UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 18, 2024 , Vitro Biopharma, Inc. (the “Company”) entered into a Mutual Release and Settlement Agreement (the “Settlement Agreement”) and Consulting Agreement (the “Consulting Agreement”) with its former Chief Financial Officer, Nathan Haas (the “Agreements”). Pursuant to the Settlement Agreement, the parties confirmed Mr. Haas’s resignation as Chief Financial Officer, effective January 18, 2024.
The parties agreed to confidentiality and non-disparagement restrictions, as well as a release of any potential claims against each other. In addition, certain provisions of Mr. Haas’s employment agreement will survive his resignation, including: (i) The payment of currently unpaid bonus compensation of $175,000, which will be paid upon the completion of either (1) a Qualified Financing, as defined in the Settlement Agreement, or (2) a direct listing on either the New York Stock Exchange or NASDAQ; and (ii) the payment of unpaid 2023 bonus, which will be determined by the Board of Directors no later than April 1, 2024.
Pursuant to the Consulting Agreement, Mr. Haas will serve as a strategy business consultant to the Company. The Consulting Agreement will have an initial term of four months. Mr. Haas will be compensated $15,000 monthly.
On January 22, 2024, Thomas W. Ohrt was appointed the Company’s Chief Financial Officer. Pursuant to a letter agreement between the Company and Mr. Ohrt, Mr. Ohrt will be paid a salary of $250,000 per year and will be eligible for a $125,000 target performance bonus based on Company goals.
Mr. Ohrt has served as the Company’s Controller since January 3, 2022. From December 2019 to January 2022 Mr. Ohrt served as a consultant at SJM Financial, providing financial reporting services to various publicly traded and private companies. Mr. Ohrt briefly retired, from October 2018 to December 2019. Prior to that, Mr. Ohrt served as President and Chief Financial Officer of Formation Energy from April 2013 to October 2018. In addition to these positions, during his 35-year career in finance, Mr. Ohrt has served as Controller of a publicly traded pharmaceutical company, three startup software companies and two other energy-related companies. Mr. Ohrt received his BS in Accounting from Illinois State University.
The foregoing descriptions of the Settlement Agreement, Consulting Agreement, and Offer Letter are qualified by reference to the full text of such documents which are filed as exhibits to this report.
Item 8.01 Other Events
On January 22, 2024, the Company issued a press release announcing the appointment of Thomas W. Ohrt as its Chief Financial Officer. A copy of the press release is filed as Exhibit 99.1 to this Current Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
Description | |
10.1 | Consulting Agreement | |
10.2 | Mutual Release | |
10.3 | Offer Letter | |
99.1 | Press Release | |
104 | Cover Page Interactive Data File (embedded within Inline XBRL document). |
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 hereunto duly authorized.
VITRO BIOPHARMA, INC. | ||
Date: January 23, 2024 | By: | /s/ Chris Furman |
Name: | Chris Furman | |
Title: | Chief Executive Officer |
Exhibit 10.1
CONSULTING AGREEMENT
This Consulting Agreement (this “Agreement”) is entered into as of this 18th day of January, 2024 (the “Effective Date”), by and between (1) Nathan Haas (the “Consultant”), and (2) Vitro Biopharma, Inc., a Nevada corporation (the “Company”) and having its principal place of business at 3200 Cherry Creek Drive South, Suite 410, Denver, Colorado 80209. The Company and Consultant are collectively referred to herein as the “Parties”.
WHEREAS, the Company is a an innovative biotechnology company targeting autoimmune diseases and inflammatory disorders;
WHEREAS, Consultant is operating as a financial and business consultant;
WHEREAS, the Company desires to retain Consultant, and Consultant desire to be retained by the Company;
NOW, THEREFORE, in consideration of the premises and promises, warranties and representations herein contained, it is agreed as follows:
1. DUTIES. (a) The Company hereby engages the Consultant and the Consultant hereby accepts engagement as a strategy business consultant to the Company. It is understood and agreed, and it is the express intention of the parties to this Agreement, that the Consultant is an independent contractor, and not an employee or agent of the Company for any purpose whatsoever. Consultant shall perform all duties and obligations as described in this Section and agrees to be available at such times as may be scheduled by the Company. It is understood, however, that the Consultant will maintain Consultant’s own business in addition to providing services to the Company. The Consultant agrees to promptly perform all services required of the Consultant hereunder in an efficient, professional, trustworthy and businesslike manner. In such capacity, Consultant will utilize only materials, reports, financial information or other documentation that is approved in writing in advance by the Company.
(b) Description of Consulting Services. The Consultant agrees, to the extent reasonably required in the conduct of its business with the Company, to place at the disposal of the Company its judgment and experience and to provide financial and business advice to the Company including, but not limited, to (a) help drafting a public filings, (b) help preparing and/or reviewing a valuation analysis, (c) help drafting marketing materials and presentations, (d) reviewing the Company’s business requirements and discuss financing and businesses opportunities, (e) investor marketing, (f) investor relations introductions, (g) legal counsel introductions and review, (h) auditor introductions, (i) investment banking and research introductions, (j) M&A canvassing and ways to grow the business organically, and (k) stand-by capital markets advisory services as needed.
2. TERM. The Term of this Agreement is four (4) months, at which point this Agreement can be extended for another three (3) months with the consent of both Parties in writing.
3. COMPENSATION. For services rendered hereunder, the Company shall pay to the Consultant a nonrefundable monthly consulting fee of Fifteen Thousand Dollars ($15,000), which will be fully earned by the Consultant upon the Company’s execution of this Agreement and will be payable to the Consultant within 10 days thereof. For avoidance of doubt, the sum of the consulting agreement will equal $60,000 and the first payment will be within ten (10) business days of the execution of this Agreement. The second payment will be due thirty (30) days thereafter and will continue every thirty (30) days thereafter for the duration of the Agreement.
4. EXPENSES. The Company agrees to reimburse the Consultant from time to time for reasonable and pre-approved (in writing, including via email) out-of-pocket expenses incurred by Consultant in connection with its activities under this Agreement.
6. CONFIDENTIALITY. All knowledge and information of a proprietary and confidential nature relating to the Company which the Consultant obtains during the term of this Agreement from the Company or the Company’s employees, agents or other consultants shall be for all purposes regarded and treated as strictly confidential for so long as such information remains proprietary and confidential and shall be held in trust by the Consultant solely for the Company’s benefit and shall not be directly or indirectly disclosed by the Consultant to any other person without the prior written consent of the Company, which consent may be withheld by the Company in its sole discretion.
7. INDEPENDENT CONTRACTOR STATUS. Consultant understands that since the Consultant is not an employee of the Company, the Company will not withhold income taxes or pay any employee taxes on its behalf, nor will it receive any fringe benefits. The Consultant shall not have any authority to assume or create any obligations, express or implied, on behalf of the Company and shall have no authority to represent the Company as agent, employee or in any other capacity that as herein provided.
8. TERMINATION. This Agreement may be terminated by mutual consent of both Parties at any time, provided, however, that termination shall not relieve the Company from paying the compensation provided for hereunder.
9. NO THIRD-PARTY RIGHTS. The Parties warrant and represent that they are authorized to enter into this Agreement and that no third parties, other than the Parties hereto, have any rights to or interest in any of the services contemplated hereby.
10. ABSENCE OF WARRANTIES AND REPRESENTATIONS. Each Party acknowledges that it has executed and delivered this Agreement without having relied upon or being induced by any agreement, warranty or representation of fact or opinion of any person not expressly set forth herein. All representations and warranties of either Party contained herein shall survive its execution and delivery.
12. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado.
12. ATTORNEY’S FEES. In the event of any controversy, claim or dispute between the Parties arising out of or in any manner relating to this Agreement, the prevailing Party in any action brought to resolve such controversy, claim or dispute shall be entitled to recover reasonable attorney’s fees and costs.
13. VALIDITY. If any paragraph, sentence, term or provision hereof shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity enforceability of any other paragraph, sentence, term and provision hereof. To the extent required, any paragraph, sentence, term or provision of this Agreement may be modified by the Parties hereto by written amendment to preserve its validity.
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14. NON-DISCLOSURE OF TERMS. The terms of this Agreement shall be kept confidential, and no Party, employee, agent or other representative or such Party shall disclose its contents to any third party except as required by law or as necessary to comply with applicable law.
15. BOARD ACTION. As a condition to the effectiveness of this Agreement, the Company will deliver to the Consultant a true and correct copy of the Unanimous Written Consent of the Board of Directors of the Company, executed by each member of such Board, in the form attached as Exhibit A hereto.
16. ENTIRE AGREEMENT. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and cannot be altered or amended except by a written amendment duly executed by both Parties.
17. ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign any of its rights or obligations hereunder without the prior written consent of the other Party, which consent may be withheld for any reason. Any purported assignment in violation of this Section shall be null and void.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first written above.
The Company | The Consultant | |||
Vitro Biopharma, Inc. | Nathan Haas | |||
a Nevada corporation | individually | |||
/s/ Christopher Furman | /s/ Nathan Haas | |||
By: | Christopher Furman | By: | Nathan Haas | |
Chief Executive Officer | individually |
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Exhibit A
UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS
OF
VITRO BIOPHARMA, INC.
The undersigned, representing all the members of the Board of Directors (“Board”) of VITRO BIOPHARMA, INC., a Nevada corporation (the “Company”), hereby take the following actions and adopt the following resolutions by written consent without a meeting of the Board, to be effective as of January 18, 2023:
1. Authority to Act by Written Consent.
RESOLVED, that pursuant to Section 78.315.2 of the Business Corporations Act, as amended, of the State of Nevada, any action authorized in writing by all of the directors entitled to vote thereon and filed with the minutes of the Company shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board.
2. Ratification of Consulting Agreement & Mutual Release Agreement
RESOLVED, that the Chief Executive Officer of the Company executed and delivered to Nathan Haas (the “Consultant”) the Consulting Agreement between the Company and Consultant dated January 18, 2023 (“Consulting Agreement”), a copy of which is attached hereto.
RESOLVED, that the Board hereby ratifies and confirms the Mutual Release Agreement (the “Mutual Release Agreement”) in connection with the desire to fully and completely resolve all items potentially pending between them, including without limitation all matters that were or could have been raised in connection with Haas’s employment, his resignation from the Company, and historical Company acts.
RESOLVED, that the Board has reviewed the Agreements and believes it to be advisable and in the best interests of the Company, and accordingly, hereby approves, adopts, consents to, votes for, ratifies and confirms the Agreements, and hereby directs, authorizes and empowers the Chief Executive Officer of the Company to perform the obligations of the Company thereunder as he may deem necessary or appropriate.
3. Omnibus Resolutions.
RESOLVED, that the officers of the Company are authorized and empowered to take all such actions (including, without limitation, soliciting appropriate consents or waivers from the stockholder) and to execute and deliver and file all such documents and pay all such expenses as may be necessary or advisable to carry out the intent and accomplish the purposes of the foregoing resolutions and to effect any transactions contemplated thereby and the performance of any such actions and the execution and delivery of any such documents shall be conclusive evidence of the approval of the Board thereof and all matters relating thereto.
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RESOLVED, that the omission from these resolutions of any approval or other arrangement contemplated by any of the approvals or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirements of any of the approvals or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Board or the officers of the Company to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by and the intent and purposes of the foregoing resolutions.
This action shall be filed with the minutes of the proceedings of the Board and shall be effective as of the date of execution below. Any copy, facsimile or other reliable reproduction of this action may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction be a complete reproduction of the entire original writing.
IN WITNESS WHEREOF, the undersigned directors of the Board of the Company have set his hand to this Unanimous Written Consent of the Board of Directors as of the date first above written.
By: | ||
Name: | Christopher Furman | |
Title: | Director | |
By: | ||
Name: | James R. Musick | |
Title: | Director | |
By: | ||
Name: | Caroline Mosessian | |
Title: | Director | |
By: | ||
Name: | John Packs | |
Title: | Director |
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Exhibit 10.2
MUTUAL RELEASE AND SETTLEMENT AGREEMENT
This agreement is between Vitro Biopharma, Inc. (“Vitro”) and Nathan Haas (“Haas”) and shall be effective on the day on which it is signed by Haas (the “Effective Date”).
Recitals
1. Haas was employed by Vitro until January 18th, 2024 and served as the Chief Financial Officer of Vitro until that date.
2. Haas has resigned his employment with the Company and all of its subsidiaries, effective as of the Effective Date.
3. The parties wish to make the separation amicable but conclusive on the terms and conditions set forth in this agreement, as well as in the other agreements identified herein.
4. Vitro and Haas desire to fully and completely resolve all items potentially pending between them, including without limitation all matters that were or could have been raised in connection with Haas’s employment, his resignation from the Company, and historical Company acts.
Agreement
NOW, THEREFORE, based on the foregoing recitals and in consideration of the mutual conditions, covenants and agreements set forth below, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Resignation as Chief Financial Officer and Other Positions. Effective immediately, Haas hereby resigns his position as Chief Financial Officer of Vitro and as an officer, director, manager, or member of any other subsidiary of Vitro. As it would otherwise be misleading and inaccurate, in the books and records of Vitro and any public disclosure relating to Haas’s separation from Vitro, the separation shall be characterized as a “resignation.”
2. Other Agreements. In addition to this agreement, the parties agree to contemporaneously execute the following agreements, the terms of which shall survive the execution of this agreement as set forth in those other agreements:
a) | Consulting Agreement in the form attached hereto as Exhibit A “Consulting Agreement”) |
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3. Benefits and Consideration.
(a) | Because of your resignation, you are entitled to payment of your salary through the date of termination, and to compensation for all accrued, unused vacation time, which is four (4 weeks). An amount for your unpaid salary and all accrued vacation pay, less customary withholdings, will be deposited into Mr. Haas account set up through Trinet within ten (10) days of the date of this agreement. | |
(b) | The company’s medical and dental plans coverage will end on July 1, 2024. | |
(c) | Vitro hereby admits, acknowledges and agrees that any unused flight credits shall be retained by Mr. Haas. | |
(d) | Through the date of Mr. Haas resignation (this agreement), he is entitled to payment of unpaid compensation for his 2022 and 2023 bonus. The 2022 unpaid compensation will be payable, less customary withholdings, and will be deposited into Mr. Haas account set up through Trinet within the earlier of (i) a completed Qualified Financing (as defined below), or a Direct Listing on NASDAQ or NYSE. The 2022 unpaid compensation will be deposited into Mr. Haas account within thirty (30) days after the earlier of the Qualified Financing or Direct Listing and will pay Mr. Haas unpaid bonus compensation for 2022 of $175,000. The 2023 unpaid bonus compensation, which shall be determined by the Board of Directors before April 1, 2024, will be payable commensurate with Chris Furman, Chief Executive Officer (the “CEO”) on a percentage basis. For avoidance of doubt, if the CEO is being paid a bonus over his 2022 unpaid compensation of four-hundred thousand as of January 18, 2024, the schedule of payments will be consistent with the CEO based on a percentage of the total unpaid amount. i.e., if the CEO is paid 20% of a 2023 bonus in cash, equity, or any other compilation, derivative or extract of such payment, Mr. Haas will be paid 20% of his total 2023 unpaid compensation contemporaneously with the CEO. In the event the CEO resigns or is terminated, the 2023 unpaid compensation with be payable within thirty (30) days of the separation date. | |
Qualified Financing. For the purposes of this Agreement, a “Qualified Financing” shall mean an equity financing completed after the date of this agreement that involves the (i) sale of equity securities, or (ii) any proceeds of debt financing received by Vitro resulting in gross proceeds to the Company of at least $2,000,000. | ||
(e) | In consideration of the covenants and agreements set forth herein Mr. Has hereby waives and relinquishes all rights to any severance payments under the Employment Agreement. |
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4. Treatment of Equity Awards. Upon the execution of this Agreement, all outstanding and as yet unexercised options under the Non-Statutory Stock Option Agreement(s) (determined to be 1,500,000 options) pursuant to the August 2021 and October 2021 option agreement shall continue to vest in accordance with their terms (collectively, the “Retained Options”). Subject to this agreement the options shall remain in effect and all options shall continue to be exercisable in accordance with their terms for a period of 10 years. Mr. Haas and Vitro agree and acknowledge that the Retained Options as of the execution of this agreement, 1,500,000 shares of Common Stock will continue to vest and be fully earned. Should the Company elect, at its sole discretion to immediately vest the Retained Options, the Company will promptly send Mr. Haas in writing, but in any event not less than 2 business days after the determined date a letter disclosing the change in the schedule.
5. Board Observer. Mr. Haas will be invited by the Chairman of the Board of Directors to participate as a Board Observer in appropriate meetings determined at the Board’s sole discretion.
6. Releases.
(a) | Mr. Haas, for himself, his heirs, personal representatives, successors and assigns, and any other person or entity that could or might act on behalf of him, including, without limitation, his counsel (all of whom are collectively referred to as “Releasers”), hereby fully and forever release and discharge Vitro, its present and future affiliates and subsidiaries, and each of their past, present and future officers, directors, employees, shareholders, independent contractors, attorneys, insurers, successors and assigns and any and all other persons or entities that are now or may become liable to any Releaser due to any Releasee’s act or omission, all of whom are collectively referred to as “Releasees,” of and from any and all actions, causes of action, claims, demands, costs and expenses, including attorneys’ fees, of every kind and nature whatsoever, in law or in equity, whether now known or unknown, that Releasers, or any person acting under any of them, may now have, or claim at any future time to have, based in whole or in part upon any act or omission occurring on or before the Effective Date, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act, and the Colorado Civil Rights Act; EXCEPT for the rights and obligations created by this agreement and the Ancillary Agreements. Haas hereby warrants that he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. Haas further states and agrees that he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state, and Haas agrees that he will not file a worker’s compensation claim asserting the existence of any such illness, injury, or disability. Haas understands and agrees that by signing this agreement he is giving up his right to bring any legal claim against Vitro concerning, directly or indirectly, Haas’s employment relationship with Vitro, including his resignation from employment and his position as an officer and director of Vitro. Haas agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of Vitro in connection with his employment, to include all actual or potential legal claims that Haas may have against Vitro, except as specifically provided otherwise in this agreement. |
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(b) | Vitro, for itself, its subsidiaries, officers, directors, employees, subsidiaries, and any other person or entity that could or might act on behalf of it including, without limitation, its attorneys (all of whom are collectively referred to as “Vitro Releasers”), hereby fully and forever release and discharge Haas, his heirs, representatives, assigns, attorneys, and any and all other persons or entities that are now or may become liable to any Vitro Releaser on account of Haas’s employment with Vitro or separation therefrom, all of whom are collectively referred to as “Vitro Releasees,” of and from any and all actions, causes of action, claims, demands, costs and expenses, including attorneys’ fees, of every kind and nature whatsoever, in law or in equity, whether now known or unknown, that Vitro Releasers, or any person acting under any of them, may now have, or claim at any future time to have, based in whole or in part upon any act or omission occurring before the Effective Date, without regard to present actual knowledge of such acts or omissions; EXCEPT as specifically provided otherwise in this agreement or future Agreements. Vitro understands and agrees that by signing this agreement, it is giving up its right to bring any legal claim against Haas concerning, directly or indirectly, Haas’s employment relationship with Vitro or his position as an officer and director of Vitro. Vitro agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of Haas, to include all actual or potential legal claims that Vitro may have against Haas, except as specifically provided otherwise in this agreement. |
7. Release of Unknown Claims. Each of the Parties acknowledges that he or it may hereafter discover facts in addition to or different from those that they now know or believe to be true with respect to the subject matter of the Claims or Employment Claims released herein, but the Parties hereby knowingly and willingly, fully, finally and forever settle and release any and all such Claims and Employment Claims as provided in this Agreement, whether known or unknown, suspected or unsuspected, contingent or non-contingent, which now exist or heretofore have existed upon any theory of law or equity now existing or coming into existence in the future. Each of the Parties acknowledges that it has been advised by its attorneys concerning this agreement.
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8. Trade Secrets and Confidential Business Information. Haas acknowledges that on or about October 1, 2021, he executed an agreement under which he assumed certain obligations relating to Vitro’s confidential and proprietary business information and trade secrets (the “Executive Employment Agreement Addendum”). Haas agrees that, except as provided for in this agreement, the provisions of section 7.3 of that Executive Employment Agreement shall by its terms survive the execution of this agreement and that the parties’ rights and duties thereunder shall not in any way be affected by this agreement.
9. Acknowledgement of Existing Non-Competition Restrictions. Haas acknowledges that the provisions of Section 7.2 (Non-Competition) of his Executive Employment Agreement and the addendum executed on or about November 10, 2023, remain in full force and effect.
10. No Admissions. Nothing contained in this Agreement, including the grant of release as set forth in Section 6, is to be construed as an admission of liability, fault or wrongdoing or any fact or condition indicating any wrongdoing by any Party with respect to any released claim or an admission as to the merit of any settled claim. This Agreement is being entered solely for the purpose of avoiding the time and expense involved in litigation or arbitration. Nothing contained in this Agreement or anything said or communicated in the course of negotiating this Agreement may be offered in any proceeding as evidence of any liability or wrongdoing by any Party or any merit or lack of merit of any released or settled claim; provided, however, that this Agreement and all communications and statements made in connection herewith may be introduced in any proceeding to enforce any of the terms of this Agreement.
11. Authority and Non-Assignment. The parties warrant that each has authority to enter into this agreement, and that neither has transferred to any other person or entity any claim, action, demand, or cause of action released by this agreement.
12. Press Release; Form 8-K; Confidentiality.
(a) | At approximately 4:15 p.m. (New York time) three (3) business days after the Effective Date, Vitro shall issue a mutually agreed press release. | |
(b) | Promptly following the Effective Date, but not less than 4 business days after the execution of this agreement, the Company will file a Current Report on Form 8-K, which will report the entry into this Agreement and include this Agreement as an exhibit thereto. Such Current Report on Form 8-K shall be consistent with the Press Release and the terms of this Agreement, and shall be in form and substance reasonably acceptable to Mr. Haas. |
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(c) | Other than in connection with the disclosures set forth in clauses (a) – (b) of this Section 12, or any subsequent filings required to be made by the Company with the SEC, this Agreement and its terms, including all documents, communications, drafts and other materials of any kind relating to the negotiation of this Agreement, the circumstances leading thereto, or the implementation thereof (collectively, “Settlement Information”), shall be and remain confidential and shall not be disclosed to any other person, except (i) with the specific written consent of both Parties, (ii) as required by a court or other governmental body, or as otherwise required by law, or to enforce the terms of this Agreement; provided, however, that if a Party receives a subpoena or other process or order requiring production of Settlement Information, such Party shall promptly notify the other Parties, but in any event not less than two (2) days so that each Party has a reasonable opportunity to object to such subpoena, process or order, it being understood that the Party objecting to disclosure shall have the burden of defending against such subpoena, process or order and the Party receiving the subpoena, process or order shall be entitled to comply with it except to the extent the objecting Party is successful in obtaining an order modifying or quashing it, (iii) to legal counsel of or for the Parties and (iv) to officers, members, partners, employees, directors, agents, accountants, banks, insurers, reinsurers, auditors, tax advisors, tax authorities, attorneys, regulators, investors, and other advisors or consultants of the Parties, so long as such disclosure is for a legitimate business purpose and any such person (other than any regulator or government authority) agrees, unless otherwise required by law, to maintain the confidentiality of the Settlement Information. |
13. Covenant of Non-Assistance. Mr. Haas covenants never to provide information, assistance or encouragement of any kind to any governmental agency, person or entity concerning the investigation or prosecution of any claim against Vitro, except pursuant to lawful subpoena or court order. Similarly, Vitro covenants never to provide information, assistance or encouragement of any kind to any governmental agency, person or entity concerning the investigation or prosecution of any claim against Haas or any entity he is affiliated with, except pursuant to lawful subpoena or court order.
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14. Nondisparagement. Mr. Haas and Vitro shall each refrain from making, and shall cause their respective affiliates and its and their respective principals, directors, members, general partners, officers, employees, agents and representatives acting on their behalf (the “Representatives”) not to make or cause to be made, and shall not directly or indirectly encourage any other person to make or cause to make, any statement or announcement (including in any document or report filed with or furnished to the SEC or through the press, media, analysts or other persons) that constitutes an ad hominem attack on, or otherwise disparages, defames, slanders, or impugns or is reasonably likely to damage the reputation of (any such statements, a “Disparaging Statement”), (i) in case of statements or announcements by Mr. Haas: Haas covenants never to disparage or speak ill of Vitro or any Vitro product, service, or business undertaking or of any present employee, officer or director of Vitro, nor shall Haas at any time harass or behave unprofessionally toward any past, present or future Vitro employee, officer or director; and (ii) in case of statements or announcements by Vitro: Vitro covenants that no Vitro officer, director or employee shall, while employed by or while serving on the board of directors of Vitro, disparage or speak ill of Haas, including any entity that he is affiliated with, nor shall any such person, while employed by or while serving on the board of directors of Vitro, at any time harass or behave unprofessionally toward Haas. The foregoing shall not restrict the ability of any person to assert or defend claims in litigation, comply with any subpoena or other legal process, respond to a request for information from any governmental authority with jurisdiction over the party from whom information is sought, or to exercise any legally protected whistleblower rights (including pursuant to Rule 21F promulgated under the Exchange Act).
15. Nonreliance. Each party understands and agrees that he or it assumes all risk that the facts or law may be, or become, different than the facts or law as believed by the party at the time he or it executes this agreement.
17. Additional Warranty and Acknowledgment. The parties warrant and represent that they have been offered no promise or inducement except as expressly provided in this agreement, and that this agreement is not in violation of or in conflict with any other agreement of either party.
18. Survival of Covenants and Warranties. All covenants and warranties contained in this agreement are contractual and shall survive the closing of this agreement.
19. Construction. The Parties acknowledge that they and their respective counsel have reviewed this Agreement in its entirety and have had a full and fair opportunity to negotiate its terms. Each Party therefore waives all applicable rules of construction that any provision of this Agreement should be construed against its drafter and agrees that all provisions of this Agreement shall be construed as a whole, according to the fair meaning of the language used.
20. Termination of Existing Agreements. The parties hereto agree that all other agreements between the parties are by execution of this agreement deemed to be automatically terminated, void and of no further effect and force. For avoidance of doubt, this agreement, and any agreements or exhibits attached hereto, is the entire, final, complete, and fully integrated agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreements or communication between the Parties, whether written, oral, electronic or otherwise.
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21. Miscellaneous.
(a) Successors and Assigns. This agreement shall be binding in all respects upon, and shall inure to the benefit of, the parties’ heirs, successors and assigns.
(b) Governing Law. This agreement shall be governed by the internal laws of the State of Colorado, irrespective of the choice of law rules of any jurisdiction.
(c) Severability. In the event that a court of competent jurisdiction enters a final judgment holding invalid any provision of this agreement, the remainder of this agreement shall be fully enforceable.
(d) Modification. This agreement shall not be modified except in a writing signed by the parties.
(e) Waiver. No term or condition of this agreement shall be deemed to have been waived, nor shall there be an estoppel against the enforcement of any provision of this agreement, except by a writing signed by the party charged with the waiver or estoppel. No waiver of any breach of this agreement shall be deemed a waiver of any later breach of the same provision or any other provision of this agreement.
(f) Headings. Headings are intended solely as a convenience and shall not control the meaning or interpretation of any provision of this agreement.
(g) Gender and Number. Pronouns contained in this agreement shall apply equally to the feminine and masculine genders. The singular shall include the plural, and the plural shall include the singular.
(h) Other Agreements. Each party shall promptly execute, acknowledge and deliver any additional document or agreement that the other party reasonably believes is necessary to carry out the purpose or effect of this agreement.
(i) Burden of Proof. Any party contesting the validity or enforceability of any term of this agreement shall be required to prove by clear and convincing evidence fraud, concealment, failure to disclose material information, unconscionability, misrepresentation or mistake of fact or law.
(j) Disputes. Every dispute arising from or relating to this agreement shall be tried only in the state or federal courts situated in the Denver, Colorado, metropolitan area.
(l) Fees and Costs. In any action or arbitration relating to or arising from this agreement, the party substantially prevailing shall recover from the other party all attorneys’ fees, litigation expenses, and arbitration costs, including the prevailing party’s share of the arbitrator’s fees.
(m) Counterparts. This agreement may be executed in counterparts, all of which shall be given the same force and effect as the original.
* * *
[Signature page follows]
- 8 - |
Nathan Haas | Vitro Biopharma, Inc. | |||
/s/ Nathan Haas | By: | /s/Chris Furman | ||
Individually | As its: | Chief Executive Officer | ||
Date: | January 18, 2024 | Date: | January 18, 2024 |
- 9 - |
EXHIBIT A
CONSULTING AGREEMENT
(ATTACHED)
Exhibit 10.3
January 11th, 2023
Tom Ohrt
Re: | Chief Financial Officer Offer |
Dear Tom,
Vitro Bipharma (“Company”) is pleased to extend to you this conditional offer of employment to work in the full-time position of Chief Financial Officer. This offer and your employment relationship will be subject to the terms and conditions of this letter. This offer is contingent upon completion, to the Company’s satisfaction, of efforts to confirm your suitability for this position, which includes the pre- employment checks and reviews as described in this letter.
This position is Exempt and reports directly to Chris Furman, CEO. The location of the position is flexible outside of Colorado with the ability to participate via telephone and video conferencing with the expectation to be present in Colorado once every 6 weeks. The Company will cover the cost of travel. Pending satisfactory completion of our pre-employment checks, your anticipated start date is January 15, 2024. Please be advised that the main business address and telephone number for Vitro Biopharma is 4621 Technology Dr, Golden CO 80403.
Compensation and Benefits
Base Compensation: Should you decide to accept this offer, your initial annualized base salary will be $250,000.00 ($9,615.38 per pay period), and you will also receive Annual bonus based on performance. You will be paid on a bi-weekly basis, with installments payable In accordance with normal payroll cycles. You will receive your earned compensation at bank account on record. Your salary may be adjusted from time to time, including through increases, in the Company’s sole discretion.
This position is an exempt position, which means you are paid for the job and not by the hour. Accordingly, you will not receive overtime pay. Your salary is intended to compensate you for all hours worked.
Other Compensation: In addition to your annual salary, your targeted performance bonus is $125,000 based on company goals. You will also be eligible to participate in the executive stock options plan which will include a one time grant in 2024. Once the company has completed is funding the executive options plan will be amended in early 2024. Once completed your options will be targeted to $200,000 per year. The foregoing compensation arrangements are subject to the terms and conditions established under any applicable plans and/or policies of the Company, as such may be amended from time to time, and, if applicable, subject to approval by the Compensation Committee.
Termination of Position
If Vitro Biopharma terminates your position for non-performance related reasons, you will be paid 1 year of base salary in 26 installments for the following 12 months.
Paid Time Off (PTO): You will be allotted 3 week(s) of vacation per year which you can begin to use immediately.
Carryover, if any, and payout of PTO upon termination, if any, will be governed by the Company’s paid time off policy in effect at the time of carryover and/or termination. the Company’s paid time off policy is subject to change at the Company’s discretion.
Benefits: Upon your acceptance of the offer, we will provide you with additional information regarding the employee benefits offered by the Company. In lieu of the expense the company would occur for health benefits, those proceeds will be paid in credits towards additional life benefits and base salary on a net basis.
Tax and Other Withholding: The amounts of compensation described in this letter are before taxation or other withholdings required or permitted by law. The Company reserves the right to withhold all applicable federal, state and local income, Social Security and other employment taxes, along with any other amounts of required withholding, from all amounts of compensation and other remuneration payable to you, whether as direct compensation or pursuant to any of the compensation or benefit plans in which you may participate.
Guidelines for Employment.
If you accept this offer and become an employee of the Company, you will be subject to our employment policies and employee code of conduct. In addition, the Company reserves the right to modify the compensation or benefits arrangements described in this letter or otherwise maintained by the Company, and also reserves the right to modify your position or duties to meet business needs and to use its discretion in deciding on appropriate discipline. Upon hire, you will be required to read and sign an acknowledgment of receipt of the Employee Handbook and any applicable state supplement.
The Company is an at-will employer. At-will means that an employee may resign at any time with or without advance notice to the Company and with or without cause. Likewise, the Company may terminate an employee at any time with or without advance notice and with or without cause. Further, the Company reserves the right to change any and all pay, benefits and/or other terms and conditions of employment at any time with or without advance notice. Except for the CEO and Board of Directors, no director, manager, supervisor or representative of the Company has any authority to enter into any agreement for employment for any specific period of time or to make any agreement contrary to the foregoing. Only the CEO and Board of Directors of the Company has the authority to make any agreement contrary to the foregoing and then only in writing. Nothing elsewhere in this letter should be read to alter the at-will nature of your anticipated employment with the Company or to alter any other term in this paragraph.
Offer Contingencies
This offer is contingent upon the following:
● | Confirmation that you are not subject to any legal restrictions on your activities (see below) | |
● | Accepting this offer in writing by January 15, 2024 |
This offer will be withdrawn (whether or not you have already signed it) if any of the above conditions are not satisfied
This letter and the enclosed documents constitutes the entire agreement between you and the Company relating to this subject matter and supersedes all prior or contemporaneous agreements, understandings, negotiations or representations, whether oral or written, express or implied, on this subject. Except as provided herein, this letter may not be modified or amended except by the Company’s CEO.
2 |
Restrictions on Employment
By signing this offer letter, you represent and warrant that you are not party to any agreement or subject to any policy applicable to you that would prevent or restrict you from engaging in activities competitive with the activities of your former employer or from directly or indirectly soliciting any employee, client or customer to leave the employ of, or transfer its business away from, your former employer, or if you are subject to such an agreement or policy, you have complied and will comply with it, and your employment with the Company does not violate any such agreement or policy. You further confirm that you will not remove or take any documents or proprietary data or materials of any kind, electronic or otherwise, with you from your current or former employer to the Company without written authorization from your current or former employer. If you have any questions about the ownership of particular documents or other information, discuss such questions with your former employer before removing or copying the documents or information.
Acceptance
This offer will remain open until January 15th, 2024. To indicate your acceptance of the Company’s offer on the terms and conditions set forth in this letter, please sign and date this letter in the space provided below and return it to me no later than that date. Upon receipt of your signed acceptance of this offer letter, Chris Furman, CEO, will contact you to begin your on-boarding processes.
We hope your employment with the Company will prove mutually rewarding, and we look forward to having you join us. If you have any questions, please feel free to call me at xxx-xxx-xxxx.
Sincerely,
Chris Furman, CEO
* * *
By signing below, I acknowledge that I have been furnished with a copy of this offer and that I understand and agree to the terms set forth above. I understand that I will be an at-will employee and that nothing in this document is intended to create a contract of employment or alter the at-will nature of my employment.
Acknowledgment and Acceptance of Terms:
/s/Tom Ohrt | Tom Ohrt | 1/22/2024 | ||
Signature | Print Name | Date |
3 |
Exhibit 99.1
Vitro Biopharma Announces New Chief Financial Officer
Golden, Colorado, January 22, 2024 – Vitro Biopharma, Inc., an innovative Biotechnology company announced Thomas W. Ohrt, previously the corporate controller, as Chief Financial Officer, effective January 18, 2024.
Mr. Ohrt is an accomplished financial executive with more than 35 years in financial reporting for public and private companies. Mr. Ohrt previously served as our Controller from January 1, 2021, to January 17, 2024. Mr. Ohrt has spent the last 35 years in various financial leadership roles, including serving as President and CFO of Formation Energy. Nathan Haas, who played an important role as the Company’s Chief Financial Officer during its recapitalization and filing of the Form S-1 and Form 10 registration statement with the Securities and Exchange Commission, will continue as a consultant to the Company with a focus on capital markets and investor relations.
“We’re excited for Tom to assume the role of Chief Financial Officer,” said Chris Furman, CEO of Vitro. “Tom’s extensive experience in finance and consulting will be incredibly helpful as we continue to grow the company. I am confident in his expertise and passion for our patient population. He will continue to work with a skilled management team and board to be a great advisor to the Vitro family.”
“I’m excited to accept this leadership role at Vitro,” said Mr. Ohrt. “The company’s products hold remarkable promise across a variety of autoimmune and inflammatory indications. I look forward to working with the Vitro team to capitalize on a broad range of product opportunities, as we strive to increase shareholder value.”
About Vitro Biopharma
Vitro Biopharma is an innovative biotechnology company focused primarily in the field of regenerative medicine and cellular therapies, with ancillary focuses in the research services and cosmeceuticals. With respect to our regenerative medicine business, we are leveraging our proprietary technologies to develop novel therapeutic candidates intended to address significant unmet medical needs in multiple disease areas with a focus on autoimmune disorders and inflammatory diseases. As of September 1, 2023, over 440 subjects have received treatment with our AlloRx® Stem Cells, primarily in foreign clinical studies conducted by third parties with zero severe adverse events. Our lead clinical program is expected to focus on PTHS, a rare neurogenetic disorder primarily affecting children that is characterized by global developmental delays including autistic features, language delays, intellectual disability, neuro-irritability and significant behavioral concerns. We currently plan to initiate two Phase 1/2a safety and efficacy trials in 2024. We generate revenue from our other technologies through a number of other activities, including through the sale of our stem cell products as well as cosmeceuticals through InfiniVive MD, LLC (“InfiniVive MD”), our wholly-owned subsidiary, which helps to alleviate our capital expenses.
Cautionary Note About Forward-Looking Statements
This press release contains “forward-looking statements” about the Company’s plan of business operations, product research and development activities, and other matters. Such forward-looking statements may be identified by words such as “intends,” “anticipates,” “believes,” “expects,” “hopes,” and other similar words indicating possible future expectations, events or actions. Such forward-looking statements are based on current expectations, assumptions, estimates and projections about our business and our industry, and are not guarantees of our future performance. Factors that could cause actual results to differ materially include, among others, acceptability of the Company’s products in the marketplace, general economic conditions, receipt of additional working capital, and the overall state of the biotechnology industry. Most of these factors are outside our control. You are cautioned not to put undue reliance on forward-looking statements.
CONTACT:
Chris Furman
4621 Technology Drive
Golden, CO 80403
Phone: (1) 866–848-7267
www.vitrobiopharma.com
Cover |
Jan. 18, 2024 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Jan. 18, 2024 |
Entity File Number | 001-41766 |
Entity Registrant Name | VITRO BIOPHARMA, INC. |
Entity Central Index Key | 0000793171 |
Entity Tax Identification Number | 84-1012042 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 3200 Cherry Creek Drive South |
Entity Address, Address Line Two | Suite 410 |
Entity Address, City or Town | Denver |
Entity Address, State or Province | CO |
Entity Address, Postal Zip Code | 80209 |
City Area Code | (855) |
Local Phone Number | 848-7627 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Entity Emerging Growth Company | false |
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