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EXCEL - IDEA: XBRL DOCUMENT - VENTRUS BIOSCIENCES INCFinancial_Report.xls
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EX-31.1 - CERTIFICATION - VENTRUS BIOSCIENCES INCv326006_ex31-1.htm
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v2.4.0.6
Stockholders' Transactions
9 Months Ended
Sep. 30, 2012
Stockholders' Transactions [Abstract]  
Stockholders' Transactions

Note 4 — Stockholders’ Transactions:

 

Common Stock Transactions:

 

On January 31, 2012, the Company filed a shelf registration statement with the SEC under which it may offer shares of its common stock and preferred stock, various series of debt securities and/or warrants to purchase any of such securities, either individually or in units, in one or more offerings, up to a total dollar amount of $100,000,000. The registration statement became effective as of February 10, 2012. As part of the shelf registration statement, the Company included a prospectus for a possible at-the-market common equity sales program for the sale of up to $20,000,000 of common stock. In May and June 2012, the Company sold an aggregate of 354,700 shares under this program, resulting in net proceeds of approximately $4,166,000, or $11.7452 per share. As of September 30, 2012, an aggregate of approximately $95,500,000 worth of securities is available under the shelf registration statement out of which approximately $15,500,000 of common stock is available for the at-the-market common equity sales program.

 

Common Stock Options and Warrants:

 

In connection with the Company’s financings in 2007, 2008, 2009 and 2010, the Company issued warrants to investors and/or placement agents to purchase shares of common stock as well as certain consulting warrants.

 

 

A summary of the Company’s warrant activity and related information is as follows:

 

    Nine Months  Ended
September 30, 2012
 
             
          Weighted Average  
    Shares     Exercise Price  
Outstanding at beginning of period     956,443     $ 7.61  
Granted     -     $ -  
Exercised     81,792     $ 7.00  
Outstanding at end of period     874,651     $ 7.67  
Warrants exercisable at end of period     874,651     $ 7.67  

 

Included in the exercise of 81,792 warrants are 35,958 warrants that were exercised utilizing a cashless exercise feature. All outstanding warrants have vested and no additional expense is expected to be recorded in the future years.

 

In August 2010, the Company’s stockholders approved the 2010 Equity Incentive Plan (the “2010 Plan”). In May 2011, the Company’s stockholders approved an amendment to the 2010 Plan to increase the shares reserved for issuance from 2,467,200 to 3,967,200 shares of the Company’s common stock. The 2010 Plan authorizes the Company to issue equity incentive awards in the form of shares, options or other awards based on Ventrus common stock as part of an overall compensation package to provide performance-based compensation to attract and retain qualified personnel.

 

In November 2010, the Company granted options to non-employee directors to purchase an aggregate of 160,000 shares under the 2010 Plan. In addition, under our CEO’s and CFO’s respective employment agreements, the Company granted to our CEO and CFO options under the 2010 plan to purchase 573,599 shares and 305,920 shares, respectively, at a price of $6.00 per share.

 

In January 2012, the Company granted options to purchase 35,000 shares to a new director and 168,000 options to purchase shares to seven employees. Additionally, the company granted options to purchase an aggregate of 162,740 shares to seven consultants all pursuant to the 2010 Plan. The exercise prices of the options granted were at the then market value of the Company’s common stock ($8.10 - $10.62 per share).

 

In August 2012 the Company granted options to purchase 15,000 shares to a new employee under the 2010 Plan at the exercise price of $3.75 per share.

 

A summary of the Company’s option activity and related information is as follows:

 

    Nine Months Ended
September 30, 2012
       
    Shares     Weighted
Average
Exercise
Price
    Aggregate
Intrinsic Value
 
Outstanding at beginning of period     2,046,455     $ 6.40     $ -  
Granted     380,740     $ 8.46     $ -  
Exercised     168,240     $ 6.11     $ -  
                         
Outstanding at end of period     2,258,955     $ 6.80     $ -  
Options exercisable at end of period     1,850,996                  

 

Included in the exercise of 168,240 options are 100,000 options that were exercised utilizing a cashless exercise feature. The Company expects that all but 95,940 outstanding unvested options will vest.

 

The fair value of the options granted for the nine-month period ended September 30, 2012, was based on the following assumptions:

 

    2012  
Risk-free interest rate     1.03% - 1.44 %
Expected volatility     76.31% -77.18 %
-Expected life of options     5.50 years  
Expected dividend yield     0 %

 

Estimated future stock-based compensation expense relating to unvested stock options is as follows:

 

Calendar Years Ending December 31,   Future Stock
Option
Compensation
Expense
 
2012 (October through December)   $ 693,373  
2013     1,382,334  
2014     566,351  
2015     9,914  
Total estimated future stock-based compensation expense – stock options   $ 2,651,972  

 

The weighted average remaining contractual life of options outstanding at September 30, 2012 is approximately 7.5 years and the cost is expected to be recognized over a weighted-average period of 1.36 years.

 

 

Stock-based compensation expensed to research and development expense for the nine months ended September 30, 2012 and 2011 was $704,097 and $819,954 respectively. Stock-based compensation expensed to general and administrative expense for the nine months ended September 30, 2012 and 2011 was $1,863,876 and $4,246,914, respectively.