(Edgar Glimpses Via Acquire Media NewsEdge) ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION
OF DIRECTOR; APPOINTMENT OF CERTAIN OFFICERS;
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Effective August 18, 2014, the Board of Directors of the Company appointed Jeff
Liter to serve as a member of the Board of Directors effective immediately. No
determination has been made concerning his participation in any standing
committees of the board.
About Mr. Jeff Liter
Jeff Liter, age 57, presently serves as the Chief Operating Officer of
Progenitor Cell Therapy (PCT), a division of NeoStem, a stem cell firm traded on
the New York Stock Exchange.
Prior to his position at PCT, Jeff served as managing director of On Point
Consulting, a post- acquisition consulting service specialized in the life
sciences industry. From January 2010 to September 2011, he was Director of
Strategy, Business Development and Licensing for Beckman Coulter where he was
responsible for business development of the immunoassay and molecular
diagnostics group. From December 2008 to January 2010 he was managing director
of On Point Consulting. From October 2006 to November 2008, he was Vice
President of Corporate Business Development for ADC Telecommunications, a global
leader in telecommunications. He led M&A, minority investments, strategic
partnerships, divestitures and business unit strategy development while at ADC.
From 1999 to 2006 he held other positions with ADC Telecommunications including
Director of Corporate Development. He received a BS from Illinois State
University in 1978 and a MBA degree from the University of Minnesota - Carlson
School of Management in 1986.
In consideration of his services as a director, Mr. Liter was granted a
restricted stock award consisting of 53,476 shares of Common Stock. The award
was valued at $10,000, or the 20 day volume weighted average price of the Common
Stock on the over-the-counter market. The shares are "restricted securities"
within the meaning of Rule 144 under the Securities Act of 1933, as amended (the
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEEDS.
The following sets forth the information required by Item 701 of Regulation S-K
with respect to the unregistered sales of equity securities by Vitro
Diagnostics, Inc., a Nevada corporation (the "Company"), completed on August 18,
On August 18, 2014, the Company awarded an aggregate of 53,476 shares of common
stock, $.001 par value (the "Common Stock" or "Shares") valued at $0.187 per
share in consideration of services by one of the Company's directors.
The shares were issued to one person who qualified as an "accredited investor"
within the meaning of Rule 501(a) of Regulation D under the Securities Act. The
shares issued were "restricted securities" under the Securities Act.
The Company paid no fees or commissions in connection with the issuance of the
The grant of the Securities was undertaken without registration under the
Securities Act in reliance upon an exemption from the registration requirements
of the Securities Act set forth in Sections 4(2) thereunder. The investor
qualified as an "accredited investor" within the meaning of Rule 501(a) of
Regulation D. The Securities, which were taken for investment purposes and not
for resale, were subject to restrictions on transfer. We did not engage in any
public advertising or general solicitation in connection with this transaction,
and we provided the investor with disclosure of all aspects of our business,
including providing the investor with our reports filed with the Securities and
Exchange Commission and other financial, business and corporate information.
Based on our investigation, we believed that the investor obtained all
information regarding the Company that he requested, received answers to all
questions posed and otherwise understood the risks of accepting our Securities
for investment purposes.
ITEM 7.01 REGULATION FD DISCLOSURE
On August 20, 2014, the Company issued a press release announcing the nomination
and appointment of Jeff Liter as a new member of the Board of Directors. A copy
of the press release is attached hereto as Exhibit 99.1
ITEM 9.01: EXHIBITS
99.1 Press Release dated August 20, 2014.