Vitro Diagnostics Inc (fka VODG)

[grandslam68]

Yes one would think that some news is brewing, or at least was at one point, to justify that kind of investment. I just know that there are people that have a lot more riding on this than I do…. not only the insiders, but any other large shareholders out there. All of whom are most likely lurking on this board, or maybe they’ve just given up completely. Wouldn’t blame them!

[TomFromYahoo]

Re the $3 million, there's no way to know for sure. But if that Prodromos fellow really owns 800,000 shares, he must have invested something.It's possible that he did it to ensure primary access to the product supply -- a kind of vertical integration with his medical tourism business. But that's a total guess. Whatever the source, my fear is they are urinating away those funds quickly, having committed to a fairly robust burn rate a couple years ago with not a lot of revenue to support it. This can't go on indefinitely. I do expect some news from them reasonably soon, although I don't necessarily expect it to be good for legacy shareholders..What I'd love to hear at this point is that they are being acquired for $300 million, so that we can all walk away with a 10X ROI and stop thinking about it.

[grandslam68]

Yes dilution into oblivion is the typical path for almost all outfits like this. Not to mention that people will just want to cash out as soon as possible, after being frozen out for so long. We'd all like to avoid that situation of course, but I agree, it's become obvious by now that there's no other alternative but to just start trading again and hope for the best (as slim as those hopes might be). I'm still left to wondering about the $3M that was supposedly injected a year (years?) ago, and whether that too has been pretty much written off by whomever put it in. Certainly not chump change, so they must have had some basis for thinking they'd realize a return on it at the time.

[TomFromYahoo]

I don't know that a lawsuit makes any sense, I just wouldn't be surprised if certain former insiders and larger investors threaten one -- particularly given their weird plan earlier this year to do some kind of strange IPO hybrid that was obviously hatched in response to dissatisfaction from those people. Personally, I didn't think a lawsuit made any sense after the delisting, and I argued that point. They needed some time to come up with a plan. Which they did. Unfortunately, that plan involved Zamora, but that's water under the bridge. So they got a new plan, which involves becoming a legit biotech. And that's all fine. It took money and time, and that work is also done (restored to the good graces of the SEC, real inroads at the FDA, etc.). So then they needed money, and have tried multiple IPOs, all of which have failed. This is where the patience must necessarily come to an end, and they need to understand this. They are now 0 for at least 3 on IPO attempts.An IPO isn't going to happen. They need to relist the shares on an OTC market, and seek funding through other channels. The result will most likely be a horrible devaluation of the shares and the market value of the company. And we're all going to lose a lot of money unless we choose to hold onto the shares and see what happens. But that is better than blowing up the company with a lawsuit, which will produce nothing except some legal fees and some visceral satisfaction that they all got what they have now richly earned. But, personally, I'd rather have my shares trading on an OTC market. They've had their grace period. It's time to list the shares.

[grandslam68]

By disgruntled shareholders, I take it it'd have to be one of the insiders to spearhead any litigation. Doesn't look like any of us garden variety shareholders are going to do anything on their own. You will recall how everyone was up in arms shortly after all this came down, but it fizzled pretty quickly. A law firm specializing in class actions might be willing to take it up for the customary contingent fee, they could initiate it on their own using boilerplate language, all they would need would be a name plaintiff. These class actions typically settle, without going to trial. Having said that, where would any money come from? BTW I noticed that Schwab no longer shows the CUSIP for some reason.

[TomFromYahoo]

Well, it seems obvious that the latest IPO attempt has failed too, as it is well over a month old now and there is no sign of life. They will need to make a choice soon, or there will almost certainly be a lawsuit from disgruntled shareholders. One option for them is to go private -- which is probably the most appropriate option given the lopsided equity structure, and the apparently competing internal interests. But I imagine that would require $5-$10 million dollars, to reacquire the public shares. I for one am not selling my shares back to them at a loss. Another option, per recent messages, is to get acquired. Given their unique manufacturing platform, I'm not sure why that hasn't happened already, but who knows. The last option is to just relist the shares on an "elevated" OTC exchange, so that the shares can be traded. Which is what Dr. Musick said they would do four years ago, before he stepped down as CEO. I suspect this is the most likely path at this point because it is by far the easiest (there's nothing stopping them at this point -- they've done all the hard work), and it will head off any shareholder lawsuits. What it doesn't do is provide capital to do the clinical trials. Which is a problem. But that's not an "IPO or bust" situation -- there's no law against raising money without an IPO. The risk is that the share price plummets in the OTC world, and they end up having to dilute everyone into oblivion to raise funds. But my guess is that is inevitable either way, as nobody will want to touch this company as long as a few insiders own 90% of it.

[grandslam68]

Excellent DD. That guy heads the "Illinois Sports Medicine, Orthopedics, and Stem Cell Center" in the Chicago area, near Northwestern University. His practice is "limited to the non-surgical treatment of orthopedic disorders, including world-leading stem cell and platelet rich plasma treatment for arthritis and sports injuries." With that many shares, he joins the other insiders who have plenty of motivation to want to relist.... or, as you point out, to be bought. Of course, being bought out is the ultimate panacea for beaten down shareholders like us! :)

[TomFromYahoo]

The "FDA Approved" bit is referring to their approval to use AlloRx for emergency use during COVID. To your point about right to try, I don't know the details of the reg, but Imagine it applies when other options have been exhausted and/or when a patient's prognosis is grim. But I don't know. Either way, it's not a general strategy for a biotech business to hang its hat on.

On a related subject, I stumbled across a couple articles that mention the work that Dr. Chadwick Prodromos is doing with medical tourism in Antigua.This guy seems to be the real deal, with some prestigious academic credentials (Princeton, Johns Hopkins, etc.). He seems to be sold on AlloRx as a treatment for multiple ailments , including autism and polycystic ovary syndrome. It turns out that he also appears in the S-1 -- he owns over 800,000 shares of stock, with warrants for more. If these are post reverse split numbers, that means the guy owns roughly 20% of the company. If that's true, I think it probably accounts for most of the private capital infusions that we have been seeing. It also means that the vast majority of the company is owned by three individuals -- Musick, Zamora and Prodromos.

If that's true, then I think it explains a lot. If VB is basically controlled by three MD's with different interests and objectives (a scientist, a clinical researcher and a businessman impersonating a cosmetic surgeon), it's going to make it very difficult to attract capital for a small IPO that doesn't change the power dynamics. Furthermore, if I'm Podromos or Zamora, an IPO just gets in the way of their side businesses, which likely depend on VB prioritizing its limited manufacturing resources to medical tourism. If an IPO happens and domestic clinical trials start, then the company has to focus resources on that. And I imagine that this is Musick's goal.

If I'm correct, it is difficult to see how the legacy investors and minority insider shareholders survive this situation. I don't think an IPO to a major exchange can happen without another reverse stock split and a serious dilution event, which of course would begin the process of rendering the minority legacy shares next to worthless. It seems to me that we're probably better off with them continuing to expand the now-growing medical tourism business, with or without a listing on an OTC exchange, and hoping they are bought someday by a company with bigger pockets that sees the value.

[grandslam68]

Nice find. What with the celebrity and all, that's just the kind of thing that would draw a lot of interest, if properly PR'd. Instead, the story is left to wallow in obscurity. FDA-approved? Might be a stretch lol. "He says the cells are from Colorado-based tissue bank, Vitro Biopharma, and says they're safe and FDA approved. However, he says anyone seeking to use them needs individualized FDA approval, and that this process involves expensive clinical trials." Presumably (read: delusionally?) these trials are taking place right now. Individualized approval? The Right to Try Act should cover this if treatment was sought here, since the FDA doesn't have to be involved.

[TomFromYahoo]

Re binary event, there's a point where it's difficult to come up with any explanation for how they continue to find private funding to stumble along, but fail to find similar, relatively modest pots of cash needed to resume trading. All explanations seem farfetched to me. I imagine only a handful of people really know what is going on. The best I can come up with is the IPOs are failing because too much of the company is held by insiders. And, conversely, the private capital infusions are likely coming from insiders or friends/relatives of insiders -- making the problem of going public worse. But that's a wild guess.

While all that is happening, there's been nothing from the company regarding this success story:
https://www.kare11.com/article/sports/football/kirk-cousins-caribbean-stem-cell-treatment/89-3fe569a4-fbf0-46ef-acb6-ee106f03485a

Kirk Cousins is a successful quarterback who is having a great season, only 9 months after doing a treatment with VB's cells after an Achilles tear last fall. And VB seems to be publicly oblivious to this, like they don't want anyone to know. I mean, why would we want to publicize evidence that our product actually works???

[grandslam68]

What if there's expected to be a binary event, either yea or nay, common in our industry, where the result would make the value of shares (not that we have any) either skyrocket or tank? That way a relisting could happen with a bang..... or of course (the whimper), not happen at all. Seems the alleged $3M would only be put down in pursuit of such an event, with all quiet in the meantime.

[TomFromYahoo]

News blackouts during certain periods are to be expected, as the SEC rules during IPO periods are very restrictive (understandably). But that doesn't account for a total absence of communication with shareholders since Dr. Musick stepped down as CEO four years ago. As I've said a number of times, the current CEO could be a cardboard cutout for all we know, as he has literally never addressed the shareholders. And I also don't understand why they have no media or social network presence. It makes no sense to me. If you need investment capital, why in the world would you want near-complete anonymity? You have to try pretty hard to be as invisible as this company is to the general public. I give them a lot of credit for navigating the fraught terrain between "murky supplier to the offshore medical tourism business" to "precipice of legit American biotech". Maybe radio silence was required to get this far, I don't know. But at some point you do need to communicate with shareholders.

[grandslam68]

Activity of some kind but no one really knows anything, at least us shareholders don’t. Weird and confounding.

[TomFromYahoo]

@grandslam... We don't know either way. That's the problem. They don't talk to the shareholders anymore outside of the SEC filings (which are great to have, but don't explain what's really happening, or perhaps not happening). They've obviously had a lot of difficulty pricing their IPOs, since this is the third or fourth attempt at it, in addition to the one brief attempt to do a listing without the IPO. But we have no idea why. The IPOScoop site, which tends to have decent data, does not list it as "withdrawn" yet, so perhaps they are still trying. I do wonder if there are IP concerns in the investment world, as I have no idea if they have obtained actual patents on the critical technologies (those being, in my view, AlloRx itself, and parts of their manufacturing platform). Since they don't communicate with us, there is no way to know if that is an issue, and, if not, what the problem is.

[grandslam68]

LOL. Absurd. So the $3M goes up in smoke, if there ever was $3M that is.

[TomFromYahoo]

Well, it's been almost three weeks since the latest S-1, and... nothing. I have to assume that the latest attempt at an IPO has failed just like the others. But, given this company's outstanding recent history of shareholder relations, who knows.... certainly not the shareholders.

[grandslam68]

Seems a big thing here would be the experimental treatments available under our Right to Try Act, allowing patients with life-threatening illnesses, who are unable to participate in a clinical trial, to access drugs - including biologics - that have not yet been approved by the FDA.

[TomFromYahoo]

Yeah, there weren't many COVID data points, though they actually did release the numbers on those cases in their various filings in the past year. Unfortunately, that all coincided with the Giostar thing, which I found unfortunate (there was a legit research physician involved, but the overall image of that company reeked of stem cell scam to me -- I'm glad it faded away). I was referring more to the offshore treatments they've been doing for years, servicing the medical tourism businesses in the Caymans and Bahamas. Interestingly enough, one of their patients was Kirk Cousins, who led the Falcons to a last-second win over the Eagles on Monday Night Football this week. He tore his Achilles last season, and had AlloRx treatments earlier this year to assist with his recovery. So if the Falcons end up in the Super Bowl, VB can claim all the credit ...JK. Seriously though, the safety data that I imagine influenced the FDA's decision to approve their clinical trials comes mostly from all those medical tourism cases. Those count for the purposes of getting a domestic trial approved, but not for much else.

[grandslam68]

I do recall the results that were published, shortly before the delisting, about successfully treating COVID symptoms. It might have been just one person lol, but seems they were on a ventilator (i.e., on death's doorstep) and, after getting the treatment, recovered completely.

[TomFromYahoo]

Re the early trading dynamics if/when the IPO succeeds, I think we've discussed that a number of times as the months have turned into years. I'd expect a short-term drop, as people anxious to exit for literally years try to liquidate immediately. Whether there is some value-based demand after that is difficult to tell -- but, with a float this small, it only takes a few bullish quasi-insiders to absorb enough shares to create a tailwind. After that, it's entirely a function of how the clinical trials go. And I expect the initial results to be good, since it's basically about safety at that stage, and they have plenty of offshore data to expect little or no problem with that. Of course, if they see unexpected early efficacy on top of establishing safety, that's when things get really interesting. If I remember correctly, Mesoblast had a couple billion dollar valuation at one point (I could be wrong about that, but I know it topped a billion). Should that happen with VTRO, investors from the penny stock days would see something like a 5,000-6,000% ROI, not accounting for further dilution beyond all the outstanding notes and warrants, some of which is inevitable. I don't expect anything that good to happen, but it's possible -- it doesn't take too too much good news in the biotech world to create a billion dollar valuation.

[grandslam68]

Ok! Good to see. If it does happen, will be interesting to see where the price settles. After being frozen out for 3+ years, will many people head for the exits, just to realize some return on their investment?

[TomFromYahoo]

FWIW, the SEC issued the "Notice of Effectiveness" for the S-1 / IPO. That means the offering is blessed as legit, and the company can go ahead and put the securities on the market. That sounds to me like the underwriters have secured the funding, and this will likely be happening soon (although I don't think the one thing is technically connected to the other). We shall see. But I wouldn't be surprised if the thing finally happens relatively soon.

[grandslam68]

Insiders as well, if they are the ones doing the funding..... they're not going to throw good money after bad, either. Also, I'm thinking (perhaps delusionally) that trial(s) might already be ongoing, and they're waiting on the results before doing PRs.

[TomFromYahoo]

Yeah, that's the mystery. Who is keeping things afloat and why? And if it's a real outside investor or investor group (vs. continuous insider injection of personal capital), what do they see that, apparently, nobody else sees? They clearly had some plan for what has happened financially, else they would not have restructured with new hires and an unsustainable burn rate a couple years ago. As I've been saying over and over, this is why I am so disappointed in the CEOs who have succeeded Dr. Musick. Zamora was clearly just manipulating the situation (at least as I see it as an outsider, extrapolating from info they have put in filings) -- so, in retrospect, his near total silence is explainable. But I expected more of Furman. To be fair, he immediately put the company on a fast track to renewed legitimacy with the SEC (and, presumably also helped out with the FDA, although I think that was Mosessian's primary gig). And to be more fair, their SEC filings have been comprehensive. But what we haven't seen at all is any kind of personal media or communication that lays out basic strategy. That's part of a CEO's job, along with manufacturing a public image. Back in the day, Dr. Musick would put together a complete summary every quarter or at least a couple times a year, which I appreciated. But, like Zamora, Furman has done none of that. Actually, he has done less, since Zamora actually did do a couple brief interviews early on before going silent. Again, I don't want to minimize the effort that went into reorganizing and getting to the precipice of being a legit biotech startup. But a few basic questions remain unanswered, and I think it's time to let the legacy shareholders know what is going on and when these clinical trials will begin.

[grandslam68]

I see, thanks for breaking it down like that. I'd think that something must be brewing behind the scenes, for them to continue to get funding to (presumably) keep the lights on and (even more presumably) carry on with trials, R&D, etc. I think the latest monetary injection was $3M, last year. There must be some degree of confidence that that investment will be recouped, and then some. I know, tilting at windmills, but that's all we have right now.

[TomFromYahoo]

The S-1 says that 4.5 million total shares exist now. I imagine that only about a million of those are truly held publicly (not by insiders). So that would be the approximate float now, if it were trading. The IPO will add roughly a million shares to that, so that would be two million. And then they imply that roughly 1.8 million shares will be created when all those notes and warrants that have been funding the company for the past few years are somehow (?) converted to shares. So the total float, assuming the IPO happens and all the other financial instruments convert, would probably be somewhere in the neighborhood of 4 million shares, maybe slightly less. It's a very small number for a public company. And it's the one faint hope for legacy investors, if some sort of tailwind should ever develop around the core business. With a float that small, any kind of broad-market demand for the shares will create serious upward pressure on the share price. On the bright side, they have at least done everything technically necessary to return to trading, and I certainly give them credit for that. Very few companies get delisted like they did and survive, let alone survive with their original shareholders mostly intact. It is very unusual. But until they execute an IPO or otherwise list the shares, it doesn't matter.

[grandslam68]

Tom, do we know what a ballpark new float might be? Hypothetically of course, given the long odds of any of this actually coming to fruition. In another era, many moons ago, I believe it was in the millions.

[TomFromYahoo]

They amended the S-1 again. No time to read. There is a heavy-handed warning about spreading disinformation, and, at first glance, the whole note/warrant conversion thing seems off the table now. Which would make sense, as it could only scare away IPO investors. My guess is the two things are related, but who knows. No time to read it or worry about it anymore. Again, if the IPO actually happens, and the shares hold the $5-$6 IPO price, most speculators from the penny stock days will be somewhere between "whole" and "modestly ahead", depending on your average cost. From there it will be a weird battle between the very small float and the very small public awareness of the company -- no way to tell what wins. But, of course, none of it means anything unless the IPO actually executes. Which has been problematic so far. We'll see.

[grandslam68]

Tom, it certainly is puzzling, why they would continue to prepare for an IPO, as well as (presumably) carry on with the day-to-day, but without the marketing that is vital if an IPO is to succeed. Yet they must feel that this undertaking can ultimately pay off, otherwise why the continued activity. Perhaps they are waiting on promising trial results, and only then would they proceed in earnest? Us shareholders, as always, are left in the dark. Nothing new there!

[TomFromYahoo]

For the masochists among us, they updated their IPO filing with the SEC. I have neither the time nor interest to read it in detail. It's all obviously ongoing back and forth between balancing new IPO shares vs. note/warrant holders demanding liquidity, finding an investment bank that can make it all work (good luck...), choosing an exchange, etc., etc. This one does specify that resale shares can't be sold until the IPO succeeds. Which makes sense, since the company probably can't survive without the IPO funds.

In the end, there are buyers for the shares or there aren't. And until they start selling themselves through media and a professional communication strategy (I mean, for the love of god, please update your website pipeline to not reference 2023...), I don't know how they can expect anyone to be interested. Man, I'd sure love to be paid a CEO's salary and not have to answer a question from a shareholder, ever. Nice work if you can get it, Chris. I don't know what dream world these people are living in, but hopefully they'll surprise us all and snap out of it soon.

[grandslam68]

Thanks for your take Tom, good to see that the fish on the dock is at still wiggling. As you say, it all comes down to the product, their last gasp would appear to be these trials that the new funding would allow to proceed. Best of luck to Dr. Z selling a million shares into a low-volume market. The hope, of course, is that the volume would increase considerably on the heels of any good news.

[TomFromYahoo]

Re prior post, I decided to skim it quickly. It strikes me as a final shot at satisfying the company's pressing needs. (1) They need some money to start the clinical trials (without which, it’s game over and lights out), and, (2) based on this and prior filings, they apparently have a group of investors and former insiders who are pressing hard for a liquidity event. After the last IPO attempt failed, they were previously going to satisfy the latter by listing the shares and letting the market set a price. Apparently that plan failed, like everything else.they've tried. So now they're doing a two-pronged attack, where they do a bare minimum IPO to raise modest funding, and they let this privileged group of investors sell their stock separately (after some accounting gyrations to create the stock). The result, if it all works out, is a stock price of 5 or 6 bucks a share on the NYSE American. The elite group of prior investors presumably doesn't sue them (I imagine that’s in writing somewhere), and they raise 4 million or so to do the clinical trials.

The problem with all of these plans is that nobody has ever heard of this company, in large part because: they do no PR; the various CEOs have done no media or public appearances; and there is no buzz, and no awareness of what they even do. For any IPO or fundraising of any kind to work, there has to be awareness of what you do. This company has done nothing to create that awareness. They seem to expect that people will suddenly buy their shares because... well, I have no idea why they would expect that. My sense is that this plan will fail like all the others, due to lack of demand for the shares. But let's hope I'm wrong. This is the bare minimum offer they can execute that keeps most pink sheet investors whole while generating anything close to the cash they need to do the clinical trials. If this fails, I have to assume that it's game over.

Even if things go right, I do not expect any significant appreciation of the share price for a while, until (1) one or both clinical trials have encouraging Phase 1/2 results, and (2) the expected sell-off from the privileged investors is absorbed by the market. Good luck with the latter – I expect the SP to plunge initially, with a possible quick exile to the OTC markets. More specifically, it doesn’t say this specifically, but I suspect that Dr. Z will suddenly have a couple million fungible shares. And if you don’t think that dude will be cashing out ASAP, I have a bridge to sell you. If he can sell a couple million shares for a buck each, I imagine he would do that. But who knows -- this is speculation.

The only hope for longer-term, legacy investors (like me) is that the IPO actually succeeds and the clinical trials go exceptionally well. Given the very, very small float, any tailwind like this could, and probably would, send the share price to $20 or more based on pure speculation. My advice is to hope the IPO happens, prepare to ride out the inevitable sell-off from former insiders and their girlfriends and nieces, and hope that at least one of the two trials goes well. We will all make money if that happens, possibly a lot of money. But a lot has to go right. Honestly, I think the science end of it is a decent bet, as I think their underlying product proposition is solid and compelling. Whether they can convince the investment community to supply the capital to prove it is a much more tenuous proposition, particularly given their abysmal communication strategy (or total lack thereof).

[TomFromYahoo]

https://www.sec.gov/edgar/browse/?CIK=793171 Honestly, I don't have the time or inclination to read it. Wake me up when it's over.

[dg33]

This showed up in my Schwab newsfeed about an hour ago.

Dow Jones - July 1, 2024 2:35 pm

Vitro Biopharma to Offer 1 Million Shares in Initial Public Offering

The regenerative medicine and cellular therapy company expects to price its offering between $5 a share and $6 a share, according to a securities filing. It expects net proceeds around $4.7 million based on a public offering priced at the midpoint of its guidance. Vitro intends to use the net proceeds to advance the continued development of its AlloRx Stem Cell therapy candidate, among other efforts. Vitro said its common stock has been approved for listing on the New York Stock Exchange American under the ticker VTRO.

Write to Denny Jacob at [e-mail]

[Ace139]

Can’t we all get together and file a lawsuit?

[grandslam68]

OK! Mine, also with Schwab, is showing 0 as well. Derek, you still here?

[TomFromYahoo]

@pcarew... Thanks for the info. Still at $0 in my Schwab account. There was an SEC filing this week that does suggest to me that something is happening. But I will believe it when I see it.

[pcarew]

My vitro Biopharma stock has reappeared in my Fidelity acct with a cost basis of $17ish.
Maybe something is moving

[grandslam68]

Thanks for the laugh, I needed that! So they are still doing business, selling things and the like? Kinda surprising. Either way, looks like us shareholders are going to continue to be frozen out.

[TomFromYahoo]

The quarterly report is out. It says the usual pile of nothingness wrapped in the the standard gobbledygook of warrants and convertible this or that. They still claim to be planning to start two clinical trials, but they have been saying this for a number of years now, so it doesn't mean anything. The only "news" of note is the sales of AlloRx for offshore treatments is picking up significantly, as demand for stem cell therapy picks up. If you missed it, an NFL quarterback (Kirk Cousins) was treated recently with AlloRx. So, who knows , maybe that business will grow and keep them afloat. "For whom and for what" is separate question, as the company seems on a 100-year path to nowhere, as though stockholders have the lifespans of biblical patriarchs.

[grandslam68]

Tom, I know, I think it's been 3.5 years since the delisting. At one point during that time, things seemed to be on the up and up and we even had reason for some optimism. Something must have fallen through. Maybe with a financing arrangement, and/or a trial didn't pan out. Who knows? A real head scratcher. Beside anything else though, I'm just so disappointed that they have never even attempted to communicate with us shareholders. A total disregard.