UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
VIA PHARMACEUTICALS, INC.
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
92554T103
(CUSIP Number)
December 31, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 92554T103
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(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Xmark Opportunity Partners, LLC
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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(3) SEC Use Only
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(4) Citizenship or Place of Organization: Delaware, United States
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Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 0*
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(6) Shared Voting Power: 0
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(7) Sole Dispositive Power: 0*
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(8) Shared Dispositive Power: 0
----------------------------------------
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
0*
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions):
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(11) Percent of Class Represented by Amount in Row (9): 0.0%*
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(12) Type of Reporting Person (See Instructions): IA
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*Xmark Opportunity Partners, LLC ("Opportunity Partners") is the sole member of
the investment manager of Xmark Opportunity Fund, L.P., a Delaware limited
partnership ("Opportunity LP"), and Xmark Opportunity Fund, Ltd., a Cayman
Islands exempted company ("Opportunity Ltd"), and, as such, possesses the sole
power to vote and the sole power to direct the disposition of all securities of
VIA Pharmaceuticals, Inc., a Delaware corporation (the "Company"), held by
Opportunity LP and Opportunity Ltd. David C. Cavalier and Mitchell D. Kaye, the
Co-Managing Members of Xmark Capital Partners, LLC, the Managing Member of
Opportunity Partners, share voting and dispositive power with respect to all
securities beneficially owned by Opportunity Partners.
As of December 31, 2009, Opportunity LP held no shares of Common Stock, $0.001
par value per share (the "Common Shares"), of the Company and Opportunity Ltd
held no Common Shares of the Company. Based upon information set forth in the
Company's most recent Quarterly Report on Form 10-Q, as filed with the
Securities and Exchange Commission on November 12, 2009, there were 20,646,374
Common Shares of the Company issued and outstanding as of November 6, 2009. As a
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result of the foregoing, for purposes of Reg. Section 240.13d-3, as of December
31, 2009, Opportunity Partners is deemed to beneficially own no Common Shares of
the Company, or 0.0% of the Common Shares of the Company deemed issued and
outstanding as of such date.
Item 1(a). Name Of Issuer: VIA Pharmaceuticals, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
750 Battery Street, Suite 330
San Francisco, CA 94111
Item 2(a). Name of Person Filing:
Xmark Opportunity Partners, LLC
Item 2(b). Address of Principal Business Office or, if None, Residence:
90 Grove Street, Suite 201
Ridgefield, CT 06877
Item 2(c). Citizenship:
Xmark Opportunity Partners, LLC is a Delaware limited liability
company.
Item 2(d). Title of Class of Securities: Common Stock, $0.001 par value
per share
Item 2(e). CUSIP No.: 92554T103
Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the Person Filing is a:
Not Applicable.
Item 4. Ownership as of December 31, 2009
(a) Amount Beneficially Owned: 0*
(b) Percent of Class: 0.0%*
(c) Number of Shares as to which the person has:
(i) sole power to vote or to direct the vote 0*
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the
disposition of 0*
(iv) shared power to dispose or to direct the
disposition of 0
*Xmark Opportunity Partners, LLC ("Opportunity Partners") is the sole member of
the investment manager of Xmark Opportunity Fund, L.P., a Delaware limited
partnership ("Opportunity LP"), and Xmark Opportunity Fund, Ltd., a Cayman
Islands exempted company ("Opportunity Ltd"), and, as such, possesses the sole
power to vote and the sole power to direct the disposition of all securities of
VIA Pharmaceuticals, Inc., a Delaware corporation (the "Company"), held by
Opportunity LP and Opportunity Ltd. David C. Cavalier and Mitchell D. Kaye, the
Co-Managing Members of Xmark Capital Partners, LLC, the Managing Member of
Opportunity Partners, share voting and dispositive power with respect to all
securities beneficially owned by Opportunity Partners.
As of December 31, 2009, Opportunity LP held no shares of Common Stock, $0.001
par value per share (the "Common Shares"), of the Company and Opportunity Ltd
held no Common Shares of the Company. Based upon information set forth in the
Company's most recent Quarterly Report on Form 10-Q, as filed with the
Securities and Exchange Commission on November 12, 2009, there were 20,646,374
Common Shares of the Company issued and outstanding as of November 6, 2009. As a
result of the foregoing, for purposes of Reg. Section 240.13d-3, as of December
31, 2009, Opportunity Partners is deemed to beneficially own no Common Shares of
the Company, or 0.0% of the Common Shares of the Company deemed issued and
outstanding as of such date.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the owner of more than five
percent of the class of securities, check the following: [X]
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or Control
Person
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
February 16, 2010
XMARK OPPORTUNITY PARTNERS, LLC
By: Xmark Capital Partners, LLC,
its Managing Member
By: /s/ Mitchell D. Kaye
-------------------------------
Name: Mitchell D. Kaye
Title: Co-Managing Member
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Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
VIA Pharmaceuticals (CE) (USOTC:VIAP)
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