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

Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): ~~November~~January 2214, ~~2010~~ 2011

VIA PHARMACEUTICALS, INC. ~~(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.)

(Exact name of registrant as specified in its charter)

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


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

(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))

Item 1 .01. Entry into a Material Definitive Agreement.

~~Item~~On 2January 14, 2011, VIA Pharmaceuticals, Inc.~~03.~~ ~~Creation~~(the of“Company”) aentered ~~Direct~~into ~~Financial~~amendments (the ~~Obligation~~“Amendments”) orto anthe ~~Obligation~~amended and restated promissory notes (collectively, the “Amended and Restated Notes”) delivered under anthe ~~Off-Balance~~Note ~~Sheet~~and ~~Arrangement~~Warrant Purchase Agreement, dated as of aMarch 26, ~~Registrant~~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.

OnThe ~~November 22, 2010,~~foregoing ~~VIA~~descriptions ~~Pharmaceuticals,~~of ~~Inc. (~~the ~~“Company”) drew down $800~~Amendments,~~000~~ inthe ~~principal~~Loan ~~amount~~Amendment ~~for~~and ~~general~~the ~~corporate~~Amended ~~purposes~~and ~~under~~Restated Notes ~~the~~do ~~Note~~not ~~and Warrant~~purport ~~Purchase~~to ~~Agreement,~~be ~~dated~~complete asand ofare ~~March 26,~~qualified ~~2010,~~in astheir ~~amended~~entirety by ~~that certain~~reference ~~Omnibus~~to ~~Amendment,~~the ~~dated~~full text as of ~~November 15, 2010 (~~the ~~“Loan~~ ~~Amendment”),~~documents. byThe ~~and~~Amendments ~~among~~are ~~Bay~~attached ~~City~~hereto ~~Capital~~as ~~Fund~~Exhibit 10.1 ~~IV,~~and Exhibit L10.P.2, ~~its~~respectively, ~~affiliate~~and ~~Bay~~are ~~City~~incorporated ~~Capital~~herein ~~Fund~~by ~~IV Co-Investment Fund, L~~reference.~~P. (collectively,~~ ~~the~~The ~~“Investors”)~~Loan Amendment and the ~~Company. Pursuant to~~ ~~the~~Amended ~~Loan~~and ~~Amendment,~~Restated ~~the~~Notes ~~Investors~~are ~~agreed~~attached toas ~~lend~~exhibits to the Company’s inQuarterly ~~the aggregate~~Report upon toForm $310-Q,~~000,000,~~ filed ~~pursuant~~with to the ~~terms~~Securities ~~of amended~~ and ~~restated promissory~~Exchange ~~notes~~Commission (~~collectively,~~ the “~~Amended and Restated Notes~~SEC”) ~~delivered~~on ~~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 at subsequent closings pursuant to the terms of the Loan Amendment and Amended and Restated Notes.

~~The~~Item ~~Amended and Restated Notes are secured by a first priority lien on all of the assets of the Company~~2. ~~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~~03. ~~Unless~~Creation ~~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) December 31, 2010, (ii) the closing of~~ a ~~debt,~~Direct ~~equity~~Financial orObligation ~~combined debt/equity financing resulting in gross proceeds~~ or ~~available~~ ~~credit~~an toObligation ~~the~~under ~~Company~~an ofOff-Balance ~~not~~Sheet ~~less~~Arrangement ~~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 entityRegistrant.

~~Pursuant~~On ~~to the Loan Amendment~~January 14, ~~on November 15~~2011, ~~2010~~ the Company ~~issued~~drew ~~warrants~~down ~~(the “Warrants”)~~$500,000 toin ~~the~~principal ~~Investors~~amount tofor ~~purchase~~general ~~an aggregate of~~corporate ~~42,253,521~~purposes ~~shares~~under (the ~~“Additional~~Loan ~~Warrant~~Amendment. ~~Shares”)~~Pursuant ~~of common~~to ~~stock,~~the ~~par~~Loan ~~value $0.001 per share~~Amendment, of the ~~Company~~Investors atagreed ~~$0.071~~to ~~per~~lend ~~share.~~to Asthe ~~set~~Company ~~forth~~ in the ~~Warrants,~~aggregate ~~the~~up ~~Additional~~to ~~Warrant~~$3,000,000, ~~Shares~~pursuant ~~vest~~to ~~based on~~ the ~~amount~~ terms of ~~borrowings under~~ the Amended and Restated Notes. ~~Based~~delivered onunder the ~~$800,000~~ ~~drawdown~~Loan onAmendment. ~~November 22,~~The ~~2010,~~Company 11has previously borrowed $1,~~267~~001,~~606~~397 ~~Additional Warrant~~in ~~Shares~~principal ~~vested~~amounts ~~immediately (bringing the aggregate vested~~ and ~~exercisable Additional~~following ~~Warrant Shares held by~~ the ~~Investors~~drawdown toon January 14,~~104,183).~~ ~~The~~2011 ~~Additional Warrant~~(subject ~~Shares,~~ to the ~~extent~~Investors’ approval) ~~they~~the ~~are~~Company ~~vested~~may ~~and~~borrow ~~exercisable,~~in ~~are~~the ~~exercisable at~~aggregate ~~any~~up ~~time~~to ~~until~~an ~~5:00~~additional ~~p.m. (Pacific Time) on November 15~~$1, ~~2015~~498,603 ~~upon~~at ~~the~~subsequent ~~surrender~~closings pursuant to the ~~Company~~terms of the ~~properly~~Loan ~~endorsed~~Amendment ~~Additional~~and ~~Warrant~~the ~~Shares,~~Amended ~~as specified~~and inRestated ~~the Warrants~~Notes.

The ~~foregoing descriptions~~Amended and Restated Notes are secured by a first priority lien on all of the ~~Loan~~assets ~~Amendment,~~of the Company. Amounts borrowed under the Amended and Restated Notes ~~and~~accrue interest at the rate of ~~Warrants~~fifteen dopercent ~~not~~(15%) ~~purport~~per annum, which increases to beeighteen ~~complete~~percent ~~and~~(18%) ~~are~~per ~~qualified~~annum following an event of default. Unless earlier paid in ~~their~~accordance ~~entirety~~with bythe terms of the Amended and Restated ~~reference~~Notes, toall unpaid principal and accrued interest shall become fully due and payable on the ~~full~~earliest to ~~text~~occur of (i) June 30, 2011, (ii) the ~~documents~~closing of a debt, ~~which~~equity ~~are~~or ~~attached~~combined asdebt/equity ~~exhibits~~financing resulting in gross proceeds or available credit to the Company’s ~~Quarterly~~of ~~Report~~not onless ~~Form~~than ~~10-Q~~$20,000,000 ~~filed~~and (iii) the ~~with~~closing of a transaction in which the ~~Securities~~Company sells, conveys, licenses or otherwise ~~and~~disposes ~~Exchange~~of ~~Commission~~a onmajority ~~November 15~~of its assets or is acquired by way of a merger, ~~2010.~~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.

2Pursuant 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.

~~SIGNATURES~~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.

~~Pursuant~~Item to9.01. ~~the requirements~~Financial ofStatements ~~the~~and ~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Exhibits.

	VIA PHARMACEUTICALS, INC.
Date: November 22, 2010
	By:	/s/ Karen S. Wright
		Karen S. Wright
		Title: Vice President, Controller

(d) Exhibits.


Exhibit No.		Description
	10.1	Amendment to Amended and Restated Promissory Note, dated as of January 14, 2011, by VIA Pharmaceuticals, Inc. and Bay City Capital Fund IV, L.P.
	10.2	Amendment to Amended and Restated Promissory Note, dated as of January 14, 2011, by VIA Pharmaceuticals, Inc. and Bay City Capital Fund IV Co-Investment Fund, L.P.

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.


	VIA PHARMACEUTICALS, INC.

Date: January 18, 2011

	By:	/s/ Karen S. Wright Karen S. Wright
		Title: Vice President, Controller

EXHIBIT INDEX


Exhibit No.		Description
	10.1	Amendment to Amended and Restated Promissory Note, dated as of January 14, 2011, by VIA Pharmaceuticals, Inc. and Bay City Capital Fund IV, L.P.
	10.2	Amendment to Amended and Restated Promissory Note, dated as of January 14, 2011, by VIA Pharmaceuticals, Inc. and Bay City Capital Fund IV Co-Investment Fund, L.P.

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