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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 Form 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 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
 o þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting companyþ(Do not check if a smaller reporting company)
 o þ




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TABLE OF CONTENTS
 PageItem No.
    
    No.PART IItem 1. BUSINESS
    
    
    2EXECUTIVE OFFICERS OF THE REGISTRANT
    
    
    12Item 1A. RISK FACTORS
    
    
    14Item 2. PROPERTIES
    
    
    32Item 3. LEGAL PROCEEDINGS
    
    
    32PART IIItem 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
    
    
    33Item 6. SELECTED FINANCIAL DATA
    
    
    34Item 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
    
    
    35Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    50Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
    
    
    50Item 9A. CONTROLS AND PROCEDURES
    
    
    50Item 9B. OTHER INFORMATION
    
    
    51PART IIIItem 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    52Item 11. EXECUTIVE COMPENSATION
    
    
    59Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    
    63Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
    
    
    65Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    67PART IVItem 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    
    69Exhibit 10.19Exhibit 10.20Exhibit 21.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
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##### Table of Contents



PART I
 Forward-looking statements
  
    
    the ability and willingness of active market makers in our Companys common stock to
trade the Companys common stock on the Pink Sheets under a piggyback qualification;
 
    
    the Companys ability to borrow additional amounts under the 2010 loan, as amended, from
Bay City Capital, as described in Note 6 in the Notes to the Financial Statements;
 
    
    the Companys ability to obtain necessary financing in the near term, including amounts
necessary to repay the 2009 loan from Bay City Capital following the April 1, 2010 maturity
date, and the 2010 loan, as amended, from Bay City Capital by the September 30, 2011 maturity
date (or earlier if certain repayment acceleration provisions are triggered);
 
    
    the Companys ability to control its operating expenses;
 
    
    the Companys ability to comply with covenants included in the loans with Bay City
Capital;
 
    
    the Companys ability to operate its business following the restructuring, as described
in Note 12 in the Notes to the Financial Statements;
 
    
    the Companys ability to comply with its reporting obligations under the rules and
regulations promulgated by the Securities and Exchange Commission following the
restructuring;
 
    
    the Companys ability to timely recruit and enroll patients in any future clinical
trials;
 
    
    complexities in designing and implementing cardiometabolic clinical trials using
surrogate endpoints in Phase 1 and Phase 2 clinical trials which may differ from the
ultimate endpoints required for registration of a candidate drug;
 
    
    if the results of the ACS, CEA and FDG-PET studies, upon further review and analysis, are
revised, interpreted differently by regulatory authorities or negated by later stage
clinical trials;
 
    
    the Companys ability to obtain necessary FDA approvals;
 
    
    the Companys ability to successfully commercialize VIA-2291;
 
    
    the Companys ability to identify potential clinical candidates from the family of DGAT1
compounds licensed and move them into preclinical development;
 
    
    the Companys ability to obtain and protect its intellectual property related to its
product candidates;
 
    
    the Companys potential for future growth and the development of its product pipeline,
including the THR beta agonist candidate and the other compounds licensed from Roche;
 
    
    the Companys ability to obtain strategic opportunities to partner and collaborate with
large biotechnology or pharmaceutical
companies to further develop VIA-2291;
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
    
    the Companys ability to form and maintain collaborative relationships to develop and
commercialize our product candidates;
 
    
    general economic and business conditions; and
 
    
    the other risks described under the heading Risk Factors in Part I, Item 1A below.
  
 ITEM 1.
    
    BUSINESS
 Corporate History and Description of Merger
  Business Overview
    Liver-directed THR Beta Agonist (VIA-3196)
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DGAT1
  VIA-2291
     2010;3:298-307
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Business Strategy
  
    
    Pursue the clinical development of the THR beta agonist compound licensed from Roche.The
Company intends to pursue this clinically ready asset and is in the planning phases for its
clinical development. The Company has filed an IND application (IND # 109408), and plans to
initiate a Phase 1 clinical trials, during the first half of 2011.
 
    
    Pursue the preclinical development of DGAT1 compounds licensed from Roche.The Company
intends to pursue the preclinical development of the DGAT1 compounds in order to identify a
potential lead candidate for further development in human clinical trials.
 
    
    Pursue the development of VIA-2291.The Company seeks to develop VIA-2291 for the
treatment of atherosclerotic plaque and secondary prevention of ACS in patients who have
experienced a recent heart attack. The Phase 3 trial for VIA-2291 will test the ability of
the drug to reduce heart attacks and strokes in a high risk cardiovascular patient
population. Due to the size and cost of such a trial, the Company plans to pursue business
collaborations with large biotechnology or pharmaceutical companies to conduct additional
clinical trials required for regulatory approval. No further internal clinical studies are
currently planned.
 
    
    Expand our portfolio of small molecule product candidates through acquisitions and
in-licensing.The Company intends to continue to license and develop preclinical and
clinical small molecule compounds for the treatment of cardiovascular and metabolic disease.
The Company believes this strategy will enable the Company to build a valuable drug
development pipeline.
 
    
    Maximize economic value for our product candidates under development.The Company intends
to maximize the value of its product candidates through independent development, licensing
and other partnership and collaboration opportunities with large biotechnology or
pharmaceutical companies.
 
    
    Enhance and protect our intellectual property portfolio.The Company plans to pursue,
license and acquire additional intellectual property protection as required to enhance and
protect its existing and future portfolio and to enable the Company to maximize the
commercial lifespan of its compounds and technology.
 Unmet Needs in Cardiovascular and Metabolic Diseases
 Metabolic Syndrome, Dyslipidemia and Diabetes
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Atherosclerotic Plaque
  Abbott Exclusive License Agreement
   Stanford License Agreement
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Roche Licensed Assets
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Patents and Intellectual Property
  Status of European Union and other MajorStatus of United States Patent Estate (Earliest
    
    Markets Patent Estate (Earliest AnticipatedAnticipated Expirations, Subject to Potential
    
    Expirations, Subject to Potential ExtensionsDrug Candidate (Target)
    
    Patent Type
    
    Extensions and Payment of Maintenance Fees)
    
    and Payment of Maintenance Fees)VIA-2291 (5-LO)
    
    COM
    
    Granted (2012)
    
    Granted  (2013)VIA-2291 (5-LO)
    
    MOU
    
    Granted (2026)
    
    Applications pending (2026)VIA-2291 (5-LO)
    
    U
    
    Application pending (2030)
    
    VIA-3196
(THRβ)
    
    COM
    
    Granted (2025)
    
    Granted and pending (2025)VIA-3196
prodrug (THRβ)
    
    COM
    
    Granted (2027)
    
    Applications pending (2027)
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Trademarks
  Clinical Trials
  Manufacturing
  Sales and Marketing
  Competition
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Governmental Regulation
   New Drug Application
  
    
    completion of preclinical laboratory and animal testing in compliance with the FDAs good
laboratory practice regulations;
 
    
    submission to the FDA of an IND for human clinical testing which must become effective
before human clinical trials may begin;
 
    
    performance of adequate and well-controlled human clinical trials to establish the safety
and efficacy of the proposed drug product for each intended use;
 
    
    satisfactory completion of an FDA pre-approval inspection of the facility or facilities
at which the product is produced to assess compliance with the FDAs current cGMP
guidelines; and
 
    
    submission to, and approval by, the FDA of an NDA.
  i.e
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
    
    Phase 1:Studies are initially conducted in a limited population to test the product
candidate for safety, dose tolerance, absorption, metabolism, distribution and excretion in
healthy humans or, on occasion, in patients, such as cancer patients.
 
    
    Phase 2:Studies are generally conducted in a limited patient population to identify
possible adverse effects and safety risks, to evaluate the efficacy of the product for
specific targeted indications and to determine dose tolerance and optimal dosage. Multiple
Phase 2 clinical trials may be conducted by the sponsor to obtain information prior to
beginning larger and more expensive Phase 3 clinical trials.
 
    
    Phase 3:These are commonly referred to as pivotal studies. When Phase 2 evaluations
demonstrate that a dose range of the product may be effective and has an acceptable safety
profile, Phase 3 trials are undertaken in large patient populations to further evaluate
dosage, to provide substantial evidence of clinical efficacy and to further test for safety
in an expanded and diverse patient population at multiple, geographically-dispersed clinical
trial sites.
 
    
    Phase 4:In some cases, the FDA may condition approval of an NDA for a product candidate
on the sponsors agreement to conduct additional post-approval clinical trials to further
assess the drugs safety and effectiveness after NDA approval and commercialization. Such
post approval trials are typically referred to as Phase 4 studies.
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Other Regulatory Requirements
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Research and Development
  Employees
  
 EXECUTIVE OFFICERS OF THE REGISTRANT
 The executive officers of VIA Pharmaceuticals, Inc. as of March 1, 2011 are as follows:
 Name
    
    Age
    
    
    PositionLawrence K. Cohen
    
    
    57
    
    
    Director, President and Chief Executive OfficerKaren S. Wright
    
    
    55
    
    
    Vice President, ControllerRebecca A. Taub
    
    
    59
    
    
    Senior Vice President, Research and Development
  Lawrence K. Cohen, Ph.D.
 Karen S. Wright
 Rebecca Taub, M.D.
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Advisors
   Employment/CurrentName
    
    Specialty
    
    PositionsPeter Libby, MD
    
    Atherosclerosis and cardiovascular
disease, including the role of
inflammation in the disease process
    
    Mallinckrodt Professor of Medicine, and
Chief, Cardiovascular Division, Brigham and
Womens HospitalMarc Pfeffer, MD, Ph.D.
    
    Pathophysiology and clinical management
of progressive cardiac dysfunction
following heart attack or hypertension
    
    Dzau Professor of Medicine, Harvard Medical
School Senior Physician, Brigham and Womens
Hospital in BostonThomas Quertermous, MD
    
    Vascular pathophysiological, genetic and
molecular mechanisms of inflammation and
atherogenics
    
    William G. Irwin Professor of Cardiovascular
Medicine and Chief of Research,
Cardiovascular Medicine Division, at Stanford
University School of Medicine.Paul Ridker, MD
    
    Atherosclerosis and cardiovascular
disease, including the role of
inflammation in the disease process and
the role of CRP
    
    Eugene Braunwald Professor of Medicine,
Harvard Medical School and Director, Center
for Cardiovascular Disease Prevention,
Divisions of Cardiovascular Diseases and
Preventive Medicine, Brigham and Womens
HospitalJean-Claude Tardif, MD
    
    Atherosclerosis and cardiovascular disease
    
    Associate Professor of Medicine, University
of Montreal Director of Research, Montreal
Heart InstituteRenu Virmani, MD
    
    Cardiovascular pathology
    
    President and Medical Director of CVPath
Institute, Inc.
 Corporate Information
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ITEM 1A.
    
    RISK FACTORS
 Risks Related to the Companys Financial Results
 The Company has experienced significant losses, expects losses in the future, has limited
resources and there is substantial doubt as to the Companys ability to continue as a going
concern.
    The Company will require substantial additional funding in the near term to continue operating
its business, which may not be available to the Company on acceptable terms, or at all, which
could force the Company to delay, scale back or eliminate some or all of its research and
development programs, or ultimately cease operations.
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
    
    fund the business operations of the Company, including general and administrative
expenses and the expenses surrounding the restructuring as described in Note 12 in the Notes
to the Financial Statements;
 
    
    fund clinical trials and seek regulatory approvals;
 
    
    pursue and implement strategic partnering transactions;
 
    
    pursue the development of additional product candidates;
 
    
    conduct and expand the Companys research and development activities;
 
    
    access manufacturing and commercialization capabilities, including seeking collaboration
and partnering opportunities;
 
    
    implement additional internal systems and infrastructure; and
 
    
    maintain, defend and expand the scope of the Companys intellectual property portfolio.
  
    
    the terms and timing of any collaboration, licensing or other strategic arrangements into
which the Company may enter;
 
    
    the scope, cost, rate of progress, and results of the Companys current and future
clinical trials, preclinical studies and other discovery, research and development
activities;
 
    
    the costs associated with establishing manufacturing and commercialization capabilities;
 
    
    the costs of acquiring or investing in product candidates and technologies;
 
    
    the costs of filing, prosecuting, defending and enforcing any patent claims and other
intellectual property rights;
 
    
    the costs and timing of seeking and obtaining FDA and other regulatory approvals;
 
    
    the potential need to hire additional management and research, development and clinical
personnel;
 
    
    the effect of competing technological and market developments; and
 
    
    general and industry-specific economic conditions that may affect the Companys research
and development expenditures.
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The Company is currently in default under the 2009 Loan Agreement which could lead to a
foreclosure on the Companys assets.
  The Company may not be able to pay third-party vendors and suppliers, which could adversely
affect the Companys business, financial condition and results of operations.
  The Company may not be able to satisfy certain covenant restrictions, which could adversely
affect the Companys business, financial condition, results of operations and liquidity.
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Raising additional funds by issuing securities or through collaboration and other strategic
arrangements will likely cause dilution to existing stockholders, restrict operations or require
the Company to relinquish potentially valuable rights.
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Risks Related to the Companys Business
 The Company is at an early stage of development. The Company has never generated and may never
generate revenues from commercial sales of its products and the Company may not have products to
market for several years, if ever.
     Clinical trials are expensive, difficult to design and implement, time-consuming and subject to
delay, particularly in the cardiovascular area due to the large number of patients who must be
enrolled and treated in clinical trials. As a result, there is a high risk that the Companys
drug development activities will not result in regulatory approval, or that such approval will be
delayed, thereby reducing the likelihood of successful commercialization of products.
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
    
    lack of adequate funding to commence the preclinical and clinical development of the
Metabolic Compounds, including the incurrence of unforeseen costs due to enrollment delays,
requirements to conduct additional trials and studies and increased expenses associated with
the services of the Companys clinical research organizations (CROs) and other third
parties;
 
    
    failure to enter into strategic partnering transactions or other strategic arrangements
for the continued research and development of compounds for clinical trials;
 
    
    delays in obtaining regulatory approvals to commence a clinical trial;
 
    
    delays in identifying and reaching agreement on acceptable terms with prospective CROs
and clinical trial sites;
 
    
    delays in obtaining institutional review board approval to conduct a clinical trial at a
prospective site;
 
    
    slower than expected rates of patient recruitment and enrollment for a variety of
reasons, including competition from other clinical trial programs for the treatment of
similar indications, the nature of the protocol, and the eligibility criteria for the trial;
 
    
    enrolled patients may not remain in or complete clinical trials at the rates we expect;
 
    
    lack of effectiveness during clinical trials;
 
    
    failure to achieve clinical trial endpoints;
 
    
    unforeseen safety issues;
 
    
    uncertain dosing issues;
 
    
    changes in regulatory requirements causing the Company to amend clinical trial protocols
or add new clinical trials to comply with these changes;
 
    
    unforeseen difficulties developing the advanced manufacturing techniques, including
adequate process controls, quality controls, and quality assurance testing, required to
scale up production of the Companys product candidates to commercial levels;
 
    
    inability to monitor patients adequately during or after treatment;
 
    
    conflicting or negating results, upon further analysis of the data from the clinical
trials;
 
    
    retaining participants who have enrolled in a clinical trial but may be prone to withdraw
due to the design of the trial, lack of efficacy or personal issues or who fail to return
for follow-up visits for a variety of reasons; and
 
    
    inability or unwillingness of medical investigators to follow the Companys clinical
trial protocols and follow good clinical practices.
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Failure to timely recruit and enroll patients for any future clinical trials may cause the
development of the Companys product candidates to be delayed.
  The Companys Phase 2 clinical trials of VIA-2291 primarily target biomarkers, histology and
medical imaging as endpoints, and the results of any Phase 2 clinical trials may not be
indicative of success in future clinical trials that will target outcomes such as heart attack
and stroke. The results of previous clinical trials may not be predictive of future results, and
the Companys current and future clinical trials may not satisfy the requirements of the FDA or
other non-U.S. regulatory authorities.
 VIA-2291.
  The Companys Phase 2 FDG-PET clinical trial utilizes new, innovative imaging technology that
does not represent a widely accepted and validated clinical trial methodology for measuring
inflammation in atherosclerosis. The results of this clinical trial may not be predictive of
future results and may not be consistent with the results of the CEA and ACS clinical trials, the
ACS MDCT sub-study or future clinical trials.
 VIA-2291,
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The Companys clinical trials could be delayed, suspended or stopped.
  The Company relies on third parties to conduct its clinical trials. If these third parties do not
successfully carry out their contractual duties or meet expected deadlines, the Company may be
unable to obtain, or may experience delays in obtaining, regulatory approval, or may not be
successful in commercializing the Companys planned and future products.
  The Company will need to provide additional information to the FDA regarding preclinical and
clinical safety issues raised during prior trials of VIA-2291 that could result in delays in
future FDA approvals.
  To date, VIA-2291 is the Companys only product candidate to be tested in clinical trials. The
Companys efforts to identify, develop and commercialize new product candidates beyond VIA-2291
will be at an early stage and will be subject to a high risk of failure.
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If the Company is unable to form and maintain the collaborative relationships that its business
strategy requires, its product development programs will suffer, and the Company may not be able
to develop or commercialize its product candidates and may ultimately have to cease operations.
  Even if the Company receives regulatory approval to market its product candidates, such products
may not gain the market acceptance among physicians, patients, healthcare payors and the medical
community.
  
    
    demonstration of efficacy and safety in clinical trials;
 
    
    the prevalence and severity of any side effects;
 
    
    the introduction and availability of generic substitutes for any of the Companys
products, potentially at lower prices (which, in turn, will depend on the strength of the
Companys intellectual property protection for such products);
 
    
    potential or perceived advantages over alternative treatments;
 
    
    the timing of market entry relative to competitive treatments;
 
    
    the ability to offer the Companys product candidates for sale at competitive prices;
 
    
    relative convenience and ease of administration;
 
    
    the strength of marketing and distribution support;
 
    
    sufficient third party coverage or reimbursement; and
 
    
    the product labeling or product insert (including any warnings) required by the FDA or
regulatory authorities in other
countries.
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The Company will rely on third parties to manufacture and supply its product candidates.
   The Company may be subject to costly claims related to its clinical trials and may not be able to
obtain adequate insurance.
  The Company may be subject to costly claims related to Corautus former clinical trials of
Vascular Endothelial Growth Factor 2.
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If the Company is unable to retain its management, research, development, clinical teams and
scientific advisors or to attract additional qualified personnel, the Companys product
operations and development efforts may be seriously jeopardized.
   If the Companys competitors develop and market products that are more effective than the
Companys product candidates or others it may develop, or obtain regulatory and marketing
approval for similar products before the Company does, the Companys commercial opportunity may
be reduced or eliminated.
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The Company may be subject to damages resulting from claims that the Company or its employees,
have wrongfully used or disclosed alleged trade secrets of its employees former employers.
  Risks Related to the Companys Intellectual Property
 The Companys failure to protect adequately or to enforce its intellectual property rights or
secure rights to third party patents could materially harm its proprietary position in the
marketplace or prevent the commercialization of its products.
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Because VIA-2291 is exclusively licensed from Abbott and the Metabolic Compounds are exclusively
licensed from Roche, any dispute with Abbott or Roche, respectively, may materially harm the
Companys ability to develop and commercialize VIA-2291 or the Metabolic Compounds, as
applicable.
  If Abbott or Roche elect to maintain or enforce proprietary rights under the Abbott License or
the Roche Licenses, respectively, the Company will depend on Abbott or Roche, as applicable, for
the maintenance and enforcement of certain intellectual property rights and will have limited
control, if any, over the amount or timing of resources that Abbott or Roche devote on the
Companys behalf.
    If the Company fails to comply with its obligations and meet certain milestones related to its
intellectual property licenses with third parties, the Company could lose license rights that are
important to its business.
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Third parties may own or control intellectual property that the Company may infringe.
  
    
    infringement and other intellectual property claims, which would be costly and
time-consuming to litigate, whether or not the claims have merit, and which could delay the
regulatory approval process and divert managements attention from the Companys business;
 
    
    substantial damages for past infringement, which the Company may have to pay if a court
determines that the Company has infringed a third partys patents, copyrights, trademarks,
trade secrets or other proprietary rights;
 
    
    a court prohibiting the Company from selling or licensing its technologies or future
products unless such third party licenses its patents, copyrights, trademarks, trade secrets
or other proprietary rights to the Company, which it is not required to do; and
 
    
    if a license is available from a third party, the requirement that the Company pay
substantial royalties or grant cross licenses to its patents, copyrights, trademarks, trade
secrets or other proprietary rights.
 The Companys commercial success will depend in part on its ability to manufacture, use, sell and
offer to sell its products without infringing patents or other proprietary rights of others.
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Risks Related to the Companys Industry
 The Companys product candidates are subject to extensive regulation, which can be costly and
time-consuming, cause unanticipated delays or prevent the receipt of the required approvals to
commercialize such product candidates.
  
    
    the FDA may not deem a product candidate safe and effective;
 
    
    the FDA may not find the data from preclinical studies and clinical trials sufficient to
support approval;
 
    
    the FDA may not approve of the Companys third-party manufacturers processes and
facilities;
 
    
    the FDA may change its approval policies or adopt new regulations; or
 
    
    the FDA may condition approval on additional clinical studies, including post-approval
clinical studies.
   Even if any of the Companys product candidates receives regulatory approval, it may still face
future development and regulatory difficulties.
  
    
    issue warning letters or untitled letters;
 
    
    impose civil or criminal penalties;
 
    
    suspend regulatory approval;
 
    
    suspend any ongoing clinical trials;
 
    
    refuse to approve pending applications or supplements to approved applications filed by
the Company or its collaborators;
    
    impose restrictions on operations, including costly new manufacturing requirements; or
 
    
    seize or detain products or require a product recall.
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Legislative or regulatory reform of the healthcare system may affect the Companys ability to
sell its products profitably.
  Risks Related to the Securities Market and Ownership of the Companys Common Stock
 The Company intends to deregister its common stock under the Securities Exchange Act of
1934, as amended, by filing a Form 15 with the Securities and Exchange Commission shortly after
the filing of this Annual Report onForm 10-K. Upon the filing of the Form 15, information
reported in the past to stockholders will not be available to the same extent or frequency which
could result in a decline in our common stock price and may negatively affect the liquidity of
our common stock.
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Our common stock has been delisted from the NASDAQ Capital Market and is not listed on any other
national securities exchange. It will likely be more difficult for stockholders and investors to
sell our common stock or to obtain accurate quotations of the share price of our common stock.
   The Companys operating results and stock price may fluctuate significantly.
  
    
    the Companys ability to obtain additional financing and the terms of such financing;
 
    
    the Companys ability to operate its business following the restructuring, as described
in Note 12 in the Notes to the Financial Statements;
 
    
    the status of development of VIA-2291, the Metabolic Compounds, and any other product
candidates;
 
    
    whether or not the Company enters into development and license agreements with strategic
partners that provide for payments to the Company, and the timing and accounting treatment
of payments to the Company, if any, under those agreements;
 
    
    whether or not the Company achieves specified development or commercialization milestones
under any agreement that the Company enters into with collaborators and the timely payment
by commercial collaborators of any amounts payable to the Company;
 
    
    the addition or termination of research programs or funding support;
    
    the timing of milestone and other payments that the Company may be required to make to
others; and
 
    
    variations in the level of expenses related to the Companys product candidates or
potential product candidates during any given period.
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The Companys stock price could decline significantly based on the results and timing of its
clinical trials.
  Bay City Capital, the Companys principal stockholder, has significant influence over the
Company, and the interests of the Companys other stockholders may conflict with the interests of
Bay City Capital.
  Our change of control agreements with our named executive officers may require us to pay
severance benefits to any of those persons who are terminated in connection with a change of
control of the Company.
  As a smaller reporting company, the Company has not been subject to the full requirements of
Section 404 of the Sarbanes-Oxley Act of 2002. If the Company is unable to favorably assess the
effectiveness of its internal controls over financial reporting, the price of the Companys
common stock could be adversely affected.
   31




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The stock price of the Companys common stock is likely to be volatile and you may lose all, or a
substantial portion, of your investment.
  The Company has never paid cash dividends on its common stock, and the Company does not
anticipate that it will pay any cash dividends on its common stock in the foreseeable future.
  
 ITEM 2.
    
    PROPERTIES
  
 ITEM 3.
    
    LEGAL PROCEEDINGS
   32




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##### Table of Contents



PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 Market Information
  
  
 High
    
    
    LowFISCAL YEAR ENDED December 31, 2009:First Quarter
    
    $
    0.25
    
    
    $
    0.08Second Quarter
    
    $
    0.84
    
    
    $
    0.15Third Quarter
    
    $
    0.74
    
    
    $
    0.21Fourth Quarter
    
    $
    0.60
    
    
    $
    0.20FISCAL YEAR ENDED December 31, 2010:First Quarter
    
    $
    0.23
    
    
    $
    0.11Second Quarter
    
    $
    0.22
    
    
    $
    0.10Third Quarter
    
    $
    0.13
    
    
    $
    0.06Fourth Quarter
    
    $
    0.10
    
    
    $
    0.02
   Dividend Policy
   33




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##### Table of Contents



ITEM 6.
    
    SELECTED FINANCIAL DATA
  Period fromJune 14, 2004(Date ofYears Ended December 31,
    
    
    Inception) to(In whole dollars)
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    Dec 31, 2010Revenue
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Loss from continuing operations
    
    
    (9,601,315
    )
    
    
    (20,978,324
    )
    
    
    (20,274,828
    )
    
    
    (21,835,382
    )
    
    
    (8,626,887
    )
    
    
    (91,205,880
    )Loss from continuing operations per
common share
    
    
    (0.47
    )
    
    
    (1.05
    )
    
    
    (1.03
    )
    
    
    (2.24
    )
    
    
    (19.81
    )
    
    
    Total assets
    
    
    499,971
    
    
    
    2,556,094
    
    
    
    5,000,803
    
    
    
    24,484,941
    
    
    
    3,726,420
    
    
    
    Long-term obligations
    
    
    8,400
    
    
    
    37,450
    
    
    
    30,637
    
    
    
    3,980
    
    
    
    6,827
    
    
    
    Cash dividends declared per common share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  34




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##### Table of Contents



ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 The following discussion of our financial condition contains certain statements that are not
strictly historical and are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 and involve a high degree of risk and uncertainty. Our
actual results may differ materially from those projected in the forward-looking statements due to
risks and uncertainties that exist in our operations, development efforts and business environment,
including those set forth under the Section entitled Risk Factors in Item 1A, and other documents
we file with the Securities and Exchange Commission. All forward-looking statements included in
this report are based on information available to us as of the date hereof, and, unless required by
law, we assume no obligation to update any such forward-looking statement.
 Corporate History and Description of Merger
  Business Overview
    Liver-directed THR Beta Agonist (VIA-3196)
   35




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##### Table of Contents



DGAT1
  VIA-2291
     2010;3:298-307
    36




---



##### Table of Contents



Going Concern Uncertainty
   
    
    terminate or delay clinical trials or studies of VIA-3196 and the DGAT1 compounds;
 
    
    terminate or delay the preclinical development of one or more of its other preclinical
candidates;
 
    
    curtail its licensing activities that are designed to identify molecular targets and
small molecules for treating cardiovascular disease;
 
    
    relinquish rights to product candidates, development programs, or discovery development
programs that it may otherwise seek to develop or commercialize on its own; and
 
    
    delay, reduce the scope of, or eliminate one or more of its research and development
programs, or ultimately cease operations.
      37




---



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38




---



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Revenue
  Research and Development Expenses
   39




---



##### Table of Contents




    
    compensation of personnel associated with research and development activities, including
consultants, investigators, and contract research organizations (CROs);
 
    
    in-licensing fees;
 
    
    laboratory supplies and materials;
 
    
    costs associated with the manufacture of product candidates for preclinical testing and
clinical studies;
 
    
    preclinical costs, including toxicology and carcinogenicity studies;
 
    
    fees paid to professional service providers for independent monitoring and analysis of
the Companys clinical trials;
 
    
    depreciation and equipment; and
 
    
    allocated costs of facilities and infrastructure.
  Period fromJune 14, 2004Years Ended
    
    
    (Date of Inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,2010
    
    
    2009
    
    
    2010Externally generated research and development expense
    
    $
    361,725
    
    
    $
    3,639,215
    
    
    $
    29,066,916Internally generated research and development expense
    
    
    1,455,737
    
    
    
    2,416,000
    
    
    
    13,656,724Total
    
    $
    1,817,462
    
    
    $
    6,055,215
    
    
    $
    42,723,640
  40




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Period fromJune 14, 2004Years Ended
    
    
    (Date of Inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,2010
    
    
    2009
    
    
    2010Externally generated research and development expenseIn-licensing expenses
    
    $
    
    
    
    $
    400,000
    
    
    $
    5,270,000CRO and investigator expenses
    
    
    21,068
    
    
    
    1,090,115
    
    
    
    10,770,407Consulting expenses
    
    
    181,088
    
    
    
    1,120,131
    
    
    
    6,599,757Qualifying therapeutic discovery grant
    
    
    (138,640
    )
    
    
    
    
    
    
    (138,640
    )Other
    
    
    298,209
    
    
    
    1,028,969
    
    
    
    6,565,392Total
    
    $
    361,725
    
    
    $
    3,639,215
    
    
    $
    29,066,916
  Period fromJune 14, 2004Years Ended
    
    
    (Date of Inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,2010
    
    
    2009
    
    
    2010Internally generated research and development expensePersonnel and related expenses
    
    $
    1,051,915
    
    
    $
    1,693,205
    
    
    $
    9,559,074Stock-based compensation expense
    
    
    177,287
    
    
    
    275,961
    
    
    
    1,273,081Travel and entertainment expense
    
    
    63,737
    
    
    
    170,249
    
    
    
    1,219,356Qualifying therapeutic discovery grant
    
    
    (105,839
    )
    
    
    
    
    
    
    (105,839
    )Other
    
    
    268,637
    
    
    
    276,585
    
    
    
    1,711,052Total
    
    $
    1,455,737
    
    
    $
    2,416,000
    
    
    $
    13,656,724
     41




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##### Table of Contents



General and Administrative
  Interest Income, Interest Expense and Other Expenses
  Results of Operations
 Comparison of the years ended December 31, 2010 and 2009
  For the Years EndedDecember 31,
    
    
    December 31,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeRevenue
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    
    Research and development expense
    
    
    1,817,462
    
    
    
    6,055,215
    
    
    
    (4,237,753
    )
    
    
    (70
    )%General and administrative expense
    
    
    4,096,520
    
    
    
    7,198,320
    
    
    
    (3,101,800
    )
    
    
    (43
    )%Interest expense
    
    
    3,562,483
    
    
    
    7,733,390
    
    
    
    (4,170,907
    )
    
    
    (54
    )%Other expense/(income)
    
    
    17,891
    
    
    
    (8,601
    )
    
    
    26,492
    
    
    
    308
    %
 Revenue.
 Research and Development Expense.
  42




---



##### Table of Contents



General and Administrative Expense.
 Interest Expense.
 Other Expense/Income.
 Income Tax Expense.
 Liquidity and Capital Resources
     43




---



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44




---



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45




---



##### Table of Contents



Contractual Obligation and Commitments
  Payments Due by PeriodLess Than
    
    
    
    
    
    
    
    
    
    
    AfterTotal
    
    
    1 Year
    
    
    1-3 Years
    
    
    4-5 Years
    
    
    5 YearsOperating lease obligations (1)
    
    $
    795,505
    
    
    $
    323,792
    
    
    $
    471,713
    
    
    $
    
    
    
    $
    Notes and related interest payable  affiliate (2)
    
    
    16,793,026
    
    
    
    16,793,026
    
    
    
    
    
    
    
    
    
    
    
    Uncertain tax positions (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Licensing agreements (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    17,588,531
    
    
    $
    17,116,818
    
    
    $
    471,713
    
    
    $
    
    
    
    $
    
 
 (1)
    
    Operating lease obligations reflect contractual commitments for the
Companys office facilities for its headquarters in San Francisco,
California. In 2010, the Company was released from its obligations
for its lease of space in Princeton, New Jersey, which formerly was
used for its clinical operations. In January 2008, the Company
expanded the lease of its headquarters in San Francisco to a total of
8,180 square feet to ensure adequate facilities for current
activities, and extended the lease through May 31, 2013.(2)
    
    As more fully described in Note 6 in the notes to the financial
statements, in March 2009, the Company entered into the 2009 Loan
Agreement with the Lenders whereby the Lenders agreed to lend to the
Company in the aggregate up to $10.0 million, pursuant to the terms of
the promissory notes issued under the 2009 Loan Agreement (2009
Notes). On March 12, 2009, the Company borrowed an initial amount of
$2.0 million. During the three months ended September 30, 2009, the
Company borrowed $2.0 million on May 19, 2009, and another $2.0
million on June 29, 2009. During the three months ended September 30,
2009, the Company borrowed $2.0 million on August 14, 2009, and a
final $2.0 million on September 11, 2009. The 2009 Notes are secured
by a first priority lien on all of the assets of the Company,
including the Companys intellectual property. Amounts borrowed under
the 2009 Notes accrue interest at the rate of 15% per annum, which
increases to 18% per annum following an event of default. As of
December 31, 2010, the Company accrued $2,515,068 in interest payable
 affiliate for unpaid interest expenses. Unless earlier paid in
accordance with the terms of the Notes, all unpaid principal and
accrued interest shall become fully due and payable on the earlier to
occur of (i) April 1, 2010, (ii) the closing of a debt, equity or
combined debt/equity financing resulting in gross proceeds or
available credit to the Company of not less 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 50% of the
voting interests in the surviving or resulting entity. While the
Lenders have not declared an event of default, the Company failed to
repay the debt and all related interest to the Lenders due on April 1,
2010. As a result, the Company is now accruing interest at the higher
18% per annum beginning April 1, 2010.Also as more fully described in Note 6 in the notes to the financial
statements, in March 2010, the Company entered into an additional Note
and Warrant Purchase Agreement (the 2010 Loan Agreement) with the
Lenders whereby the Lenders agreed to lend to the Company in the
aggregate up to $3.0 million, pursuant to the terms of promissory
notes issued under the 2010 Loan Agreement. On March 29, 2010, the
Company borrowed an initial amount of $1,250,000. During the three
months ended June 30, 2010, the Company borrowed $100,000 on May 26,
2010, $200,000 on June 4, 2010, and another $300,000 on June 29, 2010.
During the three months ended September 30, 2010, the Company borrowed
$100,000 on July 15, 2010, $750,000 on July 27, 2010 and a final
$300,000 on September 28, 2010. The 2010 Loan Agreement notes are
secured by a lien on all of the assets of the Company. Amounts
borrowed under the 2010 Loan Agreement notes accrue interest at the
rate of 15% per annum, which increases to 18% per annum following an
event of default. As of December 31, 2010, the Company accrued
$259,521 in interest payable  affiliate for unpaid interest
expenses. Unless earlier paid in accordance with the terms of the
original 2010 Loan Agreement, all unpaid principal and accrued
interest shall become fully due and payable on the earlier to occur of
(i) December 31, 2010, (ii) the closing of a debt, equity or combined
debt/equity financing resulting in gross proceeds or available credit
to the Company of not less 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 50% of the voting interests in
the surviving or resulting entity. The Company failed to repay the
debt and all related interest to the Lenders due on December 31, 2010.
On January 14, 2011, the Company entered into an amendment to the
2010 Loan Agreement and 2010 Loan Amendment to extend the maturity
date under the 2010 Loan Agreement and 2010 Loan Amendment from
December 31, 2010 to June 30, 2011 and on March 24, 2011,
the Company entered into a second amendment to further extend the maturity date to September 30, 2011.  46




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##### Table of Contents



Also as more fully described in Note 6 in the notes to the financial
statements, on November 15, 2010, the Company entered into an
amendment to the 2010 Loan Agreement (2010 Loan Amendment) to enable
the Company to borrow up to an additional aggregate principal amount
of $3.0 million, pursuant to the terms of amended and restated
promissory notes issued under the 2010 Loan Amendment. On November
15, 2010, $201,397 in principal and interest amounts borrowed under an
October 29, 2010 bridge loan with the Lenders automatically converted
into obligations of the Company under the 2010 Loan Amendment as
advances. During the three months ended December 31, 2010, the
Company borrowed an additional $800,000 on November 22, 2010. The 2010
Loan Amendment notes are secured by a lien on all of the assets of the
Company. Amounts borrowed under the 2010 Loan Amendment accrue
interest at the rate of fifteen percent (15%) per annum, which
increases to eighteen percent (18%) per annum following an event of
default. As of December 31, 2010, the Company accrued $17,040 in
interest payable  affiliate for unpaid interest expenses. Unless
earlier paid in accordance with the terms of the original 2010 Loan
Amendment, all unpaid principal and accrued interest shall become
fully due and payable on the earlier to occur of (i) December 31,
2010, (ii) the closing of a debt, equity or combined debt/equity
financing resulting in gross proceeds or available credit to the
Company of not less 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 50% of the voting interests in the
surviving or resulting entity. On January 14, 2011, the Company
entered into an amendment to the 2010 Loan Agreement and 2010 Loan
Amendment to extend the maturity date under the 2010 Loan Agreement
and 2010 Loan Amendment from December 31, 2010 to June 30, 2011
and on March 24, 2011,
the Company entered into a second amendment to further extend the maturity date to September 30, 2011.(3)
    
    The Company adopted new accounting guidance for the accounting for
uncertainty in income tax positions on the first day of its 2007
fiscal year. The amount of unrecognized tax benefits at December 31,
2010 was $659,992. This amount has been excluded from the contractual
obligations table because a reasonably reliable estimate of the timing
of future tax settlements cannot be determined.(4)
    
    Under certain licensing agreements, Roche may receive up to $22.4
million in milestone payments, the majority of which would be tied to
the achievement of product development and regulatory milestones. In
addition, once products containing the compounds are approved for
marketing, Roche will receive single-digit royalties based on net
sales, subject to certain reductions. Off-Balance Sheet Arrangements
  Critical Accounting Policies
     47




---



##### Table of Contents



Research and Development Accruals
    Incentive Award Accruals
  Stock-based Compensation
    48




---



##### Table of Contents



Years EndedDecember 31,
    
    
    December 31,2010
    
    
    2009Expected life from grant date
    
    
    6.59  6.96
    
    
    
    6.08  7.96Expected volatility
    
    
    115%  116
    %
    
    
    105%  114
    %Risk free interest rate
    
    
    2.56%  2.70
    %
    
    
    2.89%  3.07
    %Dividend yield
    
    
    
    
    
    
    
  Period fromJune 14, 2004Years Ended
    
    
    (Date of Inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,2010
    
    
    2009
    
    
    2010Research and development expense
    
    $
    163,612
    
    
    $
    260,226
    
    
    $
    1,243,038General and administrative expense
    
    
    541,606
    
    
    
    941,540
    
    
    
    3,346,468Total
    
    $
    705,218
    
    
    $
    1,201,766
    
    
    $
    4,589,506
   49




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##### Table of Contents



Period fromJune 14, 2004Years Ended
    
    
    (Date of Inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,2010
    
    
    2009
    
    
    2010Research and development expense
    
    $
    13,675
    
    
    $
    15,734
    
    
    $
    30,043General and administrative expense
    
    
    28,897
    
    
    
    47,655
    
    
    
    78,445Total
    
    $
    42,572
    
    
    $
    63,389
    
    
    $
    108,488
  
 ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A.
    
    CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Managements Annual Report on Internal Control Over Financial Reporting
  1.
    
    Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of the
assets of the Company;2.
    
    Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company; and3.
    
    Provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the Companys
assets that could have a material effect on the financial statements.
  50




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Changes in Internal Control Over Financial Reporting
    
 ITEM 9B.
    
    OTHER INFORMATION
    51




---



##### Table of Contents



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.
    
    
    59
    
    
    Chairman of the Board of DirectorsMark N.K. Bagnall(1)(2)(3)
    
    
    54
    
    
    DirectorFred B. Craves, Ph.D.
    
    
    65
    
    
    DirectorDavid T. Howard(1)(2)(3)
    
    
    61
    
    
    DirectorJohn R. Larson
    
    
    64
    
    
    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.
  52




---



##### Table of Contents



Mark N.K. Bagnall.
 Fred B. Craves, Ph.D.
 David T. Howard.
  53




---



##### Table of Contents



John R. Larson.
  Executive Officers
  Compliance with Section 16(a) of the Exchange Act
  Code of Conduct
   54




---



##### Table of Contents



Meetings and Committees of the Board of Directors
   The Boards Role in Risk Oversight
  The Audit Committee
   The Compensation Committee
   55




---



##### Table of Contents



The Nominating and Governance Committee
       56




---



##### Table of Contents



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.
   
    
    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;
  57




---



##### Table of Contents




    
    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 DirectorsVIA Pharmaceuticals, Inc.750 Battery Street, Suite 330San Francisco, CA 94111Email:
    
    AskBoard@viapharmaceuticals.com
  Complaint and Investigation Procedures for Accounting, Internal Accounting Controls, Fraud or
Auditing Matters
    58




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ITEM 11.
    
    EXECUTIVE COMPENSATION
 Summary Compensation Table
  
 All OtherStock Awards
    
    
    Option Awards
    
    
    CompensationName and Principal Position
    
    Year
    
    
    Salary ($)
    
    
    Bonus ($)(3)
    
    
    ($)
    
    
    ($)
    
    
    ($)(4)
    
    
    Total ($)Lawrence K. Cohen
    
    
    2010
    
    
    $
    385,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    1,215
    
    
    $
    386,215Principal Executive Officer
    
    
    2009
    
    
    $
    385,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    1,215
    
    
    $
    386,215James G. Stewart(1)
    
    
    2010
    
    
    $
    279,390
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    281
    
    
    $
    279,671Principal Financial Officer
    
    
    2009
    
    
    $
    325,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    1,125
    
    
    $
    326,125Karen S. Wright(2)
    
    
    2010
    
    
    $
    244,400
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    675
    
    
    $
    245,075Vice President, Controller
(Principal Financial
Officer)
    
    
    2009
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Rebecca. A. Taub
    
    
    2010
    
    
    $
    300,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    1,080
    
    
    $
    301,080Senior Vice President,
Research & Development
    
    
    2009
    
    
    $
    300,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    1,080
    
    
    $
    301,080
 
 Footnotes to Summary Compensation Table
 (1)
    
    During 2010, Mr. James G. Stewart served as the principal financial
officer from January 1, 2010 through March 31, 2010. Effective March
31, 2010, the employment of Mr. Stewart was terminated in connection
with the restructuring and reduction in workforce.(2)
    
    On April 30, 2010, Karen S. Wright was appointed as an executive
officer to serve as the principal financial officer of the Company
following the restructuring. As Ms. Wright was not an executive
officer of the Company in 2009, the table above does not include
compensation amounts for 2009.(3)
    
    A decision on performance bonus compensation earned in 2009 and 2010
has been deferred and therefore is not calculable as of March 1, 2011.
It is expected that a determination will be made on the amount of
performance bonus compensation earned in 2009 and 2010, if any, once
the Company is able to secure additional financing.(4)
    
    Represents the dollar value of: (i) any insurance premiums paid by the
Company with respect to life insurance in 2009 (and in parenthesis,
amounts paid in 2010), (ii) tax gross-up payments made by the Company
with respect to the restricted stock awards for 2010, (iii) Company
safe harbor contributions to the executive officers VIA
Pharmaceuticals, Inc. 401(k) Plan for 2010 and (iv) accrued vacation
and paid time off time paid by the Company in 2010: 
 Accrued VacationName
    
    401(k)
    
    
    Life Insurance
    
    
    Tax Gross-Up
    
    
    and Paid Time offLawrence K. Cohen
    
    $
    
    
    
    $
    1,215 (1,215
    )
    
    $
    
    
    
    $
    James G. Stewart
    
    $
    
    
    
    $
    1,125 (281
    )
    
    $
    
    
    
    $
    Karen S. Wright
    
    $
    7,350
    
    
    $
     (675
    )
    
    $
    
    
    
    $
    Rebecca. A. Taub
    
    $
    
    
    
    $
    1,080 (1,080
    )
    
    $
    
    
    
    $
    
 
  59




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##### Table of Contents



Narrative to Summary Compensation Table
  Base Salary
  Bonuses
  Equity Compensation
    Severance
  Change in Control Agreements
   60




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##### Table of Contents




    
    base salary payable over 24 months for Dr. Cohen and 12 months for 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 2010 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
    
    
    VestedLawrence K. Cohen
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    (1)
    
    
    0450,000
    (2)
    
    
    150,000
    
    
    $
    2.38
    
    
    
    12/17/2017
    
    
    
    
    
    
    
    154,166
    (3)
    
    
    30,834
    
    
    $
    3.48
    
    
    
    8/2/2017
    
    
    
    
    
    
    
    0
    (4)
    
    
    0
    
    
    $
    0.14
    
    
    
    9/8/2016
    
    
    
    
    
    
    
    111,516
    (5)
    
    
    0
    
    
    $
    0.03
    
    
    
    6/29/2015
    
    
    
    
    
    
    
    Karen S. Wright
    
    
    30,000
    (2)
    
    
    10,000
    
    
    $
    2.38
    
    
    
    12/17/2017
    
    
    
    
    
    
    
    7,750
    (3)
    
    
    1,550
    
    
    $
    3.48
    
    
    
    8/2/2017
    
    
    
    
    
    
    
    6,691
    (6)
    
    
    0
    
    
    $
    0.14
    
    
    
    9/8/2016
    
    
    
    
    
    
    
    0
    (7)
    
    
    0
    
    
    $
    0.14
    
    
    
    11/29/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    (9)
    
    $
    0Rebecca A. Taub
    
    
    171,354
    (8)
    
    
    63,646
    
    
    $
    2.90
    
    
    
    1/15/2018
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    (10)
    
    $
    0
 Footnotes to Outstanding Equity Awards at 2010 Fiscal Year End Table
 (1)
    
    Awarded 300,000 shares of restricted stock on December 17, 2008, of which 1/24th of the restricted stock vested 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, 2010, all of the shares of restricted stock
were vested.(2)
    
    1/48th of the shares vest on the 17th day of each month starting after December 17, 2007.(3)
    
    1/48th of the shares vest on the 2nd day of each month starting after August 2, 2007.(4)
    
    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, 2010, all shares were vested.(5)
    
    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.  61




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##### Table of Contents



(6)
    
    25% of the shares vested on September 8, 2006 (date of grant) and 1/18th of the shares vest on the 8th day of each
month starting after September 8, 2006.(7)
    
    31,596 shares of the Company were acquired upon early exercise of vested options by Ms. Wright and are subject to
repurchase by the Company upon termination of employment. 17,000 shares vested on November 29, 2007 and 1/48th of
the remaining shares vest on the last day of each month thereafter, subject to Ms. Wright continuing to be a
service provider through each such date. As of December 31, 2010, 25,803 shares were vested.(8)
    
    25% of the shares vested on January 14, 2009 and 1/48th of the shares vest on the 14th day of each month thereafter.(9)
    
    Awarded 30,000 shares of restricted stock on December 17, 2008, of which 1/24th of the restricted stock vested 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, 2010, all of the shares of restricted stock
were vested.(10)
    
    Awarded 125,000 shares of restricted stock on December 17, 2008, of which 1/24th of the restricted stock vested 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, 2010, all of the shares of restricted stock
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 March 1, 2011. Compensation of Directors
  Fees Earned orName
    
    Paid in Cash
    
    
    Option Awards(1)
    
    
    TotalMark N.K. Bagnall
    
    $
    38,000
    
    
    $
    0
    
    
    $
    38,000Fred B. Craves
    
    $
    0
    
    
    $
    0
    
    
    $
    0Douglass B. Given
    
    $
    0
    
    
    $
    0
    
    
    $
    0David T. Howard
    
    $
    38,500
    
    
    $
    0
    
    
    $
    38,500John R. Larson
    
    $
    25,000
    
    
    $
    0
    
    
    $
    25,000
 Footnote to Compensation of Directors Table
 (1)
    
    The aggregate number of options held by each director as of December
31, 2010 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.
   62




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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
    
    
    153,288,359
    (1)
    
    
    93.59
    %Lawrence K. Cohen, Ph.D.
    
    
    1,200,758
    (3)
    
    
    5.63
    %Directors and Named Executive Officers:Mark N.K. Bagnall
    
    
    35,575
    (2)
    
    
    *Lawrence K. Cohen, Ph.D.
    
    
    1,200,758
    (3)
    
    
    5.63
    %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)
    
    
    *Karen S. Wright
    
    
    112,375
    (7)
    
    
    *Rebecca A. Taub, M.D.
    
    
    348,437
    (8)
    
    
    1.68
    %All directors and named executive officers as a group (8 persons)
    
    
    1,910,932
    (9)
    
    
    8.81
    %
 
 *
    
    Less than 1%.  63




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##### Table of Contents



(1)
    
    The information included in the beneficial ownership table is based on a Schedule 13D/A filed by Bay City Capital LLC on
November 17, 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 $3,000,000 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 17,647,059 shares. In connection with the 2010 loan amendment 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 Additional Warrants) to purchase up to
an aggregate of 41,361,972 and 891,549 shares of the Companys Common Stock, respectively (collectively, the 2010 Additional
Warrant Shares), at an exercise price of $0.071 per share. The number of 2010 Additional Warrant Shares is equal to the
$3,000,000 maximum aggregate principal amount that may be borrowed under the 2010 loan amendment, divided by the $0.071 per
share exercise price of the 2010 Additional Warrants. The 2010 Additional Warrant Shares vest based on the amount of borrowings
under the amended and restated promissory notes issued under the 2010 Loan Amendment. Based on the $1,001,397 of borrowings,
14,104,183 2010 Additional Warrant Shares are vested and are exercisable as of December 31, 2010. At each subsequent closing,
the 2010 Additional Warrants will vest with respect to the additional amount borrowed by the Company. The 2010 Additional
Warrant Shares, to the extent they are vested and exercisable, are exercisable at any time until November 15, 2015. 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 approximately 22% 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.(2)
    
    Represents options to purchase 35,575 shares of Common Stock which are exercisable within 60 days of March 1, 2011.(3)
    
    Dr. Cohen was appointed President and Chief Executive Officer of the Company on June 5, 2007 following the consummation of the
Merger. The information included in the beneficial ownership table is based in part on a Schedule 13G filed by Dr. Cohen on
February 11, 2011. The share number includes options to purchase 781,098 shares of Common Stock which are exercisable within 60
days of March 1, 2011.(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 March 1, 2011.(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 March 1, 2011.(7)
    
    Ms. Wright was appointed Vice President, Controller (Principal Financial Officer) of the Company on April 30, 2010 following the
restructuring. The share number includes options to purchase 48,549 shares of Common Stock which are exercisable within 60 days
of March 1, 2011.(8)
    
    Dr. Taub was hired and appointed Senior Vice President, Research & Development on January 14, 2008. The share number includes
options to purchase 190,937 shares of Common Stock which are exercisable within 60 days of March 1, 2011.(9)
    
    Includes options to purchase 1,142,686 shares of Common Stock which are exercisable within 60 days of March 1, 2011.  64




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##### Table of Contents



ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Review and Approval of Related Party Transactions
  1.
    
    any person who is, or at any time since the beginning of the Companys last fiscal year
was, a director or executive officer of the Company or a nominee to become a director of the
Company;
 2.
    
    any person who is known to be the beneficial owner of more than 5% of any class of the
Companys voting securities;
 3.
    
    any immediate family member of any of the foregoing persons; and
 4.
    
    any firm, corporation or other entity in which any of the foregoing persons is employed
or is a general partner or principal or in a similar position or in which such person has a
5% or greater beneficial ownership interest.
   Related Party Transactions
 Baxter Healthcare Relationship
  Bay City Capital Relationship
    65




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##### Table of Contents



66




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##### Table of Contents



Director Independence
  
 ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
   67




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##### Table of Contents



Audit and Non Audit Fees
   Fiscal Year
    
    
    Fiscal Year2010
    
    
    2009Audit Fees
    
    $
    246,300
    
    
    $
    207,700Audit-Related Fees
    
    $
    
    
    
    $
    Tax Fees
    
    $
    41,690
    
    
    $
    All Other Fees
    
    $
    
    
    
    $
    Total
    
    $
    287,990
    
    
    $
    207,700
 Audit Fees Audit Fees
 Tax Fees 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
   68




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##### Table of Contents



PART IV
 
 ITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 Financial Statements and Financial Statement Schedules
  Report of Independent Registered Public Accounting Firm
    
    F-1Balance Sheets as of December 31, 2010 and 2009
    
    F-2Statements of Operations for the years ended December 31,
2010 and 2009, and for the period from inception (June 14, 2004) to
December 31, 2010
    
    F-3Statements of Stockholders Equity (Deficit) for the years
ended December 31, 2010, 2009, 2008, 2007 and for the period from
inception (June 14, 2004) to December 31, 2010
    
    F-4Statements of Cash Flow for the years ended December 31,
2010 and 2009, and for the period from inception (June 14, 2004) to
December 31, 2010
    
    F-5Notes to the Financial Statements
    
    F-6
 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)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)
 
  69




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##### Table of Contents



ExhibitNumber
    
    Description4.3
    
    
    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
    
    
    Warrant to Purchase Common Stock of VIA Pharmaceuticals, Inc. issued to Bay City Capital Fund IV Fund,
L.P., dated November 15, 2010 (filed as Exhibit 4.7 to the Form 10-Q filed on November 15, 2010 and
incorporated herein by reference)4.8
    
    
    Warrant to Purchase Common Stock of VIA Pharmaceuticals, Inc. issued to Bay City Capital Fund IV
Co-Investment Fund, L.P., dated November 15, 2010 (filed as Exhibit 4.8 to the Form 10-Q filed on
November 15, 2010 and incorporated herein by reference)4.9
    
    
    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)4.10
    
    
    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)4.11
    
    
    Amendment No. 2 to the Second Amended and Restated Registration Rights Agreement, dated as of November
15, 2010, by and among VIA Pharmaceuticals, Inc. and the parties named therein (filed as Exhibit 4.11
to the Form 10-Q filed on November 15, 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)10.10
    
    
    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)
  70




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##### Table of Contents



ExhibitNumber
    
    Description10.11
    
    
    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
    
    
    Promissory Note, dated as of October 29, 2010, by VIA Pharmaceuticals, Inc. and Bay City Capital Fund
IV, L.P. (filed as Exhibit 10.1 to the Form 8-K filed on November 4, 2010 and incorporated herein by
reference)10.14
    
    
    Omnibus Amendment, dated as of November 15, 2010 by and among VIA Pharmaceuticals, Inc., Bay City
Capital Fund IV, L.P., Bay City Capital Fund IV Co-Investment Fund, L.P., and Bay City Capital LLC
(filed as Exhibit 10.2 to the Form 10-Q filed on November 15, 2010 and incorporated herein by
reference)10.15
    
    
    Amended and Restated Promissory Note, dated as of November 15, 2010, by VIA Pharmaceuticals, Inc. and
payable to Bay City Capital Fund IV, L.P. (filed as Exhibit 10.3 to the Form 10-Q filed on November
15, 2010 and incorporated herein by reference)10.16
    
    
    Amended and Restated Promissory Note, dated as of November 15, 2010, by VIA Pharmaceuticals, Inc. and
payable to Bay City Capital Fund IV Co-Investment Fund, L.P. (filed as Exhibit 10.4 to the Form 10-Q
filed on November 15, 2010 and incorporated herein by reference)10.17
    
    
    Amendment to Amended and Restated Promissory Note, dated January 14, 2011, by VIA Pharmaceuticals, Inc. and
Bay City Capital Fund IV, L.P. (filed as Exhibit 10.1 to the Form 8-K filed on January 18, 2011 and incorporated
herein by reference)10.18
    
    
    Amendment to Amended and Restated Promissory Note, dated January 14, 2011, 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 January 18, 2011
and incorporated herein by reference)10.19
    *
    
    Second Amendment to Amended and Restated Promissory Note, dated March 24, 2011, by VIA Pharmaceuticals, Inc. and Bay City Capital Fund IV, L.P.10.20
    *
    
    Second Amendment to Amended and Restated Promissory Note, dated March 24, 2011, by VIA Pharmaceuticals, Inc. and Bay City Capital Fund IV Co-Investment Fund, L.P.10.21
    
    
    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)10.22
    
    
    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)10.23
    
    
    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)10.24
    
    
    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)10.25
    
    
    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)10.26
    
    
    Letter Agreement, dated as of October 13, 2006, by and between VIA Pharmaceuticals, Inc. and Karen S.
Wright (filed as Exhibit 10.1 to the Form 8-K filed on May 6, 2010 and incorporated herein by
reference)10.27
    
    
    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)10.28
    
    
    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)10.29
    
    
    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)10.30
    
    
    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)10.31
    
    
    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)10.32
    
    
    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)10.33
    
    
    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)10.34
    
    
    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)10.35
    
    
    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)
  71




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ExhibitNumber
    
    Description10.36
    
    
    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)10.37
    
    
    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)10.38
    
    
    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)10.39
    
    
    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)10.40
    
    
    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)10.41
    
    
    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)10.42
    
    
    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)10.43
    
    
    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.  72




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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
    
    March 24, 2011/s/ Karen S. Wright

Karen S. Wright
    
    Vice President, Controller
    
    March 24, 2011/s/ Douglass B. Given

Douglass B. Given
    
    Chairman of the Board of Directors
    
    March 24, 2011/s/ Mark N.K. Bagnall

Mark N.K. Bagnall
    
    Director
    
    March 24, 2011/s/ Fred B. Craves

Fred B. Craves
    
    Director
    
    March 24, 2011/s/ David T. Howard

David T. Howard
    
    Director
    
    March 24, 2011/s/ John R. Larson

John R. Larson
    
    Director
    
    March 24, 2011
  73




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
      
  F-1




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##### Table of Contents



VIA PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)
 
 BALANCE SHEETS
 December 31,
    
    
    December 31,2010
    
    
    2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    84,001
    
    
    $
    2,189,742Prepaid expenses and other current assets
    
    
    360,324
    
    
    
    155,361Total current assets
    
    
    444,325
    
    
    
    2,345,103Property and equipment-net
    
    
    23,357
    
    
    
    170,617Other non-current assets
    
    
    32,289
    
    
    
    40,374Total
    
    $
    499,971
    
    
    $
    2,556,094LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)Current liabilities:Accounts payable
    
    $
    793,534
    
    
    $
    705,887Accrued expenses and other liabilities
    
    
    1,297,838
    
    
    
    2,226,720Accrued restructuring costs
    
    
    104,675
    
    
    
    Interest payable  affiliate
    
    
    2,791,629
    
    
    
    789,041Notes payable  affiliate  net of
discount of $0 and $4,374 as of December
31, 2010 and 2009, respectively
    
    
    14,001,397
    
    
    
    9,995,626Total current liabilities
    
    
    18,989,073
    
    
    
    13,717,274Deferred rent
    
    
    8,400
    
    
    
    37,450Total liabilities
    
    
    18,997,473
    
    
    
    13,754,724Commitments and contingenciesShareholders equity (deficit):Common stock, $0.001 par value-200,000,000
shares authorized at December 31, 2010 and
December 31, 2009, respectively; 20,558,446
and 20,646,374 shares issued and
outstanding at December 31, 2010 and
December 31, 2009, respectively
    
    
    20,559
    
    
    
    20,646Preferred stock Series A, $0.001 par
value-5,000,000 shares authorized at
December 31, 2010 and December 31, 2009,
respectively; 0 shares issued and
outstanding at December 31, 2010 and
December 31, 2009, respectively
    
    
    
    
    
    
    Convertible preferred stock Series C,
$0.001 par value-17,000 shares authorized
at December 31, 2010 and December 31, 2009,
respectively; 2,000 shares issued and
outstanding at December 31, 2010 and
December 31, 2009, respectively;
liquidation preference of $2,000,000
    
    
    2
    
    
    
    2Additional paid-in capital
    
    
    72,687,817
    
    
    
    70,385,287Deficit accumulated in the development stage
    
    
    (91,205,880
    )
    
    
    (81,604,565
    )Total shareholders equity (deficit)
    
    
    (18,497,502
    )
    
    
    (11,198,630
    )Total
    
    $
    499,971
    
    
    $
    2,556,094
   F-2




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##### Table of Contents



VIA PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)
 
 STATEMENTS OF OPERATIONS
 Period fromJune 14, 2004Years Ended
    
    
    (Date of Inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,2010
    
    
    2009
    
    
    2010Revenue
    
    $
    
    
    
    $
    
    
    
    $
    Operating expenses:Research and development
    
    
    1,817,462
    
    
    
    6,055,215
    
    
    
    42,723,640General and administration
    
    
    4,096,520
    
    
    
    7,198,320
    
    
    
    33,142,573Merger transaction costs
    
    
    
    
    
    
    
    
    
    
    3,824,090Restructuring costs
    
    
    106,959
    
    
    
    
    
    
    
    106,959Total operating expenses
    
    
    6,020,941
    
    
    
    13,253,535
    
    
    
    79,797,262Operating loss
    
    
    (6,020,941
    )
    
    
    (13,253,535
    )
    
    
    (79,797,262
    )Other income (expense):Interest income
    
    
    
    
    
    
    
    
    
    
    914,628Interest expense
    
    
    (3,562,483
    )
    
    
    (7,733,390
    )
    
    
    (12,300,966
    )Other income (expense)-net
    
    
    (17,891
    )
    
    
    8,601
    
    
    
    (22,280
    )Total other income (expense)
    
    
    (3,580,374
    )
    
    
    (7,724,789
    )
    
    
    (11,408,618
    )Net Loss
    
    $
    (9,601,315
    )
    
    $
    (20,978,324
    )
    
    $
    (91,205,880
    )Loss per share of common stock-basic and diluted
    
    $
    (0.47
    )
    
    $
    (1.05
    )Weighted average shares outstanding-basic and diluted
    
    
    20,398,472
    
    
    
    19,939,848
   F-3




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##### Table of Contents



VIA PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)
 
 STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
 For the Period June 14, 2004 (Date of Inception) To December 31, 2010
 DeficitPreferred
    
    
    Preferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Accumulated
    
    
    AccumulatedSeries A
    
    
    Series C
    
    
    Common Stock
    
    
    Treasury Stock
    
    
    Additional
    
    
    Deferred
    
    
    in the
    
    
    Other
    
    
    Total
    
    
    TotalShares
    
    
    
    
    
    
    Shares
    
    
    
    
    
    
    Shares
    
    
    
    
    
    
    Shares
    
    
    
    
    
    
    Paid-in
    
    
    Stock
    
    
    Development
    
    
    Comprehensive
    
    
    Stockholders
    
    
    ComprehensiveIssued
    
    
    Amount
    
    
    Issued
    
    
    Amount
    
    
    Issued
    
    
    Amount
    
    
    Issued
    
    
    Amount
    
    
    Capital
    
    
    Compensation
    
    
    Stage
    
    
    Income
    
    
    Equity (Deficit)
    
    
    Income (Loss)BALANCE  June 14, 2004 (date of inception)
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Issuance of common stock  net of issuance
costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    371,721
    
    
    
    1,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,000
    
    
    
    Stock-based compensation  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,360
    
    
    
    (4,675
    )
    
    
    
    
    
    
    
    
    
    
    1,685
    
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,084,924
    )
    
    
    
    
    
    
    (1,084,924
    )
    
    
    BALANCE  December 31, 2004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    371,721
    
    
    
    1,000
    
    
    
    
    
    
    
    
    
    
    
    6,360
    
    
    
    (4,675
    )
    
    
    (1,084,924
    )
    
    
    
    
    
    
    (1,082,239
    )
    
    
    Issuance of common stock  net of issuance
costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37,172
    
    
    
    100
    
    
    
    
    
    
    
    
    
    
    
    900
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,000
    
    
    
    Exercise of common stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,965
    
    
    
    30
    
    
    
    
    
    
    
    
    
    
    
    266
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    296
    
    
    
    Stock-based compensation  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,124
    
    
    
    4,568
    
    
    
    
    
    
    
    
    
    
    
    5,692
    
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,804,220
    )
    
    
    
    
    
    
    (8,804,220
    )
    
    
    BALANCE  December 31, 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    419,858
    
    
    
    1,130
    
    
    
    
    
    
    
    
    
    
    
    8,650
    
    
    
    (107
    )
    
    
    (9,889,144
    )
    
    
    
    
    
    
    (9,879,471
    )
    
    
    Exercise of common stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,181
    
    
    
    67
    
    
    
    
    
    
    
    
    
    
    
    1,360
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,427
    
    
    
    Issuance of series A preferred stock
    
    
    3,234,900
    
    
    
    8,703
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,174,797
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,183,500
    
    
    
    Stock-based compensation  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    107
    
    
    
    
    
    
    
    
    
    
    
    107
    
    
    
    Stock based compensation  stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    434,837
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    434,837
    
    
    
    Unrealized gain from foreign currency hedges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,582
    
    
    
    12,582
    
    
    
    12,582Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,626,887
    )
    
    
    
    
    
    
    (8,626,887
    )
    
    
    (8,626,887
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (8,614,305
    )BALANCE  December 31, 2006
    
    
    3,234,900
    
    
    $
    8,703
    
    
    
    
    
    
    $
    
    
    
    
    445,039
    
    
    $
    1,197
    
    
    
    
    
    
    $
    
    
    
    $
    12,619,644
    
    
    $
    
    
    
    $
    (18,516,031
    )
    
    $
    12,582
    
    
    $
    (5,873,905
    )Issuance of common stock  net of issuance
costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,288,065
    
    
    
    10,288
    
    
    
    
    
    
    
    
    
    
    
    23,130,072
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,140,360
    
    
    
    Exercise of common stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    317,369
    
    
    
    854
    
    
    
    
    
    
    
    
    
    
    
    41,469
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42,323
    
    
    
    Repurchase and retirement of common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (42,283
    )
    
    
    (95
    )
    
    
    
    
    
    
    
    
    
    
    (5,654
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,749
    )
    
    
    Issuance of series A preferred stock
    
    
    3,540,435
    
    
    
    9,524
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,324,698
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,334,222
    
    
    
    Merger
    
    
    (6,775,335
    )
    
    
    (18,227
    )
    
    
    2,000
    
    
    
    2
    
    
    
    8,699,067
    
    
    
    7,463
    
    
    
    (2,014
    )
    
    
    (10,276
    )
    
    
    10,818,077
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,797,039
    
    
    
    Stock-based compensation  warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,954
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,954
    
    
    
    Stock based compensation  stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    926,574
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    926,574
    
    
    
    Unrealized gain from foreign currency hedges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,302
    
    
    
    4,302
    
    
    
    4,302Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21,835,382
    )
    
    
    
    
    
    
    (21,835,382
    )
    
    
    (21,835,382
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (21,831,080
    )BALANCE  December 31, 2007
    
    
    
    
    
    $
    
    
    
    
    2,000
    
    
    $
    2
    
    
    
    19,707,257
    
    
    $
    19,707
    
    
    
    (2,014
    )
    
    $
    (10,276
    )
    
    $
    60,876,834
    
    
    $
    
    
    
    $
    (40,351,413
    )
    
    $
    16,884
    
    
    $
    20,551,738Exercise of common stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,711
    
    
    
    33
    
    
    
    
    
    
    
    
    
    
    
    2,247
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,280
    
    
    
    Repurchase and retirement of treasury stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,014
    
    
    
    10,276
    
    
    
    (10,276
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of restricted common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    852,750
    
    
    
    853
    
    
    
    
    
    
    
    
    
    
    
    1674
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,527
    
    
    
    Stock-based compensation  warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,525
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,525
    
    
    
    Stock based compensation  stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,251,526
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,251,526
    
    
    
    Unrealized gain from foreign currency hedges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,884
    )
    
    
    (16,884
    )
    
    
    (16,884
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,274,828
    )
    
    
    
    
    
    
    (20,274,828
    )
    
    
    (20,274,828
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (20,291,712
    )BALANCE  December 31, 2008
    
    
    
    
    
    $
    
    
    
    
    2,000
    
    
    $
    2
    
    
    
    20,592,718
    
    
    $
    20,593
    
    
    
    
    
    
    $
    
    
    
    $
    62,169,530
    
    
    $
    
    
    
    $
    (60,626,241
    )
    
    $
    
    
    
    $
    1,563,884Exercise of common stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    57,615
    
    
    
    57
    
    
    
    
    
    
    
    
    
    
    
    1,875
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,932
    
    
    
    Retirement of restricted common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,959
    )
    
    
    (4
    )
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation  restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    63,389
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    63,389
    
    
    
    Stock based compensation  stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,201,766
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,201,766
    
    
    
    Issuance of warrants  affiliate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,948,723
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,948,723
    
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,978,324
    )
    
    
    
    
    
    
    (20,978,324
    )
    
    
    (20,978,324
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (20,978,324
    )BALANCE  December 31, 2009
    
    
    
    
    
    $
    
    
    
    
    2,000
    
    
    $
    2
    
    
    
    20,646,374
    
    
    $
    20,646
    
    
    
    
    
    
    $
    
    
    
    $
    70,385,287
    
    
    $
    
    
    
    $
    (81,604,565
    )
    
    $
    
    
    
    $
    (11,198,630
    )Exercise of common stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43,057
    
    
    
    43
    
    
    
    
    
    
    
    
    
    
    
    1,249
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,292
    
    
    
    Purchase & retirement of common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,451
    )
    
    
    (5
    )
    
    
    
    
    
    
    
    
    
    
    (758
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (763
    )
    
    
    Retirement of restricted common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (125,534
    )
    
    
    (125
    )
    
    
    
    
    
    
    
    
    
    
    125
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation  restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42,572
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42,572
    
    
    
    Stock based compensation  stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    705,218
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    705,218
    
    
    
    Issuance of warrants  affiliate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,554,124
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,554,124
    
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,601,315
    )
    
    
    
    
    
    
    (9,601,315
    )
    
    
    (9,601,315
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (9,601,315
    )BALANCE  December 31, 2010
    
    
    
    
    
    $
    
    
    
    
    2,000
    
    
    $
    2
    
    
    
    20,558,446
    
    
    $
    20,559
    
    
    
    
    
    
    $
    
    
    
    $
    72,687,817
    
    
    $
    
    
    
    $
    (91,205,880
    )
    
    $
    
    
    
    $
    (18,497,502
    )
   F-4




---



##### Table of Contents



VIA PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)
 
 STATEMENTS OF CASH FLOWS
 Period fromJune 14, 2004Years Ended
    
    
    (Date of Inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,2010
    
    
    2009
    
    
    2010Cash flows from operating activities:Net loss
    
    $
    (9,601,315
    )
    
    $
    (20,978,324
    )
    
    $
    (91,205,880
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    74,882
    
    
    
    136,360
    
    
    
    604,755Amortization of discount on notes payable  affiliate
    
    
    1,558,498
    
    
    
    6,944,349
    
    
    
    8,502,847Excess facility lease costs  net
    
    
    104,675
    
    
    
    
    
    
    
    104,675Disposal of property and equipment
    
    
    72,378
    
    
    
    450
    
    
    
    76,991Stock compensation expense
    
    
    747,790
    
    
    
    1,265,155
    
    
    
    4,705,372Deferred rent
    
    
    (29,050
    )
    
    
    6,813
    
    
    
    8,400Changes in assets and liabilities:Prepaid expenses and other assets
    
    
    (196,878
    )
    
    
    448,719
    
    
    
    (417,613
    )Accounts payable
    
    
    87,647
    
    
    
    (47,937
    )
    
    
    790,045Accrued expenses and other liabilities
    
    
    (928,882
    )
    
    
    (425,738
    )
    
    
    1,397,839Interest payable  affiliate
    
    
    2,003,985
    
    
    
    789,041
    
    
    
    3,785,748Net cash used in operating activities
    
    
    (6,106,270
    )
    
    
    (11,861,112
    )
    
    
    (71,646,821
    )Cash flows from investing activities:Purchase of property and equipment
    
    
    
    
    
    
    (16,155
    )
    
    
    (664,175
    )Sale of property and equipment
    
    
    
    
    
    
    532
    
    
    
    532Cash provided in the Merger
    
    
    
    
    
    
    
    
    
    
    11,147,160Capitalized merger transaction costs
    
    
    
    
    
    
    
    
    
    
    (350,069
    )Net cash provided by (used in) investing activities
    
    
    
    
    
    
    (15,623
    )
    
    
    10,133,448Cash flows from financing activities:Proceeds from convertible promissory notes  affiliate
    
    
    
    
    
    
    
    
    
    
    24,425,000Proceeds from notes payable  affiliate
    
    
    4,000,000
    
    
    
    10,000,000
    
    
    
    14,000,000Capital lease payments
    
    
    
    
    
    
    
    
    
    
    (11,973
    )Issuance of common stock
    
    
    
    
    
    
    
    
    
    
    23,141,360Exercise of stock options for the issuance of common stock
    
    
    1,292
    
    
    
    1,932
    
    
    
    49,550Repurchase and retirement of common stock
    
    
    (763
    )
    
    
    
    
    
    
    (6,563
    )Net cash provided by financing activities
    
    
    4,000,529
    
    
    
    10,001,932
    
    
    
    61,597,374Increase (decrease) in cash and cash equivalents
    
    
    (2,105,741
    )
    
    
    (1,874,803
    )
    
    
    84,001Cash and cash equivalents-beginning of period
    
    
    2,189,742
    
    
    
    4,064,545
    
    
    
    Cash and cash equivalents-end of period
    
    $
    84,001
    
    
    $
    2,189,742
    
    
    $
    84,001Supplemental disclosure of noncash activities:Issuance of warrant and related discount on notes payable  affiliate
    
    $
    1,554,124
    
    
    $
    6,948,723
    
    
    $
    8,502,847Interest on convertible debt converted to notes payable  affiliate
    
    $
    
    
    
    $
    
    
    
    $
    992,722Interest on debt converted to notes payable  affiliate
    
    $
    1,397
    
    
    $
    
    
    
    $
    1,397Conversion of notes to preferred stock Series A  affiliate
    
    $
    
    
    
    $
    
    
    
    $
    25,517,722Accrued compensation converted to notes payable
    
    $
    
    
    
    $
    
    
    
    $
    100,000Equipment acquired under capital lease
    
    $
    
    
    
    $
    
    
    
    $
    Stock issuance for license acquisition
    
    $
    
    
    
    $
    
    
    
    $
    1,000Supplemental disclosure of cash flow information:Interest paid
    
    $
    
    
    
    $
    
    
    
    $
    7,856Taxes paid (refunded)
    
    $
    (548
    )
    
    $
    (2,834
    )
    
    $
    36,067
   F-5




---



##### Table of Contents



VIA PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)
 
 NOTES TO THE FINANCIAL STATEMENTS
 1. ORGANIZATION
 Overview 
   Merger 
 
 Going
Concern Uncertainty 
  
    
    terminate or delay clinical trials or studies of VIA-3196 and the DGAT1 compounds;
 
    
    terminate or delay the preclinical development of one or more of its other preclinical
candidates;
 
    
    curtail its licensing activities that are designed to identify molecular targets and
small molecules for treating cardiovascular disease;
 
    
    relinquish rights to product candidates, development programs, or discovery development
programs that it may otherwise seek to develop or commercialize on its own; and
    
    delay, reduce the scope of, or eliminate one or more of its research and development
programs, or ultimately cease operations.




F-6



---



##### Table of Contents



F-7




---



##### Table of Contents



F-8




---



##### Table of Contents



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Use of Estimates 
 Cash and Cash Equivalents 
 Property and Equipment 
 Long-Lived Assets 
 Incentive Award Accruals 
 Research and Development Expenses 
   F-9




---



##### Table of Contents



Fair Value of Financial and Derivative Instruments 
 
    
    Level 1  Quoted prices in active markets for identical assets or liabilities.
 
    
    Level 2  Inputs other than quoted prices included in Level 1, such as quoted prices for
similar assets and liabilities in active markets; quoted prices for identical or similar
assets and liabilities in markets that are not active; or other inputs that are observable
or can be corroborated by observable market data.
 
    
    Level 3  Unobservable inputs that are supported by little or no market activity and
that are significant to the fair value of the assets or liabilities. This includes certain
pricing models, discounted cash flow methodologies and similar techniques that use
significant unobservable inputs.
  
    
    Derivative financial instruments indexed to and potentially settled in a companys own
stock;
 
    
    Accounting for derivative instruments and hedging activities; and
 
    
    Accounting for convertible debt and debt issued with stock purchase warrants.
   
    
    Derivative financial instruments indexed to and potentially settled in a companys own
stock;
 
    
    Accounting for derivative instruments and hedging activities; and
 
    
    Accounting for convertible debt and debt issued with stock purchase warrants.
   F-10




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##### Table of Contents




    
    Derivative financial instruments indexed to and potentially settled in a companys own
stock;
 
    
    Accounting for derivative instruments and hedging activities; and
 
    
    Accounting for convertible debt and debt issued with stock purchase warrants.
  Changes in Level 3 Recurring Fair Value Measurements 
 As ofDecember 31,2010Fair value  December 31, 2009
    
    $
    6,948,723Warrants (1)
    
    
    1,554,124Change in unrealized gains related to financial instruments at December 31, 2010 (2)
    
    
    Fair value  December 31, 2010
    
    $
    8,502,847Total unrealized gains (losses) (2)
    
    $
    
 
 (1)
    
    The Warrants are included in additional paid in capital in the Stockholders Equity section
of the Balance Sheet.(2)
    
    The Warrants are not revalued at the reporting dates and do not result in gains and losses. Income Taxes 
 Segment Reporting 
  F-11




---



##### Table of Contents



Earnings (Loss) Per Share of Common Stock 
  Years EndedDecember 31,
    
    
    December 31,2010
    
    
    2009Net loss
    
    $
    (9,601,315
    )
    
    $
    (20,978,324
    )Basic and diluted net loss per share: Weighted-average shares of common stock outstanding
    
    
    20,574,957
    
    
    
    20,634,380Less: Weighted-average shares of common stock subject to repurchase
    
    
    (176,485
    )
    
    
    (694,532
    )Weighted-average shares used in computing basic net loss per share
    
    
    20,398,472
    
    
    
    19,939,848Dilutive effect of common share equivalents
    
    
    
    
    
    
    Weighted-average shares used in computing diluted net loss per share
    
    
    20,398,472
    
    
    
    19,939,848Basic and diluted net loss per share
    
    $
    (0.47
    )
    
    $
    (1.05
    )
  As ofDecember 31,
    
    
    December 31,2010
    
    
    2009Common stock equivalents (in shares):Shares of common stock subject to outstanding options
    
    
    1,847,588
    
    
    
    2,740,686Shares of common stock subject to outstanding warrants
    
    
    143,297,261
    
    
    
    83,403,348Shares of common stock subject to conversion from series C preferred stock
    
    
    13,986,013
    
    
    
    Total shares of common stock equivalents
    
    
    159,130,862
    
    
    
    86,144,034
  Comprehensive Income (Loss) 
  Years EndedDecember 31,
    
    
    December 31,2010
    
    
    2009Net loss
    
    $
    (9,601,315
    )
    
    $
    (20,978,324
    )Change in unrealized gain on foreign currency cash flow hedges
    
    
    
    
    
    
    Total comprehensive loss
    
    $
    (9,601,315
    )
    
    $
    (20,978,324
    )
  F-12




---



##### Table of Contents



Derivative Instruments 
  New Accounting Pronouncements 
  3. STOCK-BASED COMPENSATION
     F-13




---



##### Table of Contents



Years EndedDecember 31,
    
    
    December 31,2010
    
    
    2009Expected life from grant date
    
    
    6.59  6.96
    
    
    
    6.08  7.96Expected volatility
    
    
    115%  116
    %
    
    
    105%  114
    %Risk free interest rate
    
    
    2.56%  2.70
    %
    
    
    2.89%  3.07
    %Dividend yield
    
    
    
    
    
    
    
  Period fromJune 14, 2004Years Ended
    
    
    (Date of Inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,2010
    
    
    2009
    
    
    2010Research and development expense
    
    $
    163,612
    
    
    $
    260,226
    
    
    $
    1,243,038General and administrative expense
    
    
    541,606
    
    
    
    941,540
    
    
    
    3,346,468Total
    
    $
    705,218
    
    
    $
    1,201,766
    
    
    $
    4,589,506
   F-14




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##### Table of Contents



Period fromJune 14, 2004Years Ended
    
    
    (Date of Inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,2010
    
    
    2009
    
    
    2010Research and development expense
    
    $
    13,675
    
    
    $
    15,734
    
    
    $
    30,043General and administrative expense
    
    
    28,897
    
    
    
    47,655
    
    
    
    78,445Total
    
    $
    42,572
    
    
    $
    63,389
    
    
    $
    108,488
  4. RESEARCH AND DEVELOPMENT
   Period fromJune 14, 2004Years Ended
    
    
    (Date of Inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,2010
    
    
    2009
    
    
    2010Externally generated research and development expense
    
    $
    361,725
    
    
    $
    3,639,215
    
    
    $
    29,066,916Internally generated research and development expense
    
    
    1,455,737
    
    
    
    2,416,000
    
    
    
    13,656,724Total
    
    $
    1,817,462
    
    
    $
    6,055,215
    
    
    $
    42,723,640
  Period fromJune 14, 2004Years Ended
    
    
    (Date of Inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,2010
    
    
    2009
    
    
    2010Externally generated research and development expenseIn-licensing expenses
    
    $
    
    
    
    $
    400,000
    
    
    $
    5,270,000CRO and investigator expenses
    
    
    21,068
    
    
    
    1,090,115
    
    
    
    10,770,407Consulting expenses
    
    
    181,088
    
    
    
    1,120,131
    
    
    
    6,599,757Qualifying therapeutic discovery grant
    
    
    (138,640
    )
    
    
    
    
    
    
    (138,640
    )Other
    
    
    298,209
    
    
    
    1,028,969
    
    
    
    6,565,392Total
    
    $
    361,725
    
    
    $
    3,639,215
    
    
    $
    29,066,916
  F-15




---



##### Table of Contents



Period fromJune 14, 2004Years Ended
    
    
    (Date of Inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,2010
    
    
    2009
    
    
    2010Internally generated research and development expensePersonnel and related expenses
    
    $
    1,051,915
    
    
    $
    1,693,205
    
    
    $
    9,559,074Stock-based compensation expense
    
    
    177,287
    
    
    
    275,961
    
    
    
    1,273,081Travel and entertainment expense
    
    
    63,737
    
    
    
    170,249
    
    
    
    1,219,356Qualifying therapeutic discovery grant
    
    
    (105,839
    )
    
    
    
    
    
    
    (105,839
    )Other
    
    
    268,637
    
    
    
    276,585
    
    
    
    1,711,052Total
    
    $
    1,455,737
    
    
    $
    2,416,000
    
    
    $
    13,656,724
 5. PROPERTY AND EQUIPMENT
  Years EndedDecember 31,
    
    
    December 31,2010
    
    
    2009Property and equipment at cost:Computer equipment and software
    
    $
    281,822
    
    
    $
    308,467Furniture and fixtures
    
    
    113,363
    
    
    
    113,363Office equipment
    
    
    21,048
    
    
    
    38,282Leasehold Improvements
    
    
    24,794
    
    
    
    129,740Total property and equipment at cost
    
    
    441,027
    
    
    
    589,852Less: accumulated depreciation
    
    
    (417,670
    )
    
    
    (419,235
    )Total
    
    $
    23,357
    
    
    $
    170,617
  Period fromJune 14, 2004Years Ended
    
    
    (Date of Inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,2010
    
    
    2009
    
    
    2010Research and development expense
    
    $
    12,980
    
    
    $
    22,292
    
    
    $
    144,908General and administrative expense
    
    
    61,902
    
    
    
    114,068
    
    
    
    433,847Total
    
    $
    74,882
    
    
    $
    136,360
    
    
    $
    578,755
 6. NOTES PAYABLE AFFILIATES
  December 31,
    
    
    December 31,2010
    
    
    2009Issued March 12, 2009  18%  due April 1, 2010 (2009 Loan Agreement)
    
    $
    10,000,000
    
    
    $
    10,000,000Less: Unamortized discount
    
    
    
    
    
    
    (4,374
    )Balance
    
    $
    10,000,000
    
    
    $
    9,995,626Issued March 26, 2010  15%  due December 31, 2010 (2010 Loan Agreement)
    
    $
    3,000,000
    
    
    $
    Less: Unamortized discount
    
    
    
    
    
    
    Balance
    
    $
    3,000,000
    
    
    $
    Issued November 15, 2010  15%  due December 31, 2010 (2010 Loan Amendment)
    
    $
    1,001,397
    
    
    $
    Less: Unamortized discount
    
    
    
    
    
    
    Balance
    
    $
    1,001,397
    
    
    $
    Total
    
    $
    14,001,397
    
    
    $
    9,995,626
  F-16




---



##### Table of Contents



Notes Payable Issued March 12, 2009  due April 1, 2010 (2009 Loan Agreement)
    .
  Period fromJune 14, 2004Years Ended
    
    
    (date of inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,March 12, 2009 Borrowing
    
    2010
    
    
    2009
    
    
    2010Interest expense
    
    $
    345,206
    
    
    $
    242,466
    
    
    $
    587,672Discount amortization
    
    
    36
    
    
    
    900,008
    
    
    
    900,044Total
    
    $
    345,242
    
    
    $
    1,142,474
    
    
    $
    1,487,716
  F-17




---



##### Table of Contents



March 12, 2009Expected life from grant date  in years
    
    
    5.0Expected volatility
    
    
    116.79
    %Risk free interest rate
    
    
    2.10
    %Dividend yield
    
    
    
   Period fromJune 14, 2004Years Ended
    
    
    (date of inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,May 19, 2009 Borrowing
    
    2010
    
    
    2009
    
    
    2010Interest expense
    
    $
    345,206
    
    
    $
    186,575
    
    
    $
    531,781Discount amortization
    
    
    96
    
    
    
    1,532,796
    
    
    
    1,532,892Total
    
    $
    345,302
    
    
    $
    1,719,371
    
    
    $
    2,064,673
  May 19, 2009Expected life from grant date  in years
    
    
    4.81Expected volatility
    
    
    108.63
    %Risk free interest rate
    
    
    2.05
    %Dividend yield
    
    
    
   F-18




---



##### Table of Contents



Period fromJune 14, 2004Years Ended
    
    
    (date of inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,June 29, 2009 Borrowing
    
    2010
    
    
    2009
    
    
    2010Interest expense
    
    $
    345,205
    
    
    $
    152,877
    
    
    $
    498,082Discount amortization
    
    
    157
    
    
    
    1,625,778
    
    
    
    1,625,935Total
    
    $
    345,362
    
    
    $
    1,778,655
    
    
    $
    2,124,017
  June 29, 2009Expected life from grant date  in years
    
    
    4.7Expected volatility
    
    
    112.03
    %Risk free interest rate
    
    
    2.40
    %Dividend yield
    
    
    
   Period fromJune 14, 2004Years Ended
    
    
    (date of inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,August 14, 2009 Borrowing
    
    2010
    
    
    2009
    
    
    2010Interest expense
    
    $
    345,205
    
    
    $
    115,069
    
    
    $
    460,274Discount amortization
    
    
    329
    
    
    
    1,372,712
    
    
    
    1,373,041Total
    
    $
    345,534
    
    
    $
    1,487,781
    
    
    $
    1,833,315
  August 14, 2009Expected life from grant date  in years
    
    
    4.58Expected volatility
    
    
    115.22
    %Risk free interest rate
    
    
    2.32
    %Dividend yield
    
    
    
  F-19




---



##### Table of Contents



Period fromJune 14, 2004Years Ended
    
    
    (date of inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,September 11, 2009 Borrowing
    
    2010
    
    
    2009
    
    
    2010Interest expense
    
    $
    345,205
    
    
    $
    92,054
    
    
    $
    437,259Discount amortization
    
    
    3,756
    
    
    
    1,513,055
    
    
    
    1,516,811Total
    
    $
    348,961
    
    
    $
    1,605,109
    
    
    $
    1,954,070
  September 11, 2009Expected life from grant date  in years
    
    
    4.50Expected volatility
    
    
    115.41
    %Risk free interest rate
    
    
    2.07
    %Dividend yield
    
    
    
  Period fromJune 14, 2004Years Ended
    
    
    (date of inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,2010
    
    
    2009
    
    
    2010Interest expense
    
    $
    1,726,027
    
    
    $
    789,041
    
    
    $
    2,515,068Discount amortization
    
    
    4,374
    
    
    
    6,944,349
    
    
    
    6,948,723Total
    
    $
    1,730,401
    
    
    $
    7,733,390
    
    
    $
    9,463,791
  Notes Payable Issued March 26, 2010  15%  due December 31, 2010 (2010 Loan Agreement)
    F-20




---



##### Table of Contents



Period fromJune 14, 2004Years Ended
    
    
    (date of inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,March 29, 2010 Borrowing
    
    2010
    
    
    2009
    
    
    2010Interest expense
    
    $
    142,808
    
    
    $
    
    
    
    $
    142,808Discount amortization
    
    
    524,496
    
    
    
    
    
    
    
    524,496Total
    
    $
    667,304
    
    
    $
    
    
    
    $
    667,304
  March 29, 2010Expected life from grant date  in years
    
    
    4.99Expected volatility
    
    
    119.82
    %Risk free interest rate
    
    
    2.60
    %Dividend yield
    
    
    
   F-21




---



##### Table of Contents



Period fromJune 14, 2004Years Ended
    
    
    (date of inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,May 26, 2010 Borrowing
    
    2010
    
    
    2009
    
    
    2010Interest expense
    
    $
    9,041
    
    
    $
    
    
    
    $
    9,041Discount amortization
    
    
    41,621
    
    
    
    
    
    
    
    41,621Total
    
    $
    50,662
    
    
    $
    
    
    
    $
    50,662
  May 26, 2010Expected life from grant date  in years
    
    
    4.83Expected volatility
    
    
    119.48
    %Risk free interest rate
    
    
    1.99
    %Dividend yield
    
    
    
   Period fromJune 14, 2004Years Ended
    
    
    (date of inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,June 4, 2010 Borrowing
    
    2010
    
    
    2009
    
    
    2010Interest expense
    
    $
    17,343
    
    
    $
    
    
    
    $
    17,343Discount amortization
    
    
    66,928
    
    
    
    
    
    
    
    66,928Total
    
    $
    84,271
    
    
    $
    
    
    
    $
    84,271
  June 4, 2010Expected life from grant date  in years
    
    
    4.81Expected volatility
    
    
    119.88
    %Risk free interest rate
    
    
    1.90
    %Dividend yield
    
    
    
   F-22




---



##### Table of Contents



Period fromJune 14, 2004Years Ended
    
    
    (date of inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,June 29, 2010 Borrowing
    
    2010
    
    
    2009
    
    
    2010Interest expense
    
    $
    22,932
    
    
    $
    
    
    
    $
    22,932Discount amortization
    
    
    92,935
    
    
    
    
    
    
    
    92,935Total
    
    $
    115,867
    
    
    $
    
    
    
    $
    115,867
  June 29, 2010Expected life from grant date  in years
    
    
    4.74Expected volatility
    
    
    120.12
    %Risk free interest rate
    
    
    1.68
    %Dividend yield
    
    
    
   Period fromJune 14, 2004Years Ended
    
    
    (date of inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,July 15, 2010 Borrowing
    
    2010
    
    
    2009
    
    
    2010Interest expense
    
    $
    6,986
    
    
    $
    
    
    
    $
    6,986Discount amortization
    
    
    22,902
    
    
    
    
    
    
    
    22,902Total
    
    $
    29,888
    
    
    $
    
    
    
    $
    29,888
  July 15, 2010Expected life from grant date  in years
    
    
    4.70Expected volatility
    
    
    120.71
    %Risk free interest rate
    
    
    1.64
    %Dividend yield
    
    
    
  F-23




---



##### Table of Contents



Period fromJune 14, 2004Years Ended
    
    
    (date of inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,July 27, 2010 Borrowing
    
    2010
    
    
    2009
    
    
    2010Interest expense
    
    $
    48,699
    
    
    $
    
    
    
    $
    48,699Discount amortization
    
    
    192,745
    
    
    
    
    
    
    
    192,745Total
    
    $
    241,444
    
    
    $
    
    
    
    $
    241,444
  July 27, 2010Expected life from grant date  in years
    
    
    4.66Expected volatility
    
    
    120.64
    %Risk free interest rate
    
    
    1.69
    %Dividend yield
    
    
    
   Period fromJune 14, 2004Years Ended
    
    
    (date of inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,September 28, 2010 Borrowing
    
    2010
    
    
    2009
    
    
    2010Interest expense
    
    $
    11,712
    
    
    $
    
    
    
    $
    11,712Discount amortization
    
    
    106,599
    
    
    
    
    
    
    
    106,599Total
    
    $
    118,311
    
    
    $
    
    
    
    $
    118,311
  F-24




---



##### Table of Contents



September 28, 2010Expected life from grant date  in years
    
    
    4.49Expected volatility
    
    
    123.90
    %Risk free interest rate
    
    
    1.09
    %Dividend yield
    
    
    
  Period fromJune 14, 2004Years Ended
    
    
    (date of inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,2010
    
    
    2009
    
    
    2010Interest expense
    
    $
    259,521
    
    
    $
    
    
    
    $
    259,521Discount amortization
    
    
    1,048,226
    
    
    
    
    
    
    
    1,048,226Total
    
    $
    1,307,747
    
    
    $
    
    
    
    $
    1,307,747
  Notes Payable Issued November 15, 2010  15%  due December 31, 2010 (2010 Loan Amendment)
     F-25




---



##### Table of Contents



Period fromJune 14, 2004Years Ended
    
    
    (date of inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,November 15, 2010 Borrowing
    
    2010
    
    
    2009
    
    
    2010Interest expense
    
    $
    3,889
    
    
    $
    
    
    
    $
    3,889Discount amortization
    
    
    90,722
    
    
    
    
    
    
    
    90,722Total
    
    $
    94,611
    
    
    $
    
    
    
    $
    94,611
  November 15, 2010Expected life from grant date  in years
    
    
    5.00Expected volatility
    
    
    121.67
    %Risk free interest rate
    
    
    1.51
    %Dividend yield
    
    
    
   Period fromJune 14, 2004Years Ended
    
    
    (date of inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,November 22, 2010 Borrowing
    
    2010
    
    
    2009
    
    
    2010Interest expense
    
    $
    13,151
    
    
    $
    
    
    
    $
    13,151Discount amortization
    
    
    415,176
    
    
    
    
    
    
    
    415,176Total
    
    $
    428,327
    
    
    $
    
    
    
    $
    428,327
  F-26




---



##### Table of Contents



November 22, 2010Expected life from grant date  in years
    
    
    4.98Expected volatility
    
    
    121.57
    %Risk free interest rate
    
    
    1.43
    %Dividend yield
    
    
    
  Period fromJune 14, 2004Years Ended
    
    
    (date of inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,2010
    
    
    2009
    
    
    2010Interest expense
    
    $
    17,040
    
    
    $
    
    
    
    $
    17,040Discount amortization
    
    
    505,898
    
    
    
    
    
    
    
    505,898Total
    
    $
    522,938
    
    
    $
    
    
    
    $
    522,938
   Period fromJune 14, 2004Years Ended
    
    
    (date of inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,2010
    
    
    2009
    
    
    2010Interest expense
    
    $
    2,003,985
    
    
    $
    789,041
    
    
    $
    2,793,026Discount amortization
    
    
    1,558,498
    
    
    
    6,944,349
    
    
    
    8,502,847Total
    
    $
    3,562,483
    
    
    $
    7,733,390
    
    
    $
    11,295,873
  7. EQUITY
  Common Stock 
  F-27




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##### Table of Contents



December 31,
    
    
    December 31,2010
    
    
    20092007 Incentive Award Plan  outstanding and available to grant
    
    
    3,916,326
    
    
    
    3,328,398Shares of common stock subject to outstanding warrants
    
    
    143,297,261
    
    
    
    83,403,348Shares of common stock subject to conversion from series C preferred stock
    
    
    13,986,013
    
    
    
    Total shares of common stock equivalents
    
    
    161,199,600
    
    
    
    86,731,746
  Preferred Stock 
  2002 Stock Option Plans 
 2004 Stock Option Plans 
  F-28




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##### Table of Contents



2007 Incentive Award Plan 
  WeightedAverageOption Shares
    
    
    ExerciseStock Option Awards
    
    Outstanding
    
    
    Price2007 Incentive Award Plan Options Outstanding  December 31, 2007
    
    
    2,642,110
    
    
    $
    7.02Granted
    
    
    332,750
    
    
    $
    2.42Exercised
    
    
    (32,711
    )
    
    $
    0.07Canceled
    
    
    (134,222
    )
    
    $
    2.722007 Incentive Award Plan Options Outstanding  December 31, 2008
    
    
    2,807,927
    
    
    $
    6.77Granted
    
    
    11,000
    
    
    $
    0.18Exercised
    
    
    (57,615
    )
    
    $
    0.03Canceled
    
    
    (20,626
    )
    
    $
    3.792007 Incentive Award Plan Options Outstanding  December 31, 2009
    
    
    2,740,686
    
    
    $
    6.90Granted
    
    
    
    
    
    
    Exercised
    
    
    (43,057
    )
    
    $
    0.03Canceled
    
    
    (850,041
    )
    
    $
    2.522007 Incentive Award Plan Options Outstanding  December 31, 2010
    
    
    1,847,588
    
    
    $
    8.91
   F-29




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##### Table of Contents



Options Outstanding
    
    
    Options Vested or Expected to Vest
    
    
    Options ExercisableAverage
    
    
    Weighted
    
    
    Number
    
    
    Average
    
    
    Weighted
    
    
    
    
    
    
    WeightedRange of
    
    Number of
    
    
    Remaining
    
    
    Average
    
    
    Exercisable or
    
    
    Remaining
    
    
    Average
    
    
    
    
    
    
    AverageExercise
    
    Options
    
    
    Contractual
    
    
    Exercise
    
    
    Expected to
    
    
    Contractual
    
    
    Exercise
    
    
    Number
    
    
    ExercisePrices
    
    Outstanding
    
    
    Life (Years)
    
    
    Price
    
    
    Vest
    
    
    Life (Years)
    
    
    Price
    
    
    Exercisable
    
    
    Price$0.03
    
    
    124,897
    
    
    
    4.41
    
    
    $
    0.03
    
    
    
    124,897
    
    
    
    4.41
    
    
    $
    0.03
    
    
    
    124,897
    
    
    $
    0.03$0.14
    
    
    70,992
    
    
    
    5.78
    
    
    $
    0.14
    
    
    
    70,992
    
    
    
    5.78
    
    
    $
    0.14
    
    
    
    70,992
    
    
    $
    0.14$0.15
    
    
    40,000
    
    
    
    7.96
    
    
    $
    0.15
    
    
    
    40,000
    
    
    
    7.96
    
    
    $
    0.15
    
    
    
    40,000
    
    
    $
    0.15$2.38
    
    
    810,000
    
    
    
    6.96
    
    
    $
    2.38
    
    
    
    801,056
    
    
    
    6.96
    
    
    $
    2.38
    
    
    
    622,500
    
    
    $
    2.38$2.90
    
    
    235,000
    
    
    
    7.04
    
    
    $
    2.90
    
    
    
    231,964
    
    
    
    7.04
    
    
    $
    2.90
    
    
    
    171,354
    
    
    $
    2.90$3.48
    
    
    219,400
    
    
    
    6.59
    
    
    $
    3.48
    
    
    
    217,656
    
    
    
    6.59
    
    
    $
    3.48
    
    
    
    182,832
    
    
    $
    3.48$5.10
    
    
    16,725
    
    
    
    6.43
    
    
    $
    5.10
    
    
    
    16,725
    
    
    
    6.43
    
    
    $
    5.10
    
    
    
    16,725
    
    
    $
    5.10$5.55
    
    
    18,586
    
    
    
    6.42
    
    
    $
    5.55
    
    
    
    18,586
    
    
    
    6.42
    
    
    $
    5.55
    
    
    
    18,586
    
    
    $
    5.55$11.25$1023.75
    
    
    311,988
    
    
    
    3.90
    
    
    $
    42.36
    
    
    
    311,988
    
    
    
    4.90
    
    
    $
    42.36
    
    
    
    311,988
    
    
    $
    42.361,847,588
    
    
    
    6.20
    
    
    $
    8.91
    
    
    
    1,833,864
    
    
    
    6.20
    
    
    $
    8.96
    
    
    
    1,559,874
    
    
    $
    10.07
   Restricted Stock 
  WeightedAverageGrant DateRestricted Stock Awards
    
    Shares
    
    
    Fair ValueUnvested at December 31, 2007
    
    
    
    
    
    
    Granted
    
    
    852,750
    
    
    $
    0.15Vested
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Unvested at December 31, 2008
    
    
    852,750
    
    
    $
    0.15Granted
    
    
    
    
    
    
    Vested
    
    
    (424,916
    )
    
    $
    0.15Forfeited
    
    
    (3,959
    )
    
    $
    0.15Unvested at December 31, 2009
    
    
    423,875
    
    
    $
    0.15Granted
    
    
    
    
    
    
    Vested
    
    
    (298,341
    )
    
    $
    0.15Forfeited
    
    
    (125,534
    )
    
    $
    0.15Unvested at December 31, 2010
    
    
    
  F-30




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##### Table of Contents



Warrants  Affiliates 
       F-31




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##### Table of Contents



Warrants  Other 
    8. RELATED PARTIES
     F-32




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##### Table of Contents



9. COMMITMENTS
 Operating Leases 
  Period fromJune 14, 2004Years Ended
    
    
    (Date of Inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,2010
    
    
    2009
    
    
    2010Research and development expense
    
    $
    142,365
    
    
    $
    121,986
    
    
    $
    660,089General and administrative expense
    
    
    204,390
    
    
    
    312,570
    
    
    
    1,121,750Total
    
    $
    346,755
    
    
    $
    434,556
    
    
    $
    1,781,839
  Amount2011
    
    $
    323,7922012
    
    
    331,9712013
    
    
    139,742Total minimum lease payments
    
    $
    795,505
   F-33




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##### Table of Contents



10. INCOME TAXES
   Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,2010
    
    
    2009Tax provision (benefit) at federal statutory income tax rate
    
    
    (34
    )%
    
    
    (34
    )%State income taxes, net of federal income tax effect
    
    
    (4
    )
    
    
    (6
    )Adjustments of deferred tax assets
    
    
    4
    
    
    
    Other
    
    
    
    
    
    
    1Valuation allowance
    
    
    34
    
    
    
    39Income tax expense (benefit)
    
    
    0
    %
    
    
    0
    %
  2010
    
    
    2009Deferred tax assets and liabilities:Net operating loss carryforwards
    
    $
    8,588,541
    
    
    $
    6,214,313Tax credit carryforwards
    
    
    131,200
    
    
    
    115,393Property and equipment and intangibles
    
    
    12,189,197
    
    
    
    10,953,858Other
    
    
    1,294,510
    
    
    
    1,638,64122,203,448
    
    
    
    18,922,205Less valuation allowance
    
    
    (22,203,448
    )
    
    
    (18,922,205
    )Net deferred tax assets and liabilities
    
    $
    
    
    
    $
    
    
 
   F-34




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##### Table of Contents



AmountBalance at January 1, 2009
    
    $
    274,130Additions based on tax positions related to current year
    
    
    310,580Additions for tax positions of prior year
    
    
    Reductions for tax positions of current year
    
    
    Reductions for tax positions of prior year
    
    
    Settlements
    
    
    Balance at December 31, 2009
    
    $
    584,710Additions based on tax positions related to current year
    
    
    104,122Additions for tax positions of prior year
    
    
    Reductions for tax positions of current year
    
    
    Reductions for tax positions of prior year
    
    
    (28,840
    )Settlements
    
    
    Balance at December 31, 2010
    
    $
    659,992
 
   11. EMPLOYEE BENEFIT PLANS
  12. RESTRUCTURING COSTS
  13. LEASE ABANDONMENT COSTS
   F-35




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##### Table of Contents



14. SUBSEQUENT EVENTS
   15. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
 First
    
    
    Second
    
    
    Third
    
    
    FourthQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter2010Net service revenues
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Gross profit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss before extraordinary items
and cumulative effect of any
accounting change
    
    
    (2,919,753
    )
    
    
    (2,092,638
    )
    
    
    (2,118,323
    )
    
    
    (2,470,601
    )Net loss per share  Basic and diluted
    
    
    (0.14
    )
    
    
    (0.11
    )
    
    
    (0.10
    )
    
    
    (0.12
    )Net loss
    
    
    (2,919,753
    )
    
    
    (2,092,638
    )
    
    
    (2,118,323
    )
    
    
    (2,470,601
    )2009Net service revenues
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Gross profit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss before extraordinary items
and cumulative effect of any
accounting change
    
    
    (4,302,138
    )
    
    
    (4,391,189
    )
    
    
    (8,038,046
    )
    
    
    (4,246,951
    )Net loss per share  Basic and diluted
    
    
    (0.22
    )
    
    
    (0.22
    )
    
    
    (0.40
    )
    
    
    (0.21
    )Net loss
    
    
    (4,302,138
    )
    
    
    (4,391,189
    )
    
    
    (8,038,046
    )
    
    
    (4,246,951
    )
  F-36