##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-Q
 
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2010
 OR
 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 number 0-27264
 
 VIA Pharmaceuticals, Inc.
 (Exact name of registrant as specified in its charter)
 
 DELAWARE
(State or other jurisdiction of 
incorporation or organization)
    
    33-0687976
(I.R.S. Employer
Identification No.)
 750 Battery Street, Suite 330
San Francisco, CA 94111
(Address of principal executive offices)
(415) 283-2200
(Registrants telephone number, including area code)
 
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 Yes o No þ




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##### 



Page No.PART I.  FINANCIAL INFORMATIONItem 1. Condensed Financial StatementsUnaudited Condensed Balance Sheets as of March 31, 2010 and December 31, 2009
    
    
    1Unaudited Condensed Statements of Operations for the Three Month Periods Ended March 31,
2010 and 2009, and for the Period from June 14, 2004 (date of inception) to March 31, 2010
    
    
    2Unaudited Condensed Statements of Cash Flows for the Three Month Periods Ended March 31,
2010 and 2009, and for the Period from June 14, 2004 (date of inception) to March 31, 2010
    
    
    3Notes to the Unaudited Condensed Financial Statements
    
    
    4Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    24Item 4T. Controls and Procedures
    
    
    40PART II.  OTHER INFORMATION
    
    
    40Item 1A. Risk Factors
    
    
    40Item 6. Exhibits
    
    
    41SIGNATURE
    
    
    43EXHIBITSExhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




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PART I.  FINANCIAL INFORMATION
 
 Item 1.
    
    Condensed Financial Statements
 VIA PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)
 
 UNAUDITED CONDENSED BALANCE SHEETS
 March 31,
    
    
    December 31,2010
    
    
    2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    497,376
    
    
    $
    2,189,742Prepaid expenses and other current assets
    
    
    80,470
    
    
    
    155,361Total current assets
    
    
    577,846
    
    
    
    2,345,103Property and equipment-net
    
    
    73,322
    
    
    
    170,617Other non-current assets
    
    
    40,374
    
    
    
    40,374Total
    
    $
    691,542
    
    
    $
    2,556,094LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)Current liabilities:Accounts payable
    
    $
    494,960
    
    
    $
    705,887Accrued expenses and other liabilities
    
    
    1,339,463
    
    
    
    2,226,720Accrued restructuring costs
    
    
    189,005
    
    
    
    Interest payable  affiliate
    
    
    1,160,445
    
    
    
    789,041Notes payable  affiliate  net of
discount of $518,816 at March 31, 2010 and
$4,374 at December 31, 2009
    
    
    10,731,184
    
    
    
    9,995,626Total current liabilities
    
    
    13,915,057
    
    
    
    13,717,274Accrued
restructuring costs-net of current portion
    
    
    75,044
    
    
    
    Deferred rent
    
    
    13,373
    
    
    
    37,450Total liabilities
    
    
    14,003,474
    
    
    
    13,754,724Commitments and contingenciesStockholders equity (deficit):Common stock, $0.001 par value-200,000,000
shares authorized at March 31, 2010 and
December 31, 2009, respectively; 20,515,764
and 20,646,374 shares issued and
outstanding at March 31, 2010 and December
31, 2009, respectively
    
    
    20,516
    
    
    
    20,646Preferred stock Series A, $0.001 par
value-5,000,000 shares authorized at March
31, 2010 and December 31, 2009,
respectively; 0 shares issued and
outstanding at March 31, 2010 and December
31, 2009, respectively
    
    
    
    
    
    
    Convertible preferred stock Series C,
$0.001 par value-17,000 shares authorized
at March 31, 2010 and December 31, 2009,
respectively; 2,000 shares issued and
outstanding at March 31, 2010 and December
31, 2009, respectively; liquidation
preference of $2,000,000
    
    
    2
    
    
    
    2Additional paid-in capital
    
    
    71,191,868
    
    
    
    70,385,287Deficit accumulated in the development stage
    
    
    (84,524,318
    )
    
    
    (81,604,565
    )Total stockholders equity (deficit)
    
    
    (13,311,932
    )
    
    
    (11,198,630
    )Total
    
    $
    691,542
    
    
    $
    2,556,094
   1




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VIA PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)
 
 UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
 Period fromJune 14, 2004(Date ofThree Months Ended
    
    
    Inception) toMarch 31,
    
    
    March 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010Revenue
    
    $
    
    
    
    $
    
    
    
    $
    Operating expenses:Research and development
    
    
    791,695
    
    
    
    2,134,756
    
    
    
    41,697,873General and administration
    
    
    1,639,442
    
    
    
    2,064,020
    
    
    
    30,685,495Merger transaction costs
    
    
    
    
    
    
    
    
    
    
    3,824,090Restructuring costs
    
    
    106,959
    
    
    
    
    
    
    
    106,959Total operating expenses
    
    
    2,538,096
    
    
    
    4,198,776
    
    
    
    76,314,417Operating loss
    
    
    (2,538,096
    )
    
    
    (4,198,776
    )
    
    
    (76,314,417
    )Other income (expense):Interest income
    
    
    
    
    
    
    
    
    
    
    914,628Interest expense
    
    
    (381,459
    )
    
    
    (113,217
    )
    
    
    (9,119,942
    )Other income (expense)-net
    
    
    (198
    )
    
    
    9,855
    
    
    
    (4,587
    )Total other income (expense)
    
    
    (381,657
    )
    
    
    (103,362
    )
    
    
    (8,209,901
    )Net Loss
    
    $
    (2,919,753
    )
    
    $
    (4,302,138
    )
    
    $
    (84,524,318
    )Loss per share of common stock-basic and diluted
    
    $
    (0.14
    )
    
    $
    (0.22
    )Weighted average shares outstanding-basic and diluted
    
    
    20,250,031
    
    
    
    19,717,184
   2




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VIA PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)
 
 UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
 Period fromJune 14, 2004(Date ofThree Months Ended
    
    
    Inception) toMarch 31,
    
    
    March 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010Cash flows from operating activities:Net loss
    
    $
    (2,919,753
    )
    
    $
    (4,302,138
    )
    
    $
    (84,524,318
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    31,882
    
    
    
    34,925
    
    
    
    561,755Amortization of discount on notes payable  affiliate
    
    
    10,054
    
    
    
    96,779
    
    
    
    6,954,403Excess facility lease costs
    
    
    186,664
    
    
    
    
    
    
    
    186,664Disposal of property and equipment
    
    
    65,413
    
    
    
    
    
    
    
    70,026Stock compensation expense
    
    
    282,718
    
    
    
    354,567
    
    
    
    4,240,300Deferred rent
    
    
    (24,077
    )
    
    
    2,896
    
    
    
    13,373Changes in assets and liabilities:Prepaid expenses and other assets
    
    
    74,891
    
    
    
    402,927
    
    
    
    (145,844
    )Accounts payable
    
    
    (210,927
    )
    
    
    (274,391
    )
    
    
    491,471Accrued expenses and other liabilities
    
    
    (887,257
    )
    
    
    (35,034
    )
    
    
    1,439,464Accrued restructuring costs
    
    
    77,385
    
    
    
    
    
    
    
    77,385Interest payable   affiliate
    
    
    371,404
    
    
    
    16,439
    
    
    
    2,153,167Net cash used in operating activities
    
    
    (2,941,603
    )
    
    
    (3,703,030
    )
    
    
    (68,482,154
    )Cash flows from investing activities:Purchase of property and equipment
    
    
    
    
    
    
    (2,756
    )
    
    
    (664,175
    )Sale of property and equipment
    
    
    
    
    
    
    
    
    
    
    532Cash provided in the Merger
    
    
    
    
    
    
    
    
    
    
    11,147,160Capitalized merger transaction costs
    
    
    
    
    
    
    
    
    
    
    (350,069
    )Net cash provided by (used in) investing activities
    
    
    
    
    
    
    (2,756
    )
    
    
    10,133,448Cash flows from financing activities:Proceeds from convertible promissory notes   affiliate
    
    
    
    
    
    
    
    
    
    
    24,425,000Proceeds from notes payable   affiliate
    
    
    1,250,000
    
    
    
    2,000,000
    
    
    
    11,250,000Capital lease payments
    
    
    
    
    
    
    
    
    
    
    (11,973
    )Issuance of common stock
    
    
    
    
    
    
    
    
    
    
    23,141,360Exercise of stock options for the issuance of common stock
    
    
    
    
    
    
    1,673
    
    
    
    48,258Repurchase and retirement of common stock
    
    
    (763
    )
    
    
    
    
    
    
    (6,563
    )Net cash provided by financing activities
    
    
    1,249,237
    
    
    
    2,001,673
    
    
    
    58,846,082Increase (decrease) in cash and cash equivalents
    
    
    (1,692,366
    )
    
    
    (1,704,113
    )
    
    
    497,376Cash and cash equivalents-beginning of period
    
    
    2,189,742
    
    
    
    4,064,545
    
    
    
    Cash and cash equivalents-end of period
    
    $
    497,376
    
    
    $
    2,360,432
    
    
    $
    497,376Supplemental disclosure of noncash activities:Issuance of warrant and related discount on notes payable   affiliate
    
    $
    524,496
    
    
    $
    900,044
    
    
    $
    7,473,219Interest on convertible debt converted to notes payable   affiliate
    
    $
    
    
    
    $
    
    
    
    $
    992,722Conversion of notes to preferred stock Series A   affiliate
    
    $
    
    
    
    $
    
    
    
    $
    25,517,722Accrued compensation converted to notes payable
    
    $
    
    
    
    $
    
    
    
    $
    100,000Stock issuance for license acquisition
    
    $
    
    
    
    $
    
    
    
    $
    1,000Supplemental disclosure of cash flow information:Interest paid
    
    $
    
    
    
    $
    
    
    
    $
    7,856Taxes paid
    
    $
    
    
    
    $
    1,716
    
    
    $
    36,615
   3




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VIA PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)
 
 NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
 1. ORGANIZATION
 Overview 
  Merger
 Going Concern 
  4




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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Basis of Presentation 
   Use of Estimates 
 Cash and Cash Equivalents 
  5




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Property and Equipment 
 Long-Lived Assets 
 Incentive Award Accruals 
 Research and Development Expenses 
  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.
  6




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
    
    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.
  Changes in Level 3 Recurring Fair Value Measurements 
 As ofMarch 31,2010Fair value  December 31, 2009
    
    $
    6,948,723Warrants (1)
    
    
    524,496Change in unrealized gains related to financial instruments at March 31, 2010 (2)
    
    
    Fair value  March 31, 2010
    
    $
    7,473,219Total 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.  7




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Income Taxes 
 Segment Reporting 
 Earnings (Loss) Per Share of Common Stock 
  Three Months EndedMarch 31,
    
    
    March 31,2010
    
    
    2009Net loss
    
    $
    (2,919,753
    )
    
    $
    (4,302,138
    )Basic and diluted net loss per share:Weighted-average shares of common stock outstanding
    
    
    20,637,936
    
    
    
    20,597,567Less: Weighted-average shares of common stock subject to repurchase
    
    
    (387,905
    )
    
    
    (880,383
    )Weighted-average shares used in computing basic net loss per share
    
    
    20,250,031
    
    
    
    19,717,184Dilutive effect of common share equivalents
    
    
    
    
    
    
    Weighted-average shares used in computing diluted net loss per share
    
    
    20,250,031
    
    
    
    19,717,184Basic and diluted net loss per share
    
    $
    (0.14
    )
    
    $
    (0.22
    )
  Three Months EndedMarch 31,
    
    
    March 31,2010
    
    
    2009Common stock equivalents (in shares):Shares of common stock subject to outstanding options
    
    
    2,433,795
    
    
    
    2,740,744Shares of common stock subject to outstanding warrants
    
    
    101,050,407
    
    
    
    83,539,559Shares of common stock subject to conversion from series C preferred stock
    
    
    
    
    
    
    Total shares of common stock equivalents
    
    
    103,484,202
    
    
    
    86,280,303
   8




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Comprehensive Income (Loss) 
  Three Months EndedMarch 31,
    
    
    March 31,2010
    
    
    2009Net loss
    
    $
    (2,919,753
    )
    
    $
    (4,302,138
    )Change in unrealized gain on foreign currency cash flow hedges
    
    
    
    
    
    
    Total comprehensive loss
    
    $
    (2,919,753
    )
    
    $
    (4,302,138
    )
 Derivative Instruments 
  New Accounting Pronouncements  Fair Value
Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements
 Revenue Recognition (Topic 605):
Multiple-Deliverable Revenue Arrangements (a consensus of the FASB Emerging Issues Task Force Revenue Recognition: Multiple-Element Arrangements
   9




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3. STOCK-BASED COMPENSATION
       10




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Three Months EndedMarch 31,
    
    
    March 31,2010
    
    
    2009Expected life from grant date
    
    
    6.67  7.72
    
    
    
    6.08Expected volatility
    
    
    114%  116%
    
    
    
    97
    %Risk free interest rate
    
    
    3.156%  3.411%
    
    
    
    1.67
    %Dividend yield
    
    
    
    
    
    
    
  Period fromJune 14, 2004Three Months Ended
    
    
    (Date of Inception) toMarch 31,
    
    
    March 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010Research and development expense
    
    $
    46,690
    
    
    $
    97,217
    
    
    $
    1,126,116General and administrative expense
    
    
    221,319
    
    
    
    241,835
    
    
    
    3,026,181Total
    
    $
    268,009
    
    
    $
    339,052
    
    
    $
    4,152,297
   Period fromJune 14, 2004Three Months Ended
    
    
    (Date of Inception) toMarch 31,
    
    
    March 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010Research and development expense
    
    $
    3,581
    
    
    $
    3,894
    
    
    $
    19,949General and administrative expense
    
    
    11,128
    
    
    
    11,621
    
    
    
    60,676Total
    
    $
    14,709
    
    
    $
    15,515
    
    
    $
    80,625
  4. RESEARCH AND DEVELOPMENT
   11




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Period fromJune 14, 2004Three Months Ended
    
    
    (Date of Inception) toMarch 31,
    
    
    March 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010Externally generated research and development expense
    
    $
    319,896
    
    
    $
    1,435,875
    
    
    $
    29,025,087Internally generated research and development expense
    
    
    471,799
    
    
    
    698,881
    
    
    
    12,672,786Total
    
    $
    791,695
    
    
    $
    2,134,756
    
    
    $
    41,697,873
  Period fromJune 14, 2004Three Months Ended
    
    
    (Date of Inception) toMarch 31,
    
    
    March 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010Externally generated research and development expenseIn-licensing expenses
    
    $
    
    
    
    $
    400,000
    
    
    $
    5,270,000CRO and investigator expenses
    
    
    17,179
    
    
    
    530,754
    
    
    
    10,766,518Consulting expenses
    
    
    107,613
    
    
    
    269,129
    
    
    
    6,526,282Other
    
    
    195,104
    
    
    
    235,992
    
    
    
    6,462,287Total
    
    $
    319,896
    
    
    $
    1,435,875
    
    
    $
    29,025,087
  Period fromJune 14, 2004Three Months Ended
    
    
    (Date of Inception) toMarch 31,
    
    
    March 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010Internally generated research and development expensePersonnel and related expenses
    
    $
    325,347
    
    
    $
    482,576
    
    
    $
    8,832,506Stock-based compensation expense
    
    
    50,271
    
    
    
    101,111
    
    
    
    1,146,065Travel and entertainment expense
    
    
    29,421
    
    
    
    38,785
    
    
    
    1,185,040Other
    
    
    66,760
    
    
    
    76,409
    
    
    
    1,509,175Total
    
    $
    471,799
    
    
    $
    698,881
    
    
    $
    12,672,786
 5. PROPERTY AND EQUIPMENT
  Years EndedMarch 31,
    
    
    December 31,2010
    
    
    2009Property and equipment at cost:Computer equipment and software
    
    $
    288,722
    
    
    $
    308,467Furniture and fixtures
    
    
    113,363
    
    
    
    113,363Office equipment
    
    
    38,282
    
    
    
    38,282Leasehold Improvements
    
    
    129,740
    
    
    
    129,740Total property and equipment at cost
    
    
    570,107
    
    
    
    589,852Less: accumulated depreciation
    
    
    (439,323
    )
    
    
    (419,235
    )Total
    
    $
    130,784
    
    
    $
    170,617
  12




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Period fromJune 14, 2004Three Months Ended
    
    
    (Date of Inception) toMarch 31,
    
    
    March 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010Research and development expense
    
    $
    4,334
    
    
    $
    5,856
    
    
    $
    136,262General and administrative expense
    
    
    27,548
    
    
    
    29,069
    
    
    
    399,493Total
    
    $
    31,882
    
    
    $
    34,925
    
    
    $
    535,755
 6. NOTES PAYABLE AFFILIATES
  March 31,
    
    
    December 31,2010
    
    
    2009Issued March 12, 2009  15%  due April 1, 2010 (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)
    
    
    1,250,000
    
    
    
    Less: Unamortized discount
    
    
    (518,816
    )
    
    
    Balance
    
    $
    731,184
    
    
    $
    Total
    
    $
    10,731,184
    
    
    $
    9,995,626
    )
 Notes Payable Issued March 12, 2009   due April 1, 2010 (Loan Agreement)
    13




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.
  March 12, 2009Expected life from grant date  in years
    
    
    5.0Expected volatility
    
    
    116.79
    %Risk free interest rate
    
    
    2.10
    %Dividend yield
    
    
    
   May 19, 2009Expected life from grant date  in years
    
    
    4.81Expected volatility
    
    
    108.63
    %Risk free interest rate
    
    
    2.05
    %Dividend yield
    
    
    
   14




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June 29, 2009Expected life from grant date  in years
    
    
    4.7Expected volatility
    
    
    112.03
    %Risk free interest rate
    
    
    2.40
    %Dividend yield
    
    
    
   August 14, 2009Expected life from grant date  in years
    
    
    4.58Expected volatility
    
    
    115.22
    %Risk free interest rate
    
    
    2.32
    %Dividend yield
    
    
    
 .
  September 11, 2009Expected life from grant date  in years
    
    
    4.50Expected volatility
    
    
    115.41
    %Risk free interest rate
    
    
    2.07
    %Dividend yield
    
    
    
   15




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Notes Payable Issued March 26, 2010  15%  due December 31, 2010 (2010 Loan Agreement)
    .
  March 29, 2010Expected life from grant date  in years
    
    
    4.99Expected volatility
    
    
    119.82
    %Risk free interest rate
    
    
    2.60
    %Dividend yield
    
    
    
   16




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7. EQUITY
  Common Stock 
  March 31,
    
    
    December 31,2010
    
    
    20092007 Incentive Award Plan  outstanding and available to grant
    
    
    3,959,008
    
    
    
    3,328,398Shares of common stock subject to outstanding warrants
    
    
    101,050,407
    
    
    
    83,403,348Shares of common stock subject to conversion from series C preferred stock
    
    
    
    
    
    
    Total shares of common stock equivalents
    
    
    105,009,415
    
    
    
    86,731,746
  Preferred Stock 
  2002 Stock Option Plans 
  17




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2004 Stock Option Plans 
 2007 Incentive Award Plan 
  WeightedAverageOption Shares
    
    
    ExerciseStock Option Awards
    
    Outstanding
    
    
    Price2007 Incentive Award Plan Options Outstanding  December 31, 2009
    
    
    2,740,686
    
    
    $
    6.90Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Canceled
    
    
    (306,891
    )
    
    $
    1.752007 Incentive Award Plan Options Outstanding  March 31, 2010
    
    
    2,433,795
    
    
    $
    7.46
   18




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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
    
    
    
    
    
    183,565
    
    
    
    5.16
    
    
    $
    0.03
    
    
    
    183,565
    
    
    
    5.16
    
    
    $
    0.03
    
    
    
    183,565
    
    
    $
    0.03$0.14
    
    
    
    
    
    86,471
    
    
    
    6.57
    
    
    $
    0.14
    
    
    
    86,440
    
    
    
    6.57
    
    
    $
    0.14
    
    
    
    85,541
    
    
    $
    0.14$0.15
    
    
    
    
    
    40,000
    
    
    
    8.72
    
    
    $
    0.15
    
    
    
    40,000
    
    
    
    8.72
    
    
    $
    0.15
    
    
    
    40,000
    
    
    $
    0.15$0.18
    
    
    
    
    
    2,979
    
    
    
    9.04
    
    
    $
    0.18
    
    
    
    2,979
    
    
    
    9.04
    
    
    $
    0.18
    
    
    
    2,979
    
    
    $
    0.18$1.70
    
    
    
    
    
    296
    
    
    
    8.36
    
    
    $
    1.70
    
    
    
    296
    
    
    
    8.36
    
    
    $
    1.70
    
    
    
    296
    
    
    $
    1.70$2.19
    
    
    
    
    
    14,583
    
    
    
    8.22
    
    
    $
    2.19
    
    
    
    14,583
    
    
    
    8.22
    
    
    $
    2.19
    
    
    
    14,583
    
    
    $
    2.19$2.38
    
    
    
    
    
    1,174,237
    
    
    
    7.72
    
    
    $
    2.38
    
    
    
    1,161,360
    
    
    
    7.72
    
    
    $
    2.38
    
    
    
    793,282
    
    
    $
    2.38$2.90
    
    
    
    
    
    235,000
    
    
    
    7.79
    
    
    $
    2.90
    
    
    
    231,359
    
    
    
    7.79
    
    
    $
    2.90
    
    
    
    127,291
    
    
    $
    2.90$3.10
    
    
    
    
    
    6,020
    
    
    
    7.98
    
    
    $
    3.10
    
    
    
    6,020
    
    
    
    7.79
    
    
    $
    3.10
    
    
    
    6,020
    
    
    $
    3.10$3.48
    
    
    
    
    
    342,966
    
    
    
    7.34
    
    
    $
    3.48
    
    
    
    339,861
    
    
    
    7.34
    
    
    $
    3.48
    
    
    
    251,094
    
    
    $
    3.48$5.10
    
    
    
    
    
    16,725
    
    
    
    7.18
    
    
    $
    5.10
    
    
    
    16,725
    
    
    
    7.18
    
    
    $
    5.10
    
    
    
    16,725
    
    
    $
    5.10$5.55
    
    
    
    
    
    18,586
    
    
    
    7.18
    
    
    $
    5.55
    
    
    
    18,586
    
    
    
    7.18
    
    
    $
    5.55
    
    
    
    18,586
    
    
    $
    5.55$11.25$1023.75
    
    
    
    
    
    312,367
    
    
    
    4.65
    
    
    $
    42.36
    
    
    
    312,367
    
    
    
    4.65
    
    
    $
    42.36
    
    
    
    312,367
    
    
    $
    42.362,433,795
    
    
    
    7.06
    
    
    $
    7.46
    
    
    
    2,414,141
    
    
    
    7.06
    
    
    $
    7.50
    
    
    
    1,852,329
    
    
    $
    8.98
   Restricted Stock 
  WeightedAverageGrant DateRestricted Stock Awards
    
    Shares
    
    
    Fair ValueUnvested at December 31, 2009
    
    
    423,875
    
    
    $
    0.15Granted
    
    
    
    
    
    
    Vested
    
    
    (104,278
    )
    
    $
    0.15Forfeited
    
    
    (125,159
    )
    
    $
    0.15Unvested at March 31, 2010
    
    
    194,438
    
    
    $
    0.15
 Warrants  Affiliates 
  19




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Warrants  Other 
    8. RELATED PARTIES
   20




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21




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9. COMMITMENTS
 Operating Leases 
 Period fromJune 14, 2004Three Months Ended
    
    
    (Date of Inception) toMarch 31,
    
    
    March 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010Research and development expense
    
    $
    30,496
    
    
    $
    30,496
    
    
    $
    548,220General and administrative expense
    
    
    78,352
    
    
    
    78,561
    
    
    
    995,712Total
    
    $
    108,848
    
    
    $
    109,057
    
    
    $
    1,543,932
  AmountApril through December 2010
    
    $
    329,3912011
    
    
    445,7772012
    
    
    362,4682013
    
    
    139,742Total minimum lease payments
    
    $
    1,277,378
  10. INCOME TAXES
    11. EMPLOYEE BENEFIT PLANS
   22




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12. RESTRUCTURING COSTS
  13. SUBSEQUENT EVENTS
   23




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 The following discussion and analysis of the Companys financial condition and results of
operations should be read in conjunction with the Companys financial statements and related notes
appearing elsewhere in this Quarterly Report on Form 10-Q . In addition to historical information,
this discussion and analysis contains forward-looking statements that involve risks, uncertainties
and assumptions. The Companys actual results may differ materially from those anticipated in these
forward-looking statements as a result of risks and uncertainties that exist in our operations,
development efforts and business environment, including but not limited to those set forth under
the Section entitled Risk Factors in our Annual Report on Form 10-K for the year ended December
31, 2009 and elsewhere in this Quarterly Report on Form 10-Q and in 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.
 Management Overview
    Treatment with 5-Lipoxygenase Inhibitor VIA-2291 (Atreleuton) in Patients with Recent Acute
Coronary Syndrome
    24




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Background
  VIA-2291
      25




---



##### Table of Contents



Treatment with 5-Lipoxygenase
Inhibitor VIA-2291 (Atreleuton) in Patients with Recent Acute Coronary Syndrome
  Roche Licensed Assets
     26




---



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Going Concern
       27




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
    
    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.
   28




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##### Table of Contents



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.
  29




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Period fromJune 14, 2004Three Months Ended
    
    
    (Date of Inception) toMarch 31,
    
    
    March 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010Externally generated research and development expense
    
    $
    319,896
    
    
    $
    1,435,875
    
    
    $
    29,025,087Internally generated research and development expense
    
    
    471,799
    
    
    
    698,881
    
    
    
    12,672,786Total
    
    $
    791,695
    
    
    $
    2,134,756
    
    
    $
    41,697,873
  Period fromJune 14, 2004Three Months Ended
    
    
    (Date of Inception) toMarch 31,
    
    
    March 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010Externally generated research and development expenseIn-licensing expenses
    
    $
    
    
    
    $
    400,000
    
    
    $
    5,270,000CRO and investigator expenses
    
    
    17,179
    
    
    
    530,754
    
    
    
    10,766,518Consulting expenses
    
    
    107,613
    
    
    
    269,129
    
    
    
    6,526,282Other
    
    
    195,104
    
    
    
    235,992
    
    
    
    6,462,287Total
    
    $
    319,896
    
    
    $
    1,435,875
    
    
    $
    29,025,087
  Period fromJune 14, 2004Three Months Ended
    
    
    (Date of Inception) toMarch 31,
    
    
    March 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010Internally generated research and development expensePersonnel and related expenses
    
    $
    325,347
    
    
    $
    482,576
    
    
    $
    8,832,506Stock-based compensation expense
    
    
    50,271
    
    
    
    101,111
    
    
    
    1,146,065Travel and entertainment expense
    
    
    29,421
    
    
    
    38,785
    
    
    
    1,185,040Other
    
    
    66,760
    
    
    
    76,409
    
    
    
    1,509,175Total
    
    $
    471,799
    
    
    $
    698,881
    
    
    $
    12,672,786
    30




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General and Administrative
  Interest Income, Interest Expense and Other Expenses
  Results of Operations
 Comparison of the three months ended March 31, 2010 and 2009
  For the Three Months EndedMarch 31,
    
    
    March 31,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeRevenue
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    
    Research and development expense
    
    
    791,695
    
    
    
    2,134,756
    
    
    
    (1,343,061
    )
    
    
    (63
    )%General and administrative expense
    
    
    1,639,442
    
    
    
    2,064,020
    
    
    
    (424,578
    )
    
    
    (21
    )%Restructuring costs
    
    
    106,959
    
    
    
    
    
    
    
    106,959
    
    
    
    Interest expense
    
    
    381,459
    
    
    
    113,217
    
    
    
    268,242
    
    
    
    237
    %Other income/(expense)
    
    
    (198
    )
    
    
    9,855
    
    
    
    (10,053
    )
    
    
    (102
    )%
 Revenue.
 Research and Development Expense.
  31




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General and Administrative Expense.
 Restructuring Costs.
 Interest Expense.
 Other income/(expense).
 Income Tax Expense.
  32




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Liquidity and Capital Resources
        33




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34




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Contractual Obligation and Commitments
  Payments Due by PeriodLess Than
    
    
    
    
    
    
    
    
    
    
    AfterTotal
    
    
    1 Year
    
    
    1-3 Years
    
    
    4-5 Years
    
    
    5 YearsOperating lease obligations (1)
    
    $
    1,277,378
    
    
    $
    439,642
    
    
    $
    781,839
    
    
    $
    55,897
    
    
    $
    Notes and related interest payable  affiliate (2)
    
    
    12,410,445
    
    
    
    12,410,445
    
    
    
    
    
    
    
    
    
    
    
    Uncertain tax positions (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Licensing agreements (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    13,687,823
    
    
    $
    12,850,087
    
    
    $
    781,839
    
    
    $
    55,897
    
    
    $
    
 
 (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)
    
    As more fully described in Note 6 in the notes to the unaudited
condensed financial statements, in March 2009, the Company entered
into the 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 Notes delivered under the Loan Agreement. On March
12, 2009, the Company borrowed an initial amount of $2.0 million.
During the three months ended June 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 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 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, 2009, the Company accrued $789,041 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
Financing, 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.Also as more fully described in Note 6 in the notes to the unaudited
condensed 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 $3,000,000, pursuant to the terms of
promissory notes (collectively, the 2010 Notes) delivered under the
2010 Loan Agreement (the 2010 Loan Transaction). On March 29, 2010,
the Company borrowed an initial amount of $1,250,000. Subject to the
Lenders approval, the Company may borrow in the aggregate up to an
additional $1,750,000 at subsequent closings pursuant to the terms of
the 2010 Loan Agreement and 2010 Notes. The 2010 Notes are secured by
a lien on all of the assets of the Company. Amounts borrowed under the
2010 Notes accrue interest at the rate of 15% per annum, which
increases to 18% per annum following an event of default. Unless
earlier paid in accordance with the terms of the 2010 Notes, 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.(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,
2009 was $584,710. 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.  35




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(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
     Research and Development Accruals
   36




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Incentive Award Accruals
  Stock-based Compensation
      37




---



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Three Months EndedMarch 31,
    
    
    March 31,2010
    
    
    2009Expected life from grant date
    
    
    6.67  7.72
    
    
    
    6.08Expected volatility
    
    
    114%  116%
    
    
    
    97
    %Risk free interest rate
    
    
    3.156%  3.411%
    
    
    
    1.52
    %Dividend yield
    
    
    
    
    
    
    
  Period fromJune 14, 2004Three Months Ended
    
    
    (Date of Inception) toMarch 31,
    
    
    March 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010 _Research and development expense
    
    $
    46,690
    
    
    $
    97,217
    
    
    $
    1,126,116General and administrative expense
    
    
    221,319
    
    
    
    241,835
    
    
    
    3,026,181Total
    
    $
    268,009
    
    
    $
    339,052
    
    
    $
    4,152,297
   Period fromJune 14, 2004Three Months Ended
    
    
    (Date of Inception) toMarch 31,
    
    
    March 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010Research and development expense
    
    $
    3,581
    
    
    $
    3,894
    
    
    $
    19,949General and administrative expense
    
    
    11,128
    
    
    
    11,621
    
    
    
    60,676Total
    
    $
    14,709
    
    
    $
    15,515
    
    
    $
    80,625
   38




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Forward-looking statements
  
    
    the Companys ability to find a market maker to apply and be cleared by the Financial
Industry Regulatory Authority to quote the Companys common stock on the OTC Bulletin Board;
    
    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 new loan from Bay City
Capital, as described in Note 6 in the notes to the unaudited condensed financial
statements;
    
    the Companys ability to obtain necessary financing in the near term, including amounts
necessary to repay the previous loan from Bay City Capital following the April 1, 2010
maturity date;
    
    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 unaudited condensed 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;
    
    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 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;
    
    the results of any future clinical trials of the Company;
    
    if the results of the ACS and CEA 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;
  39




---



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
    
    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;
    
    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 the Companys Annual Report
on Form 10-K for the fiscal year ended December 31, 2009.
  
 Item 4T. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
  
 PART II.  OTHER INFORMATION
 
 Item 1A. Risk Factors
   40




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Item 6. Exhibits
 ExhibitNumber
    
    Description3.1

    
    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 to Purchase Common Stock of VIA Pharmaceuticals, Inc. issued to Bay City Capital Fund IV Fund,
L.P., dated March 12, 2009 (filed as Exhibit 4.1 to the Form 8-K filed on March 12, 2009 and
incorporated herein by reference)4.4

    
    Warrant to Purchase Common Stock of VIA Pharmaceuticals, Inc. issued to Bay City Capital Fund IV
Co-Investment Fund, L.P., dated March 12, 2009 (filed as Exhibit 4.2 to the Form 8-K filed on March
12, 2009 and incorporated herein by reference)4.5

    
    Warrant to Purchase Common Stock of VIA Pharmaceuticals, Inc. issued to Bay City Capital Fund IV Fund,
L.P., dated March 26, 2010 (filed as Exhibit 4.5 to the Form 10-K filed on March 31, 2010 and
incorporated herein by reference)4.6

    
    Warrant to Purchase Common Stock of VIA Pharmaceuticals, Inc. issued to Bay City Capital Fund IV
Co-Investment Fund, L.P., dated March 26, 2010 (filed as Exhibit 4.6 to the Form 10-K filed on March
31, 2010 and incorporated herein by reference)4.7

    
    Second Amended and Restated Registration Rights Agreement, dated as of March 12, 2009, by and among
VIA Pharmaceuticals, Inc. and the parties named therein (filed as Exhibit 4.3 to the Form 8-K filed on
March 12, 2009 and incorporated herein by reference)4.8

    
    Amendment No. 1 to the Second Amended and Restated Registration Rights Agreement, dated as of March
26, 2010, by and among VIA Pharmaceuticals, Inc. and the parties named therein (filed as Exhibit 4.8
to the Form 10-K filed on March 31, 2010 and incorporated herein by reference)10.1

    
    Note and Warrant Purchase Agreement, dated as of March 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)
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##### Table of Contents



ExhibitNumber

    
    Description10.2

    
    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)10.3

    
    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)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  42




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##### Table of Contents



VIA PHARMACEUTICALS, INC.By:
    /s/ Karen S. WrightKaren S. WrightVice President, Controller
Duly Authorized Officer and Principal Financial
Officer  43