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VTUS > SEC Filings for VTUS > Form 8-K on 13-Sep-2013All Recent SEC Filings

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Entry into a Material Definitive Agreement, Financial Statements and Exhi

Item 1.01. Entry into a Material Definitive Agreement.

On September 13, 2013, we entered into an amendment to our existing Controlled Equity OfferingSMsales agreement with Cantor Fitzgerald & Co., or Cantor, pursuant to which we may issue and sell up to $20,521,567 worth of shares of our common stock from time to time through Cantor acting as agent and/or principal, in addition to the $4,417,483 of shares previously sold under the sales agreement. Sales of our common stock through Cantor, if any, will be made on the NASDAQ Capital Market by means of ordinary brokers' transactions at market prices, in block transactions or as otherwise agreed by Cantor and us. Cantor will use its commercially reasonable efforts to sell our common stock from time to time, based upon our instructions (including any price, time or size limits or other customary parameters or conditions we may impose). We will pay Cantor a commission rate of 3.0% of the gross sales price per share of any common stock sold through Cantor as agent under the sales agreement. We also have provided Cantor with customary indemnification rights.

The foregoing description of the amendment to the sales agreement is not complete and is qualified in its entirety by reference to the full text of such amendment, a copy of which is filed herewith as Exhibit 1.7 to this Current Report on Form 8-K and is incorporated herein by reference. This Current Report on Form 8-K also incorporates by reference the amendment to the sales agreement into our shelf registration statement on Form S-3 (File No. 333-179259) previously filed with the SEC.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

1.7         Amendment No. 1, dated September 13, 2013, to Sales Agreement, dated
            January 30, 2012, between Ventrus Biosciences, Inc. and Cantor
            Fitzgerald & Co.

5.1         Opinion of Wyrick Robbins Yates & Ponton LLP.

23.1        Consent of Wyrick Robbins Yates & Ponton LLP (included in Exhibit 5.1).

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