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): January 7,
2011
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VENTRUS
BIOSCIENCES, INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-35005
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20-8729264
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer ID Number)
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787
7th
Avenue, 48th
Floor, New York, New York
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10019
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(212)
554-4300
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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01. Other Events.
On
January 7, 2011, Ventrus Biosciences, Inc. (the “Company”) issued a press
release announcing that the underwriters of the Company’s initial public
offering exercised their over-allotment option to purchase an additional 435,000
shares at $6.00 per share. A copy of this press release is
attached.
Item
9.01. Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit
No.
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Description
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99.1
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Press
release dated January 7, 2011 announcing that the underwriters of the
Company’s initial public offering exercised their over-allotment option to
purchase an additional 435,000 shares at $6.00 per
share.
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2
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.
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VENTRUS
BIOSCIENCES, INC.
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Date: January
7, 2011
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/s/ David J. Barrett
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David
J. Barrett, Chief Financial
Officer
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3
Exhibit
99.1
Underwriters
Exercise Over-Allotment Option for Ventrus Biosciences’ Initial Public
Offering
NEW YORK,
Jan. 7, 2011 (GLOBE NEWSWIRE) -- Ventrus Biosciences, Inc. ("Ventrus")
(Nasdaq:VTUS), a pharmaceutical company focused on developing and
commercializing gastrointestinal products, today announced that the underwriters
of its initial public offering have exercised in full their over-allotment
option to purchase an additional 435,000 shares of Ventrus' common stock at
$6.00 per share, less underwriting discounts and commissions. The option was
granted in connection with Ventrus' initial public offering of 2,900,000 shares
which was consummated on December 22, 2010. The closing of the
over-allotment shares occurred on January 7, 2011.
Including
the over-allotment shares, a total of 3,335,000 shares were sold in the
offering, resulting in gross proceeds of approximately $20 million.
Rodman
& Renshaw, LLC, a subsidiary of Rodman & Renshaw Capital Group, Inc.
(Nasdaq:RODM), and National Securities Corporation acted as co-lead managing
underwriters for the offering.
A
registration statement relating to this offering was declared effective by the
Securities and Exchange Commission on December 15, 2010. A copy of the final
prospectus for this offering may be obtained from: Rodman & Renshaw, LLC,
Prospectus Department, 1251 Avenue of the Americas, New York, NY, 10020,
telephone: 212-430-1710 or email: info@rodm.com. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of these securities in any state or jurisdiction in which such
an offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About
Ventrus
Ventrus
is a development stage specialty pharmaceutical company focused on the
development of late-stage prescription drugs for gastrointestinal disorders,
specifically hemorrhoids, anal fissures and fecal incontinence. There are
approximately 12.5 million Americans suffering from hemorrhoids, 7 million from
fecal incontinence and over 4 million from anal fissures. Our lead product,
Inferanserin (VEN 309) is a new chemical entity, or NCE, for the topical
treatment of hemorrhoids, which targets a specific serotonin receptor (5HT2A)
thought to be important in the disease.
Our
additional product candidate portfolio consists of two in-licensed late-stage
drugs intended to treat anal fissures (VEN 307) and fecal incontinence (VEN
308). These candidates are two molecules that were previously approved and
marketed for other indications and that have been formulated into our
proprietary topical treatments for these new gastrointestinal
indications.
CONTACT:
Ventrus Biosciences, Inc.
David
Barrett
212-554-4506
dbarrett@ventrusbio.com