- Current report filing (8-K)
December 22 2009 - 10:15AM
Edgar (US Regulatory)
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): December 22, 2009
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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Registrants 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. Entry into a Material Definitive Agreement.
On December 22, 2009, VIA Pharmaceuticals, Inc. (the
Company
) entered into
amendments (the
Amendments
) to the promissory notes (collectively, the
Notes
)
delivered under the Note and Warrant Purchase Agreement, dated as of March 12, 2009 as amended on
September 11, 2009 and October 30, 2009, respectively (the
Loan Agreement
), 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 Notes from December 31, 2009 to February 28, 2010. The Company and the Investors had
previously amended the Notes on September 11, 2009 to extend the maturity date under the Notes from
September 14, 2009 to October 31, 2009 (the
First Amendments
) and on October 30, 2009 to
further extend the maturity date under the Notes from October 31, 2009 to December 31, 2009 (the
Second Amendments
).
The foregoing descriptions of the Amendments, the Notes, the Loan Agreement, the First
Amendments, and the Second Amendments 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 Agreement and the Notes are attached as exhibits to the Companys Current
Report on Form 8-K, filed with the Securities and Exchange Commission (the
SEC
) on March
12, 2009. The First Amendments and the Second Amendments are attached as exhibits to the Companys
Current Reports on Form 8-K filed with the SEC on September 11, 2009 and October 30, 2009,
respectively.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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10.1
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Third Amendment to Promissory Note, dated as of December 22, 2009, by VIA Pharmaceuticals,
Inc. and Bay City Capital Fund IV, L.P.
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10.2
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Third Amendment to Promissory Note, dated as of December 22, 2009, by VIA Pharmaceuticals,
Inc. and Bay City Capital Fund IV Co-Investment Fund, L.P.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: December 22, 2009
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VIA PHARMACEUTICALS, INC.
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By:
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/s/ James G. Stewart
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James G. Stewart
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Title:
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Senior Vice President, Chief Financial Officer and Secretary
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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Third Amendment to Promissory Note, dated as of December 22, 2009, by VIA Pharmaceuticals,
Inc. and Bay City Capital Fund IV, L.P.
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10.2
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Third Amendment to Promissory Note, dated as of December 22, 2009, by VIA Pharmaceuticals,
Inc. and Bay City Capital Fund IV Co-Investment Fund, L.P.
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