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 14, 2011
VIA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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0-27264
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33-0687976
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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750 Battery Street, Suite 330
San Francisco CA
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94111
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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:
(415) 283-2200
(Former name or former address, if changed since last report.)
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On January 14, 2011, VIA Pharmaceuticals, Inc. (the “
Company
”) entered into amendments
(the “
Amendments
”) to the amended and restated promissory notes (collectively, the
“
Amended and Restated Notes
”) delivered under the Note and Warrant Purchase Agreement,
dated as of March 26, 2010, as amended by that certain Omnibus Amendment, dated as of November 15,
2010 (the “
Loan Amendment
”), by and among Bay City Capital Fund IV, L.P., its affiliate Bay
City Capital Fund IV Co-Investment Fund, L.P. (collectively, the “
Investors
”) and the
Company. The Amendments extended the maturity date under the Amended and Restated Notes from
December 31, 2010 to June 30, 2011.
The foregoing descriptions of the Amendments, the Loan Amendment and the Amended and Restated
Notes do not purport to be complete and are qualified in their entirety by reference to the full
text of the documents. The Amendments are attached hereto as
Exhibit 10.1
and
Exhibit
10.2
, respectively, and are incorporated herein by reference. The Loan Amendment and the
Amended and Restated Notes are attached as exhibits to the Company’s Quarterly Report on Form 10-Q,
filed with the Securities and Exchange Commission (the “
SEC
”) on November 15, 2010.
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
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On January 14, 2011, the Company drew down $500,000 in principal amount for general corporate
purposes under the Loan Amendment. Pursuant to the Loan Amendment, the Investors agreed to lend to
the Company in the aggregate up to $3,000,000, pursuant to the terms of the Amended and Restated
Notes delivered under the Loan Amendment. The Company has previously borrowed $1,001,397 in
principal amounts and following the drawdown on January 14, 2011 (subject to the Investors’
approval) the Company may borrow in the aggregate up to an additional $1,498,603 at subsequent
closings pursuant to the terms of the Loan Amendment and the Amended and Restated Notes.
The Amended and Restated Notes are secured by a first priority lien on all of the assets of
the Company. Amounts borrowed under the Amended and Restated Notes accrue interest at the rate of
fifteen percent (15%) per annum, which increases to eighteen percent (18%) per annum following an
event of default. Unless earlier paid in accordance with the terms of the Amended and Restated
Notes, all unpaid principal and accrued interest shall become fully due and payable on the earliest
to occur of (i) June 30, 2011, (ii) the closing of a debt, equity or combined debt/equity financing
resulting in gross proceeds or available credit to the Company of not less than $20,000,000 and
(iii) the closing of a transaction in which the Company sells, conveys, licenses or otherwise
disposes of a majority of its assets or is acquired by way of a merger, consolidation,
reorganization or other transaction or series of transactions pursuant to which stockholders of the
Company prior to such acquisition own less than fifty percent (50%) of the voting interests in the
surviving or resulting entity.
Pursuant to the Loan Amendment, on November 15, 2010 the Company issued warrants (the
“
Warrants
”) to the Investors to purchase an aggregate of 42,253,521 shares (the
“
Additional Warrant Shares
”) of common stock, par value $0.001 per share, of the Company at
$0.071 per share. As set forth in the Warrants, the Additional Warrant Shares vest based on the
amount of borrowings under the Amended and Restated Notes. Based on the $500,000 drawdown on
January 14, 2011, 7,042,254 Additional Warrant Shares vested immediately (bringing the aggregate
vested and exercisable Additional Warrant Shares held by the Investors to 21,146,437). The
Additional Warrant Shares, to the extent they are vested and exercisable, are exercisable at any
time until 5:00 p.m. (Pacific Time) on November 15, 2015, upon the surrender to the Company of the
properly endorsed Additional Warrant Shares, as specified in the Warrants.
The foregoing description of the Warrants does not purport to be complete and is qualified in
its entirety by reference to the full text of the Warrants, which is attached as exhibits to the
Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 15, 2010.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.