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Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2011	Mar. 08, 2012	Jun. 30, 2011
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	FY
Trading Symbol	VTUS
Entity Registrant Name	VENTRUS BIOSCIENCES INC
Entity Central Index Key	0001426800
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		12,406,406
Entity Public Float			$ 92,200,000

Balance Sheets - USD ($)	Dec. 31, 2011	Dec. 31, 2010
Current assets:
Cash and Cash Equivalents	$ 36,975,434	$ 14,571,055
Other current assets	62,129	18,915
Total current assets	37,037,563	14,589,970
Computer equipment, net of depreciation of $28,432 and $27,260	8,218
Deferred financing costs, net		26,631
Total assets	37,045,781	14,616,601
Current liabilities:
Borrowings under short-term note and line of credit		419,380
Accounts payable	2,342,074	312,896
Accrued expenses	171,000
Term Note - bank		800,000
Interest payable - related party		187,536
Total current liabilities	2,513,074	1,719,812
Notes payable - Paramount Credit Partners, LLC (net of discount of $0 and $302,327)		1,270,673
Total liabilities	2,513,074	2,990,485
stockholders' equity:
Preferred stock, $.001 par value; 5,000,000 shares authorized, none issued
Common stock, $.001 par value; 50,000,000 authorized; 12,406,406 and 6,746,365 issued and outstanding	12,406	6,746
Additional paid-in capital	102,049,385	44,803,724
Deficit accumulated during the development stage	(67,529,084)	(33,184,354)
Total stockholders' equity	34,532,707	11,626,116
Total liabilities and stockholders' equity	$ 37,045,781	$ 14,616,601

Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2011	Dec. 31, 2010
Computer equipment, depreciation	$ 28,432	$ 27,260
Notes payable - Paramount Credit Partners, discount	$ 0	$ 302,327
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, issued
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized	50,000,000	50,000,000
Common stock, issued	12,406,406	6,746,365
Common stock, outstanding	12,406,406	6,746,365

- Definition

The cumulative amount of depreciation, depletion and amortization (related to property, plant and equipment, but not including land) that has been recognized in the income statement.

+ References + Details

Statements of Operations - USD ($)	12 Months Ended			75 Months Ended
Statements of Operations - USD ($)	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2011
Operating expenses:
Research and development	$ 25,277,682	$ 1,850,666	$ 2,942,992	$ 39,529,243
General and administrative	8,724,391	2,915,590	397,238	14,245,068
Loss from operation	(34,002,073)	(4,766,256)	(3,340,230)	(53,776,311)
Other income (expense):
Interest income	76,334	5,730	140	96,053
Interest expense:
Beneficial conversion charge		(6,001,496)		(6,001,496)
Amortization of debt discount and warrants	(302,327)	(2,484,927)	(78,504)	(2,865,758)
Interest expense	(116,664)	(2,043,676)	(1,120,811)	(4,983,572)
Total other (expense)	(342,657)	(10,524,369)	(1,199,175)	(13,754,773)
Net loss	$ (34,344,730)	$ (15,290,625)	$ (4,539,405)	$ (67,529,084)
Basic and diluted net loss per common share	$ (3.57)	$ (24.67)	$ (10.02)
Weighted average common shares outstanding - basic and diluted	9,613,900	619,923	445,040

Statements of Cash Flows - USD ($)	12 Months Ended			75 Months Ended
Statements of Cash Flows - USD ($)	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2011
Cash flows from operating activities:
Net loss	$ (34,344,730)	$ (15,290,625)	$ (4,539,405)	$ (67,529,084)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	2,982,949	2,356,087	123,758	5,940,271
Charge resulting from beneficial conversion feature		6,001,496		6,001,496
Amortization of deferred financing costs and debt discount	328,958	2,327,193	116,952	3,466,010
Non-cash research and development				1,087,876
Expenses paid on behalf of the Company satisfied through the issuance of notes				227,910
Depreciation	3,746	12,525	7,511	31,006
Changes in operating assets and liabilities:
Prepaid research and development			800,000
Other current assets	(43,214)	(16,396)	2,649	(62,129)
Accounts payable and accrued expenses	2,012,642	(3,049,564)	(762,773)	2,325,537
Net cash used in operating activities	(25,068,832)	(5,214,427)	(3,483,919)	(40,438,299)
Cash flows from investing activities:
Purchase of office and computer equipment	(11,964)		(2,573)	(39,224)
Cash flows from financing activities:
Net Proceeds from initial public offering and other offerings	49,988,823	15,184,344		65,173,167
Proceeds from private placement				1,146,024
Proceeds from exercise of warrants	288,732			288,732
Payment for deferred financing costs		(755,092)	(76,461)	(1,431,603)
Proceeds from utilization of short-term note and line of credit		99,380	150,000	419,380
Repayment of debt facilities	(419,380)			(419,380)
Proceeds from term note payable		800,000		800,000
Repayment of term note payable	(800,000)			(800,000)
Proceeds from receipt of subscriptions				4,684
Net cash provided by financing activities	47,485,175	19,704,194	3,551,929	77,452,957
Net increase in cash and cash equivalents	22,404,379	14,489,767	65,437	36,975,434
Beginning of period	14,571,055	81,288	15,851
End of period	36,975,434	14,571,055	81,288	36,975,434
Supplemental schedule of non-cash financing activities:
Warrants issued to placement agent				341,334
Warrants issued to investors in connection with convertible notes		1,166,989		1,166,989
Supplemental disclosure - cash paid for interest	277,324	76,899	344,974	685,397
Senior Notes 2007
Changes in operating assets and liabilities:
Interest payable		611,266	573,708	1,598,104
Cash flows from financing activities:
Proceeds from Senior convertible notes				5,305,000
Senior Notes 2010
Changes in operating assets and liabilities:
Interest payable		354,269		354,269
Cash flows from financing activities:
Proceeds from Senior convertible notes		3,425,000		3,425,000
Supplemental schedule of non-cash financing activities:
Debt discount				1,468,254
Notes and accrued interest converted		2,192,433		3,995,667
Related parties
Changes in operating assets and liabilities:
Interest payable		94,912	55,841	266,279
Cash flows from financing activities:
Proceeds from notes payable to related parties		950,562	1,905,390	5,041,953
Repayment of notes payable - related party				(1,500,000)
Paramount Credit Partners, LLC
Changes in operating assets and liabilities:
Interest payable		79,696	107,840	187,536
Cash flows from financing activities:
Proceeds from notes payable to related parties			1,573,000	1,573,000
Repayment of notes payable - related party	(1,573,000)			(1,573,000)
Supplemental schedule of non-cash financing activities:
Debt discount	302,327			782,376
Consultants
Changes in operating assets and liabilities:
Stock/Warrants issued	$ 3,990,817			3,990,817
License Agreement
Changes in operating assets and liabilities:
Stock/Warrants issued		389,597	25,000	414,825
Vendor
Changes in operating assets and liabilities:
Stock/Warrants issued			$ 5,000	5,000
Note conversion
Changes in operating assets and liabilities:
Stock/Warrants issued		915,118		1,255,978
Common Stock
Supplemental schedule of non-cash financing activities:
Notes and accrued interest converted		$ 14,003,158		$ 14,003,158

Statements of Changes in Stockholders' Equity (Deficiency) - USD ($)	Total	Issuance During Period 1st	Issuance During Period 2nd	Common Stock	Common Stock Issuance During Period 1st	Common Stock Issuance During Period 2nd	Additional Paid-in Capital	Additional Paid-in Capital Issuance During Period 1st	Additional Paid-in Capital Issuance During Period 2nd	Deficit Accumulated During the Development Stage
Common Stock issued (in shares)				18,977
Common Stock issued	$ 929,457			$ 19			$ 929,438
Additional shares issued in January 2011 in connection with the December 22, 2010 conversion of notes into common stock				29,861
Conversion of notes and accrued interest to common stock in December 2010 at $4.20 per share	1,803,234			$ 30			1,803,204
Stock-based compensation	460,822						460,822
Warrants issued		$ 177,050	$ 340,860					$ 177,050	$ 340,860
Net loss	(8,786,430)									$ (8,786,430)
Ending Balance (in shares) at Dec. 31, 2008				444,928
Ending Balance at Dec. 31, 2008	(9,457,050)			$ 445			3,896,829			(13,354,324)
Common Stock issued (in shares) \| Licensor				2,016
Common Stock issued (in shares) \| Vendor				403
Common Stock issued \| Licensor	25,000			$ 2			24,998
Common Stock issued \| Vendor	5,000						5,000
Stock-based compensation	123,758						123,758
Warrants issued \| Paramount Credit Partners, LLC	480,049						480,049
Net loss	(4,539,405)									(4,539,405)
Ending Balance (in shares) at Dec. 31, 2009				447,347
Ending Balance at Dec. 31, 2009	(13,362,648)			$ 447			4,530,634			(17,893,729)
Common Stock issued (in shares) \| Licensor				64,933
Common Stock issued (in shares)					2,900,000
Common Stock issued \| Licensor	389,597			$ 65			389,532
Common Stock issued		$ 15,184,344			$ 2,900			$ 15,181,444
Additional shares issued in January 2011 in connection with the December 22, 2010 conversion of notes into common stock				3,334,085
Conversion of notes and accrued interest to common stock in December 2010 at $4.20 per share	14,003,158			$ 3,334			13,999,824
Stock-based compensation	2,194,535						2,194,535
Beneficial conversion charge recorded on notes and interest converted to common stock in December 2010	6,001,496						6,001,496
Warrants issued \| Licensor	161,552						161,552
Warrants issued \| Senior Notes 2010	2,344,708						2,344,708
Net loss	(15,290,625)									(15,290,625)
Ending Balance (in shares) at Dec. 31, 2010				6,746,365
Ending Balance at Dec. 31, 2010	11,626,116			$ 6,746			44,803,724			(33,184,354)
Common Stock issued (in shares)						5,175,000
Common Stock issued			$ 47,568,047			$ 175			$ 47,562,872
Additional shares issued in January 2011 in connection with the December 22, 2010 conversion of notes into common stock				7
Stock-based compensation	2,982,949						2,982,949
Stock-based payments for the period from January 1 to December 31, 2011 for options issued to consultants	3,990,817						3,990,817
Net loss	(34,344,730)									(34,344,730)
Ending Balance (in shares) at Dec. 31, 2011				12,406,406
Ending Balance at Dec. 31, 2011	$ 34,532,707			$ 12,406			$ 102,049,385			$ (67,529,084)

Statements of Changes in Stockholders' Equity (Deficiency) (Parenthetical) - $ / shares	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2008	Dec. 31, 2007
Common Stock issued, per share				$ 60.39	$ 0.0124
Conversion of notes and accrued interest to common stock, per share		$ 4.20		$ 60.39
Issuance During Period 1st
Common Stock issued, per share		$ 6.00
Issuance During Period 2nd
Common Stock issued, per share	$ 10.00
Employees and Directors \| Issuance During Period 1st
Common Stock issued, per share					0.0124
Employees and Directors \| Issuance During Period 2nd
Common Stock issued, per share					$ 0.0124
Licensor
Common Stock issued, per share			$ 12.40
Vendor
Common Stock issued, per share			$ 12.40

Organization, Business and Basis of Presentation

12 Months Ended

Dec. 31, 2011

Organization, Business and Basis of Presentation

Note 1 — Organization, Business and Basis of Presentation:

Organization and business:

Ventrus BioSciences Inc. (“Ventrus” or the “Company”) is a specialty pharmaceutical company focused on the late-stage development and commercialization of gastrointestinal products. Ventrus, formerly known as South Island BioSciences, Inc., was incorporated in the State of Delaware on October 7, 2005 and commenced operations in April 2007.

Basis of presentation:

The accompanying audited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

The Company’s primary activities since incorporation have been organizational activities, including recruiting personnel, acquiring licenses for its pharmaceutical compound pipeline, performing business and financial planning, conducting clinical and nonclinical trials, performing research and development, and raising funds through the issuance of debt and common stock.

The Company is in the development stage and has funded its operations primarily through the issuance of equity and debt. The Company expects to continue to expend substantial amounts for continued product research, development, and commercialization activities for the foreseeable future. Management believes the Company’s funds are sufficient to continue operations through the third quarter of 2013. Management’s plans with respect to funding this development are to secure additional equity, if possible, and to secure additional strategic alliances that will provide available cash funding for operations. Continuation of the Company is dependent on its ability to obtain additional financing and, ultimately, on its ability to achieve profitable operations. There is no assurance, however, that such financing will be available or that the Company’s efforts ultimately will be successful.

Capital Resources:

The Company has not derived any revenue from product sales to date as our products have not been approved for sale by the U.S. Food and Drug Administration (“FDA”) or any foreign regulatory agency. Since inception, the Company’s operations have been financed primarily through the sale of equity securities, the proceeds from the exercise of warrants and stock options and issuance of debt. The Company has incurred losses from operations and negative cash flows since the inception and expects to continue to incur substantial losses for the foreseeable future as it continues product development. As a result, the Company may need to obtain additional funds to finance its operations in the future. In July 2011, the Company raised net proceeds of approximately $47,600,000 in a secondary offering of its equity securities. Until the Company can generate significant cash from its operations, it intends to obtain any additional funding it requires through strategic relationships, public or private equity or debt financings, or other arrangements and it cannot assure such funding will be available on reasonable terms, or at all. The Company currently has sufficient funds to meet its operating requirements and scheduled regulatory and development activities through the third quarter of 2013.

- Definition

The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 2-6
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Name Statement of Position (SOP)
-Publisher AICPA
-Number 94-6
-Paragraph 10
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Name FASB Interpretation (FIN)
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-Number 46R
-Paragraph 4, 14, 15
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
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-Name Accounting Standards Codification
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
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Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-Name Accounting Standards Codification
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-Publisher FASB
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Reference 16: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2011

Summary of Significant Accounting Policies

Note 2 — Summary of Significant Accounting Policies:

Cash and Cash Equivalents:

All highly liquid investments with maturities of three months or less at the time of purchase are considered to be cash equivalents. All of the Company’s cash equivalents have liquid markets and high credit ratings. The Company maintains its cash in bank deposit and other accounts, the balances of which, at times and at December 31, 2011, exceed federally insured limits.

Use of estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Significant estimates inherent in the preparation of the accompanying financial statements include the fair value of stock options and warrants granted to employees, consultants, directors, investors, licensors, placement agents and underwriters.

Computer equipment:

Computer equipment is stated at cost and depreciated using the straight-line method over the estimated useful life of the related assets of three years.

Stock-based compensation:

The Company’s share-based compensation cost is measured at grant date, using the Black-Scholes option pricing model to estimate the fair value of the award, and is recognized as expense over the employee’s requisite service period on a straight-line basis. The Company accounts for stock options and warrants granted to non-employees on a fair value basis which is estimated using the Black-Scholes option pricing model. The initial non-cash charge to operations for non-employee options and warrants with vesting are revalued at the end of each reporting period until vested and recognized as consulting expense over the related vesting period.

Warrants issued with convertible notes:

For the purpose of valuing the warrants issued with convertible notes (See Notes 3, and 8), the Company used the Black-Scholes option pricing model utilizing the assumptions noted in those Notes. To determine the risk-free interest rate, the Company utilized the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected term of the Company’s awards. The Company estimated the expected life of the warrants is based on the full term of the warrant. The expected dividend yield reflects the Company’s current and expected future policy for dividends on its common stock. The expected stock price volatility for the Company’s stock options was calculated by examining historical volatilities for publicly traded industry peers as the Company did not have any trading history for its common stock at the time the grants were issued.

Warrants, or any other detachable instruments issued in connection with debt financing agreement not required to be recorded at fair value, are accounted for using the relative fair value method and allocated to additional paid-in capital and recorded as a reduction in the carrying value of the related debt. This discount is amortized to interest expense from the issuance date through the maturity date of the debt using the effective interest method.

Beneficial Conversion Feature:

When the conversion feature of conventional convertible debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”). Prior to the determination of the BCF, the proceeds from the debt instrument are first allocated between the convertible debt and any detachable free standing instruments that are included, such as common stock warrants. The Company has disclosed the contingent nature of its BCFs (See Notes 3, and 8) and has recorded their effects.

Research and development:

Research and development expenses include personnel and facility-related expenses, third party contracted services including clinical trial costs, manufacturing and process development costs, research costs and other consulting services. Research and development costs are expensed as incurred. In instances where the Company enters into agreements with third parties for clinical trials, manufacturing and process development, research and other consulting activities, costs are expensed as services are performed. Amounts due under such arrangements may be either fixed fee or fee for service, and may include upfront payments, monthly payments, and payments upon the completion of milestones or receipt of deliverables.

The Company’s accruals for clinical trials are based on estimates of the services received and pursuant to contracts with the respective clinical trial centers and clinical research organizations. In the normal course of business, the Company contracts with third parties to perform various clinical trial activities in the ongoing development of potential products. The financial terms of these agreements are subject to negotiation and variation from contract to contract and may result in uneven payment flows. Payments under the contracts depend on factors such as the achievement of certain events, the successful enrollment of patients, and the completion of portions of the clinical trial or similar conditions. The objective of the Company’s accrual policy is to match the recording of expenses in its financial statements to the actual services received. As such, expense accruals related to clinical trials are recognized based on the estimate of the degree of completion of the event or events specified in the specific clinical study or trial contract.

Income taxes:

The Company’s income tax expense consists of current and deferred income tax expense or benefit. Current income tax expense or benefit is the amount of income taxes expected to be payable or refundable for the current year. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized.

Loss per common share:

Basic net loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity unless inclusion of such shares would be anti-dilutive. Since the Company has only incurred losses, basic and diluted net loss per share is the same. The number of potentially dilutive securities (options, warrants and convertible instruments) excluded from the diluted loss per share calculation at December 31, 2011, 2010 and 2009 was 3,002,898, 2,093,064 and 168,885, respectively.

Fair value measurements:

The carrying value of the Paramount Credit Partners, LLC notes approximated fair value due to the short-term nature of the notes and the related interest rates approximate market rates.

Related Party Transactions

12 Months Ended

Dec. 31, 2011

Related Party Transactions

Note 3 — Related Party Transactions:

The following are descriptions of the Company’s related party transactions that have been entered into, modified, terminated, or were still in effect in 2011.

Consulting services:

Effective April 2007, the Company began accruing monthly fees for consulting services at a rate of $25,000 per month to Paramount Corporate Development, LLC (“Paramount”), which is an affiliate of Dr. Lindsay A. Rosenwald, M.D., a significant investor in and stockholder of the Company. This agreement was terminated as of August 31, 2008. For the period from October 7, 2005 (inception) through August 31, 2008, $425,000 was incurred under this arrangement. As of December 31, 2011 and 2010, the Company had $100,000 outstanding under this arrangement, which is included in accounts payable.

Notes payable:

During 2009, the Company issued four separate 10% promissory notes (collectively, the “PCP Notes”) to Paramount Credit Partners, LLC (“PCP”), an entity whose managing member is Dr. Rosenwald. Specifically, the PCP Notes consist of a note in the principal amount of $1,100,000 issued on January 23, 2009, a note in the principal amount of $100,000 issued on March 25, 2009, a note in the principal amount of $250,000 issued on June 1, 2009 and a note in the principal amount of $123,000 issued on June 24, 2009. Interest on the PCP Notes is payable quarterly, in arrears, and the principal matures on the earlier of (i) December 31, 2013 or (ii) the completion by the Company of a transaction, subsequent to the Company’s IPO, including an equity offering, sale of assets, licensing or strategic partnership, in which the Company raises at least $5,000,000 in gross cash proceeds. In addition, PCP received five-year warrants (“PCP Warrants”) to purchase 104,867 shares of common stock at an exercise price of $6.60. The Company allocated proceeds of $480,049 from the sale of the PCP Notes to the warrants at the time of issuance, which are recorded as a debt discount and reduced the carrying values of the PCP Notes. Such discount was being amortized to interest expense over the term of the PCP Notes. The fair value of the warrants granted was based on the following assumptions:

Risk-free interest rate		1.64% – 2.58	%
Expected volatility		104.11% – 110.89	%
Expected life of warrants	5 years
Expected dividend yield		0	%

During 2010, PCP transferred the rights to an aggregate of $1,147,000 in principal amount of the PCP Notes and an aggregate of 76,553 of PCP Warrants to various employees of affiliates of PCP, none of whom are related parties. As a result, at December 31, 2010, PCP owned $426,000 in principal amount of the PCP Notes and 28,314 PCP Warrants.

On December 22, 2010, in connection with the completion of the IPO and pursuant to the terms of the warrants held by the purchasers of the convertible notes issued in 2010 (the “2010 Notes”), the above related party holders of 2010 Notes were issued 182,703 warrants with a per share exercise price of $6.60. Each of these warrants will expire on February 26, 2015. The Company valued these warrants at $915,118 using the Black-Scholes option pricing model, and the Company expensed the entire amount as interest expense in 2010. The fair value of the warrants granted was based on the following assumptions:

Risk-free interest rate		2.30% – 2.55	%
Expected volatility		124.46% – 129.05	%
Expected life of warrants	5 years
Expected dividend yield		0	%

Line of Credit:

On July 19, 2011, the Company paid off these notes in full, and the remaining debt discount was fully charged to interest expense.

On December 3, 2008, the Company, PBS and various other private pharmaceutical companies in which Dr. Rosenwald is a significant investor and stockholder, entered into a loan agreement with Bank of America, N.A. for a line of credit of $2,000,000. PBS pledged collateral consisting of personal assets securing the Company’s and the other borrowers’ obligations to Bank of America, N.A. under the loan agreement. Interest on amounts borrowed under the line of credit was accrued and was payable on a monthly basis at an annual rate equal to the London Interbank Offered Rate (LIBOR) plus 1%. On November 10, 2009, the parties entered into Amendment No. 1 to the Loan Agreement, which extended the initial one-year term for an additional year, such that it was to mature on November 5, 2010, and reduced the aggregate amount available under the line of credit to $1,000,000. Under the loan agreement, the Company’s liability under the line of credit was several, not joint, with respect to the payment of all obligations there under. As of December 31, 2009, the amount borrowed by the Company under the Bank of America, N.A. line of credit was $320,000. In November 2010, the Company paid off the Bank of America, N.A. line of credit with proceeds from a promissory note issued to Israel Discount Bank of New York.

On September 23, 2010, the Company borrowed $800,000 from Israel Discount Bank of New York (“Israel Discount Bank”). The loan was personally guaranteed by Dr. Rosenwald. In consideration for the guarantee, the Company entered into a letter agreement with Dr. Rosenwald whereby Dr. Rosenwald has the right to attend meetings of the Company’s board of directors and to appoint two directors to the board. Dr. Rosenwald has not exercised his right to appoint these directors. If and when appointed, these directors would be subject to stockholder approval at the expiration of their terms. The rights granted to Dr. Rosenwald in connection with his guarantee continue until specified termination conditions.

On November 5, 2010, the Company borrowed an additional $420,000 from Israel Discount Bank of New York. The promissory note issued to Israel Discount Bank to evidence the loan is guaranteed by Dr. Rosenwald. The interest rate on the note is equal to the interest rate that Israel Discount bank will pay on the cash accounts at Israel Discount Bank maintained by Dr. Rosenwald and pledged to secure the note, plus 1%. At December 31, 2010 the interest rate was 1.45%. The note was due on demand or on November 4, 2011.

The Company repaid the Israel Discount Bank promissory notes in full in January 2011.

Placement Agent:

In connection with the offering of the 2010 Notes and related warrants, National Securities Corporation (“National”) and the Company entered into a placement agency agreement dated January 5, 2010, as amended on January 29, 2010, and a placement agency agreement dated April 14, 2010, as amended on April 30, 2010. Pursuant to these agreements, the Company paid National cash fees of $671,592, which consisted of placement agent commissions of $561,743 and non-accountable expense reimbursements of $109,849. In addition, the Company issued National warrants to purchase an aggregate of 89,000 shares of common stock, with an exercise price of $7.50. In addition, the Company paid National’s outside counsel $32,500 for its services as placement agent counsel. Dr. Lindsay A. Rosenwald beneficially owns, indirectly, a controlling interest in the parent holding company of National.

In connection with the Company’s IPO, National, Rodman & Renshaw (“Rodman”) and the Company entered into an underwriting agreement dated December 16, 2010, pursuant to which at closing on December 22, 2010, the Company paid National and Rodman cash fees of $1,662,400, which consisted of underwriting discounts of $1,261,500 and non-accountable expense reimbursements of $261,000. In addition, the Company issued to each of National and Rodman warrants to purchase an aggregate of 98,600 shares of common stock with an exercise price of $7.50.

The Company also granted National the exclusive right until May 6, 2011 to act as lead placement agent on the next private placement of the Company’s securities, or as lead managing underwriter on the initial public offering of the Company’s securities, with the compensation being paid to National with respect to such financing to be mutually agreed to by the parties in good faith with respect to such financing. The IPO satisfied this obligation.

- Definition

The entire disclosure for related party transactions, including the nature of the relationship(s), a description of the transactions, the amount of the transactions, the effects of any change in the method of establishing the terms of the transaction from the previous period, stated interest rate, expiration date, terms and manner of settlement per the agreement with the related party, and amounts due to or from related parties. If the entity and one or more other entities are under common ownership or management control and this control affects the operating results or financial position, disclosure includes the nature of the control relationship even if there are no transactions between the entities. Disclosure may also include the aggregate amount of current and deferred tax expense for each statement of earnings presented where the entity is a member of a group that files a consolidated tax return, the amount of any tax related balances due to or from affiliates as of the date of each statement of financial position presented, the principal provisions of the method by which the consolidated amount of current and deferred tax expense is allocated to the members of the group and the nature and effect of any changes in that method. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Article 4
-Section 08
-Paragraph k

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-Name Regulation S-X (SX)
-Number 210
-Article 3A
-Section 04
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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-Name Statement of Financial Accounting Standard (FAS)
-Number 57
-Paragraph 1-4
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
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+ Details

Income Taxes

12 Months Ended

Dec. 31, 2011

Income Taxes

Note 4 — Income Taxes:

There was no current or deferred income tax provision for the years ended December 31, 2011, 2010 and 2009.

The Company’s deferred tax assets as of December 31 consist of the following:

	2011			2010
Net operating loss	$	15,371,295		$	8,255,000
Stock-based compensation		4,395,743			1,291,000
Research and development credits		977,305			245,000
Related Party Interest		-			83,504
Totals		26,263,836			9,791,000
Less: valuation allowance		(26,263,836	)		(9,791,000	)
	$	—		$	—

A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The net increase in the total valuation allowance for the years ended December 31, 2011 and 2010 was $16,472,836 and $3,047,000, respectively. The tax benefit assumed the Federal statutory tax rate of 34% and a state and local tax rate of 10.53% and has been fully offset by the aforementioned valuation allowance.

At December 31, 2011, the Company had potentially utilizable Federal and state net operating loss tax carry-forwards of approximately $34,521,290 and R & D credit carryforward of approximately $977,300, both of which expire between 2027 and 2031.

An ownership change under Internal Revenue Code (“IRC”) Section 382 is likely to have occurred due to common stock issued in the IPO and debt conversions in December 2010. Due to the change in ownership provisions of the IRC, the availability of the Company’s net operating loss carry forwards may be subject to annual limitations against taxable income in future periods, which could substantially limit the eventual utilization of such carry forwards. The Company has not analyzed the historical or potential impact of its equity financings on beneficial ownership and therefore no determination has been made whether the net operating loss carry forward is subject to any IRC Section 382 limitation. To the extent there is a limitation, there would be a reduction in the deferred tax asset with an offsetting reduction in the valuation allowance.

	2011			2010
Statutory Federal tax rate		(34	)%		(34	)%
Statutory state and local income taxes (net of Federal)		(11	)%		(7	)%
Warrant amortization and beneficial conversion charges		(1	)%		19	%
Effect of valuation allowance		46	%		22	%
Effective tax rate		—	%		—	%

Management believes that the Company does not have any uncertain tax positions that will result in a material impact on the Company’s financial statements. The Company files income tax returns in the U.S. federal and applicable state jurisdictions. There are currently no federal or state income tax examinations and therefore all years are statutorily open and subject to examination. If and when applicable, the Company will recognize interest and penalties as income tax expense.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph h
-Article 4

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 136, 172
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
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-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32559-109319

+ Details

Commitments

12 Months Ended

Dec. 31, 2011

Commitments

Note 5 — Commitments:

Employment agreements:

Dr. Russell Ellison, the Company’s Chief Executive Officer has an employment agreement which provides for a base salary of $375,000 per year, a guaranteed bonus of $75,000 per year and an annual performance-based bonus of up to 50% of his base salary. The agreement also provides incentive bonuses of $250,000 and $500,000 in the event that the Company’s market capitalization exceeds specified levels. The first threshold was met and the $250,000 bonus was paid in the third quarter of 2011. The second threshold has not yet occurred.

Mr. David Barrett, the Chief Financial Officer has an employment agreement which provides for a base salary of $250,000 per year. The agreement also provides incentive bonuses of $250,000 and $500,000 in the event that the Company’s market capitalization exceeds specified levels. The first threshold was met and the $250,000 bonus was paid in the third quarter of 2011. The second threshold has not yet occurred.

On August 24, 2011, the above agreements were amended to provide that if the second market capitalization threshold is attained, the bonus of $500,000 will be paid in a combination of shares of the Company’s common stock worth $300,000 and $200,000 in cash. The number of the shares of common stock each would receive was determined by the closing price of the Company’s common stock as reported on NASDAQ on August 24, 2011 ($9.85), which could result in 30,457 shares being issued to each of Dr. Ellison and Mr. Barrett if the second market capitalization threshold is attained. In addition, the amendment to Mr. Barrett’s agreement provides that he will be eligible for an incentive cash bonus in the discretion of the Company’s Compensation Committee of up to 25% of his base salary. As of December 31, 2011, the second market capitalization threshold has not been attained.

On August 24, 2011, Ventrus entered into an employment agreement with Thomas Rowland that became effective on September 1, 2011 and pursuant to which Mr. Rowland serves as the Company’s Chief Business Officer. The employment agreement provides for a base salary of $250,000 per year and an annual performance-based bonus of up to 20% of his base salary.

Consulting Agreement:

Effective May 11, 2010, the Company entered into a one year consulting agreement with Timothy Hofer, pursuant to which Mr. Hofer provides the Company with consulting services focused on general business and company development. Mr. Hofer is a former employee of PBS, a related party. The Company did not renew the agreement at the end of its one year term.

Under the terms of the consulting agreement with Mr. Hofer and as compensation for his services thereunder, the Company granted Mr. Hofer a fully vested ten-year warrant to purchase 76,480 shares of the Company’s common stock, at an exercise price of $6.00 per share. The Company recognized $372,103 of consulting expense as of December 31, 2010 because the warrants were fully vested on that date.

- Definition

The entire disclosure for commitments and contingencies.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Interpretation (FIN)
-Number 14
-Paragraph 3
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
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-Topic 825
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6449706&loc=d3e16207-108621

+ Details

Stockholders' Transactions

12 Months Ended

Dec. 31, 2011

Stockholders' Transactions

Note 6 — Stockholders’ Transactions:

Common Stock Transactions:

During March and April 2007, the Company issued 368,012 shares of common stock to its founders for $4,564, or $0.0124 per share.

During May and June 2007, the Company issued 9,677 shares of common stock to its employees for $120, or $0.0124 per share. During August 2007, the Company issued 18,401 shares of common stock at $0.0124 per share in accordance with the license agreement between the Company and S.L.A. Pharma (see note 7). During 2007, the Company recorded $228 of stock-based research and development expense in connection with this license.

During June through September 2008, the Company issued 18,977 shares of common stock and 3,796 warrants at $60.39 per unit (consisting of a share of common stock with 20% warrant coverage) in connection with a private placement financing at $60.39 per unit. Each warrant has a seven-year term and an exercise price of $66.46. The Company raised $929,457 of net proceeds.

During July 2008, the Company issued 29,861 shares of common stock and 6,151 warrants at $60.39 per unit (consisting of a share of common stock with 20% warrant coverage) to related parties in connection with the conversion of amounts outstanding under certain promissory notes (see Note 3). Each warrant has a seven-year term and an exercise price of $66.46. The warrants had a fair value of $340,860 and were expensed on issuance since the promissory notes were converted.

The fair value of the warrants granted, mentioned in the preceding paragraph, was based on the following assumptions:

Risk-free interest rate	3.89	%

Expected volatility	128.18	%

Expected life of warrants	5 years

Expected dividend yield	0	%

During December 2009, the Company issued 2,016 shares of common stock to S.L.A. Pharma pursuant to an amendment to the license agreement between the Company and S.L.A. Pharma, and 403 shares of common stock to a vendor, each at a value of $12.40 per share, recording an expense of $25,000 and $5,000 to research and development expense, respectively.

In connection with the Company’s IPO, all of the issued and outstanding convertible notes issued in 2007 and 2010 converted into shares of common stock pursuant to the terms of those notes. All principal and accrued interest on the 2007 and 2010 convertible notes converted at per share price of $4.20, which was 70% of the public offering price of $6.00 per share in the IPO, resulting in an aggregate of 1,642,802 shares of common stock issued upon conversion of the 2007 convertible notes and an aggregate of 1,421,834 shares of common stock issued upon conversion of the 2010 convertible notes. Also in connection with the IPO, and pursuant to their terms, the promissory notes issued to PBS and Capretti Grandi LLC, were converted at a per share price of $4.20, which was 70% of the public offering price of $6.00 per share in the IPO, resulting in an aggregate of 269,449 shares of common stock issued upon conversion of these notes.

On December 22, 2010, the Company issued 2,900,000 shares of its common stock in an IPO at $6.00 per share and received net proceeds of $15,184,344, after deduction of underwriting discounts, commissions and other expenses related to the IPO.

Pursuant to the terms of the license agreement between the Company and S.L.A Pharma, the Company was obligated to issue to S.L.A. Pharma that number of additional shares of common stock so that, when added to the 18,401 shares initially issued, the new and old shares had an estimated fair market value equal to $500,000 (based on the price per share paid in the financing). The closing of the Company’s IPO triggered this obligation. As a result, the Company issued 64,933 shares of its common stock to S.L.A. Pharma on December 22, 2010. The Company valued the stock issuance to S.L.A. Parma at $389,597 and expensed the full amount to research and development expense as of December 31, 2010.

On January 7, 2011, the Company issued 435,000 shares of its common stock to fulfill the over-allotment option that it granted to the underwriters as part of the IPO and raised net proceeds of $2,420,776.

During the twelve months ended December 31, 2011, the Company issued an aggregate of 50,034 shares of common stock pursuant to the exercise of warrants with an average exercise price of $5.77.

On July 19, 2011, the Company issued 5,175,000 shares of its common stock in an underwritten public offering and raised net proceeds of $47,568,047.

Common Stock Options and Warrants:

In 2007, the Company established a stock incentive plan (the “2007 Plan”) under which incentive stock and/or options could be granted to officers, directors, consultants and key employees of the Company for the purchase of up to 483,871 shares of the Company’s common stock. The options could have a maximum term of ten years, vest over a period to be determined by the Company’s Board of Directors and have an exercise price at or above fair market value on the date of grant.

There were no options issued under the 2007 Plan in 2008 or 2009.

On May 11, 2010, the Company granted options to purchase 2,016 shares of its common stock to a director under the 2007 Plan with an exercise price of $6.00. The Company valued these options at $9,714 and expensed the full amount on the grant date since the options were fully vested.

The Company terminated the 2007 Plan in July 2010, but the 2,016 options granted under the 2007 Plan remain outstanding.

During 2007, the Company granted 12,903 warrants to various consultants with an exercise price of $7.69 per share. Each warrant granted during 2007 vests equally over a three-year period and has a seven-year term. During 2008, 1,613 of these warrants were forfeited due to the consultant’s relationship with the Company ending prior to the vesting period. All of the warrants that remain outstanding were fully vested at December 31, 2010.

On August 30, 2010, the Company issued a warrant to purchase 13,605 shares of its common stock with an exercise price of $1.24 per share to S.L.A. Pharma (see Note 7) pursuant to an amendment to the license agreement between the Company and S.L.A. Pharma. The warrant was fully vested at issuance and the Company recognized the full amount of $161,552 of stock-based research and development expense as of December 31, 2010. The fair value of the warrants granted and the related fair value adjustments at the end of each reporting period were based on the following assumptions:

	2007			2008			2009			2010

Risk-free interest rate		4.00	%		1.55%-3.61	%		1.67%-2.69	%		0.75	%

Expected volatility		65.55	%		104.78%-219.91	%		128.96%-163.74	%		113.31	%

Expected life of warrants (in years)		7 years			7 years			7 years			3 years

Expected dividend yield		0	%		0	%		0	%		0	%

In August 2010, the Company’s stockholders approved the 2010 Equity Incentive Plan (the “2010 Plan”). In May 2011, the Company’s stockholders approved an amendment to the 2010 Plan to increase the shares reserved for issuance from 2,467,200 to 3,967,200 shares of the Company’s common stock. The 2010 Plan authorizes the Company to issue equity incentive awards in the form of shares, options or other awards based on Ventrus common stock as part of an overall compensation package to provide performance-based compensation to attract and retain qualified personnel.

In November 2010, the Company granted options to non-employee directors to purchase an aggregate of 160,000 shares under the 2010 Plan. In addition, under Dr. Ellison’s and Mr. Barrett’s respective employment agreements, in connection with the closing of the Company’s IPO, the Company granted to Dr. Ellison and Mr. Barrett options under the 2010 plan to purchase shares of the Company’s common stock with an exercise price of $6.00, which was equal to the initial public offering price per share, in an amount equal to 7.5% (573,599 shares) and 4.0% (305,920 shares), respectively, of the Company’s fully diluted capitalization on that date.

In addition to the options and warrants discussed above, in connection with the Company’s financings in 2007, 2008, 2009 and 2010, the Company issued warrants to investors and/or placement agents to purchase shares of common stock as well as certain consulting warrants (See Notes 3, and 8 ).

A summary of the Company’s warrant activity and related information is as follows:

	Year Ended				Year Ended				Year Ended
	December 31, 2011				December 31, 2010				December 31, 2009
			Weighted Average				Weighted Average				Weighted Average
	Shares		Exercise Price		Shares		Exercise Price		Shares		Exercise Price
Outstanding at beginning of period		1,013,291	$	7.58		168,885	$	11.43		64,018	$	33.86
Granted		-	$	-		844,405	$	6.76		104,867	$	6.60
Exercised		56,848	$	5.08		-	$	6.76		-		-
Outstanding at end of year		956,443	$	7.61		1,013,290	$	7.58		168,885	$	11.43
Warrants exercisable at end of period		956,443	$	7.61		1,013,290	$	7.58		168,885	$	11.43

Included in the exercise of 56,848 warrants in 2011, are some warrants that were exercised utilizing a cashless exercise feature. In the aggregate, 50,034 shares were issued on the exercise of warrants and $288,732 was received in cash proceeds. All outstanding options have vested and no additional expense is expected to be recorded in the future years.

In 2011, the Company granted options to purchase 30,000 shares to three of its directors, options to purchase an aggregate of 552,440 shares to four employees and options to purchase an aggregate of 384,240 shares to seven consultants, all pursuant to the 2010 Plan with exercise prices at or greater than the then market value of the Company’s common stock ($6.00 - $15.77 per share).

A summary of the Company’s option activity and related information is as follows:

	Year Ended						Year Ended
	December 31, 2011						December 31, 2010
	Shares		Weighted Average Exercise Price		Aggregate Intrinsic Value		Shares		Weighted Average Exercise Price		Aggregate Intrinsic Value
Outstanding at beginning of period		1,079,775	$	6.01	$	-		-		-		-
Granted		966,680	$	6.82	$	-		1,079,775	$	6.01	$	-
Outstanding at end of year		2,046,455	$	6.40	$	4,092,910		1,079,775	$	6.01	$	657,989
Options exercisable at end of period		1,338,896	$	6.19	$	2,435,852		473,991	$	6.00	$	293,874
Vested or expected to vest at December 31		2,046,455		-		-		1,079,775		-		-
Shares available on December 31 for options that may be granted		1,922,761		-		-		1,389,441		-		-

The Company expects that all outstanding unvested options will vest. The fair value of the options granted for the year ended December 31, 2011 and 2010, was based on the following assumptions:

	2011			2010
Risk-free interest rate		1.43%-3.03	%		1.84	%
Expected volatility		88.05%-94.74	%		94.74	%
Expected life of options		7 years			7 years
Expected dividend yield		0	%		0	%

Estimated future stock-based compensation expense relating to unvested stock options (for consultants based on the fair value at December 31, 2011) is as follows:

Calendar Years Ending December 31,	Future Stock Option Compensation Expense
2012	$	2,638,747
2013		1,028,650
2014		166,315
Total estimated future stock-based compensation expense – stock options	$	3,833,712

The weighted average remaining contractual life of options outstanding at December 31, 2011 is approximately 9 years.

Stock-based compensation expensed to research and development expense for the years ended December 31, 2011, 2010 and 2009 was $1,124,904, $446,902 and $123,758, respectively. Stock-based compensation expensed to general and administrative expense for the years ended December 31, 2011, 2010 and 2009 was $5,848,862, $2,298,782 and $0, respectively.

- Definition

The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
-Number 12
-Paragraph 10
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Article 3

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Article 4
-Section 08
-Paragraph d

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 43
-Chapter 1
-Section B
-Paragraph 7, 11A
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 129
-Paragraph 2, 3, 4, 5, 6, 7, 8
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Article 4

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 5
-Paragraph 15
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 29, 30, 31
-Article 5

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section E

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section C

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187085-122770

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644

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-Name Accounting Standards Codification
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Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
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-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21564-112644

Reference 16: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
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-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644

Reference 17: http://www.xbrl.org/2003/role/presentationRef
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Reference 18: http://www.xbrl.org/2003/role/presentationRef
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Reference 19: http://www.xbrl.org/2003/role/presentationRef
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-URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656

Reference 20: http://www.xbrl.org/2003/role/presentationRef
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-Paragraph 2
-Subparagraph (SAB TOPIC 4.E)
-URI http://asc.fasb.org/extlink&oid=6228006&loc=d3e74512-122707

Reference 21: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Preferred Stock
-URI http://asc.fasb.org/extlink&oid=6521494

Reference 22: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
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-Paragraph 1
-Subparagraph (SX 210.5-02.29-31)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 23: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section S99
-Paragraph 4
-Subparagraph (SAB TOPIC 4.C)
-URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187143-122770

+ Details

License Agreements

12 Months Ended

Dec. 31, 2011

License Agreements

Note 7 — License Agreements:

In March 2007, pursuant to an Exclusive License Agreement, S.L.A. Pharma, AG (“S.L.A. Pharma”) granted PBS a royalty-bearing license to sell, make and use diltiazem for treatment, through topical administration, of anal fissures and phenylepherine for treatment, through topical administration, of fecal incontinence in the United States, Canada and Mexico. Pursuant to the Exclusive License Agreement, PBS was obligated to form a company to develop the technologies referenced in the Exclusive License Agreement and issue a number of shares equal to 5% of such company’s outstanding common stock as of the effective date of the Exclusive License Agreement. On August 2, 2007, the Company issued 18,401 shares to S.L.A. Pharma to satisfy this obligation. In addition, the Company was obligated to issue to S.L.A. Pharma that number of additional shares of common stock so that the number of shares following specific transactions would have a fair market value equal to $500,000. On December 22, 2010, the Company issued S.L.A Pharma an additional 64,933 shares to satisfy this obligation.

In August 2007, pursuant to an Assignment and Assumption Agreement, PBS sold all of its rights in and arising out of the Exclusive License Agreement with S.L.A. Pharma to Ventrus for $1,087,876. The corresponding U.S. and foreign patents and applications for the two compounds have been licensed to Ventrus under the Assignment and Assumption Agreement (the technology referred to collectively as the “Compound Technology”). As consideration in part for the rights to the Compound Technology, an initial licensing fee of $250,000 was paid to S.L.A. Pharma and $50,000 for reimbursement of clinical development costs incurred by S.L.A. Pharma (these amounts were paid by PBS and were included in the consideration paid by the Company to PBS in connection with the Assignment and Assumption Agreement). In the event that the Compound Technology is commercialized, the Company is obligated to pay to S.L.A. Pharma annual royalties, based upon net sales of the product. In addition, the Company is required to make payments to S.L.A. Pharma up to an aggregate amount of $20 million upon the achievement of various milestones related to regulatory events. Should the Company make any improvements regarding the Compound Technology, the Company is required to grant S.L.A. Pharma licenses to use such improvements.

As compensation for S.L.A. Pharma’s participation in the management and the development of the technologies, Ventrus is required to make separate payments to S.L.A. Pharma equal to $41,500 per month (“Monthly Payments”) for each of diltiazem and phenylephrine. Per the agreement, Ventrus’ obligation to make these monthly payments was to terminate upon a new drug application (“NDA”) filing. Pursuant to amendments to the Exclusive License Agreement, the Company, as of September 30, 2010, was no longer required to make additional payments for phenylephrine. At December 31, 2011, the Company had no amounts due to S.L.A. Pharma.

Ventrus is also required to reimburse S.L.A. Pharma for clinical development costs associated with the technology development of both diltiazem and phenylephrine. Ventrus’ total payment obligation for the diltiazem project is limited to $4,200,000. Ventrus made $4,200,000 of payments to S.L.A. Pharma from August 2007 through December 31, 2011. Both Ventrus and S.L.A. Pharma have agreed to add additional services outside the scope of the agreement for $400,000. The services have not yet been provided by S.L.A. Pharma. S.L.A. Pharma has been paid $600,000 of services for the phenylephrine project through December 31, 2011. S.L.A. Pharma did not provide Ventrus with any services for the phenylephrine project in 2010 or 2011 and management does not expect any services from SLA Pharma for the phenylephrine project in the foreseeable future.

On June 6, 2011, Ventrus further amended the Exclusive License Agreement with S.L.A. Pharma. The amendment eliminates its potential $800,000 milestone payment to S.L.A. Pharma for the development of diltiazem, previously payable upon the completion of enrollment into the Phase III clinical trial that S.L.A. Pharma is conducting in Europe. It also eliminates S.L.A. Pharma’s ability to terminate the license agreement at any time, with one month’s notice, in the event that Ventrus had failed to make a required payment and a third party wished to enter into a license agreement for diltiazem and phenylephrine, provided the termination would not have been effective if within that one-month period Ventrus paid all the then required payments under the agreement. Pursuant to the amendment, Ventrus must pay S.L.A. Pharma up to $1,000,000 in milestone payments, payable in four equal installments of $250,000 once specified thresholds of randomized patients are achieved in the Phase III trial for diltiazem that S.L.A. Pharma is conducting in Europe. The first two milestones were met and paid in the third quarter of 2011 and the third and fourth milestone was met and paid in the fourth quarter of 2011. As of December 31, 2011, Ventrus’ total remaining payment obligation for the phenylephrine project shall not exceed $400,000, consisting of to-be-agreed-upon services. Additionally, upon Ventrus’ receipt of a quality controlled final study report of the Phase III trial for diltiazem in Europe, Ventrus must pay S.L.A. Pharma $400,000 in development costs for diltiazem.

In March 2008, Ventrus entered into an exclusive worldwide license agreement with Sam Amer & Co., Inc., a California company (“Amer”), whereby Ventrus acquired certain patent rights to iferanserin for the topical treatment of any anorectal disorders. Ventrus is obligated to pay Amer (i) a monthly consulting fee of $7,500 through May 2010, (ii) a license fee of $2,050,000, (iii) late fees of $7,500 per month starting July 2009 until the successful completion of the Phase III trials, (iv) interest payments totaling $595,000 and (v) additional late fees of $7,500 per month as an NDA was not submitted by September 2010. In addition, Ventrus may be required to make future milestone and royalty payments totaling up to $20 million upon the achievement of various milestones related to regulatory or commercial events. The license agreement is terminable by either party for cause and, upon 30 days notice in the event any safety, efficacy or regulatory issues prevent development or commercialization of iferanserin. Through November 14, 2011, the Company had made all contractual payments relating to the license agreement.

In December 2009, the Company and Amer supplemented the license agreement and added an additional licensing fee of $20,000 for six months. In April 2010, the Company and Amer agreed that the additional license would not be needed and, therefore, the Company was not required to pay the last two months.

On June 5, 2011, the Company entered into an agreement with Amer to acquire all rights, title and interest to iferanserin. Ventrus paid $500,000 on execution of the agreement. On November 14, 2011, the Company closed the acquisition and paid Amer an additional $12 million. Closing was subject to Ventrus raising net proceeds of a certain minimum amount, which the Company met upon its sale of common stock in July 2011. Closing was also subject to, in respect of the first pivotal Phase III trial and any recurrence treatment for iferanserin, the absence through November 10, 2011 of any serious severe adverse events, as defined. Ventrus will pay Amer royalties of between 3.0% and 4.0% on net annual sales in the U.S. and between 1.0% and 1.33% on gross annual sales outside the U.S., subject to a minimum annual royalty payment on both U.S. and ex-U.S. sales equal to (i) the royalty that would have been due had U.S. Net Sales (as defined in the Amer Purchase Agreement) equaled 50% of the U.S. Net Sales contained in the sales forecast provided by the Company to Amer for the applicable year and (ii) the royalty that would have been due had ex-U.S. Gross Sales (as defined in the Amer Purchase Agreement) equaled 50% of the ex-U.S. Gross Sales contained in the sales forecast provided by the Company to Amer for the applicable year.

We evaluated whether the cost of all or a portion of the assets purchased pursuant to the Amer Purchase Agreement should be measured at fair value and capitalized or charged to an expense account. In deciding the appropriate accounting treatment, we referenced “Working Draft of AICPA Accounting and Valuation Guide Assets Acquired to Be Used in Research and Development Activities” released on November 18, 2011. Because the assets purchased (1) do not meet the definition of a business combination and (2) do not have alternative future use since the assets acquired are contingent on further development and clinical risk, we determined that the entire purchase price of the asset be expensed immediately as in-process research and development.

Private Placements

12 Months Ended

Dec. 31, 2011

Private Placements

Note 8 — Private Placements:

2007 Senior convertible notes:

During 2007 and 2008, the Company issued 8% senior convertible notes in connection with a private placement in the aggregate principal amount of $5,305,000 (the “Bridge Notes”). The Bridge Notes were originally scheduled to mature on December 20, 2008, but the Company exercised its option to extend the maturity date to December 20, 2009, at an increased interest rate of 10%. The Company subsequently obtained the consent of the note holders to an additional extension of the maturity date of the Bridge Notes to September 10, 2010 and again to December 31, 2010. The Bridge Notes, plus all accrued interest thereon, would automatically convert into the same securities issued in the Company’s next Qualified Financing (as defined below), at a conversion price equal to 70% of the lowest per unit price paid for such securities in cash. The completion of the Company’s IPO triggered the automatic conversion of the Bridge Notes. Upon conversion, the Bridge Notes were automatically cancelled. The Company valued the beneficial conversion feature of the 2007 Notes at $2,957,187, which was recorded as interest expense after the Qualified Financing was completed. The Company computed the conversion feature to be $2,957,187 by dividing the amount of debt and interest ($6,899,770), which is convertible into common stock by the conversion rate (70%). From this amount ($9,856,957) the amount of debt and interest ($6,899,770) was subtracted to determine the amount by which the instrument if-converted exceeds the conversion amount ($2,957,187).

In connection with the offering of the Bridge Notes, Paramount Biocapital, Inc. (“PCI”) and the Company entered into a placement agency agreement dated October 9, 2007, pursuant to which the Company paid PCI and third party agents cash commissions of $243,600 and $19,250, respectively, for its services. The Company agreed to additional services by PCI during the 18-month period subsequent to March 11, 2008 which expired without any further amounts being paid. PCI is a related party to the Company since it is wholly-owned by Dr. Rosenwald.

In addition, PCI and third party agents received seven-year warrants (the “Placement Warrants”). The amount of shares and the exercise price were to be determined based on whether a qualified financing occurred on or before December 21, 2009. The qualified financing did not occur by such date and as a result the number of shares subject to the Placement Warrants is 42,782 shares, an amount equal to 10% of the principal amount of the Bridge Notes purchased, divided by $12.40, with an exercise price equal to $12.40. PCI subsequently transferred the Placement Warrants among its employees. The Company estimated the value of the Placement Warrants using the Black-Scholes option pricing model at approximately $341,000 and recorded them as deferred financing costs, which were amortized to interest expense over the term of the Bridge Notes. The fair value of the Placement Warrants granted was based on the following assumptions:

Risk-free interest rate	3.01% – 3.84	%
Expected volatility	63.69% – 123.73	%
Expected life of warrants	7 years
Expected dividend yield	0	%

2010 Senior convertible notes:

In February, March, April and May 2010, the Company issued 8% senior convertible notes in connection with a private placement in the aggregate principal amount of $3,425,000 (the “2010 Notes”). The 2010 Notes matured on September 10, 2010. Upon the closing of a Qualified Financing (as defined below), the 2010 Notes plus any accrued but unpaid interest thereon were to convert into shares of the Company’s common stock at 70% of the price at which shares of common stock are sold in the Qualified Financing (the “IPO Price”). The completion of the Company’s IPO triggered the automatic conversion of the 2010 Notes. Upon conversion, the 2010 Notes were automatically cancelled.

The Company valued the beneficial conversion feature of the 2010 Notes at $1,619,687, which was recorded as interest expense after the Qualified Financing was completed. The Company computed the conversion feature to be $1,619,687 by dividing the amount of debt and interest ($3,779,269), which is convertible into common stock by the conversion rate (70%). From this amount ($5,398,956) the amount of debt and interest ($3,779,269) was subtracted to determine the amount by which the instrument if-converted exceeds the conversion amount ($1,619,687).

Each 2010 Noteholder holds a warrant to purchase that number of shares of the Company’s common stock equal to 50% of the principal amount of the 2010 Notes purchased by it divided by the IPO Price at a per share exercise price equal to 110% of the IPO Price, subject to adjustment. Each of these warrants will expire and no longer be exercisable after February 26, 2015. In connection with the Company’s IPO, the number of shares of common stock issuable pursuant to these warrants is an aggregate of 285,417 shares with an exercise price of $6.60 per share. The Company valued these warrants at $1,429,590 using the Black-Scholes option pricing model and has expensed such amount as of December 31, 2010. The fair value of the warrants granted was based on the following assumptions:

Risk-free interest rate	2.02	%
Expected volatility	124	%
Expected life of warrants	5 years
Expected dividend yield	0	%

On February 26, 2010, a 2010 Note in the aggregate principal amount of $2,192,433 and related warrant were issued to PBS for the cancellation of certain debt (as discussed in Note 3 above), which is not included in the $3,425,000 of aggregate principal amount of 2010 Notes issued in the private placement. Including such converted debt, the total aggregate principal amount of 2010 Notes was $5,617,433. In connection with the Company’s IPO, these 2010 Notes converted into an aggregate of 1,421,834 shares of common stock. Upon conversion, these 2010 Notes were automatically cancelled.

Subsequent Event

12 Months Ended

Dec. 31, 2011

Subsequent Event

Note 9– Subsequent Event

On January 31, 2012, the Company filed a shelf registration statement with the Securities and Exchange Commission under which it may offer shares of its common stock and preferred stock, various series of debt securities and/or warrants to purchase any of such securities, either individually or in units, in one or more offerings, up to a total dollar amount of $100,000,000. Such registration statement became effective as of February 10, 2012. As part of the shelf registration statement, the Company included a prospectus for an at-the-market common equity sales program for the sale of up to $20,000,000 of common stock. No securities have been offered or sold pursuant to the shelf registration statement.

Label	Element	Value
Adjustments To Additional Paid In Capital Warrant Issued	us-gaap_AdjustmentsToAdditionalPaidInCapitalWarrantIssued	$ 164,284
Adjustments To Additional Paid In Capital Sharebased Compensation Requisite Service Period Recognition Value	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	16,655
Third Party [Member]
Stock Issued During Period Value New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	228
Development Stage Enterprise Deficit Accumulated During Development Stage [Member]
Stockholders Equity	us-gaap_StockholdersEquity	(4,567,894)
Net Income Loss	us-gaap_NetIncomeLoss	$ (4,567,894)
Common Stock [Member]
Shares Outstanding	us-gaap_SharesOutstanding	396,090
Stockholders Equity	us-gaap_StockholdersEquity	$ 396
Common Stock [Member] \| Third Party [Member]
Stock Issued During Period Value New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	$ 18
Stock Issued During Period Shares New Issues	us-gaap_StockIssuedDuringPeriodSharesNewIssues	18,401
Additional Paid In Capital [Member]
Adjustments To Additional Paid In Capital Warrant Issued	us-gaap_AdjustmentsToAdditionalPaidInCapitalWarrantIssued	$ 164,284
Stockholders Equity	us-gaap_StockholdersEquity	185,455
Adjustments To Additional Paid In Capital Sharebased Compensation Requisite Service Period Recognition Value	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	16,655
Additional Paid In Capital [Member] \| Third Party [Member]
Stock Issued During Period Value New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	210
Issuance During Period 1 st [Member] \| Employees And Directors [Member]
Stock Issued During Period Value New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	4,564
Issuance During Period 1 st [Member] \| Common Stock [Member] \| Employees And Directors [Member]
Stock Issued During Period Value New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	368
Issuance During Period 1 st [Member] \| Additional Paid In Capital [Member] \| Employees And Directors [Member]
Stock Issued During Period Value New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	4,196
Issuance During Period 2 nd [Member] \| Employees And Directors [Member]
Stock Issued During Period Value New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	120
Issuance During Period 2 nd [Member] \| Common Stock [Member] \| Employees And Directors [Member]
Stock Issued During Period Value New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	$ 10
Stock Issued During Period Shares New Issues	us-gaap_StockIssuedDuringPeriodSharesNewIssues	9,677
Issuance During Period 2 nd [Member] \| Additional Paid In Capital [Member] \| Employees And Directors [Member]
Stock Issued During Period Value New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	$ 110