UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 ORor 15(d) of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~November 2922, 2010

VIA PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


Delaware	0-27264	33-0687976
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Delaware	0-27264	33-0687976
750 Battery Street, Suite 330 San Francisco CA	94111
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(Address of Principal Executive Offices)	(Zip Code)

750 Battery Street, Suite 330 San Francisco, CA		94111
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (415) 283-2200

~~N/A~~(Former name or former address if changed since last report.)

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

OnItem ~~October 29, 2010, VIA Pharmaceuticals, Inc~~2.03. ~~(the~~Creation ~~“Company”) executed a secured promissory note (the “Note”) in favor~~ of ~~Bay City Capital Fund IV, L.P.,~~ a ~~Delaware~~Direct ~~limited partnership,~~Financial ~~(the~~Obligation ~~“Investor”),~~or inan ~~the~~Obligation ~~principal~~under ~~sum~~an ofOff-Balance ~~$200,000~~Sheet ~~for~~Arrangement ~~general corporate purposes. Unless earlier paid in accordance with the terms~~ of ~~the Note, all unpaid principal and accrued interest shall become fully due and payable on November 30, 2010. The Note is secured by~~ a ~~first~~ ~~priority lien on all of the assets of the Company and accrues interest at the rate of fifteen percent (15%) per annum, which increases to eighteen percent (18%) per annum following an event of default~~Registrant.

~~The~~On ~~foregoing~~November 22, 2010, ~~description~~VIA ofPharmaceuticals, Inc. (the “Company”) drew down $800,000 in principal amount for general corporate purposes under the Note ~~does~~and Warrant ~~not~~Purchase ~~purport~~Agreement, todated beas ~~complete~~of March 26, 2010, as amended by that certain Omnibus Amendment, dated as of November 15, 2010 (the “Loan Amendment”), by and isamong ~~qualified~~Bay inCity Capital Fund IV, L.P., its affiliate Bay City Capital Fund IV Co-Investment Fund, L.P. ~~entirety~~(collectively, bythe ~~reference~~“Investors”) and the Company. Pursuant to the Loan Amendment, the ~~full~~Investors ~~text~~agreed ofto lend to the ~~Note~~Company in the aggregate up to $3,000,000, ~~which~~pursuant isto ~~attached~~the ~~hereto~~terms asof ~~Exhibit~~amended and restated 10promissory notes (collectively, the “Amended and Restated Notes”) delivered under the Loan Amendment. On November 15, 2010, the Company borrowed an initial amount of $201,397. Following the drawdown on November 22, 2010, subject to the Investors’ approval, the Company may borrow in the aggregate up to an additional $1,998,603 ~~and~~at subsequent isclosings ~~incorporated~~pursuant ~~herein~~to bythe ~~reference~~terms of the Loan Amendment and Amended and Restated Notes.

The ~~Investor,~~Amended ~~together~~and Restated ~~with~~Notes anare ~~affiliate,~~secured ~~owned~~by ina ~~the~~first ~~aggregate~~priority ~~approximately~~lien ~~49%~~on all of the assets of the Company’s. ~~common~~Amounts ~~stock~~borrowed ~~immediately~~under ~~prior~~the toAmended and Restated Notes accrue interest at the ~~execution~~rate of ~~the~~fifteen ~~Note.~~percent ~~Fred~~(15%) B.per ~~Craves~~annum, Phwhich increases to eighteen percent (18%) per annum following an event of default.~~D.,~~ aUnless earlier paid in ~~member~~accordance with the terms of the ~~Company’s~~Amended ~~Board~~and ofRestated ~~Directors~~Notes, isall unpaid principal and accrued interest shall become fully due and payable on the earliest ~~founder~~to occur of (i) December 31, ~~chairman~~2010, ~~and~~(ii) the closing of a ~~manager~~debt, ofequity ~~Bay~~or ~~City~~combined debt/equity financing resulting in gross proceeds or ~~Capital~~available ~~LLC,~~credit to the ~~beneficial~~Company ~~owner~~ of not less than $20,000,000 and (iii) the closing ~~shares~~of ~~held~~a bytransaction in which the ~~Investor.~~Company ~~Dr. Craves~~sells, ~~also~~conveys, ~~owns~~licenses or ~~22.0588%~~otherwise disposes of ~~the~~a ~~membership~~majority ~~interests~~of inits ~~Bay~~assets ~~City~~or ~~Capital~~is ~~LLC.~~acquired ~~Douglass~~by ~~Given~~way of a merger, ~~the~~consolidation, ~~chairman~~reorganization or other transaction or series of transactions pursuant to which stockholders of the Company’s ~~Board~~prior ofto ~~Directors~~such acquisition isown anless ~~investment~~than ~~partner~~fifty percent (50%) of ~~Bay~~the ~~City~~voting ~~Capital~~interests ~~LLC~~in the surviving or resulting entity.

~~Item~~Pursuant 2to 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.~~03.~~001 ~~Creation~~per share, of athe ~~Direct~~Company ~~Financial~~at ~~Obligation~~$0.071 orper anshare. As ~~Obligation~~set forth in the Warrants, the Additional Warrant Shares vest based on the amount of borrowings under anthe ~~Off-Balance~~Amended ~~Sheet~~and ~~Arrangement~~Restated Notes. Based on the $800,000 drawdown on November 22, 2010, 11,267,606 Additional Warrant Shares vested immediately (bringing the aggregate vested and exercisable Additional Warrant Shares held by the Investors to 14,104,183). 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 athe ~~Registrant~~properly endorsed Additional Warrant Shares, as specified in the Warrants.

The ~~disclosure~~foregoing descriptions ~~set~~of ~~forth~~the ~~under~~Loan ~~Item 1.01~~Amendment, ~~relating~~the toAmended and Restated Notes and the Warrants ~~Note~~do isnot ~~hereby~~purport ~~incorporated~~to be complete and are qualified in their entirety by reference ~~into~~to ~~this~~the ~~Item~~full text of the documents, which are attached as exhibits to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 215, 2010.~~03.~~

~~(d) Exhibits~~SIGNATURES

Exhibit No		Description
10.1		Promissory Note, dated as of October 29, 2010, by VIA Pharmaceuticals, Inc. and payable to Bay City Capital Fund IV, L.P.

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.

SIGNATURES


	VIA PHARMACEUTICALS, INC.

Date: November 22, 2010
	By:	/s/ Karen S. Wright

		Karen S. Wright
		Title: Vice President, Controller

	VIA PHARMACEUTICALS, INC.
Date: November 4, 2010	By:	/s/ Karen S. Wright
		Karen S. Wright
		Title:	Vice President, Controller

EXHIBIT INDEX

Exhibit No		Description
10.1		Promissory Note, dated as of October 29, 2010, by VIA Pharmaceuticals, Inc. and payable to Bay City Capital Fund IV, L.P.

Filing Compare · VIA Pharmaceuticals, Inc.