UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): January 13,
2011
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VENTRUS
BIOSCIENCES, INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-35005
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20-8729264
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer ID Number)
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787
7th
Avenue, 48th
Floor, New York, New
York
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10019
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(Address
of principal executive
offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(212)
554-4300
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
4.01. Changes in Registrant’s Certifying Accountant
(a) Dismissal
of independent registered public accounting firm.
On
January 13, 2011, Ventrus Biosciences, Inc. dismissed J.H. Cohn LLP as Ventrus’
independent registered public accounting firm. J.H. Cohn has served
as Ventrus’ independent registered public accounting firm since August 31,
2009.
J.H.
Cohn’s reports on Ventrus’ financial statements as of December 31, 2009 and
2008, and for the two years then ended and for the period from October 7, 2005
(inception) to December 31, 2009 did not contain an adverse opinion or a
disclaimer of opinion, although the report contained an explanatory paragraph
relating to Ventrus’ ability to continue as a going concern, and were not
qualified or modified as to uncertainty, audit scope or accounting
principles.
During
the two years ended December 31, 2010 and through January 13, 2011, there were
no: (a) disagreements with J.H. Cohn on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to J.H. Cohn’s satisfaction, would have caused
J.H. Cohn to make reference to the subject matter thereof in connection with its
reports on Ventrus’ financial statements as of December 31, 2009 and 2008, and
for the two years then ended and for the period from October 7, 2005 (inception)
to December 31, 2009; or (b) “reportable events”, as defined under Item
304(a)(1)(v) of Regulation S-K. However, J.H. Cohn identified
material weaknesses in Ventrus’ financial reporting process with respect to lack
of accounting expertise, segregation of duties and lack of independent review
over financial reporting.
J.H. Cohn
has indicated to Ventrus that it concurs with the foregoing statements contained
in the paragraphs above as they relate to J.H. Cohn and has furnished a letter
dated January 20, 2011 to the United States Securities and Exchange Commission
to this effect. A copy of the letter from J.H. Cohn is attached to
this Form 8-K as Exhibit 16.1.
(b) Engagement
of new independent registered public accounting firm.
On
January 18, 2011, Ventrus appointed EisnerAmper LLP as Ventrus’ independent
registered public accounting firm for the year ended December 31,
2010.
During
the two years ended December 31, 2010 and through January 18, 2011, neither
Ventrus nor anyone acting on its behalf consulted with EisnerAmper regarding any
of the matters or events set forth in Item 304(a)(2)(i) or (ii) of Regulation
S-K.
2
Item
9.01. Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit
No.
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Description
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16.1
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Letter
from J.H. Cohn LLP to the United States Securities and Exchange Commission
dated January 20, 2011.
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3
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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VENTRUS
BIOSCIENCES, INC.
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Date: January
20, 2011
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/s/ David J. Barrett
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David
J. Barrett, Chief Financial Officer
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4
Exhibit
16.1
January
20, 2011
United
States Securities and Exchange Commission
100 F
Street, N.E.
Washington
D.C. 20549
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Re:
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Ventrus
Biosciences, Inc.
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Commission
File Number 001-35005
Ladies
and Gentlemen:
We have
read Item 4.01 of Form 8-K of Ventrus Biosciences, Inc. to be filed with the
Securities and Exchange Commission on January 20, 2011, and are in agreement
with the statements contained under Item 4.01(a) therein as they relate to our
firm. We have no basis to agree or disagree with other statements of
the registrant contained therein.
/s/ J.H.
Cohn LLP
Roseland,
NJ