurora, Colorado-April 22, 2008-Vitro Diagnostics, Inc. (OTCBB: VODG), dba Vitro Biopharma, announced the initial distribution of stem cell-derived human beta islets to prospective customers. This was a condition to the exercise of warrants held by a group of private investors that will result in an additional infusion of capital into the Company. The distribution was made with the goal of stimulating sales of the Company's stem cell-derived products to these prospective customers.

Dr. Jim Musick, Vitro's President and CEO, said, "We are pleased to announce progress in the commercialization of our stem cell-derived human beta islets. Also, the anticipated additional capital infusion should allow us to continue the ongoing expansion of our manufacturing capacity, including: moving to a new facility, purchase of state-of-the-art equipment and pre-clinical studies of effectiveness. We intend to use our available resources to leverage our novel technology for production of human pancreatic beta islets from stem cells into the first firm to commercialize high-quality human beta islets that are consistently manufactured to exacting industrial standards."

The holders of 1,000,000 Class A warrants are now obligated to exercise these warrants at $0.125 per share potentially resulting in gross proceeds of $125,000 to the Company for the sale of 1,000,000 shares of common stock and 500,000 Class B warrants to these investors. The Class B warrants grant the holders the right to purchase an additional 500,000 shares of Company stock at $0.25 per share under specific terms and conditions.

THE SECURITIES DISCUSSED IN THIS RELEASE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR STATE SECURITIES' LAWS AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS.

About Vitro Diagnostics, Inc.

Vitro Diagnostics, Inc. dba Vitro Biopharma (OTCBB: VODG) has generated over 30 adult stem cell lines from human pancreatic tissues. Vitro owns patent-pending technology for the generation and differentiation of adult stem cell lines and has applied this technology to production of beta islets from stem cell lines generated by the Company. These cell lines may have application in drug development and discovery, diabetes research and therapy. The Company manufactures the VITROCELL™ brand of human pancreatic-derived cell lines and related products for research and commercial applications.

Safe Harbor Statement

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 Diagnostics, Inc.

(720) 859-4120

E-mail: jim@vitrodiag.com

Source: Vitro Diagnostics, Inc.

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