UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR (g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
VENTRUS BIOSCIENCES,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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20-8729264
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(State of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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787 7
th
Avenue,
48
th
Floor, New York, New
York 10019
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(Address of
principal executive offices)
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(Zip code)
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If this
form relates to the registration of a class of securities pursuant to section
12(b) of the Exchange Act and is effective pursuant to General Instruction
A.(c), check the following box.
x
If this
form relates to the registration of a class of securities pursuant to section
12(g) of the Exchange Act and is effective pursuant to General Instruction
A.(d), check the following box.
o
Securities
Act registration statement file number to which this form relate:
333-168224
(if
applicable)
Securities
to be registered pursuant to Section 12(b) of the Act:
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Name of each
exchange
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Title of each
class
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on which each class
is
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to
be so registered
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to
be registered
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Common Stock, $0.001
par value per share
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The Nasdaq Stock
Market LLC
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Securities
to be registered pursuant to Section 12(g) of the Act: None
Item
1. Description of Registrant’s Securities to be Registered.
Incorporated
by reference to the section entitled "Description of Capital Stock" in the
Preliminary Prospectus contained in Registrant's Registration Statement on Form
S-1/A (File No. 333-168224) filed with the SEC on December 9, 2010 (the
“December 9, 2010 Form S-1/A”).
Item
2. Exhibits
The
following exhibits are filed as part of this Registration
Statement:
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*
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1.
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Amended
and Restated Certificate of Incorporation dated November 11,
2010.
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**
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2.
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Amended
and Restated Bylaws dated July 12, 2010.
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***
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3.
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Specimen
of Common Stock Certificate.
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****
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4.
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Form
of Convertible Promissory Note issued to investors between December 2007
and March 2008, as amended December 14, 2009.
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*****
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5.
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Form
of Warrant issued to investors between June and September
2008.
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******
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6.
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Form
of Convertible Promissory Note issued to Paramount BioSciences, LLC and
Capretti Grandi, LLC in 2008 and 2009, as amended on December 21,
2009.
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+
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7.
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Warrants
issued to Paramount Credit Partners, LLC on January 23, March 25, June 1
and June 24, 2009.
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++
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8.
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Form
of Convertible Promissory Note issued to investors and Paramount
BioCapital, Inc. in February, March and April 2010.
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+++
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9.
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Form
of Convertible Promissory Note issued to investors in May
2010.
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++++
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10.
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Form
of Warrant issued to investors in February and March,
2010
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+++++
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11.
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Form
of Warrant issued to investors in May 2010.
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++++++
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12.
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Form
of Placement Agent Warrant issued to Paramount BioCapital, Inc. on March
11, 2008.
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*+
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13.
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Placement
Agent Warrants issued to National Securities Corporation on February 26,
March 31 and May 6, 2010, as amended October 28, 2010.
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*++
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14.
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Warrant
issued to S.L.A. Pharma AG on August 30, 2010.
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*+++
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15.
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Form
of underwriters warrant.
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Incorporated
by reference to Exhibit 3.1 to the Form S-1/A filed by the Registrant on
November 16, 2010.
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**
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Incorporated
by reference to Exhibit 3.2 to the Form S-1 filed by the Registrant on
July 20, 2010 (the “Form S-1”).
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***
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Incorporated
by reference to Exhibit 4.1 to the Form S-1/A filed by the Registrant on
October 29, 2010 (the “October 29, 2010 Form S-1/A).
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****
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Incorporated
by reference to Exhibit 4.2 to the Form S-1.
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*****
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Incorporated
by reference to Exhibit 4.3 to the Form S-1.
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******
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Incorporated
by reference to Exhibit 4.4 to the Form S-1/A filed by the Registrant with
the SEC on October 4, 2010 (“October 4, 2010 Form S-1/A”).
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+
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Incorporated
by reference to Exhibit 4.5 to the October 4, 2010 Form
S-1/A.
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++
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Incorporated
by reference to Exhibit 4.6 to the Form S-1.
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+++
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Incorporated
by reference to Exhibit 4.7 to the October 4, 2010 Form
S-1/A.
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++++
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Incorporated
by reference to Exhibit 4.8 to the October 4, 2010 Form
S-1/A.
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+++++
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Incorporated
by reference to Exhibit 4.9 to the October 4, 2010 Form
S-1/A.
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++++++
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Incorporated
by reference to Exhibit 4.10 to the Form S-1.
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*+
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Incorporated
by reference to Exhibit 4.11 to the October 29, 2010 Form
S-1/A.
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*++
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Incorporated
by reference to Exhibit 4.12 to the October 4, 2010 Form
S-1/A.
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*+++
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Incorporated
by reference to Exhibit 4.13 to the Form S-1/A filed by the Registrant on
December 6, 2010.
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SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
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VENTRUS
BIOSCIENCES, INC.
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By:
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/s/ Russell
H. Ellison
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Name:
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Russell
H. Ellison
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Title:
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Chief
Executive Officer
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