SecProbe.io

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 March 25, 20236   Via EDGAR   Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549   Re: Assembly Biosciences, Inc. Registration Statement on Form S-3 Filed March 19, 2026 File No. 333-294459 Request for Acceleration of Effective Date   Ladies and Gentlemen:   Pursuant to Rule 461 of the Securities Act of 1933, as amended, Assembly Biosciences, Inc. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-294459) (the “Registration Statement”) to 4:30 p.m. Eastern Time on Friday, March 27, 2026 or as soon thereafter as practicable.   The Company acknowledges that both the Company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff of the U.S. Securities and Exchange Commission.   Please contact P. Michelle Gasaway of Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to the Company, at +1.213.687.5122 as soon as the Registration Statement has been declared effective or if you have any other questions or concerns regarding this matter.   Regards,   By: /s/ John O. Gunderson Name: John O. Gunderson Title: VP, General Counsel and Corporate Secretary     cc: P. Michelle Gasaway Skadden, Arps, Slate, Meagher & Flom LLP Jason A. Okazaki Assembly Biosciences, Inc.
 Two Tower Place, 7th Floor, South San Francisco, CA 94080

March 24, 2026
Jason A. Okazaki
Chief Executive Officer and President
Assembly Biosciences, Inc.
Two Tower Place, 7th Floor
South San Francisco, California 94080
Re:Assembly Biosciences, Inc.
Registration Statement on Form S-3
Filed March 19, 2026
File No. 333-294459
Dear Jason A. Okazaki:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:P. Michelle Gasaway, Esq.

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 November 19, 2025   Via EDGAR   Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549   Re: Assembly Biosciences, Inc. Registration Statement on Form S-3 Filed October 14, 2025 File No. 333-290866 Request for Acceleration of Effective Date   Ladies and Gentlemen:   Pursuant to Rule 461 of the Securities Act of 1933, as amended, Assembly Biosciences, Inc. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-290866) (the “Registration Statement”) to 4:30 p.m. Eastern Time on Friday, November 21, 2025 or as soon thereafter as practicable.   The Company acknowledges that both the Company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff of the U.S. Securities and Exchange Commission.   Please contact P. Michelle Gasaway of Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to the Company, at +1.213.687.5122 as soon as the Registration Statement has been declared effective or if you have any other questions or concerns regarding this matter.   Regards,   By: /s/ John O. Gunderson Name: John O. Gunderson Title: VP, General Counsel and Corporate Secretary     cc: P. Michelle Gasaway Skadden, Arps, Slate, Meagher & Flom LLP Jason A. Okazaki Assembly Biosciences, Inc.
 Two Tower Place, 7th Floor, South San Francisco, CA 94080

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 March 28, 2025 Via EDGAR
 Securities and Exchange Commission Division of Corporation Finance
 100 F Street, N.E. Washington, D.C. 20549

 Re:
 Assembly Biosciences, Inc.
 Registration Statement on Form S-3
 Filed March 20, 2025 File No. 333-285970 Request for Acceleration of Effective Date
 Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, as
amended, Assembly Biosciences, Inc. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File
 No. 333-285970) (the “Registration Statement”) to 4:30 p.m. Eastern Time on Tuesday, April 1, 2025 or as soon thereafter as practicable.
 The Company acknowledges that both the Company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or absence of action by the staff of the U.S. Securities and Exchange Commission. Please contact P. Michelle Gasaway of Skadden, Arps, Slate,
Meagher & Flom LLP, special counsel to the Company, at +1.213.687.5122, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

 Regards,

 By:

 /s/ Jason A. Okazaki

 Name:

 Jason A. Okazaki

 Title:

 Chief Executive Officer and President

 cc:
 P. Michelle Gasaway
 Skadden, Arps, Slate, Meagher & Flom LLP
 John O. Gunderson Assembly Biosciences, Inc.

 Two Tower Place, 7 th Floor, South San Francisco, CA 94080

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 26, 2025

Jason A. Okazaki
Chief Executive Officer and President
Assembly Biosciences, Inc.
Two Tower Place, 7th Floor
South San Francisco, California 94080

 Re: Assembly Biosciences, Inc.
 Registration Statement on Form S-3
 Filed March 20, 2025
 File No. 333-285970
Dear Jason A. Okazaki:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Chris Edwards at 202-551-6761 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: P. Michelle Gasaway, Esq.
</TEXT>
</DOCUMENT>

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  CORRESP

  April 12, 2023

  Via EDGAR

  Securities and Exchange Commission

  Division of Corporation Finance

  100 F Street, N.E.

  Washington, D.C. 20549

  Re:	Assembly Biosciences, Inc.

  	Registration Statement on Form S-3

  	Filed March 22, 2023

  	File No. 333-270760

  	Request for Acceleration of Effective Date

  Ladies and Gentlemen:

  Pursuant to Rule 461 of the Securities Act of 1933, as amended, Assembly Biosciences, Inc. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-270760) (the “Registration Statement”) to 4:30 p.m. Eastern Time on Friday, April 14, 2023 or as soon thereafter as practicable.

  The Company acknowledges that both the Company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff of the U.S. Securities and Exchange Commission.

  Please contact P. Michelle Gasaway of Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to the Company, at +1.213.687.5122 as soon as the Registration Statement has been declared effective or if you have any other questions or concerns regarding this matter.

  Regards,

  By:	/s/ Jason A. Okazaki

  Name:	Jason A. Okazaki

  Title:	Chief Executive Officer and President

  cc: 	P. Michelle Gasaway

  		Skadden, Arps, Slate, Meagher & Flom LLP

  	John O. Gunderson

  		Assembly Biosciences, Inc.

  331 Oyster Point Blvd., 4th Flr., South San Francisco, CA 94080

United States securities and exchange commission logo
March 24, 2023
Jason Okazaki
Chief Executive Officer
Assembly Biosciences, Inc.
331 Oyster Point Blvd., Fourth Floor
South San Francisco, CA 94080
Re:Assembly Biosciences, Inc.
Registration Statement on Form S-3
Filed March 22, 2023
File No. 333-270760
Dear Jason Okazaki:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       P. Michelle Gasaway

United States securities and exchange commission logo
February 11, 2021
Thomas Russo
Chief Financial Officer
ASSEMBLY BIOSCIENCES, INC.
331 Oyster Point Blvd.
Fourth Floor
South San Francisco, CA 94080
Re:ASSEMBLY BIOSCIENCES, INC.
Form 10-K for the Year Ended December 31, 2019
Filed March 4, 2020
File No. 001-35005
Dear Mr. Russo:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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January 12, 2021

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:Assembly Biosciences, Inc.

Form 10-K for the Year Ended December 31, 2019

Filed March 4, 2020

File No. 001-35005

Ladies and Gentlemen:

Set forth below is Assembly Biosciences, Inc.’s (the “Company,” “we” or “our”) response to the comment of the U.S. Securities and Exchange Commission staff (the “Staff”) set forth in its letter dated December 29, 2020 (the “Comment Letter”), regarding our Annual Report on Form 10-K for the year ended December 31, 2019 filed on March 4, 2020.

To facilitate the Staff’s review, the heading and numbered paragraph in this letter correspond to the heading and numbered paragraph in the Comment Letter, and the Staff’s comment appears below in italics immediately before the related response.

Form 10-K for the Year Ended December 31, 2019

1.

We note that your forum selection provision in your Amended and Restated Bylaws identifies a state court located within the State of Delaware (or if such court does not have jurisdiction, the Superior Court of Delaware, or if such other court does not have jurisdiction, the United States District Court for the District of Delaware) as the exclusive forum for certain litigation, including any "derivative action." In future filings, please prominently describe the provision, including the relevant forum for litigation and any subject matter jurisdiction carve out, and whether this provision applies to actions arising under the Securities Act or Exchange Act. If so, please also state that there is uncertainty as to whether a court would enforce such provision. If the provision applies to Securities Act claims, please also state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Response: The Company acknowledges the Staff's comment and respectfully advises the Staff that it will revise its disclosure, including to add a risk factor, in future filings, including in its Form 10-K for the year ended December 31, 2020, to prominently disclose that the Company's amended and restated bylaws includes a forum selection provision stating that the Court of Chancery of the State of Delaware (or, if such court does not have jurisdiction, the Superior Court of Delaware, or, if such other court does not have jurisdiction, the United States District Court for the District of Delaware) shall be the sole and exclusive forum for certain litigation, including derivative actions, and to clarify that such forum selection

provision does not apply to litigation brought to enforce any liability or duty created by the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Please contact me at +1.415.951.3946 if you have any other questions or concerns regarding this matter.

Regards,

By:/s/ Jason A. Okazaki

Name:Jason A. Okazaki

Title:Chief Legal and Business Officer

cc: Thomas J. Russo

Assembly Biosciences, Inc.

United States securities and exchange commission logo
December 29, 2020
Thomas Russo
Chief Financial Officer
ASSEMBLY BIOSCIENCES, INC.
331 Oyster Point Blvd.
Fourth Floor
South San Francisco, CA 94080
Re:ASSEMBLY BIOSCIENCES, INC.
Form 10-K for the Year Ended December 31, 2019
Filed March 4, 2020
File No. 001-35005
Dear Mr. Russo:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Year Ended December 31, 2019
General
1.We note that your forum selection provision in your Amended and Restated Bylaws
identifies a state court located within the State of Delaware (or if such court does not have
jurisdiction, the Superior Court of Delaware, or if such other court does not have
jurisdiction, the United States District Court for the District of Delaware) as the exclusive
forum for certain litigation, including any “derivative action.” In future filings, please
prominently describe the provision, including the relevant forum for litigation and any
subject matter jurisdiction carve out, and whether this provision applies to actions arising
under the Securities Act or Exchange Act. If so, please also state that there is uncertainty
as to whether a court would enforce such provision. If the provision applies to Securities
Act claims, please also state that investors cannot waive compliance with the federal
securities laws and the rules and regulations thereunder. In that regard, we note that
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts

 FirstName LastNameThomas Russo
 Comapany NameASSEMBLY BIOSCIENCES, INC.
 December 29, 2020 Page 2
 FirstName LastName
Thomas Russo
ASSEMBLY BIOSCIENCES, INC.
December 29, 2020
Page 2
over all suits brought to enforce any duty or liability created by the Securities Act or the
rules and regulations thereunder.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Julie Sherman at 202-551-3640 or Brian Cascio, Accounting Branch
Chief, at 202-551-3676 if you have questions regarding comments on the financial statements
and related matters.  Please contact Margaret Schwartz at 202-551-7153 or Joe McCann, Branch
Chief, at 202-551-6262 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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 September 3, 2020

Via EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Assembly Biosciences, Inc.

Registration Statement on Form S-3

Filed August 28, 2020

File No. 333-248469

Request for Acceleration of Effective Date

Ladies and Gentlemen:

 Pursuant to Rule 461 of the Securities
Act of 1933, as amended, Assembly Biosciences, Inc. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-248469) (the “Registration Statement”) to 4:00 p.m. Eastern Time on Friday, September 4, 2020 or as soon thereafter as practicable.

The Company acknowledges that both the Company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any
review, comments, action or absence of action by the staff of the U.S. Securities and Exchange Commission.

 Please contact P. Michelle Gasaway of Skadden,
Arps, Slate, Meagher & Flom LLP, special counsel to the Company, at +1.213.687.5122, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Regards,

By:

 /s/ Jason A. Okazaki

Name:

Jason A. Okazaki

Title:

Chief Legal and Business Officer

cc:
 P. Michelle Gasaway

Skadden, Arps, Slate, Meagher & Flom LLP

Thomas J. Russo

 Assembly
Biosciences, Inc.

 John O. Gunderson

Assembly Biosciences, Inc.

 331 Oyster Point Blvd.,
4th Floor, South San Francisco, CA 94080 | www.assemblybio.com

United States securities and exchange commission logo
September 2, 2020
John G. McHutchison, A.O., M.D.
Chief Executive Officer
Assembly Biosciences, Inc.
331 Oyster Point Blvd., Fourth Floor
South San Francisco, CA 94080
Re:Assembly Biosciences, Inc.
Registration Statement on Form S-3
Filed August 28, 2020
File No. 333-248469
Dear Dr. McHutchison:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       P. Michelle Gasaway, Esq.

January 5, 2018
Elizabeth H. Lacy
General Counsel
Assembly Biosciences, Inc.
11711 N. Meridian St., Suite 310
Carmel, Indiana 46032
Assembly Biosciences, Inc.
Registration Statement on Form S-3
Filed December 29, 2017
File No. 333-222366Re:
Dear Ms. Lacy:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Chris Edwards at (202) 551-6761 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Maggie L. Wong, Esq.

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VIA EDGAR

January 8, 2018

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Assembly Biosciences, Inc.

    Acceleration Request for Registration Statement on Form S-3

    File No. 333-222366

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Assembly Biosciences, Inc. (the “Company”)
hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”)
be accelerated to January 10, 2018, at 4:01 pm Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel,
Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making
this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

If
you have any questions regarding this request, please contact Maggie Wong of Goodwin Procter LLP at (415) 733-6071.

    Sincerely,

    Assembly
    biosciences, inc.

    /s/
    Elizabeth H. Lacy

    Name:
    Elizabeth H. Lacy

    Title:
    General Counsel, VP of Legal
    Operations

    Corporate Secretary

    cc:
    Mitchell Bloom, Goodwin
    Procter LLP

    David Barrett, Assembly
    Biosciences, Inc.

    John Gunderson, Assembly
    Biosciences, Inc.

HQ:
11711 N. Meridian Street, Suite 310, Carmel, IN 46032

R&D:
409 Illinois St., San Francisco, CA 94158 and 93 Shennecossett Rd., Groton, CT 06340

www.assemblybio.com
| info@assemblybio.com

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Assembly Biosciences, Inc.

101 Sixth Avenue, Ninth Floor

New York, NY 10013

VIA EDGAR AND FACSIMILE

January 13, 2016

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-4720

Attention: Suzanne Hayes, Assistant Director

 Re: Assembly Biosciences, Inc.

Acceleration Request for Registration Statement on Form S-3

File No. 333-208806

Dear Ms. Hayes:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended (the “Act”), Assembly Biosciences, Inc. (the “Company”) hereby
requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be
accelerated to Tuesday, January 19, 2016 at 4:30 p.m., Eastern time, or as soon thereafter as practicable. In making this
acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act. Once the Registration
Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling Maggie Wong at (415)
733-6071. We also respectfully request that a copy of the written order from the Securities and Exchange Commission (the
“Commission”) verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin
Procter LLP, Attention: Maggie Wong, by facsimile to (858) 726-7517.

In connection with the foregoing, the Company hereby acknowledges
the following:

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

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

 · the Company may 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.

If you have any questions regarding this
request, please contact Maggie Wong of Goodwin Procter LLP at (415) 733-6071.

    Sincerely,

    ASSEMBLY BIOSCIENCES, INC.

    /s/ Derek Small

    Derek Small

    President and Chief Executive Officer

 cc: Irene J. Paik (United States Securities and Exchange
Commission)

Christian
Windsor (United States Securities and Exchange Commission)

David
Barrett (Assembly Biosciences, Inc.)

Mitch
S. Bloom, Esq. (Goodwin Procter LLP)

Maggie
Wong, Esq. (Goodwin Procter LLP)

Mail Stop 4720

January 11, 2016

Via E -mail
Derek Small
Chief Executive Officer and President
Assembly Biosciences, Inc.
101 Sixth Avenue, Ninth Floor
New York, NY 10013

Re: Assembly  Biosciences, Inc.
  Registration Statement on Form S-3
Filed  December 30, 2015
  File No.  333-208806

Dear Mr. Small:

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging 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 wit h 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 company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may 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.

Derek Small
Assembly Biosciences, Inc.
January 11, 2016
Page 2

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Irene J . Paik at 202-551-6553 , Christian Windsor at 202 -551-3419  or me
at 202 -551-3675  with any questions.

Sincerely,

 /s/ Suzanne Hayes
 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Via E -mail
 David Barrett , Chief Financial Officer and Chief Operating Officer
 Mitch S. Bloom , Goodwin Procter LLP
 Maggie L. Wong , Goodwin Procter LLP

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ASSEMBLY BIOSCIENCES, INC.

99 Hudson Street, 5th Floor

New York, New York 10013

January 14, 2015

Via EDGAR Delivery

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Johnny Gharib

 Re: Assembly Biosciences, Inc.

Registration Statement on Form S-3

Filed November 26, 2014

File No. 333-200612

Ladies and Gentlemen:

Assembly 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. 333-200612) effective as of 4:00 p.m. Eastern Time, Thursday, January15,
2015, or as soon thereafter as practicable. Please advise our corporate counsel, Alexander M. Donaldson at (919) 781-4000, of any
questions.

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,

ASSEMBLY BIOSCIENCES, INC.

By: /s/ Russell H. Ellison

Name: Russell H. Ellison

Title: Chief Executive Officer

December 5, 2014

Via E -mail
Russell H. Ellison
Chief Executive Officer
Assembly Biosciences, Inc.
99 Hudson Street, 5th Floor
New York, New York 10013

Re: Assembly Biosciences, Inc.
  Registration Statement on Form S-3
Filed  November 26, 2014
  File No.  333-200612

Dear Mr. Ellison :

We have limited our review of your registration statement to the resolution of your
pending confidential treatment request .  Please be advised that we will not be in a position to
declare your registration statement effective until all outstanding comments, if any, on your
request for confidential treatment have been cleared.

We urge all persons who are responsible for the accuracy and adequacy of the d isclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosu re, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comment , in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement f rom the company
acknowledging 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 Commis sion or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may 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.

Russell H. Ellison
Assembly Biosciences, Inc.
December 5, 2014
Page 2

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securitie s Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration stat ement.

Please co ntact J ohnny Gharib at (202) 551 -3170 or me at (202) 551 -3715 with any
questions.

Sincerely,

 /s/ Daniel Greenspan for

 Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
Alexander M. Donaldson, Esq.
Wyrick Robbins Yates & Ponton LLP

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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

February 8, 2012
 Via E-mail

Russell H. Ellison President and Chief Executive Officer Ventrus Biosciences, Inc.
99 Hudson Street, 5
th Floor
New York, New York 10013
Re: Ventrus Biosciences, Inc.
  Registration Statement on Form S-3
Filed January 31, 2012
  File No. 333-179259

Dear Mr. Ellison:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  Please respond to  this letter by amending your registration
statement and providing the requested inform ation.  Where you do not believe our comments
apply to your facts and circumstances or do not be lieve an amendment is appropriate, please tell
us why in your response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 1. Please file the form of indenture for the debt  securities in a pre-effective amendment.

2. Please amend your filing to incorporate by reference the company’s Form 8-Ks filed
March 18, 2011 and May 3, 2011.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

Russell H. Ellison Ventrus Biosciences, Inc. February 8, 2012 Page 2

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

 the company may not assert staff comments a nd 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.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 Please contact Johnny Gharib at (202) 551- 3170 or me at (202) 551-3715 with any
questions.
Sincerely,
   /s/ Jeffrey Riedler    Jeffrey Riedler
Assistant Director
 cc: Alexander M. Donaldson  Wyrick Robbins Yates & Ponton LLP  4101 Lake Boone Trail, Suite 300  Raleigh, North Carolina 27607

CORRESP
1
filename1.htm

    Unassociated Document

    VENTRUS
BIOSCIENCES, INC.

    787
Seventh Avenue, 48th
Floor

    New York,
New York 10019

    December
14, 2010

    Via EDGAR
Delivery

    Securities
and Exchange Commission

    100 F
Street, NE

    Washington,
D.C.  20549

    Attention:  John
Krug

    Re:        Ventrus
Biosciences, Inc.

    Registration Statement on Form
S-1

    File No. 333-168224

    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-1 (File No. 333-168224) effective as of 10:00 a.m. Eastern
Time, Wednesday, December 15, 2010, or as soon thereafter as
practicable.  Please advise our corporate counsel, Alexander M.
Donaldson at (919) 781-4000, of any questions.

    Please be advised that the amount of
compensation to be paid the underwriters and any other arrangements among the
Registrant and the underwriters and other broker-dealers participating in the
distribution, as described in the registration statement, have been reviewed to
the extent required by the Financial Industry Regulatory Authority and such
Authority has issued a statement expressing no objections to the compensation
and other arrangements.

    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,

    Chief
Executive Officer

December 8, 2010
 Russell H. Ellison, M.D. Chief Executive Officer Ventrus Biosciences, Inc. 787 7
th Avenue, 48th Floor
New York, New York 10019
Re: Ventrus Biosciences, Inc.
Registration Statement on Form S-1 Amendment no. 4 filed December 6, 2010
  File No. 333-168224

Dear Dr. Ellison:

We have reviewed your amended registra tion statement and have the following
comments.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

Form S-1 Amendment No.4

 Notes to Financial Statements

Note 10 – Pro Forma Loss Per Share, page F-21

1. Please refer to your response to comment three.   We note that you have disclosed that the
amount of pro forma weighted average sh ares outstanding is 1,829,323.  Using this
amount it would result in a pro forma net loss per share of ap proximately $(2.48).  Please
revise your disclosure or explain the di fference between this amount and the amount
disclosed on the statement of operations of $(4.88).  Furthermore, please tell us how you
computed the principal amount of convertible notes of $5,615,201.
 Notes to Unaudited Condensed Financial Statements

Note 10 – Pro Forma Loss Per Share, page F-39

2. We note that you have disclosed that the am ount of pro forma weighted average shares
outstanding was 2,388,579.  Using this amount it w ould result in a pro forma net loss per

Dr. Russell H. Ellison Ventrus Biosciences, Inc. December 8, 2010 Page 2

 share of approximately $(2.48).  Please revise  your disclosure or explain the difference
between this amount and the amount disclosed on the statement of operations of $(2.53).
In addition, please tell us how  you computed the principal amount of convertible notes of
$7,520,591.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd 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.  You may contact Vanessa R obertson, Staff Accountant, at (202) 551-3649 or Don
Abbott, Review Accountant, at (202) 551-3608 if you have questions regarding comments on the
financial statements and related matters.  Plea se contact John Krug, Se nior Counsel, at (202)
551-3862, or me at (202) 551-3715 with any other questions.

Sincerely,
     Jeffrey Riedler
Assistant Director
  cc: Alexander M. Donaldson, Esq.      W. David Mannheim, Esq.      Wyrick Robbins Yates & Ponton LLP      4101 Lake Boone Trail, Suite 300      Raleigh, North Carolina 27607

November 22, 2010
 Russell H. Ellison, M.D. Chief Executive Officer Ventrus Biosciences, Inc. 787 7
th Avenue, 48th Floor
New York, New York 10019
Re: Ventrus Biosciences, Inc.
Registration Statement on Form S-1 Amendment no. 3 filed November 16, 2010
  File No. 333-168224

Dear Dr. Ellison:

We have reviewed your amended registra tion statement and have the following
comments.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

Form S-1 Amendment No.3

 Capitalization, page 39

 1. Please refer to your response to comment 36 in  your response letter dated October 4, 2010.
Please revise your disclosure to clarify that th e pro forma information reflects the effects of
the beneficial conversion charge.
2. Your disclosure of the number of shares of authorized common stock of 50,000,000 as of
September 30, 2010 does not agree with the 25,00 0,000 shares authorized disclosed on the
face of the interim balance sheet on page F-22.   It appears that the increase in the number of
authorized shares was a result of the Amende d and Restated Certifi cate of Incorporation
dated November 11, 2010.  Please revise to disclo se the number of author ized shares as of
the balance sheet date or tell us your basis to  retroactively restate th e number of authorized
shares.

Dr. Russell H. Ellison Ventrus Biosciences, Inc. November 22, 2010 Page 2

Notes to Financial Statements

 Note 10 – Pro Forma Loss Per Share, page F-21

3. Please revise your disclosure to quantify the amount of outstanding notes and accrued
interest converted into 1,325,760 shares of common stock and disclose the total amount
of the pro forma weighted average shares out standing used to calculate the pro forma loss
per share.
 4. Please tell us how you concluded it was appropriate to includ e the issuance of shares to
S.L.A. Pharma in the calculation of pro forma loss per share.
 5. Please remove the reverse stock split listed as one of the adjustments to the pro forma net
loss per share since the financia l statements already give retr oactive effect to the reverse
stock split or explain to us why this is  disclosed as one of the adjustments.
 6. The above comments also apply to Note 8 to the interim fi nancial statements.
 Notes to Unaudited Condensed Financial Statements

Note 4 – Stockholders’ Deficiency:
Common stock options a nd warrants, page F-32

7. We note that on page 10 and in other areas throughout the filing, the amount of shares
issuable upon the exercise of warrants held  by Paramount Credit Partners, LLC has now
been disclosed as 96,800.  Please confirm whet her this updated amount has been reflected
in the table for warrant activity.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

Dr. Russell H. Ellison Ventrus Biosciences, Inc. November 22, 2010 Page 3

 • should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd 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.

 You may contact Vanessa R obertson, Staff Accountant, at (202) 551-3649 or Don
Abbott, Review Accountant, at (202) 551-3608 if you have questions regarding comments on the
financial statements and related matters.  Plea se contact John Krug, Se nior Counsel, at (202)
551-3862, or me at (202) 551-3715 with any other questions.

Sincerely,
     Jeffrey Riedler
Assistant Director

         cc: Alexander M. Donaldson, Esq.      W. David Mannheim, Esq.      Wyrick Robbins Yates & Ponton LLP      4101 Lake Boone Trail, Suite 300      Raleigh, North Carolina 27607

November 8, 2010
 Russell H. Ellison, M.D. Chief Executive Officer Ventrus Biosciences, Inc. 787 7
th Avenue, 48th Floor
New York, New York 10019
Re: Ventrus Biosciences, Inc.
Registration Statement on Form S-1 Amendment  No. 2 filed October 29, 2010
  File No. 333-168224

Dear Dr. Ellison:

We have reviewed your amended registra tion statement and have the following
comments.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

FORM S-1

 Company Overview – General, page 2

1. We note your response to comment one.  Please expand the discussion to  clarify, if true,
that there has been no discussion with the FDA regarding VEN 307 and VEN 308 since
the discussions in 2007.  In addition, if further development of VEN 307 and VEN 308
was delayed due to lack of financia l resources please state this fact.

“We have issued convertible notes that have a maturity date of December 31, 2010…,”  page 15

2. We note your response to comment 6.  Since the requirement for the completion of the
offering by December 31 has not yet been wa ived, please expand the discussion in the
sections entitled “Use of Proceeds” on page s 10 and 37 to describe the possible use of
proceeds described in the risk factor.

Dr. Russell H. Ellison Ventrus Biosciences, Inc. November 8, 2010 Page 2

 Certain Relationshps and Rela ted Transactions, page 107

3. We note the reference to the Bank of Am erica line of credit due November 5, 2010.
Please update the status of this  obligation in this section a nd elsewhere in the prospectus
as may be applicable.

Financial Statements
Notes to Financial Statements
 Note 9 – Subsequent Events:

2010ior convertible notes, page F-20

4. Please refer to your response to our prior comme nt 16.  Please revise your disclosure on
page 50 and F-20 to clarify that the warrant s expire on February 26, 2015.  Your current
disclosure states that the warrants expire on March 31, 2015.

5. Your disclosure states that each warrant will be exercisable for that number of shares of
the company’s common stock equal to 70% of the principal amount of the 2010 Note.
However, your disclosure on pages F-11, F-30 and F-39 as well as in  the MD&A on page
50 states that the number of shares is equal to 50% of the principa l amount of the 2010
Note.  Please revise.

6. Please explain the difference between the fa ir value of the warrants of $1,464,000 and the
revised amount of $1,468,254 disclosed on page F-39.
 Unaudited Condensed Financial Statements

Notes to Unaudited Condensed Financial Statements
 Note 3 – Related Party Transactions:

Notes payable:, page F-28
 7. Your disclosure in this section as well as on page F-39 addresse s the conditions if a
Qualified Financing does not occur on or befo re June 30, 2012.  However, the disclosure
on pages F-11 and F-20 as well as page 50 of th e MD&A states that the date is March 31,
2012.  Please revise your disclosure to  eliminate all inconsistencies.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Dr. Russell H. Ellison Ventrus Biosciences, Inc. November 8, 2010 Page 3

Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd 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.

 You may contact Vanessa R obertson, Staff Accountant, at (202) 551-3649 or Don
Abbott, Review Accountant, at (202) 551-3608 if you have questions regarding comments on the
financial statements and related matters.  Plea se contact John Krug, Se nior Counsel, at (202)
551-3862, or me at (202) 551-3715 with any other questions.

Sincerely,

   Jeffrey Riedler
Assistant Director
           cc: Alexander M. Donaldson, Esq.      W. David Mannheim, Esq.      Wyrick Robbins Yates & Ponton LLP      4101 Lake Boone Trail, Suite 300      Raleigh, North Carolina 27607

Dr. Russell H. Ellison Ventrus Biosciences, Inc. November 8, 2010 Page 4

October 19, 2010
 Russell H. Ellison, M.D. Chief Executive Officer Ventrus Biosciences, Inc.
Re: Ventrus Biosciences, Inc.
Registration Statement on Form S-1 Amendment  No. 1 filed October 4, 2010
  File No. 333-168224

Dear Dr. Ellison:

We have reviewed your amended registra tion statement and have the following
comments.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 FORM S-1

Company Overview – General, page 2

1. Please briefly expand the discussion to desc ribe the status of VEN 307 and VEN 308 in
the FDA approval process, when you had meetings with the FDA concerning VEN 307 and VEN 308, and the specific nature of these meetings.  Please provide more detailed
information pertaining to meetings with  the FDA concerning VEN 307 and VEN 308 and
FDA approval process status in the business section.
2. Please expand the discussion to explain what  you mean by the statement that VEN  307
“is essentially ready for Phase III studies….”   Please clarify whether additional approval or work is required prior to the commencement of Phase III studies.

Our Products and Development Strategy, page 2

3. Please update the disclosure to indicate wh ether you filed a revi sed SPA after March
2010 and describe the response, if any, you received from the FDA.

Dr. Russell H. Ellison Ventrus Biosciences, Inc. October 19, 2010 Page 2

 Diltiazem Cream, page 4

4. We note your response to comment 18 and the additional disclosure concerning the
patent application status, speci fically that S.L.A.’s patent application has not yet been
issued.  We also note the statement that “if the continued prosecution of this patent is
unsuccessful, or, if successful, a nd the issued patent is invalidated, we would then have
three years of market exclusivity after appr oval.”  Please expand the discussion to explain
why you would have three years of  exclusivity even if no patent  is ultimately issued.
 “We have had negative cash fl ows from operations…,” page 14

5. We note your response to comments 21 and 22.  Please file the credit agreement with
Paramount Credit Partners and the subsequent wa iver agreement as exhibits or provide an
analysis as to why these agreem ents do not need to be filed.
 “We have issued convertible notes that have a maturity date of December 31, 2010,” page 15

6. The risk factor should speak as of the latest  practicable date and not just June 30, 2010.
Please update the disclosure to reflect any modi fication with respect to the maturity date
or other material terms.  It appears that if the offering is not completed by December 31,
2010, the automatic conversion will not occur and the offering proceeds may be used to
repay this indebtedness.  In  addition, we note the underwri ting agreement has not yet
been filed and there is a 45 day option to cover over-allotm ents.  These factors may tend
to indicate the offering may not be comp leted by December 31, 2010.  In addition to
updating the disclosure, please describe the mate rial effects on the offering, shareholders,
and the company’s financial condition in the event the offering is not completed by
December 31, 2010.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Critical Accounting Policies
Accounting for Convertible Debt and Debt Issu ed with Stock Purchase Warrants, page 44

7. Please refer to your response to our prior co mment 38.  Please move the third paragraph
under your accounting policy titled ‘Stock-Bas ed Compensation’ to  the new caption you
added for Convertible Debt.  In addition, pl ease include the new disclosure regarding
how the proceeds from your financing arrangem ents are allocated to  the warrants in your
notes to the financial statements.
 Research and Development Expense, page 44

8. Please refer to your response to our prior comment 40.  We note that you removed the
disclosures for research and developmen t expenses for 2007.  Please revise your
disclosure to include the inception to date  amounts for each project in the table.

Dr. Russell H. Ellison Ventrus Biosciences, Inc. October 19, 2010 Page 3

 Financial Statements

Notes to Financial Statements
 Note 2 – Summary of Significant Accounting Policies:

Warrants – Convertible Notes:, page F-8

9. Please refer to your response to our prior co mment 94.  Please revise your table to
disclose the assumptions used for each pe riod presented.  Please explain why the
volatility percentage used increased from 104.78% to 163%.  This comment also applies
to your disclosure in Note 2 to the interim financial statements.

10. Please revise your disclosure to quantify the a ssumptions used to determine the fair value
of the other warrants disclosed in  other sections of the filing.
 Note 3 – Related Party Transactions:

Notes Payable:, page F-9
Subsequent Event (2010 Senior Convertible Notes):, page F-11

11. Please refer to your response to our prio r comment 93.  If the number of warrants
issuable under a Qualified Financing cannot be calculated revise your disclosure to
quantify the number shares i ssuable under the warrants if  the Qualified Financing does
not occur. Also, please explain to us the assumptions, including the number of warrants
issuable, used to determine the amount allocat ed to the warrants.  This comment also
applies to your disclosure in Note 3 to the interim financial statements.
 Note 7 — License Agreements:, page F-16

12. You disclose that the “Company shall issue to S.L.A. that number of  additional shares of
common stock so that the number of shares fo llowing such issuance have a fair market
value equal to $500,000.”  Please explain to us how you accounted for this obligation
under the license  agreement.
 Note 9 – Subsequent Events:

2010 Senior convertible  notes, page F-19

13. Please refer to your response to our prior comme nt 97.  Your disclosure  is still not clear
regarding the potential adjustments to the number of shares of common stock to be
received upon exercise of the warrants.  Pl ease revise your disclosure to include the
potential adjustments as provided in Section 3 of the Warrant agreements.

Dr. Russell H. Ellison Ventrus Biosciences, Inc. October 19, 2010 Page 4

 Note 10 — Pro Forma Effects of Ce rtain Transactions:, page F-20

14. It appears that your revised disclosure in re sponse to our prior comment 92 will present
the pro forma effect of certain transactions  that are already included in the weighted
average common shares outstanding, such as the issuance of shares, or will include
transactions that will be anti -dilutive to net loss per common share, such as the issuance
of warrants and options.  Please revise your disclosure as appr opriate.  This comment also
applies to your disclosure in Note 8 to the interim financial statements.
 Notes to Unaudited Condensed Financial Statements

 Note 3 – Related Party Transactions:

Notes payable:, page F-27

15. Please refer to your response to our prior comme nt 98.  You disclose that the convertible
secured notes are convertibl e into common stock at a 70%  discount.  Please clarify
whether this should be a 30% discount si milar to your disclosure on page F-36.

16. Please revise your disclosure throughout the document to clarify the expiration date of
your warrants. Your disclosure on pages F-27 an d F-36 state that the warrants expire on
June 30, 2015.  However, your disclosure on page F-11 states that the warrants expire on
March 31, 2015. The disclosure on page II-3 st ates that the warrants expire on February
26, 2015.
 Note 4 – Stockholders’ Deficiency

Common stock options a nd warrants, page F-30

17. Please update the table for warrant activity to in clude all of the warrants outstanding as of
June 30, 2010 as noted in your disclosure  on page 100.  Based on your disclosure
included on page 75 of the original S-1 it a ppears that many of these warrants were
outstanding as of June 30, 2010 and s hould be included in the table.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

Dr. Russell H. Ellison Ventrus Biosciences, Inc. October 19, 2010 Page 5

 • should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd 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.

 You may contact Vanessa R obertson, Staff Accountant, at (202) 551-3649 or Don
Abbott, Review Accountant, at (202) 551-3608 if you have questions regarding comments on the
financial statements and related matters.  Plea se contact John Krug, Se nior Counsel, at (202)
551-3862, or me at (202) 551-3715 with any other questions.

Sincerely,
     Jeffrey Riedler
Assistant Director

          cc: Alexander M. Donaldson, Esq.      W. David Mannheim, Esq.      Wyrick Robbins Yates & Ponton LLP      4101 Lake Boone Trail, Suite 300      Raleigh, North Carolina 27607

August 16, 2010
 Russell H. Ellison, M.D. Chief Executive Officer Ventrus Biosciences, Inc.
Re: Ventrus Biosciences, Inc.
Registration Statement on Form S-1 Filed July 20, 2010
  File No. 333-168224

Dear Dr. Ellison:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 FORM S-1

General
 1. Please provide us proofs of all graphic, visual, or photographic information you will provide
in the printed prospectus prior to its use, fo r example in a preliminary prospectus.  Please
note we may have comments regarding these materials.
 2. Please note that where we provide examples to illustrate what we mean by our comments,
they are examples and not complete lists.  If our comments are applicab le to portions of the
filing that we have not cited as examples, pleas e make the appropriate changes in accordance
with our comments.
 3. Please update the discussion in your prospect us to the most recent date practicable.
 4. Please note that our comments on your request for confidential treatment will be provided
under separate cover.  Please be advised that we will not be in a position to consider a request

Dr. Russell H. Ellison Ventrus Biosciences, Inc. August 16, 2010 Page 2

 for acceleration of effectiveness of the regist ration statement until we resolve all issues
concerning the confidential treatment request.
 5. Please note that when you file a pre-eff ective amendment containing pricing-related
information, we may have additional comments.  As you are likely aware, you must file this
amendment prior to circ ulating the prospectus.
 6. Please note that when you file a pre-effectiv e amendment that include s your price range, it
must be bona fide.  We interpret this to m ean that your range may not exceed $2 if you price
below $20 and 10% if you price above $20.
 Prospectus Cover Page

 7. Please revise the reference to possible listing to simply state whether you  expect to apply for
listing or, if true, that you have applied for lis ting.  In addition, until your listing application
is approved, the disclosure s hould indicate that you have not received approval of your listing
application.
 Industry and Market Data, page 1

8. We note your statements concerning the lack of any guarantee for the accuracy of third party
data, that you have not verified the informati on contained in the third party sources you have
used, and the accuracy of the results and estima tes of your research has not been verified by
independent sources.  One may infer from these statements that you do not take responsibility for information from third pa rties you include in the prospectus.  Please
remove this language, or expand the disclosure  to clearly state that  you are liable for the
information in your prospectus.
 Company Overview, page 2

 9. Please include a separate section describing your business strategy and how you intend to
develop and commercialize your proposed products .  In this regard, we note you currently
have no employees.
 10.  Please reconcile your referen ce to your development of VEN 309 and 308 with the fact you
have no employees, i.e. how did you “develop” these candidates.
 11.  Please provide the basis for your statements concerning the size of the global market for
gastrointestinal disorders a nd the number of people in th e United States suffering from
hemorrhoids, fecal incontinence, and anal fissures, respectively.
 12. Please expand the discussion to clarify what portion of the $31 billion mark et is attributed to
each of the specific type of products and servi ces you provide or intend to provide.  If you do

Dr. Russell H. Ellison Ventrus Biosciences, Inc. August 16, 2010 Page 3

 not intend to serve the global market, the disc ussion of your anticipated  market should be
revised accordingly.
 13.  Please disclose whether and when you filed applications with the FDA for your proposed
products.
 14.  The prospectus summary section should provide a balanced presentation of the information
presented in the body of the filing.  As curre ntly written, your summary focuses only on the
positive attributes of the compa ny.  Please balance the current discussion with a discussion of
the challenges and risks you f ace, at least as prominent and detailed as your current
discussion of your positive attrib utes, including a discussion of:
• The lack of revenues from your development stage operations;
• The challenges you face to obtai n FDA approval of your products;
• The fact your independent auditors expre ss substantial doubt about your ability to
continue as a going concern;
• Your dependence on third parties; and
• The fact you have in-licensed all of your product candidates and these licenses
can be terminated on short notice if you are unable to make substantial up-front,
milestone, and royalty payments.
 Iferanserin Ointment, page 2

 15. We note your reference to the absence of FDA approved prescription drugs for the treatment
of hemorrhoids, conventional hemorrhoid ther apies, and the comparison of VEN 309 to
placebo.  Please expand the discussion to id entify the conventiona l therapies and the
comparison, if any, between VEN 309 and c onventional therapies or over the counter
products.
 16.  Please state when the SPA was filed with the FDA and the nature of any ongoing
discussions or negotiati ons regarding the SPA.
 17.  Please expand the discussion to clarify you ha ve licensed the product and from whom the
product was licensed.  We note you already provide similar disclo sure with respect to your
other pipeline products.
 Diltiazem Cream, page 2

 18.   Please clarify whether the uniqueness, if any, of VEN 307 compared to diltiazem cream
already prescribed by gastroente rologists is that th e VEN 307 is already formulated and/or
that VEN 307 includes nitroglyceri n.  In addition, since diltiazem cream is already available,
please discuss whether the product is patentable  and has been patented by S.L.A. Pharma
AG.

Dr. Russell H. Ellison Ventrus Biosciences, Inc. August 16, 2010 Page 4

 Phenylephrine Gel, page 3

 19.   Please expand the discussion to briefly descri be the options currently available to treat
IPAA.
 Risk Factors

 “We have had negative cash fl ows from operations….” Page 7

 20.  Please expand the discussion to indicate the amount of indebtedne ss you will have after
conversion of the $11.9 million of convertible no tes, identify the obligors, and explain how
they are affiliated with the registrant.
 “We have an aggregate of $1,720,165 in prin cipal and accrued interest….” Page 7

 21.  Please reconcile the statement in this risk factor indicating you in tend to negotiate the
obligation with the disclosure in the fourth paragraph on page  79 that indicates Paramount
Credit Partners has agreed verbally to waive the repayment obligation upon the closing of the
offering.
22.  We note that if you are unable to renegotiate  the maturity date of  the indebtedness to
Paramount, the obligation will be due when the offering occurs.  Please revise the use of
proceeds section to provide alternative disclosu re to cover the situations where you are able
and unable to renegotiate the maturity date.
 “Our failure to meet our substantial obligations to our licensors….” Page 8

 23.  Please expand the discussion to discuss the amount of aggregate clinical and regulatory
milestone payments you may be required to make to S.L.A. Pharma.
 “Preclinical and clinical trials required for our products are expensive….” page 13

 24.  We note that one of the factors you cite th at may delay the comme ncement and rate of
completion of clinical trials is “the emergen ce of unforeseen safety issues.”  If you have
identified any safety issues, please revise your di sclosure to include an additional risk factor
to address the safety issues you have encountered  to date in preclinical  studies and clinical
trials.
 “If we lose key management or scientific personnel….” Page 16

 25.  Please expand your disclosure to state whether you have any non-competition or
confidentiality agreemen ts with your current or former employees and whether you intend to
obtain such agreements in the future in connec tion with the hiring and re tention of personnel.

Dr. Russell H. Ellison Ventrus Biosciences, Inc. August 16, 2010 Page 5

 “We might be exposed to liability claims asso ciated with the use of hazardous materials and
chemicals.” Page 19
 26.  Please expand the disclosure to state whether you  currently maintain liability insurance with
respect to your use of hazardous materials.  If so, briefly describe the potential liabilities that
are and are not covered and, if material, the cost of such c overage.  If you do not have
coverage for the use of hazardous materials, pleas e revise the risk factor discussion to include
the lack of coverage for poten tial contamination expenses.
 “Our license with S.L.A. Pharma is  subject to termination….” Page 19

 27.  We note the license may be terminated if this offering is not completed by September 30,
2010.  We also note the disclosure that your li cense may be terminated upon 30 days notice if
a third party wishes to enter into an agreemen t for the products if you ha ve not paid all then
required payments under the agreement.  Please clarify whether the licen se agreement can be
terminated on the basis of such third party in terest even if the offering is completed by
September 30, 2010.  In addition, please discu ss whether you are undergoing, and the current
status of, any negotiations to extend the current deadline for co mpletion of the offering.  In
this regard, we note the probability the o ffering may not be completed by September 30,
2010.

“If we infringe the rights of third parties….” Page 21

 28.  To the extent you have experienced problems in the past or are aware of any claims
regarding infringement of intellectual prope rty rights, please expa nd the discussion to
describe these problems or claims.  Similarl y, please expand the risk  factor on page 19
entitled “A patent has not been issued for VEN 307 and might never be issued” to include
specific disclosure of any potential claims  regarding infringement of your licensed
intellectual property.
 “There are interlocking relationships am ong us and certain affiliates….” Page 21

 29.  Please expand the discussion to state the appr oximate percentage Dr. Rosenwald would own
in the event the warrants and promissory notes you refer to  are exercised or converted.
 Use of Proceeds, page 27

 30.  Please expand the discussion with respect to th e first bullet point to indicate the specific
amount allocated to Phase III clinical trial, carcinogenicity testing, and the development of
new intellectual property, respectively.
 31.  Please clarify whether you anticipate the amount allocated to Phase II I clinical trial is
sufficient to complete the Phase III trial.

Dr. Russell H. Ellison Ventrus Biosciences, Inc. August 16, 2010 Page 6

 32.  Please clarify whether the carcinoge nicity testing is in addition to any testing usually related
to Phase III trials.  If you have reason to be believe your product poses cancer risks, please
expand the risk factor section and busi ness sections to a ddress these risks.
 33.  Please explain what you mean by the term “developing new intellectual property.”  For
example, are you considering other uses fo r VEN 309 in addition to the treatment of
hemorrhoids, is the “new intellectual property” a reference to the filing and/or receipt of a
patent, etc.
 34.  Please expand the discussion in the second bullet to indicate th e specific amount allocated to
pay S.L.A. Pharma for your li censing obligations with resp ect to diltiazem cream and
phenylephrine gel, respectively.  Please rec oncile this discussion with the obligations
described in the risk factor entitled “Our failu re to meet our substant ial obligations to our
licensors….”  If the phe nylephrine gel is VEN 308, so state.  In addition, please indicate the
amount of proceeds allocated to the developmen t of an improved formulation and preparation
of a Phase II clinical trial, respectively.  Also, please clarif y whether the amount allocated to
the Phase II trial is sufficient to complete the Phase II trial.
 Capitalization, page 30

35. Please revise the first sentence to state that th e table sets forth your cash and cash equivalents
as well as your capitalization.

36. Please confirm whether the pro forma information will reflect the effects of the beneficial
conversion feature once an estimated o ffering price has been established.

Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
32
 37. Please include a caption in this section to addr ess the impact that the material weaknesses
over internal controls discussed on page 11 had on the financial reporting process.  Please
include how the material weaknesses were iden tified, whether the material weaknesses were
corrected and the steps the company has ta ken to remedy the material weaknesses.
 Financial Operations Overview

 Critical Accounting Policies

 Stock-Based Compensation, page 33

 38. Please refer to your disclosure on convertible de bt.  In a separate caption please disclose your
accounting policy for the issuance of convertible debt and warrant s issued in connection with
debt.  Also expand your disclosure  to describe how the proceeds from the debt instrument are

Dr. Russell H. Ellison Ventrus Biosciences, Inc. August 16, 2010 Page 7

 allocated between the convertible debt and any detachable free-standing instruments.  This
comment also applies to your disclosure in Note 2 to the financial statements.
 Research and Development Expense, page 34

 39. You disclose on page 43 that you are unable to determine the completion costs of your
product candidates.  However, on page 10 you disc lose that “we anticipat e that to complete
the clinical trial proc ess and commercialize our product ca ndidates will cost approximately
$15 million for VEN 307, $15 million for VEN 308 and $40 million for VEN 309”.
Therefore, please disclose the nature, timing a nd estimated costs of the efforts necessary to
complete VEN 307, VEN 308 and VEN 309.
 40. The total amount of research and development pa yments disclosed in the table on page 34 for
VEN 307 and VEN 309 for Q1 2010 is $521,600.  Pl ease explain why this amount is higher
than research and development expense for the three months ended March 31, 2010 disclosed
in the statement of operations of $413,746. Simila rly, the amount in the table for YE 2009 is
$3,209,147 which is higher than the amount disclo sed on the statement of operations for the
year ended 2009 of $2,942,992.  Please explain an d revise the disclosure if necessary.
 Liquidity and Capital Resources

41. Please include a discussion of cash used in operating activities and cash provided by
financing activities for the three months ended March 31, 2010 compared to March 31, 2009.
 Notes Payable, page 36

 42.  We note the PCP notes will mature upon consu mmation of this offering.  In addition, it
appears that the PCP notes will not automatically  convert into equity upon completion of the
offering.  If this is correct, pl ease clarify this aspect of the PCP notes in this  section and the
“Certain Relationships and Related Transacti ons” section and describe how you intend to pay
off the PCP notes.
Net Cash Used in Operating Activities, pag