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SEC Company Response from ASSEMBLY BIOSCIENCES, INC. (ASMB) (CIK 0001426800) (ASMB) — Feb 9, 2012

ASSEMBLY BIOSCIENCES, INC. (ASMB) (CIK 0001426800)
Date: Feb. 9, 2012 · CIK: 0001426800 · Accession: 0001144204-12-006951

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File numbers found in text: 333-179259

Date
February 9, 2012
Author
Russell H. Ellison
Form
CORRESP
Company
ASSEMBLY BIOSCIENCES, INC. (ASMB) (CIK 0001426800)

Letter

VENTRUS BIOSCIENCES, INC.

99 Hudson Street, 5th Floor

New York, NY 10013

February 9, 2012

VIA EDGAR DELIVERY

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn.: John Gharib

Re: Ventrus Biosciences, Inc.

File No. 333-179259

Ladies and Gentlemen:

Ventrus Biosciences, Inc., a Delaware corporation (the “Registrant”), hereby requests that the Securities and Exchange Commission take appropriate action to make the Registrant’s Registration Statement on Form S-3 (File No. 333-179259) effective as of 1:00 p.m. Eastern Time, Friday, February 10, 2012, or as soon thereafter as practicable.

With respect to the aforementioned registration statement, the Registrant hereby acknowledges that:

· should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

· the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

· the Registrant will not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,
VENTRUS BIOSCIENCES, INC.

Show Raw Text
CORRESP
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filename1.htm

VENTRUS BIOSCIENCES, INC.

99 Hudson Street, 5th Floor

New York, NY 10013

February 9, 2012

VIA EDGAR DELIVERY

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn.: John Gharib

     Re:
    Ventrus Biosciences, Inc.

    File No. 333-179259

Ladies and Gentlemen:

Ventrus Biosciences, Inc., a Delaware corporation
(the “Registrant”), hereby requests that the Securities and Exchange Commission take appropriate action to make the
Registrant’s Registration Statement on Form S-3 (File No. 333-179259) effective as of 1:00 p.m. Eastern Time, Friday, February
10, 2012, or as soon thereafter as practicable.

With respect to the aforementioned registration
statement, the Registrant hereby acknowledges that:

 · should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and

 · the Registrant will not assert staff comments and the declaration
of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

Very truly yours,

VENTRUS BIOSCIENCES, INC.

By: /s/ Russell H. Ellison

Russell H. Ellison,

President and Chief Executive
Officer