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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, DC
    20549
  Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2008o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For 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
    INCORPORATION OR ORGANIZATION)

(I.R.S. EMPLOYER
    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:
  Title of Each Class

Name of Exchange on which RegisteredCommon Stock, Par Value $0.001 Per Share

The NASDAQ Stock Market LLC   SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE
    ACT:
    NONE
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer o(Do not check if a smaller
    reporting company)

Smaller reporting
    company þ   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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TABLE OF
    CONTENTS
  
  PageItem No.



No.PART IItem 1.

BUSINESS


2Item 1A.

RISK FACTORS


17Item 2.

PROPERTIES


38Item 3.

LEGAL PROCEEDINGS


38Item 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY
    HOLDERS


38EXECUTIVE OFFICERS OF THE REGISTRANT


38PART IIItem 5.

MARKET FOR REGISTRANTS COMMON EQUITY,
    RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES


39Item 6.

SELECTED FINANCIAL DATA


40Item 7.

MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


40Item 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY
    DATA


54Item 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
    ON ACCOUNTING AND FINANCIAL DISCLOSURE


54Item 9A(T).

CONTROLS AND PROCEDURES


54Item 9B.

OTHER INFORMATION


55PART IIIItem 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


55Item 11.

EXECUTIVE COMPENSATION


56Item 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
    OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


56Item 13.

CERTAIN RELATIONSHIPS AND RELATED
    TRANSACTIONS


56Item 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES


56PART IVItem 15.

EXHIBITS AND FINANCIAL STATEMENT
    SCHEDULES


56EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2




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PART I  Forward-looking
    statements
  Form 10-K
  
    the Companys ability to borrow additional amounts under
    the loan from Bay City Capital;
    the Companys ability to obtain necessary financing in the
    near term, including amounts necessary to repay the loan with
    Bay City Capital by the September 14, 2009 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 loan with Bay City Capital;
    the Companys ability to timely recruit and enroll patients
    for the FDG-PET clinical trial, as well as any future clinical
    trial;
    the Companys failure to obtain sufficient data from
    enrolled patients that can be used to evaluate VIA-2291, thereby
    impairing the validity or statistical significance of its
    clinical trials;
    the Companys ability to successfully complete its clinical
    trials of VIA-2291 on expected timetables and the outcomes of
    such clinical trials;
    complexities in designing and implementing cardiovascular
    clinical trials using histological examinations, measurement of
    biomarkers, medical imaging and atherosclerotic plaque bioassays;
    the results of the Companys clinical trials, including
    without limitation, with respect to the safety and efficacy of
    VIA-2291;
    if the results of the ACS and CEA studies, upon further review
    and analysis, are revised or negated by authorities or 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 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;
    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. 1




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ITEM 1.
    BUSINESS  Corporate
    History and Description of Merger
    Business
    Overview
  build-up
  proof-of-concept proof-of-concept,
   2




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3




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Business
    Strategy
    
    Obtain regulatory approval for our lead product candidate,
    VIA-2291.   The Company intends to continue to
    devote most of its efforts to completing the clinical
    development of, and seeking regulatory approval for, VIA-2291
    for the treatment of inflammation in the blood vessel wall.
    Maximize the value of our lead product candidate, VIA-2291.  The Company seeks to develop VIA-2291 for the
    treatment of atherosclerosis and secondary prevention of ACS in
    patients who have experienced a recent heart attack. The Company
    is applying its clinical development expertise to conduct and
    successfully complete its clinical trials for VIA-2291. The
    Company anticipates that the development of VIA-2291 may be
    expanded to include primary prevention of ACS and stroke.
    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 clinical development of this novel compound.
    The Company anticipates filing an IND application during the
    next twelve months, the next key step in initiating human
    clinical trials.
    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.
    Expand our portfolio of small molecule product candidates
    through acquisitions and in-licensing.  The
    Company intends to continue to discover and develop orally
    bio-available, small molecule compounds for the treatment of
    cardiovascular and metabolic disease. The Companys
    strategy is to continue to acquire and license preclinical and
    clinical small molecule compounds targeting pathways for
    treatment of vascular inflammation. 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. 4




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Inflammation
    and Cardiovascular Disease
        build-up
      Metabolic
    Syndrome
   5




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VIA-2291
  VIA-2291
    proof-of-concept
      sub-study
 6




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ACS and
    CEA Clinical Trial Results
  VIA-2291
  sub-study
           7




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sub-study state-of-the-art
  Abbott
    Exclusive License Agreement
    jurisdiction-by-jurisdiction
  Stanford
    License Agreement
   8




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Roche
    Licensed Assets
                Patents
    and Intellectual Property
   9




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Phenylalkyl N-Hydroxyureas
    Hatch-Waxman
       10




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Trademarks
  and/or
  Clinical
    Trials
      Manufacturing
        Sales and
    Marketing
   11




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Competition
            Governmental
    Regulation
     12




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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.    30-day i.e
      
    Phase I:  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 II:  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 II clinical trials may
    be conducted by the sponsor to obtain information prior to
    beginning larger and more expensive Phase III clinical
    trials.
    Phase III:  These are commonly referred to as
    pivotal studies. When Phase II evaluations demonstrate that
    a dose range of the product may be effective and has an
    acceptable safety profile, Phase III trials are undertaken
    in large patient populations to further evaluate dosage, to
    provide substantial evidence of clinical 13




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efficacy and to further test for safety in an expanded and
    diverse patient population at multiple, geographically-dispersed
    clinical trial sites.  
    Phase IV:  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 IV studies.    and/or
   14




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and/or
        Other
    Regulatory Requirements
  direct-to-consumer
     15




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Research
    and Development
    Employees
    Advisors
      Scientific
    Advisors
    Name

Specialty

Employment/Current PositionsIsrael Charo, MD, Ph.D.

Inflammatory pathways in atherosclerosis, chemokines

Associate Director, Gladstone Institute of Cardiovascular
    Disease, University of California, San FranciscoMarco Conti, MD

Phosphodiesterase biology and pharmacology

Professor Obstetrics & Gynecology, Stanford Medical SchoolColin Funk, Ph.D.

Leukotrienes and lipoxygenase in inflammation and atherosclerosis

Professor, Department of Pharmacology, Queens University, CanadaChristopher Glass, MD, Ph.D.

Regulation of macrophage gene expression, including
    macrophage-specific genes involved in atherosclerosis

Professor, Cellular and Molecular Medicine, University of
    California, San DiegoGarret FitzGerald, MD

Cardiovascular pharmacology, molecular mechanisms of
    atherosclerosis

Chairman Pharmacology, University of PennsylvaniaTod Klingler, Ph.D.

Bioinformatics, genomic analysis and computational biology

VP Information Sciences, XDx, Inc.Donald H. Maurice, Ph.D.

Phosphodiesterase pharmacology and pathways in cardiovascular
    disease

Professor, Department of Pharmacology & Toxicology, Queens
    University, CanadaThomas Quertermous, MD, FACC

Vascular pathophysiological, genetic and molecular mechanisms of
    inflammation and atherogenics

Founder, Chair of Scientific Advisory Board  16




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Clinical
    Advisors
    Name

Specialty

Employment/Current PositionsMarc 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 BostonJean-Claude Tardif, MD

Atherosclerosis and cardiovascular disease

Associate Professor of Medicine, University of Montreal Director
    of Research, Montreal Heart InstituteMarcelo di Carli, MD

Atherosclerosis and cardiovascular disease and imaging
    technologies

Associate Professor of Radiology, and Chief of Nuclear Medicine,
    Brigham and Womens HospitalRobert Fenichel, MD, Ph.D.

Atherosclerosis and cardiovascular disease and regulatory matters

Former Deputy Division Director, Division of CardioRenal Drug
    Products, Food and Drug AdministrationPeter 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 HospitalJean-Lucien Rouleau, MD

Atherosclerosis and cardiovascular disease

Dean, Faculty of Medicine, University of Montreal   Corporate
    Information
  (415) 283-2200. www.viapharmaceuticals.com Form 10-K. www.viapharmaceuticals.com www.sec.gov
  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.
   17




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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.
    
    fund clinical trials and seek regulatory approvals;
    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;
    maintain, defend and expand the scope of the Companys
    intellectual property portfolio; and
    hire additional management and research, development and
    clinical personnel.    
    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; 18




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
    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 effect of competing technological and market developments;
    the terms and timing of any collaboration, licensing or other
    arrangements into which the Company may enter; and
    general and industry-specific economic conditions that may
    affect the Companys research and development expenditures.    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.
     19




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The
    Company may not be able to access funds under its loan if it
    fails to satisfy the covenant restrictions, which could
    adversely affect the Companys business, financial
    condition, results of operations and liquidity.
    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.
     20




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once-a-day
    and/or
  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.
   21




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
    delays in obtaining regulatory approvals to commence a clinical
    trial;
    delays in identifying and reaching agreement on acceptable terms
    with prospective clinical research organizations 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;
    failure to obtain sufficient data from enrolled patients that
    can be used to evaluate VIA-2291, thereby impairing the validity
    or statistical significance of our clinical trials;
    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;
    lack of adequate funding to continue the clinical development of
    VIA-2291, 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 and other
    third parties;
    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; 22




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
    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.    Failure
    to timely recruit and enroll patients for the FDG-PET clinical
    trial, as well as any future clinical trials, may cause the
    development of the Companys product candidates to be
    delayed.
    The
    Companys Phase II clinical trials of VIA-2291
    primarily target biomarkers, histology and medical imaging as
    endpoints, and the results of any Phase II 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.
  ABT-761)
  VIA-2291
 23




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The
    Companys Phase II 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.
    The
    Companys clinical trials could be delayed, suspended or
    stopped.
    The
    Company relies on third parties, primarily PharmaNet and i3
    Research 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.
     24




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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.
  and/or
  VIA-2291
    is the Companys only product candidate currently 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.
  non-U.S. regulatory and/or and/or
  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, or
    achieve profitable operations.
   25




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Even
    if the Company receives regulatory approval to market VIA-2291
    and its other 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.  The
    Company will rely on third parties to manufacture and supply its
    product candidates.
     26




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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.
       27




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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.
   28




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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.
       29




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Because
    VIA-2291 is exclusively licensed from Abbott, any dispute with
    Abbott may materially harm the Companys ability to develop
    and commercialize VIA-2291.
    If
    Abbott elects to maintain or enforce proprietary rights under
    the Abbott License, the Company will depend on Abbott for the
    maintenance and enforcement of certain intellectual property
    rights related to VIA-2291 and will have limited control, if
    any, over the amount or timing of resources that Abbott devotes
    on the Companys behalf.
    and/or
  and/or
 30




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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.
      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.
   31




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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.     32




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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.    follow-up
   33




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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
  We may
    be unable to maintain our listing on the NASDAQ Capital Market.
    Failure to maintain our listing could adversely affect our
    business, and the liquidity of our common stock would be
    seriously limited.
     34




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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.
    A
    significant portion of the Companys outstanding common
    stock may be sold into the market in the future. Substantial
    sales of the Companys common stock, or the perception that
    such sales are likely to occur, could cause the price of the
    Companys common stock to decline.
  Form S-3 Form S-8 Form S-8 Form S-8
 35




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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, or if, beginning the year ending
    December 31, 2009, the Companys independent
    registered public accounting firm is unable to provide an
    unqualified attestation report on the Companys assessment,
    the price of the Companys common stock could be adversely
    affected.
  Form 10-K Form 10-K
  The
    Companys operating results and stock price may fluctuate
    significantly.
    
    the status of development of VIA-2291 and the Companys
    other product candidates;
    the Companys ability to obtain additional financing and
    the terms of such financing; 36




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##### Table of Contents




    the time at which the Company enters into development and
    license agreements with strategic collaborators 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.    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.
   37




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##### Table of Contents



ITEM 2.
    PROPERTIES    ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   EXECUTIVE
    OFFICERS OF THE REGISTRANT    Name

Age

PositionLawrence K. Cohen

55

Director, President and Chief Executive OfficerJames G. Stewart

56

Senior Vice President, Chief Financial Officer and SecretaryRebecca A. Taub

57

Senior Vice President, Research and Development     Lawrence K. Cohen, Ph.D.
  James G. Stewart business-to-business
 38




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##### Table of Contents



Rebecca Taub, M.D.
 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, 2007:First Quarter

$
11.25


$
5.10Second Quarter

$
7.95


$
3.92Third Quarter

$
4.65


$
3.00Fourth Quarter

$
5.30


$
2.37FISCAL YEAR ENDED December 31, 2008:First Quarter

$
3.20


$
2.11Second Quarter

$
3.20


$
1.90Third Quarter

$
2.23


$
0.67Fourth Quarter

$
1.60


$
0.11   Dividend
    Policy
   39




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA    Period from


Period fromJune 14, 2004


June 14, 2004(Date of


(Date ofYears Ended December 31,


Inception) to


Inception) to2008


2007


2006


2005


Dec 31, 2004


Dec 31, 2008(In whole dollars)Revenue

$



$



$



$



$



$
Loss from continuing operations


(20,274,828
)


(21,835,382
)


(8,626,887
)


(8,804,220
)


(1,084,924
)


(60,626,241
)Loss from continuing operations per common share


(1.03
)


(2.24
)


(19.81
)


(21.63
)


(8.73
)


Total assets


5,000,803



24,484,941



3,726,420



686,856



1,131,400



Long-term obligations


30,637



3,980



6,827



4,946



25,000



Cash dividends declared per common share






















   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.
  Background
   40




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##### Table of Contents



Description
    of Business and Background
  build-up
       41




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##### Table of Contents



VIA-2291,
     42




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43




---



##### Table of Contents




    terminate or delay clinical trials or studies of VIA-2291;


    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.    Revenue
    Research
    and Development Expenses
      
    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. 44




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##### Table of Contents



Period fromJune 14, 2004Years Ended


(Date of Inception) toDecember 31,


December 31,


December 31,2008


2007


2008Externally generated research and development expense

$
7,906,799


$
7,869,094


$
25,065,976Internally generated research and development expense


3,897,254



2,798,617



9,784,987Total

$
11,804,053


$
10,667,711


$
34,850,963     Period fromJune 14, 2004Years Ended


(Date of Inception) toDecember 31,


December 31,


December 31,2008


2007


2008Externally generated research and development expenseIn-licensing expenses

$
25,000


$
1,835,000


$
4,870,000CRO and investigator expenses


4,841,760



3,608,478



9,659,224Consulting expenses


1,239,447



1,184,040



5,298,538Other


1,800,592



1,241,576



5,238,214Total

$
7,906,799


$
7,869,094


$
25,065,976     Period fromJune 14, 2004Years Ended


(Date of Inception) toDecember 31,


December 31,


December 31,2008


2007


2008Internally generated research and development expensePersonnel and related expenses

$
2,771,734


$
1,968,572


$
6,813,954Stock-based compensation expense


320,624



251,243



819,833Travel and entertainment expense


320,616



245,215



985,370Other


484,280



333,587



1,165,830Total

$
3,897,254


$
2,798,617


$
9,784,987      45




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##### Table of Contents



General
    and Administrative
      Interest
    Income, Interest Expense and Other Expenses
   46




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##### Table of Contents



Results
    of Operations
  Comparison
    of the years ended December 31, 2008 and 2007
    For the Years EndedDec 31, 2008


Dec 31, 2007


$ Change


% ChangeRevenue

$



$



$




Research and development expense


11,804,053



10,667,711



1,136,342



11
%General and administrative expense


8,657,166



7,857,187



799,979



10
%Merger transaction costs






3,824,090



(3,824,090
)


(100
)%Interest income


189,656



588,174



(398,518
)


(68
)%Interest expense


6,029



60,193



(54,164
)


(90
)%Other income/(expense)


2,764



(14,375
)


17,139



119
%   Revenue.
  Research and Development Expense.
  General and Administrative Expense.
 47




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##### Table of Contents



Merger Transaction Costs.
  Interest Income.
  Interest Expense.
  Other Income/(Expense).
  Liquidity
    and Capital Resources
     48




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49




---



##### 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)


1,815,001



429,417



883,374



502,210



Stanford license(2)


845,000



25,000



70,000



100,000



650,000Uncertain tax positions(3)


















$
2,660,001


$
454,417


$
953,374


$
602,210


$
650,000  50




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##### Table of Contents



(1)
    
    Operating lease obligations reflect contractual commitments for
    the Companys office facilities for its headquarters in
    San Francisco, California and its clinical operations
    location in Princeton, New Jersey. In January 2008, the Company
    expanded and extended both leases to ensure adequate facilities
    for current activities. The San Francisco headquarters
    lease has been extended through May 31, 2013 and has been
    expanded to a total of 8,180 square feet. The lease
    amendment resulted in an increase of approximately
    $1.5 million in future rent. The lease amendment to the
    Princeton, New Jersey facility extends the lease through
    April 2, 2012 and has been expanded to a total of
    4,979 square feet. The lease amendment resulted in an
    increase of approximately $330,000 in future rent.(2)
    
    Agreement with the Board of Trustees of the Leland Stanford
    Junior University granting the Company exclusive worldwide
    rights to any and all patents derived from an invention
    describing approaches to identify novel candidate genes
    implicated in the development of atherosclerosis, which
    represent likely targets for future novel diagnostic and
    therapeutic strategies in atherosclerosis. The Company, in
    addition to the $26,000 license fees, net of related accumulated
    amortization included in other long-term assets in the balance
    sheet, has long term fixed and determinable commitments to remit
    to Stanford license maintenance fees in the amount of $25,000 in
    2008 and 2009 respectively, $35,000 in 2010 and 2011
    respectively, and $50,000 in 2012 and beyond. The license
    maintenance fees can be applied to future royalties the Company
    will pay to Stanford. The Company has agreed to make certain
    royalty payments to Stanford related to the issuance and
    sublicense of the Stanford license and payments corresponding to
    the achievement of certain development and regulatory
    milestones. The royalty rate varies from 1% to 6% of net sales
    depending on the type of product sold and whether the Company
    holds an exclusive right to the Stanford license at the time of
    sale. The Company is also required, under the agreement, to make
    milestone payments to Stanford for each of the Companys
    licensed products that use the Stanford patent as the product
    reaches various development and regulatory milestones. The
    Stanford license becomes non-exclusive after October 17,
    2011 and terminates upon the expiration of the last licensed
    patent. As of December 31, 2008, we are unable to determine
    or predict the timing and amount of any potential royalty or
    milestone payments. In February 2009, the Company terminated the
    licensing agreement with Stanford and wrote-off the unamortized
    license fees.(3)
    
    The Company adopted FIN 48 on the first day of its 2007
    fiscal year. The amount of unrecognized tax benefits at
    December 31, 2008 was $274,000. 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.  Off-Balance
    Sheet Arrangements
    Critical
    Accounting Policies
       51




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##### Table of Contents



Research
    and Development Accruals
        Stock-based
    Compensation
  Share-Based Payment Accounting
    for Stock-Based Compensation Accounting for Stock Issued to Employees.
 52




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##### Table of Contents



Years EndedDecember 31,

December 31,2008

2007Expected life from grant date

2.75 - 6.25

2.5 - 6.25Expected volatility

79% - 82%

68% - 77%Risk free interest rate

1.52% - 3.49%

3.49%Dividend yield



     Period fromJune 14, 2004Years Ended


(Date of Inception) toDecember 31,


December 31,


December 31,2008


2007


2008Research and development expense

$
319,990


$
251,243


$
819,200General and administrative expense


979,061



697,285



1,863,322Total

$
1,299,051


$
948,528


$
2,682,522    53




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##### Table of Contents



Period fromJune 14, 2004Years Ended


(Date of Inception) toDecember 31,


December 31,


December 31,2008


2007


2008Research and development expense

$
634


$



$
634General and administrative expense


1,893







1,893Total

$
2,527


$



$
2,527     ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA    ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A(T).
    CONTROLS
    AND PROCEDURES  Evaluation
    of Disclosure Controls and Procedures
  Form 10-K, Form 10-K,
  Managements
    Annual Report on Internal Control Over Financial
    Reporting
     54




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##### Table of Contents



Changes
    in Internal Control Over Financial Reporting
    ITEM 9B.
    OTHER
    INFORMATION   PART III  ITEM 10.DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  Regulation S-K
   55




---



##### 



ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE    ITEM 14.PRINCIPAL
    ACCOUNTANT FEES AND SERVICES
   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, 2008 and
    2007


F-2Statements of Operations for the years ended
    December 31, 2008 and 2007, and for the period from
    inception (June 14, 2004) to December 31, 2008


F-3Statements of Stockholders Equity (Deficit)
    for the years ended December 31, 2008, 2007, 2006, 2005 and
    for the period from inception (June 14, 2004) to
    December 31, 2004


F-4Statements of Cash Flow for the years ended
    December 31, 2008 and 2007, and for the period from
    inception (June 14, 2004) to December 31, 2008


F-5Notes to the Financial Statements


F-6    Financial Statement Schedules
   56




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##### Table of Contents



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)4
.3

Warrant 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 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

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)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

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
.3

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
.4

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
.5

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) 57




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##### Table of Contents



ExhibitNumber

Description10
.6

Research Agreement, effective September 25, 2006, between
    University of Liverpool and VIA Pharmaceuticals, Inc. (filed as
    Exhibit 10.5 to the Form 10-Q filed on August 14, 2007 and
    incorporated herein by reference)10
.7

Patent Rights and Related Assets Purchase Agreement, dated as of
    January 25, 2007, by and between VIA Pharmaceuticals, Inc. and
    Neuro3D, S.A. (filed as Exhibit 10.6 to the Form 10-Q filed on
    August 14, 2007 and incorporated herein by reference)10
.8

Amendment No. 1 to Patent Rights and Related Assets Purchase
    Agreement, dated as of February 23, 2007, by and between VIA
    Pharmaceuticals, Inc. and Neuro3D, S.A. (filed as Exhibit 10.7
    to the
    Form 10-Q
    filed on August 14, 2007 and incorporated herein by reference)10
.9

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
.10

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
.11

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
.12

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
.13

Letter Agreement, dated as of December 21, 2007, between VIA
    Pharmaceuticals, Inc. and Rebecca Taub, M.D. (filed as
    Exhibit 10.15 to the Form 10-K filed on March 28, 2008 and
    incorporated herein by reference)10
.14

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
.15

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
.16

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
.17

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
.18

Standard Director Form of Option Agreement (filed as Exhibit
    10.18 to the Form 10-Q filed on August 14, 2007 and incorporated
    herein by reference)10
.19

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
.20

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
.21

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
.22

Change in Control Agreement by and between VIA Pharmaceuticals,
    Inc and Rebecca Taub, 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
.23

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
.24

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) 58




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##### Table of Contents



ExhibitNumber

Description10
.25

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
.26

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.23
.1

Consent of Independent Registered Public Accounting Firm31
.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).  59




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##### Table of Contents



SIGNATURES
      By:
    /s/  James
    G. Stewart         Signatures

Titles

Date/s/  Lawrence
    K. CohenLawrence
    K. Cohen

President, Chief Executive Officer and Director

March 27, 2009/s/  James
    G. StewartJames
    G. Stewart

Senior Vice President, Chief Financial Officer and Secretary

March 27, 2009/s/  Douglass
    B. GivenDouglass
    B. Given

Chairman of the Board of Directors

March 27, 2009/s/  Mark
    N.K. BagnallMark
    N.K. Bagnall

Director

March 27, 2009/s/  Fred
    B. CravesFred
    B. Craves

Director

March 27, 2009/s/  David
    T. HowardDavid
    T. Howard

Director

March 27, 2009/s/  John
    R. LarsonJohn
    R. Larson

Director

March 27, 2009  60




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            Accounting for Uncertainty in
    Income Taxes  an interpretation of Statement of
    Financial Accounting Standards No. 109,
    
    F-1




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##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)BALANCE SHEETS
  December 31,


December 31,2008


2007ASSETSCurrent assets:Cash and cash equivalents

$
4,064,545


$
23,098,764Prepaid expenses and other current assets


604,080



953,347Total current assets


4,668,625



24,052,111Property and
    equipment-net


291,804



335,429Other non-current assets


40,374



97,401Total

$
5,000,803


$
24,484,941LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)Current liabilities:Accounts payable

$
753,824


$
748,719Accrued expenses and other liabilities


2,652,458



3,178,453Capital lease obligation-current portion






2,051Total current liabilities


3,406,282



3,929,223Deferred rent


30,637



3,980Total liabilities


3,436,919



3,933,203Commitments and contingenciesShareholders equity (deficit):Common stock, $0.001 par value-200,000,000 shares
    authorized at December 31, 2008 and December 31, 2007,
    respectively; 20,592,718 and 19,707,257 shares issued and
    outstanding at December 31, 2008 and December 31,
    2007, respectively


20,593



19,707Preferred stock Series A, $0.001 par
    value-5,000,000 shares authorized at December 31, 2008
    and December 31, 2007, respectively; 0 shares issued
    and outstanding at December 31, 2008 and December 31,
    2007, respectively






Convertible preferred stock Series C, $0.001 par
    value-17,000 shares authorized at December 31, 2008
    and December 31, 2007, respectively; 2,000 shares
    issued and outstanding at December 31, 2008 and
    December 31, 2007, respectively; liquidation preference of
    $2,000,000


2



2Additional paid-in capital


62,169,530



60,876,834Treasury stock- 0 and 2,014 shares at December 31,
    2008 and December 31, 2007, respectively






(10,276
)Accumulated other comprehensive income






16,884Deficit accumulated in the development stage


(60,626,241
)


(40,351,413
)Total shareholders equity (deficit)


1,563,884



20,551,738Total

$
5,000,803


$
24,484,941    F-2




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)STATEMENTS OF OPERATIONS
  Period fromJune 14, 2004(Date ofYears Ended


Inception) toDecember 31,


December 31,


December 31,2008


2007


2008Revenue

$



$



$
Operating expenses:Research and development


11,804,053



10,667,711



34,850,963General and administration


8,657,166



7,857,187



21,847,733Merger transaction costs






3,824,090



3,824,090Total operating expenses


20,461,219



22,348,988



60,522,786Operating loss


(20,461,219
)


(22,348,988
)


(60,522,786
)Other income (expense):Interest income


189,656



588,174



914,628Interest expense


(6,029
)


(60,193
)


(1,005,093
)Other income (expense)-net


2,764



(14,375
)


(12,990
)Total other income (expense)


186,391



513,606



(103,455
)Net Loss

$
(20,274,828
)

$
(21,835,382
)

$
(60,626,241
)Loss per share of common stock-basic and diluted

$
(1.03
)

$
(2.24
)Weighted average shares outstanding-basic and diluted


19,606,526



9,727,821    F-3




---



##### 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, 2008
  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


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



Employee stock based compensation


































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



Employee stock based compensation


































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



Employee stock based compensation


































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
)

$



$
1,563,884    F-4




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)STATEMENTS OF CASH FLOWS
  Period fromJune 14, 2004(Date ofYears Ended


Inception) toDecember 31,


December 31,


December 31,2008


2007


2008Cash flows from operating activities:Net loss

$
(20,274,828
)

$
(21,835,382
)

$
(60,626,241
)Adjustments to reconcile net loss to net cash used in operating
    activities:Depreciation and amortization


205,919



119,286



393,513Disposal of property and equipment


4,163







4,163Change in unrealized gain on foreign currency hedge


(16,884
)


4,302



Stock compensation expense


1,301,578



948,528



2,692,427Deferred rent


26,657



(796
)


30,637Changes in assets and liabilities:Prepaid expenses and other assets


383,978



(845,298
)


(669,454
)Accounts payable


1,617



598,334



750,335Accrued expenses and other liabilities


(525,995
)


2,017,147



2,752,459Interest payable






55,111



992,722Net cash used in operating activities


(18,893,795
)


(18,938,768
)


(53,679,439
)Cash flows from investing activities:Purchase of property and equipment


(140,653
)


(271,106
)


(648,020
)Cash provided in the Merger






11,147,160



11,147,160Capitalized merger transaction costs






(350,069
)


(350,069
)Net cash provided by (used in) investing activities


(140,653
)


10,525,985



10,149,071Cash flows from financing activities:Proceeds from convertible promissory notes






5,000,000



24,425,000Capital lease payments


(2,051
)


(2,696
)


(11,973
)Issuance of common stock






23,140,360



23,141,360Exercise of stock options for the issuance of common stock


2,280



42,323



46,326Repurchase and retirement of common stock






(5,800
)


(5,800
)Net cash provided by financing activities


229



28,174,187



47,594,913Increase (decrease) in cash and cash equivalents


(19,034,219
)


19,761,404



4,064,545Cash and cash equivalents-beginning of period


23,098,764



3,337,360



Cash and cash equivalents-end of period

$
4,064,545


$
23,098,764


$
4,064,545Supplemental disclosure of noncash activities:Interest on convertible debt converted to notes payable

$



$
334,222


$
992,722Conversion of notes to preferred stock Series A

$



$
13,334,222


$
25,517,722Accrued compensation converted to notes payable

$



$



$
100,000Equipment acquired under capital lease

$
(11,973
)

$



$
Stock issuance for license acquisition

$



$



$
1,000Supplemental disclosure of cash flow information:Interest paid

$
6,028


$
568


$
7,856Taxes paid

$
3,470


$
33,129


$
39,449    F-5




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)NOTES TO THE FINANCIAL STATEMENTS
  1.
    ORGANIZATION  Overview
    Going Concern
 F-6




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
    Merger
      2.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  Basis of Presentation
 F-7




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
    Use of Estimates
  Cash and Cash Equivalents
  Property and Equipment
  Long-Lived Assets
  Acquired Intellectual Property Rights
  Research and Development Expenses Accounting for Research and Development
    Costs. scale-up scale-up
   F-8




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
    Income Taxes Accounting for Uncertainty in Income Taxes 
    an Interpretation of FASB Statement No. 109
  Segment Reporting Disclosures About Segments of an Enterprise and Related
    Information
  Earnings (Loss) Per Share of Common Stock
    Years Ended_December 31,


December 31,2008


2007Net loss

$
(20,274,828
)

$
(21,835,382
)Basic and diluted net loss per share:Weighted-average shares of common stock outstanding


19,754,046



9,959,002Less: Weighted-average shares of common stock subject to
    repurchase


(147,520
)


(231,181
)Weighted-average shares used in computing basic net loss per
    share


19,606,526



9,727,821Dilutive effect of common share equivalents






Weighted-average shares used in computing diluted net loss per
    share


19,606,526



9,727,821Basic and diluted net loss per share

$
(1.03
)

$
(2.24
)  F-9




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
    Years EndedDecember 31,


December 31,2008


2007Common stock equivalents (in shares):Shares of common stock subject to outstanding options


2,807,927



2,642,110Shares of common stock subject to outstanding warrants


207,479



106,520Shares of common stock subject to conversion from series A
    preferred stock






Total shares of common stock equivalents


3,015,406



2,748,630     Comprehensive Income (Loss)
  Years EndedDecember 31,


December 31,2008


2007Net loss

$
(20,274,828
)

$
(21,835,382
)Change in unrealized gain on foreign currency cash flow hedges


(16,884
)


4,302Total comprehensive loss

$
(20,291,712
)

$
(21,831,080
)   Derivative Instruments Accounting for
    Derivative Instruments and Hedging Activities.
   F-10




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
      New Accounting Pronouncements No. 07-5, Determining Whether an Instrument (or Embedded Feature)
    Is Indexed to an Entitys Own Stock (EITF 07-5). EITF 07-5 EITF 07-5 EITF 07-5, EITF 07-5
  Disclosures about Derivative Instruments and Hedging
    Activities, an amendment of FASB Statement No. 133
  EITF 07-1, Accounting for Collaborative Agreements (EITF 07-1). EITF 07-1 EITF 07-1 EITF 07-1
  Share-based
    Payment  Certain Assumptions Used in Valuation
    Methods  Expected Term, Share-Based Payment
  Business Combinations Non-controlling Interest In Consolidated Financial
    Statements an amendment of Accounting Research
    Bulletin No. 51.
 F-11




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
    No. 07-3 (EITF 07-3), Accounting for Nonrefundable Advance Payments for Goods
    or Services Received for Use in Future Research and Development
    Activities. EITF 07-3, EITF 07-3 EITF 07-3
  Fair Value
    Measurements,
  3.
    MERGER
    WITH CORAUTUS     F-12




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
      Cash

$
11,147,160Accrued expenses


(286,408
)Merger transaction costs expensed


3,824,090Total purchase price

$
14,684,842     4.
    EQUITY
    FINANCING  PRIVATE INVESTMENT IN PUBLIC
    EQUITIES      5.
    STOCK-BASED
    COMPENSATION  Share-Based Payment Accounting
    for Stock-Based Compensation Accounting for Stock Issued to Employees.
 F-13




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
            Years EndedDecember 31,

December 31,2008

2007Expected life from grant date

2.75 - 6.25

2.5 - 6.25Expected volatility

79% - 82%

68% - 77%Risk free interest rate

1.52% - 3.49%

3.49%Dividend yield



     Period fromJune 14, 2004Years Ended


(Date of Inception) toDecember 31,


December 31,


December 31,2008


2007


2008Research and development expense

$
319,990


$
251,243


$
819,200General and administrative expense


979,061



697,285



1,863,322Total

$
1,299,051


$
948,528


$
2,682,522  F-14




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
      Period fromJune 14, 2004Years Ended


(Date of Inception) toDecember 31,


December 31,


December 31,2008


2007


2008Research and development expense

$
634


$



$
634General and administrative expense


1,893







1,893Total

$
2,527


$



$
2,527     6.
    RESEARCH
    AND DEVELOPMENT  scale-up scale-up
    Period fromJune 14, 2004Years Ended


(Date of Inception) toDecember 31,


December 31,


December 31,2008


2007


2008Externally generated research and development expense

$
7,906,799


$
7,869,094


$
25,065,976Internally generated research and development expense


3,897,254



2,798,617



9,784,987Total

$
11,804,053


$
10,667,711


$
34,850,963  F-15




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
    Period fromJune 14, 2004Years Ended


(Date of Inception) toDecember 31,


December 31,


December 31,2008


2007


2008Externally generated research and development expenseIn-licensing expenses

$
25,000


$
1,835,000


$
4,870,000CRO and investigator expenses


4,841,760



3,608,478



9,659,224Consulting expenses


1,239,447



1,184,040



5,298,538Other


1,800,592



1,241,576



5,238,214Total

$
7,906,799


$
7,869,094


$
25,065,976     Period fromJune 14, 2004Years Ended


(Date of Inception) toDecember 31,


December 31,


December 31,2008


2007


2008Internally generated research and development expensePersonnel and related expenses

$
2,771,734


$
1,968,572


$
6,813,954Stock-based compensation expense


320,624



251,243



819,833Travel and entertainment expense


320,616



245,215



985,370Other


484,280



333,587



1,165,830Total

$
3,897,254


$
2,798,617


$
9,784,987   7.
    PROPERTY
    AND EQUIPMENT    Years EndedDecember 31,


December 31,2008


2007Property and equipment at cost:Computer equipment and software

$
321,217


$
291,149Furniture and fixtures


108,869



102,547Lab equipment






46,946Office equipment


38,282



35,409Leasehold Improvements


129,740



31,315Capital lease equipment






11,973Total property and equipment at cost


598,108



519,339Less: accumulated depreciation


(306,304
)


(183,910
)Total

$
291,804


$
335,429  F-16




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
    8.
    FINANCING
    ARRANGEMENTS      No. 96-19, Debtors Accounting for a Modification or Exchange
    of Debt Instruments
  9.
    EQUITY    Common Stock
  December 31,


December 31,2008


2007(In shares)2007 Incentive Award Plan  outstanding and available
    to grant


2,882,054



3,267,515Common stock warrants


207,479



106,520Total


3,089,533



3,374,035  F-17




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
  Preferred Stock
    2002 Stock Option Plans
  2004 Stock Option Plans
 F-18




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
  2007 Incentive Award Plan
  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


$
0.15  F-19




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
    WeightedAverageOption Shares


ExerciseOutstanding


Price2004 Stock Plan Options Outstanding  June 14,
    2004 (inception)


Granted


39,400


$
0.032004 Stock Plan Options Outstanding 
    December 31, 2004


39,400


$
0.03Granted


260,573


$
0.03Exercised


(10,965
)

$
0.03Canceled


(186
)

$
0.032004 Stock Plan Options Outstanding 
    December 31, 2005


288,822


$
0.03Granted


388,483


$
0.14Exercised


(25,181
)

$
0.062004 Stock Plan Options Outstanding 
    December 31, 2006


652,124


$
0.09Granted


510,637


$
3.47Exercised


(317,369
)

$
0.14Canceled


(1,782
)

$
3.48Transfers to the 2007 Incentive Award Plan


(843,610
)

$
2.122004 Stock Plan Options Outstanding 
    December 31, 2007






2002 Stock Plan Options Outstanding 
    December 31, 2006


361,291


$
46.05Canceled


(48,716
)

$
69.54Transfers to the 2007 Incentive Award Plan


(312,575
)

$
42.352002 Stock Plan Options Outstanding 
    December 31, 2007






2007 Incentive Award Plan Options Outstanding 
    December 31, 2006






Stock Options Added to the Plan






Granted


1,485,925


$
2.38Transfers from the 2004 Stock Plan


843,610


$
2.12Transfers from the 2002 Stock Plan


312,575


$
42.352007 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


$
6.77    F-20




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
    Options Outstanding


Options Vested or Expected to Vest


Options ExercisableAverage


Weighted


Number


Average


Weighted





WeightedNumber of


Remaining


Average


Exercisable or


Remaining


Average





AverageOptions


Contractual


Exercise


Expected to


Contractual


Exercise


Number


ExerciseRange of Exercise Prices

Outstanding


Life (Years)


Price


Vest


Life (Years)


Price


Exercisable


Price$ 0.03


239,323



6.43


$
0.03



239,168



6.43


$
0.03



235,450


$
0.03$ 0.14


90,505



7.82


$
0.14



90,075



7.82


$
0.14



79,750


$
0.14$ 0.15


50,000



9.96


$
0.15



50,000



9.96


$
0.15



50,000


$
0.15$ 1.70


750



9.61


$
1.70



720



9.61


$
1.70






$
1.70$ 2.19


35,000



9.46


$
2.19



33,600



9.46


$
2.19






$
2.19$ 2.38


1,393,316



8.96


$
2.38



1,334,790



8.96


$
2.38



411,410


$
2.38$ 2.90


235,000



9.04


$
2.90



225,600



9.04


$
2.90






$
2.90$ 3.10


12,000



9.23


$
3.10



11,520



9.23


$
3.10






$
3.10$ 3.48


391,650



8.59


$
3.48



381,207



8.59


$
3.48



130,568


$
3.48$ 5.10


22,300



8.43


$
5.10



22,300



8.43


$
5.10



22,300


$
5.10$ 5.55


25,555



8.42


$
5.55



25,555



8.42


$
5.55



25,555


$
5.55$11.25-1023.75


312,528



5.90


$
42.36



312,528



5.90


$
42.36



312,528


$
42.362,807,927



8.34


$
6.77



2,727,063



8.34


$
6.89



1,267,561


$
11.80     Warrants
         F-21




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
    10.
    RELATED
    PARTIES     F-22




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
      11.
    COMMITMENTS  Operating Leases
    Amount2009

$
429,4172010


437,5972011


445,7772012


362,4682013


139,742Total minimum lease payments

$
1,815,001    F-23




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
  Capital Leases
  12.
    INCOME
    TAXES      Year Ended


Year EndedDecember 31,


December 31,2008


2007Tax provision (benefit) at federal statutory income tax rate


(34
)%


(34
)%State income taxes, net of federal income tax effect


1



(3
)Adjustments of deferred tax assets


37



11Merger costs






6Other


1



Valuation allowance


(5
)


20Income tax expense (benefit)


0
%


0
%     2008


2007Deferred tax assets and liabilities:Net operating loss carryforwards

$
1,456,856


$
3,612,315Tax credit carryforwards


46,056



490,757Property and equipment and intangibles


8,002,996



7,047,691Other


1,144,899



541,61510,650,807



11,692,378Less valuation allowance


(10,650,807
)


(11,692,378
)Net deferred tax assets and liabilities

$



$
      F-24




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
      Accounting for Uncertainty in Income
    Taxes
  AmountBalance at January 1, 2008

$
139,711Additions based on tax positions related to current year


83,208Additions for tax positions of prior year


474,484Reductions for tax positions of current year


Reductions for tax positions of prior year


(423,273
)Settlements


Balance at December 31, 2008

$
274,130       13.
    EMPLOYEE
    BENEFIT PLANS   F-25




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
  14.
    SUBSEQUENT
    EVENTS     F-26




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
  15.
    SELECTED
    QUARTERLY FINANCIAL DATA (UNAUDITED)    First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter2008Net service revenues

$



$



$



$
Gross profit














Net loss before extraordinary items and cumulative effect of any
    accounting change


(5,909,224
)


(5,171,023
)


(4,967,272
)


(4,227,309
)Net loss per share  Basic and diluted


(0.30
)


(0.27
)


(0.25
)


(0.21
)Net loss


(5,909,224
)


(5,171,023
)


(4,967,272
)


(4,227,309
)2007Net service revenues

$



$



$



$
Gross profit














Net loss before extraordinary items and cumulative effect of any
    accounting change


(6,285,788
)


(6,015,034
)


(4,360,293
)


(5,174,267
)Net loss per share  Basic and diluted


(13.05
)


(1.99
)


(0.27
)


(0.27
)Net loss


(6,285,788
)


(6,015,034
)


(4,360,293
)


(5,174,267
)  F-27