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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 Form 10-K/A
 Amendment No. 1
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 COMMISSION FILE NO. 0-27264
 VIA PHARMACEUTICALS, INC.
 (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 Delaware
    
    33-0687976(STATE OR OTHER JURISDICTION OF
    
    (I.R.S. EMPLOYERINCORPORATION OR ORGANIZATION)
    
    IDENTIFICATION NO.)
 750 Battery Street, Suite 330
San Francisco, California 94111  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
 REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE:
(415) 283-2200
 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
 SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
 Yes o No þ
 Yes o No þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    

Smaller reporting company þ(Do not check if a smaller reporting company)
 Yes o No þ




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EXPLANATORY NOTE




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##### 



TABLE OF CONTENTS
 PageItem No.
    
    No.PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    1ITEM 11. EXECUTIVE COMPENSATION
    
    
    8ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
    
    
    12ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
    
    
    13ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    16PART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    
    18Exhibit 21.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




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PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Board Leadership Structure
  Directors
  Name
    
    Age
    
    TitleLawrence K. Cohen, Ph.D.
    
    
    57
    
    
    Director, Chief Executive Officer & PresidentDouglass B. Given, M.D., Ph.D., M.B.A.
    
    
    58
    
    
    Chairman of the Board of DirectorsMark N.K. Bagnall(1)(2)(3)
    
    
    53
    
    
    DirectorFred B. Craves, Ph.D.
    
    
    64
    
    
    DirectorDavid T. Howard(1)(2)(3)
    
    
    60
    
    
    DirectorJohn R. Larson
    
    
    63
    
    
    Director
 
 1.
    
    Member of the Audit Committee.2.
    
    Member of the Compensation Committee.3.
    
    Member of the Nominating and
Governance Committee. Lawrence K. Cohen, Ph.D.
 Douglass B. Given, M.D., Ph.D., M.B.A.
  1




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Mark N.K. Bagnall.
 Fred B. Craves, Ph.D.
 David T. Howard.
  2




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John R. Larson.
  Executive Officers
  Compliance with Section 16(a) of the Exchange Act
  Code of Conduct
   3




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Meetings and Committees of the Board of Directors
   The Boards Role in Risk Oversight
  The Audit Committee
   The Compensation Committee
   4




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The Nominating and Governance Committee
      5




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Nomination of Directors
  Director Criteria and Diversity
   
    
    loyalty and commitment to promoting the long term interests of the Companys stockholders;
 
    
    the highest personal and professional ethical standards and integrity;
 
    
    an ability to provide wise, informed and thoughtful counsel to top management on a range of
issues;
 
    
    a history of achievement that reflects superior standards for themselves and others;
 
    
    an ability to take tough positions in constructively-challenging the Companys management
while at the same time working as a team player; and
 
    
    individual backgrounds that provide a diverse portfolio of personal and professional
experience and knowledge commensurate with the needs of the Company.
   6




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
    
    the stockholders name and address, as they appear on our corporate books;
    
    the class and number of shares that are beneficially owned by such stockholder;
 
    
    the dates upon which the stockholder acquired such shares; and
 
    
    documentary support for any claim of beneficial ownership.
    Communications with the Board of Directors
  Mail:
    
    Attn: Board of Directors
VIA Pharmaceuticals, Inc.
750 Battery Street, Suite 330
San Francisco, CA 94111Email:
    
    AskBoard@viapharmaceuticals.com
  Complaint and Investigation Procedures for Accounting, Internal Accounting Controls, Fraud or
Auditing Matters
    7




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ITEM 11.
    
    EXECUTIVE COMPENSATION
 Summary Compensation Table
  All OtherStock Awards
    
    
    Option Awards
    
    
    CompensationName and Principal Position
    
    Year
    
    
    Salary ($)
    
    
    Bonus ($)(2)
    
    
    ($)(3)
    
    
    ($)(4)
    
    
    ($)(5)
    
    
    Total ($)Lawrence K. Cohen
    
    
    2009
    
    
    $
    385,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    1,215
    
    
    $
    386,215Principal Executive Officer
    
    
    2008
    
    
    $
    385,000
    
    
    $
    
    
    
    $
    45,000
    
    
    $
    
    
    
    $
    29,104
    
    
    $
    459,104James G. Stewart(1)
    
    
    2009
    
    
    $
    325,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    1,125
    
    
    $
    326,125Principal Financial Officer
    
    
    2008
    
    
    $
    325,000
    
    
    $
    
    
    
    $
    18,750
    
    
    $
    
    
    
    $
    13,068
    
    
    $
    356,818Rebecca. A. Taub
    
    
    2009
    
    
    $
    300,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    1,080
    
    
    $
    301,080Senior Vice President,
Research & Development
    
    
    2008
    
    
    $
    289,808
    
    
    $
    
    
    
    $
    18,750
    
    
    $
    473,173
    
    
    $
    17,099
    
    
    $
    798,830
 Footnotes to Summary Compensation Table
 (1)
    
    As described more fully in the 10-K, effective March 31, 2010, the
employment of Mr. James G. Stewart was terminated in connection with
the restructuring and reduction in workforce.(2)
    
    A decision on performance bonus compensation earned in 2008 and 2009
has been deferred and therefore is not calculable as of April 30,
2010. It is expected that a determination will be made on the amount
of performance bonus compensation earned in 2008 and 2009, if any,
once the Company is able to secure additional financing.(3)
    
    The amount reflected in this column is the aggregate grant date fair
value for stock awards during the fiscal year ended December 31, 2008
(awarded on December 17, 2008), computed in accordance with FASB ASC
Topic 718. For assumptions used in the valuation, see Note 3 in the
notes to the financial statements contained in the Form 10-K.(4)
    
    The amount reflected in this column is the aggregate grant date fair
value for option awards during the fiscal year ended December 31, 2008
(awarded on January 15, 2008), computed in accordance with FASB ASC
Topic 718. For assumptions used in the valuation, see Note 3 in the
notes to the financial statements contained in the Form 10-K.(5)
    
    Represents the dollar value of: (i) any insurance premiums paid by the
Company with respect to life insurance in 2008 (and in parenthesis,
amounts paid in 2009), (ii) tax gross-up payments made by the Company
with respect to the restricted stock awards for 2008, (iii) Company
safe harbor contributions to the executive officers VIA
Pharmaceuticals, Inc. 401(k) Plan for 2008 and (iv) accrued vacation
and paid time off time paid by the Company in 2008: Accrued VacationName
    
    401(k)
    
    
    Life Insurance
    
    
    Tax Gross-Up
    
    
    and Paid Time offLawrence K. Cohen
    
    $
    
    
    
    $
    1,855 (1,215
    )
    
    $
    27,249
    
    
    $
    James G. Stewart
    
    $
    
    
    
    $
    1,714 (1,125
    )
    
    $
    11,354
    
    
    $
    Rebecca. A. Taub
    
    $
    6,900
    
    
    $
    855 (1,080
    )
    
    $
    9,344
    
    
    $
    
 Narrative to Summary Compensation Table
   8




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Base Salary
  Bonuses
  Equity Compensation
     Severance
  Change in Control Agreements
   9




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
    
    base salary payable over 24 months for Dr. Cohen and 12 months for each of Mr. Stewart and
Dr. Taub;
 
    
    continued health benefits for the severance period;
 
    
    pro rata bonus for the year of termination; and
 
    
    full vesting in all equity compensation.
  
    
    if the change in control is a result of a hostile transaction or a change in directors in
contested election, the executive will be entitled to a tax-gross up to cover such excise
tax, as well as any additional income taxes on the tax-gross up; or
 
    
    if the change in control is not hostile or due to a contested election, then the executive
will either be subject to the excise tax, or will forfeit payments in an amount that would
not subject him to the tax, whichever provides him the greater payment.
 Outstanding Equity Awards at 2009 Fiscal Year End
 Option Awards
    
    
    Stock AwardsNumber of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    Number ofSecurities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    
    Market ValueUnderlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    Units of
    
    
    of Shares orUnexercised
    
    
    Unexercised
    
    
    Option
    
    
    Option
    
    
    Stock that
    
    
    Units of StockOptions
    
    
    Options
    
    
    Exercise
    
    
    Expiration
    
    
    Have Not
    
    
    that Have NotName
    
    (Exercisable)
    
    
    (Unexercisable)
    
    
    Price
    
    
    Date
    
    
    Vested
    
    
    Vested(8)Lawrence K. Cohen
    
    
    300,000
    (1)
    
    
    300,000
    
    
    $
    2.38
    
    
    
    12/17/2017
    
    
    
    150,000
    (5)
    
    $
    30,000107,916
    (2)
    
    
    77,084
    
    
    $
    3.48
    
    
    
    8/2/2017
    
    
    
    3,430
    (5)
    
    $
    686111,516
    (3)
    
    
    0
    
    
    $
    0.03
    
    
    
    6/29/2015James G. Stewart
    
    
    155,000
    (1)
    
    
    155,000
    
    
    $
    2.38
    
    
    
    12/17/2017
    
    
    
    62,500
    (6)
    
    $
    12,50026,666
    (2)
    
    
    53,334
    
    
    $
    3.48
    
    
    
    8/2/2017
    
    
    
    30,603
    (6)
    
    $
    1,477Rebecca A. Taub
    
    
    112,604
    (4)
    
    
    122,396
    
    
    $
    2.90
    
    
    
    1/15/2018
    
    
    
    62,500
    (7)
    
    $
    12,500
 Footnotes to Outstanding Equity Awards Table
 (1)
    
    1/48th of the shares vest on the 17th day of each month starting after December 17, 2007.(2)
    
    1/48th of the shares vest on the 2nd day of each month starting after August 2, 2007.(3)
    
    In connection with the Merger, Dr. Cohen had stock options to purchase 300,000 shares of privately-held VIA
Pharmaceuticals, Inc. which became stock options to purchase 111,516 shares of the Company in which 25% of the
shares vested on June 29, 2005 and 1/48th of the shares vest on the 29th day of each month thereafter, subject to
Dr. Cohen continuing to be a service provider through each such date.(4)
    
    25% of the shares vested on January 14, 2009 and 1/48th of the shares vest on the 14th day of each month thereafter.(5)
    
    54,875 shares of the Company were acquired upon early exercise of vested options by Dr. Cohen and are subject to
repurchase by the Company upon termination of employment. 25% of the shares vested on March 31, 2007 and 1/48th of
the shares vest on the 31st day of each month thereafter, subject to Dr. Cohen continuing to be a service provider
through each such date. As of December 31, 2009, 51,445 shares were vested. 300,000 shares of the Company represent
restricted stock. 1/24th of the restricted stock vest on the 17th day of each month starting after December 17,
2008, subject to earlier vesting in full in limited circumstances specified in the award agreement. As of December
31, 2009, 150,000 of the shares were vested. See footnote (3) to the section entitled Security Ownership of
Certain Beneficial Owners and Management below for vesting information within 60 days of April 5, 2010.  10




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(6)
    
    92,930 shares of the Company were acquired upon early exercise of vested options by Mr. Stewart and are subject to
repurchase by the Company upon termination of employment. 25% of the shares vested on August 8, 2007 in connection
with the Company successfully securing third party financing in excess of $30.0 million, 25% of the shares vested
on November 29, 2007 and 1/48th of the shares vest on the 29th day of each month thereafter. See the sub-section
Equity Compensationin the section entitled Narrative to Summary Compensation Table above for more information.
As of December 31, 2009, 85,547 shares were vested. 125,000 shares of the Company represent restricted stock.
1/24th of the restricted stock vest on the 17th day of each month starting after December 17, 2008, subject to
earlier vesting in full in limited circumstances specified in the award agreement. As of December 31, 2009, 62,500
of the shares were vested. See footnote (7) to the section entitled Security Ownership of Certain Beneficial
Owners and Management below for vesting information within 60 days of April 5, 2010.(7)
    
    1/24th of the shares vest on the 17th day of each month starting after December 17, 2008, subject to earlier
vesting in full in limited circumstances specified in the award agreement. As of December 31, 2009, 62,500 shares
were vested. See footnote (8) to the section entitled Security Ownership of Certain Beneficial Owners and
Management below for vesting information within 60 days of April 5, 2010.(8)
    
    Market value is computed by multiplying the closing market price of the Companys stock on December 31, 2009 by the
number of unvested shares of stock. Compensation of Directors
  Fees Earned orName
    
    Paid in Cash
    
    
    Option Awards(2)
    
    
    TotalRichard L. Anderson(1)
    
    $
    6,500
    
    
    $
    0
    
    
    $
    6,500Mark N.K. Bagnall
    
    $
    57,500
    
    
    $
    0
    
    
    $
    57,500Fred B. Craves
    
    $
    0
    
    
    $
    0
    
    
    $
    0Douglass B. Given
    
    $
    0
    
    
    $
    0
    
    
    $
    0David T. Howard
    
    $
    48,000
    
    
    $
    0
    
    
    $
    48,000John R. Larson
    
    $
    43,000
    
    
    $
    0
    
    
    $
    43,000
 Footnote to Compensation of Directors Table
 (1)
    
    Mr. Anderson passed away in March 2009. His outstanding options
(35,575 shares) were held by his beneficiaries. The outstanding
options were exercisable for one year following his death. This table
reflects his total compensation earned in 2009 for his service as a
director.(2)
    
    The aggregate number of options held by each director as of December
31, 2009 was as follows: Mr. Bagnall  35,575; Dr. Craves  0; Dr.
Given  0; Mr. Howard  35,575 and Mr. Larson  50,952. All of
these options had vested as of such date. No shares of restricted
stock are held by any director. Narrative to Director Compensation Table
  
    
    a $20,000 annual cash retainer;
 
    
    an initial equity grant of 5,575 options to purchase shares of Common Stock, which options
are fully vested on the date of grant and exercisable for ten years from the date of grant;
 
    
    $10,000 for serving as a committee chair;
 
    
    $1,000 for each Board meeting attended in person and $500 for each Board meeting attended
telephonically; and
 
    
    $500 for each committee meeting attended, whether in person or telephonically.
   11




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ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  
    
    each person known to us to
be the beneficial owner of more than 5% of our outstanding shares of Common Stock;
 
    
    each of our named executive officers;
 
    
    each of our directors; and
 
    
    all directors and named executive officers as a group.
    PercentageBeneficiallyName of Beneficial Owner
    
    Number of Shares
    
    
    Owned5% Stockholders:Bay City Capital LLC
    
    
    111,034,838
    (1)
    
    
    91.29
    %Directors and Named Executive Officers:Mark N.K. Bagnall
    
    
    35,575
    (2)
    
    
    *Lawrence K. Cohen, Ph.D.
    
    
    1,024,716
    (3)
    
    
    4.85
    %Fred B. Craves, Ph.D.
    
    
    
    
    
    
    Douglass B. Given, M.D., Ph.D., M.B.A.
    
    
    122,867
    (4)
    
    
    *David T. Howard
    
    
    35,575
    (5)
    
    
    *John R. Larson
    
    
    55,345
    (6)
    
    
    *James G. Stewart
    
    
    413,434
    (7)
    
    
    1.99
    %Rebecca A. Taub, M.D.
    
    
    294,582
    (8)
    
    
    1.43
    %All directors and named executive officers as a group (10 persons)
    
    
    1,982,094
    (9)
    
    
    9.16
    %
 
 *
    
    Less than 1%.(1)
    
    The information included in the beneficial ownership table is based on a Schedule 13D/A filed by Bay City Capital LLC on March
30, 2010. Bay City Capital LLC (BCC) is the manager of Bay City Capital Management IV LLC (Management IV). Management IV is
the general partner of Bay City Capital Fund IV, L.P. (Fund IV) and Bay City Capital Fund IV Co-Investment Fund, L.P.
(Co-Investment Fund), which own of record 9,842,297 and 212,149 shares of Common Stock, respectively. In connection with the
2009 loan transaction entered into between the Company and Fund IV and Co-Investment Fund, as described under Related Party
Transactions  Bay City Capital Relationship, the Company issued to Fund IV and Co-Investment Fund warrants (the 2009
Warrants) to purchase up to an aggregate of 81,575,000 and 1,758,333 shares of the Companys Common Stock, respectively
(collectively, the 2009 Warrant Shares), at an exercise price of $0.12 per share. Based on the $10,000,000 in borrowings by
the Company, the aggregate number of Warrant Shares that have vested and become exercisable by Fund IV and Co-Investment Fund
are 83,333,333 shares. In connection with the 2010 loan transaction entered into between the Company and Fund IV and
Co-Investment Fund, as described under Related Party Transactions  Bay City Capital Relationship, the Company issued to Fund
IV and Co-Investment Fund warrants (the 2010 Warrants) to purchase up to an aggregate of 17,274,706 and 372,353 shares of the
Companys Common Stock, respectively (collectively, the 2010 Warrant Shares), at an exercise price of $0.17 per share. Based
on the $1,250,000 initial borrowing by the Company, 7,352,941 of the 2010 Warrant Shares are vested and are exercisable as of
March 29, 2010. The aggregate number of 2010 Warrant Shares that may potentially vest and become exercisable by Fund IV and
Co-Investment Fund are 17,274,706 and 372,353, respectively. BCC has sole voting and investment power over the shares held of
record by Fund IV and Co-Investment Fund. BCC is managed by a board of managers currently comprised of four managers, none of
whom, acting individually, has voting control or investment discretion with respect to the securities owned. Fred B. Craves, a
member of the Companys Board of Directors, is the founder, chairman of and a manager of BCC. Dr. Craves also owns 22.0588% of
the membership interests in BCC. Douglass Given, the chairman of the Companys Board, is a partner of BCC. Each of Drs. Craves
and Given disclaims beneficial ownership of the shares held by Fund IV and Co-Investment Fund, except to the extent of their
respective proportionate pecuniary interests therein. The address of BCC is 750 Battery Street, Suite 400, San Francisco, CA
94111.  12




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(2)
    
    Represents options to purchase 35,575 shares of Common Stock which are exercisable within 60 days of April 5, 2010.(3)
    
    Dr. Cohen was appointed President and Chief Executive Officer of the Company on June 5, 2007 following the consummation of the
Merger. The share number includes (i) options to purchase 605,056 shares of Common Stock which are exercisable within 60 days of
April 5, 2010, and (ii) 87,500 unvested shares acquired upon the issuance of restricted stock, which shares are subject to
forfeiture upon termination of employment or service for any reason.(4)
    
    Represents 122,867 shares of Common Stock held of record by the Douglass and Kim Given Revocable Trust, for which Douglass Given
serves as trustee.(5)
    
    Represents options to purchase 35,575 shares of Common Stock which are exercisable within 60 days of April 5, 2010.(6)
    
    Includes (i) 2,342 shares owned of record by Clique Capital, LLC, for which Mr. Larson serves as Managing Director and (ii)
options to purchase 50,952 shares of Common Stock which are exercisable within 60 days of April 5, 2010.(7)
    
    Mr. Stewart was appointed Senior Vice President, Chief Financial Officer and Secretary of the Company on June 5, 2007 following
the consummation of the Merger. The share number includes options to purchase 243,957 shares of Common Stock which are
exercisable within 60 days of April 5, 2010.(8)
    
    Dr. Taub was hired and appointed Senior Vice President, Research & Development on January 14, 2008. The share number includes
(i) options to purchase 137,082 shares of Common Stock which are exercisable within 60 days of April 5, 2010 and (ii) 36,459
unvested shares acquired upon the issuance of restricted stock, which shares are subject to forfeiture upon termination of
employment or service for any reason.(9)
    
    Includes options to purchase 1,108,197 shares of Common Stock which are exercisable within 60 days of April 5, 2010. 
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Review and Approval of Related Party Transactions
       13




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Related Party Transactions
 Baxter Healthcare Relationship
  Bay City Capital Relationship
    14




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Director Independence
   15




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ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
   Audit and Non Audit Fees
   Fiscal Year
    
    
    Fiscal Year2009
    
    
    2008Audit Fees
    
    $
    207,700
    
    
    $
    349,155Audit-Related Fees
    
    $
    
    
    
    $
    Tax Fees
    
    $
    
    
    
    $
    All Other Fees
    
    $
    
    
    
    $
    Total
    
    $
    207,700
    
    
    $
    349,155
 Audit Fees Audit Fees Audit
Fees
  16




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Tax
Fees
 Audit-Related Fees All Other Fees
 Policy on Audit Committee Preapproval of Audit and Permissible Nonaudit Services of the Independent
Registered Public Accounting Firm
 de minimus
   17




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PART IV
 
 ITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 Financial Statements and Financial Statement Schedules
  Financial Statement Schedules
  Exhibits required to be filed by Item 601 of Regulation S-K
 ExhibitNumber
    
    Description2.1
    
    
    Agreement and Plan of Merger and Reorganization, dated February 7, 2007, as amended, by and among
Corautus Genetics Inc., Resurgens Merger Corp., and VIA Pharmaceuticals, Inc. (filed as Exhibit 2.1 to
the Form 8-K filed on February 8, 2007 and incorporated herein by reference)3.1
    
    
    Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Form 10-K filed on March 22, 2005
and incorporated herein by reference)3.2
    
    
    Certificate of Amendment to the Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Form
10-KSB filed on March 30, 2000 and incorporated herein by reference)3.3
    
    
    Certificate of Amendment to the Restated Certificate of Incorporation (filed as Exhibit 3.3 to the Form
10-K filed on March 28, 2003 and incorporated herein by reference)3.4
    
    
    Certificate of Amendment to the Restated Certificate of Incorporation (filed as Exhibit 3.4 to the Form
10-K filed on March 28, 2003 and incorporated herein by reference)3.5
    
    
    Certificate of Amendment to the Restated Certificate of Incorporation (filed as Exhibit 3.5 to the Form
10-K filed on March 28, 2003 and incorporated herein by reference)3.6
    
    
    Amended and Restated Certificate of Designation of Preferences and Rights of Series C Preferred Stock
(filed as Annex H to the Form S-4/A filed on December 19, 2002 and incorporated herein by reference)3.7
    
    
    Certificate of Amendment to the Restated Certificate of Incorporation (Increase in Authorized Shares)
(filed as Exhibit 3.7 to the Form 10-Q filed on August 14, 2007 and incorporated herein by reference)3.8
    
    
    Certificate of Amendment to the Restated Certificate of Incorporation (Reverse Stock Split) (filed as
Exhibit 3.8 to the Form 10-Q filed on August 14, 2007 and incorporated herein by reference)3.9
    
    
    Certificate of Amendment to the Restated Certificate of Incorporation (Name Change) (filed as Exhibit
3.9 to the Form 10-Q filed on August 14, 2007 and incorporated herein by reference)
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##### Table of Contents



ExhibitNumber
    
    Description
    3.10
    
    
    Fourth Amended and Restated Bylaws (filed as Exhibit 3.1 to the Form 8-K filed on April 17, 2008 and
incorporated herein by reference)

4.1
    
    
    Warrant issued to Trout Partners LLC, dated July 31, 2007 (filed as Exhibit 99.1 to the Form 8-K filed
on August 6, 2007 and incorporated herein by reference)4.2
    
    
    Warrant issued to Redington, Inc., dated March 1, 2008 (filed as Exhibit 4.2 to the Form 10-K filed on
March 28, 2008 and incorporated herein by reference)4.3
    
    
    Warrant to Purchase Common Stock of VIA Pharmaceuticals, Inc. issued to Bay City Capital Fund IV Fund,
L.P., dated March 12, 2009 (filed as Exhibit 4.1 to the Form 8-K filed on March 12, 2009 and
incorporated herein by reference)4.4
    
    
    Warrant to Purchase Common Stock of VIA Pharmaceuticals, Inc. issued to Bay City Capital Fund IV
Co-Investment Fund, L.P., dated March 12, 2009 (filed as Exhibit 4.2 to the Form 8-K filed on March 12,
2009 and incorporated herein by reference)4.5
    
    
    Warrant to Purchase Common Stock of VIA Pharmaceuticals, Inc. issued to Bay City Capital Fund IV Fund,
L.P., dated March 26, 2010 (filed as Exhibit 4.5 to the Form 10-K filed on March 31, 2010 and
incorporated herein by reference)4.6
    
    
    Warrant to Purchase Common Stock of VIA Pharmaceuticals, Inc. issued to Bay City Capital Fund IV
Co-Investment Fund, L.P., dated March 26, 2010 (filed as Exhibit 4.6 to the Form 10-K filed on March
31, 2010 and incorporated herein by reference)4.7
    
    
    Second Amended and Restated Registration Rights Agreement, dated as of March 12, 2009, by and among VIA
Pharmaceuticals, Inc. and the parties named therein (filed as Exhibit 4.3 to the Form 8-K filed on
March 12, 2009 and incorporated herein by reference)4.8
    
    
    Amendment No. 1 to the Second Amended and Restated Registration Rights Agreement, dated as of March 26,
2010, by and among VIA Pharmaceuticals, Inc. and the parties named therein (filed as Exhibit 4.8 to the
Form 10-K filed on March 31, 2010 and incorporated herein by reference)10.1
    
    
    Note and Warrant Purchase Agreement, dated as of March 12, 2009 by and among VIA Pharmaceuticals, Inc.,
Bay City Capital Fund IV, L.P. and Bay City Capital Fund IV Co-Investment Fund, L.P. (filed as Exhibit
10.1 to the Form 8-K filed on March 12, 2009 and incorporated herein by reference)10.2
    
    
    Note and Warrant Purchase Agreement, dated as of March 26, 2010 by and among VIA Pharmaceuticals, Inc.,
Bay City Capital Fund IV, L.P. and Bay City Capital Fund IV Co-Investment Fund, L.P. (filed as Exhibit
10.2 to the Form 10-K filed on March 31, 2010 and incorporated herein by reference)10.3
    
    
    Promissory Note, dated as of March 12, 2009, by VIA Pharmaceuticals, Inc. and payable to Bay City
Capital Fund IV, L.P. (filed as Exhibit 10.2 to the Form 8-K filed on March 12, 2009 and incorporated
herein by reference)10.4
    
    
    Promissory Note, dated as of March 12, 2009, by VIA Pharmaceuticals, Inc. and payable to Bay City
Capital Fund IV Co-Investment Fund, L.P. (filed as Exhibit 10.3 to the Form 8-K filed on March 12, 2009
and incorporated herein by reference)10.5
    
    
    First Amendment to Promissory Note, dated as of September 11, 2009, by VIA Pharmaceuticals, Inc. and
Bay City Capital Fund IV, L.P. (filed as Exhibit 10.1 to the Form 8-K filed on September 11, 2009 and
incorporated herein by reference)10.6
    
    
    First Amendment to Promissory Note, dated as of September 11, 2009, by VIA Pharmaceuticals, Inc. and
Bay City Capital Fund IV Co-Investment Fund, L.P. (filed as Exhibit 10.2 to the Form 8-K filed on
September 11, 2009 and incorporated herein by reference)10.7
    
    

Second
Amendment to Promissory Note, dated as of October 30, 2009, by VIA Pharmaceuticals, Inc. and
Bay City Capital Fund IV, L.P. (filed as Exhibit 10.1 to the Form 8-K filed on October 30, 2009 and
incorporated herein by reference)10.8
    
    
    Second Amendment to Promissory Note, dated as of October 30, 2009, by VIA Pharmaceuticals, Inc. and
Bay City Capital Fund IV Co-Investment Fund, L.P. (filed as Exhibit 10.2 to the Form 8-K filed on
October 30, 2009 and incorporated herein by reference)10.9
    
    

Third
Amendment to Promissory Note, dated as of December 22, 2009, by VIA Pharmaceuticals, Inc. and
Bay City Capital Fund IV, L.P. (filed as Exhibit 10.1 to the Form 8-K filed on December 22, 2009 and
incorporated herein by reference)
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##### Table of Contents



ExhibitNumber
    
    Description10.10
    
    

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. (filed as Exhibit 10.2 to the Form 8-K filed on
December 22, 2009 and incorporated herein by reference)10.11
    
    
    Promissory Note, dated as of March 26, 2010, by VIA Pharmaceuticals, Inc. and payable to Bay City
Capital Fund IV, L.P. (filed as Exhibit 10.11 to the Form 10-K filed on March 31, 2010 and incorporated
herein by reference)10.12
    
    
    Promissory Note, dated as of March 26, 2010, by VIA Pharmaceuticals, Inc. and payable to Bay City
Capital Fund IV Co-Investment Fund, L.P. (filed as Exhibit 10.12 to the Form 10-K filed on March 31,
2010 and incorporated herein by reference)10.13
    
    
    Form of Securities Purchase Agreement, dated June 29, 2007, by and among VIA Pharmaceuticals, Inc. and
the Investors named therein (filed as Exhibit 10.1 to the Form 8-K filed on July 3, 2007 and
incorporated herein by reference)10.14
    
    
    Exclusive License Agreement, effective August 10, 2005, between VIA Pharmaceuticals, Inc. and Abbott
Laboratories (filed as Exhibit 10.4 to the Form 10-Q filed on August 14, 2007 and incorporated herein
by reference)10.15
    
    
    Research, Development and Commercialization Agreement, dated as of December 18, 2008, by and between
Hoffmann-La Roche Inc., F. Hoffmann-La Roche Ltd and VIA Pharmaceuticals, Inc. (filed as Exhibit 10.1
to the Form 8-K filed on December 23, 2008 and incorporated herein by reference)10.16
    
    
    Research, Development and Commercialization Agreement, dated as of December 18, 2008, by and between
Hoffmann-La Roche Inc., F. Hoffmann-La Roche Ltd and VIA Pharmaceuticals, Inc. (filed as Exhibit 10.2
to the Form 8-K filed on December 23, 2008 and incorporated herein by reference)10.17
    
    
    Employment Agreement, dated as of August 10, 2004, by and between VIA Pharmaceuticals, Inc. and
Lawrence K. Cohen (filed as Exhibit 10.2 to the Form 8-K filed on June 11, 2007 and incorporated herein
by reference)10.18
    
    
    Amendment to Employment Agreement, dated as of June 4, 2007, by and between VIA Pharmaceuticals, Inc.
and Lawrence K. Cohen (filed as Exhibit 10.3 to the Form 8-K filed on June 11, 2007 and incorporated
herein by reference)10.19
    
    
    Letter Agreement, dated as of October 3, 2006, between VIA Pharmaceuticals, Inc. and James G. Stewart
(filed as Exhibit 10.6 to the Form 8-K filed on June 11, 2007 and incorporated herein by reference)10.20
    
    
    Amendment to Letter Agreement, dated as of June 4, 2007, by and between VIA Pharmaceuticals, Inc. and
James G. Stewart (filed as Exhibit 10.7 to the Form 8-K filed on June 11, 2007 and incorporated herein
by reference)10.21
    
    
    Letter Agreement, dated as of December 21, 2007, between VIA Pharmaceuticals, Inc. and Rebecca Taub
(filed as Exhibit 10.15 to the Form 10-K filed on March 28, 2008 and incorporated herein by reference)10.22
    
    
    Consulting Agreement, dated as of January 29, 2009, by and between VIA Pharmaceuticals, Inc. and Adeoye
Olukotun (filed as Exhibit 10.1 to the Form 8-K filed on February 3, 2009 and incorporated herein by
reference)10.23
    
    
    VIA Pharmaceuticals, Inc. 2004 Stock Plan (filed as Exhibit 10.8 to the Form 8-K filed on June 11, 2007
and incorporated herein by reference)10.24
    
    
    VIA Pharmaceuticals, Inc. standard form of stock option agreement (filed as Exhibit 10.9 to the Form
8-K filed on June 11, 2007 and incorporated herein by reference)10.25
    
    
    VIA Pharmaceuticals, Inc. early exercise form of stock option agreement (filed as Exhibit 10.10 to the
Form 8-K filed on June 11, 2007 and incorporated herein by reference)10.26
    
    
    Standard Director Form of Option Agreement (filed as Exhibit 10.18 to the Form 10-Q filed on August 14,
2007 and incorporated herein by reference)10.27
    
    
    Conversion Agreement, dated as of May 11, 2007, between Corautus Genetics Inc. and Boston Scientific
Corporation (filed as Exhibit 10.19 to the Form 10-Q filed on August 14, 2007 and incorporated herein
by reference)10.28
    
    
    Change in Control Agreement by and between VIA Pharmaceuticals, Inc and Lawrence K. Cohen, Ph.D., dated
December 21, 2007 (filed as Exhibit 10.1 to the Form 8-K/A filed on December 21, 2007 and incorporated
herein by reference)
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##### Table of Contents



ExhibitNumber
    
    Description10.29
    
    
    Change in Control Agreement by and between VIA Pharmaceuticals, Inc and James G. Stewart, dated
December 21, 2007 (filed as Exhibit 10.2 to the Form 8-K/A filed on December 21, 2007 and incorporated
herein by reference)10.30
    
    
    Change in Control Agreement by and between VIA Pharmaceuticals, Inc and Rebecca Taub, M.D., dated
January 14, 2008 (filed as Exhibit 10.25 to the Form 10-K filed on March 28, 2008 and incorporated
herein by reference)10.31
    
    
    VIA Pharmaceuticals, Inc. Form of Stock Option Agreement (filed as Exhibit 10.1 to the Form 8-K filed
on December 19, 2007 and incorporated herein by reference)10.32
    
    
    VIA Pharmaceuticals, Inc. 2007 Incentive Award Plan (filed as Exhibit A to the Definitive Proxy
Statement filed on November 5, 2007 and incorporated herein by reference)10.33
    
    
    Office Lease, dated October 13, 2005, between VIA Pharmaceuticals, Inc. and James P. Edmondson, as
amended by Lease Amendment No. One, dated January 15, 2008 (filed as Exhibit 10.28 to the Form 10-K
filed on March 28, 2008 and incorporated herein by reference)10.34
    
    
    Lease, dated July 24, 2006, between VIA Pharmaceuticals, Inc. and 100 & RW CRA LLC, as amended by First
Extension and Modification of Lease, dated January 15, 2008 (filed as Exhibit 10.29 to the Form 10-K
filed on March 28, 2008 and incorporated herein by reference)21.1
    
    
    Subsidiaries of VIA Pharmaceuticals, Inc.*31.1
    
    
    Principal Executive Officers Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*31.2
    
    
    Principal Financial Officers Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*32.1
    
    
    Certification Pursuant to 18 U.S.C. § 1350 (Section 906 of Sarbanes-Oxley Act of 2002).*32.2
    
    
    Certification Pursuant to 18 U.S.C. § 1350 (Section 906 of Sarbanes-Oxley Act of 2002).*
 *
    
    Filed herewith.  21




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##### Table of Contents



VIA PHARMACEUTICALS, INC.By:
    /s/ Lawrence K. CohenLawrence K. CohenPresident, Chief Executive Officer   Signatures
    
    Titles
    
    Date/s/ Lawrence K. Cohen

Lawrence K. Cohen
    
    President, Chief Executive Officer and
Director
    
    April 30, 2010/s/ Karen S. Wright

Karen S. Wright
    
    Vice President, Finance and Controller
    
    April 30, 2010/s/ Douglass B. Given

Douglass B. Given
    
    Chairman of the Board of Directors
    
    April 30, 2010/s/ Mark N.K. Bagnall

Mark N.K. Bagnall
    
    Director
    
    April 30, 2010/s/ Fred B. Craves

Fred B. Craves
    
    Director
    
    April 30, 2010/s/ David T. Howard

David T. Howard
    
    Director
    
    April 30, 2010/s/ John R. Larson

John R. Larson
    
    Director
    
    April 30, 2010
  22