4//SEC Filing
VIA Pharmaceuticals, Inc. 4
Accession 0001209191-10-055481
CIK 0001003929operating
Filed
Nov 16, 7:00 PM ET
Accepted
Nov 17, 3:34 PM ET
Size
12.2 KB
Accession
0001209191-10-055481
Insider Transaction Report
Form 4
CRAVES FRED B
Director
Transactions
- Purchase
Common Stock Warrant
2010-11-15$0.07/sh+60,495$4,295→ 85,760 total(indirect: See Footnote)Exercise: $0.07From: 2010-11-15Exp: 2015-11-15→ Common Stock (60,495 underlying) - Purchase
Common Stock Warrant
2010-11-15$0.07/sh+3,671,806$260,698→ 5,205,325 total(indirect: See Footnote)Exercise: $0.07From: 2010-11-15Exp: 2015-11-15→ Common Stock (3,671,806 underlying)
Footnotes (5)
- [F1]On November 15, 2010, Bay City Capital Fund IV, L.P. ("Fund IV") and Bay City Capital Fund IV Co-Investment Fund, L.P. ("Co-Investment Fund IV") amended the note and warrant purchase agreement originally dated as of March 26, 2010 (as amended, the "Note and Warrant Purchase Agreement") with VIA Pharmaceuticals, Inc. (the "Company") pursuant to which (i) Fund IV and Co-Investment Fund IV agreed to lend to the Company up to $2,936,700 and $63,300, respectively, pursuant to the terms of amended and restated promissory notes delivered under the Note and Warrant Purchase Agreement and (ii) the Company issued to Fund IV and the Co-Investment Fund IV warrants (the "Warrants") to purchase an aggregate of 41,361,972 and 891,549 shares of the Company's common stock, par value $0.001 per share, respectively (collectively, the "Warrant Shares"), at an exercise price of $0.071 per share.
- [F2][Footnote 1 continued] On November 15, 2010, the Company borrowed an initial amount of $197,148 and $4,249 from Fund IV and Co-Investment Fund IV, respectively (the "Initial Note Amounts").
- [F3]Based on the Initial Note Amounts, 2,776,732 and 59,845 of the Warrant Shares held by Fund IV and Co-Investment Fund IV, respectively, vested immediately on November 15, 2010. Subject to the approval of Fund IV and Co-Investment Fund IV, the Company may borrow up to an additional $2,739,552 and $59,051 from Fund IV and Co-Investment Fund IV, respectively. At each subsequent closing, the Warrants will vest with respect to additional shares in proportion to the additional amounts borrowed by the Company. The aggregate number of Warrant Shares that may potentially vest and become exercisable by Fund IV and Co-Investment Fund IV are 41,361,972 and 891,549, respectively.
- [F4]Represents the indirect interest of Dr. Craves in the aggregate amount of Warrant Shares that may potentially vest to Fund IV (as described in Footnote 3). Dr. Craves is a limited partner in Fund IV and a member of Bay City Capital Management IV LLC ("Management IV"), the general partner of Fund IV. Dr. Craves is also a member and manager of Bay City Capital LLC ("BCC"), a member and the manager of Management IV. Dr. Craves disclaims beneficial ownership in any of such shares.
- [F5]Represents the indirect interest of Dr. Craves in the aggregate amount of Warrant Shares that may potentially vest to Co-Investment Fund IV (as described in Footnote 3). Dr. Craves is a member of Management IV, the general partner of Co-Investment Fund IV. Dr. Craves is also a member and manager of BCC, a member and the manager of Management IV. Dr. Craves disclaims beneficial ownership in any of such shares.
Documents
Issuer
VIA Pharmaceuticals, Inc.
CIK 0001003929
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001003929
Filing Metadata
- Form type
- 4
- Filed
- Nov 16, 7:00 PM ET
- Accepted
- Nov 17, 3:34 PM ET
- Size
- 12.2 KB