##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-Q
 
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2009
 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.
  
 DELAWARE
    
    33-0687976(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    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)
 o þ




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##### 



Page No.PART I.  FINANCIAL INFORMATIONItem 1. Condensed Financial StatementsUnaudited Condensed Balance Sheets as of June 30, 2009 and December 31, 2008
    
    
    1Unaudited Condensed Statements of Operations for the Three and Six Month Periods Ended
June 30, 2009 and 2008, and for the Period from June 14, 2004 (date of inception) to June
30, 2009
    
    
    2Unaudited Condensed Statements of Cash Flows for the Six Month Periods Ended June 30,
2009 and 2008, and for the Period from June 14, 2004 (date of inception) to June 30, 2009
    
    
    3Notes to the Unaudited Condensed Financial Statements
    
    
    4Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    21Item 4T. Controls and Procedures
    
    
    36PART II.  OTHER INFORMATION
    
    
    36Item 1A. Risk Factors
    
    
    36Item 4. Submission of Matters to a Vote of Security Holders
    
    
    38Item 6. Exhibits
    
    
    38SIGNATURE
    
    
    40EXHIBITSEX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



PART I.  FINANCIAL INFORMATION
 
 Item 1.
    
    Condensed Financial Statements
 VIA PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)
 
 UNAUDITED CONDENSED BALANCE SHEETS
 June 30,
    
    
    December 31,2009
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    2,916,190
    
    
    $
    4,064,545Prepaid expenses and other current assets
    
    
    287,295
    
    
    
    604,080Total current assets
    
    
    3,203,485
    
    
    
    4,668,625Property and equipment-net
    
    
    229,028
    
    
    
    291,804Other non-current assets
    
    
    40,374
    
    
    
    40,374Total
    
    $
    3,472,887
    
    
    $
    5,000,803LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    290,147
    
    
    $
    753,824Accrued expenses and other liabilities
    
    
    2,294,966
    
    
    
    2,652,458Interest payable  affiliate
    
    
    128,219
    
    
    
    Notes payable  affiliate  net of discount of $2,920,920
    
    
    3,079,080
    
    
    
    Total current liabilities
    
    
    5,792,412
    
    
    
    3,406,282Deferred rent
    
    
    35,748
    
    
    
    30,637Total liabilities
    
    
    5,828,160
    
    
    
    3,436,919Commitments and contingenciesStockholders equity (deficit):Common stock, $0.001 par value-200,000,000 shares
authorized at June 30, 2009 and December 31, 2008;
20,646,374 and 20,592,718 shares issued and outstanding
at June 30, 2009 and December 31, 2008, respectively
    
    
    20,646
    
    
    
    20,593Preferred stock Series A, $0.001 par value-5,000,000
shares authorized at June 30, 2009 and December 31,
2008; 0 shares issued and outstanding at June 30, 2009
and December 31, 2008
    
    
    
    
    
    
    Convertible preferred stock Series C, $0.001 par
value-17,000 shares authorized at June 30, 2009 and
December 31, 2008; 2,000 shares issued and outstanding
at June 30, 2009 and
December 31, 2008; liquidation preference of $2,000,000
    
    
    2
    
    
    
    2Additional paid-in capital
    
    
    66,943,647
    
    
    
    62,169,530Deficit accumulated in the development stage
    
    
    (69,319,568
    )
    
    
    (60,626,241
    )Total stockholders equity (deficit)
    
    
    (2,355,273
    )
    
    
    1,563,884Total
    
    $
    3,472,887
    
    
    $
    5,000,803
  1




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##### Table of Contents



VIA PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)
 
 UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
 Period FromJune 14, 2004(Date ofThree Months Ended
    
    
    Six Months Ended
    
    
    Inception) toJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009Revenue
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Operating costs and
expenses:Research and development
    
    
    1,508,053
    
    
    
    3,120,027
    
    
    
    3,642,809
    
    
    
    6,438,189
    
    
    
    38,493,772General and
administration
    
    
    1,729,884
    
    
    
    2,106,815
    
    
    
    3,793,904
    
    
    
    4,771,772
    
    
    
    25,641,637Merger transaction costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,824,090Total operating
costs and expenses
    
    
    3,237,937
    
    
    
    5,226,842
    
    
    
    7,436,713
    
    
    
    11,209,961
    
    
    
    67,959,499Operating loss
    
    
    (3,237,937
    )
    
    
    (5,226,842
    )
    
    
    (7,436,713
    )
    
    
    (11,209,961
    )
    
    
    (67,959,499
    )Other income (expense):Interest income
    
    
    
    
    
    
    50,438
    
    
    
    
    
    
    
    153,192
    
    
    
    914,628Interest expense
    
    
    (1,152,953
    )
    
    
    (94
    )
    
    
    (1,266,170
    )
    
    
    (214
    )
    
    
    (2,271,263
    )Other (expense) income
    
    
    (299
    )
    
    
    5,475
    
    
    
    9,556
    
    
    
    (23,264
    )
    
    
    (3,434
    )Total other income
(expense)
    
    
    (1,153,252
    )
    
    
    55,819
    
    
    
    (1,256,614
    )
    
    
    129,714
    
    
    
    (1,360,069
    )Net Loss
    
    $
    (4,391,189
    )
    
    $
    (5,171,023
    )
    
    $
    (8,693,327
    )
    
    $
    (11,080,247
    )
    
    $
    (69,319,568
    )Loss per share of common
stockbasic and diluted
    
    $
    (0.22
    )
    
    $
    (0.27
    )
    
    $
    (0.44
    )
    
    $
    (0.57
    )Weighted average shares
outstandingbasic and
diluted
    
    
    19,894,804
    
    
    
    19,588,094
    
    
    
    19,805,994
    
    
    
    19,581,217
  2




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VIA PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)
 
 UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
 Period FromJune 14, 2004(Date ofSix Months Ended
    
    
    Inception) toJune 30,
    
    
    June 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009Cash flows from operating activities:Net loss
    
    $
    (8,693,327
    )
    
    $
    (11,080,247
    )
    
    $
    (69,319,568
    )Adjustments to reconcile net loss to net cash used in operating
activities:Depreciation and amortization
    
    
    69,495
    
    
    
    80,736
    
    
    
    463,008Amortization of discount on notes payable affiliate
    
    
    1,137,951
    
    
    
    
    
    
    
    1,137,951Loss on disposal of property and equipment
    
    
    
    
    
    
    
    
    
    
    4,163Change in unrealized gain on foreign currency hedge
    
    
    
    
    
    
    (6,015
    )
    
    
    Stock compensation expense
    
    
    713,366
    
    
    
    790,112
    
    
    
    3,405,793Deferred rent
    
    
    5,111
    
    
    
    1,761
    
    
    
    35,748Changes in assets and liabilities:Prepaid expenses and other assets
    
    
    316,785
    
    
    
    173,180
    
    
    
    (352,669
    )Accounts payable
    
    
    (463,678
    )
    
    
    (400,500
    )
    
    
    286,657Accrued expenses and other liabilities
    
    
    (357,491
    )
    
    
    (33,254
    )
    
    
    2,394,968Interest payable affiliate
    
    
    128,219
    
    
    
    
    
    
    
    1,120,941Net cash used in operating activities
    
    
    (7,143,569
    )
    
    
    (10,474,227
    )
    
    
    (60,823,008
    )Cash flows from investing activities:Purchase of property and equipment
    
    
    (7,251
    )
    
    
    (106,953
    )
    
    
    (655,271
    )Sale of property and equipment
    
    
    532
    
    
    
    
    
    
    
    532Cash provided in the Merger
    
    
    
    
    
    
    
    
    
    
    11,147,160Capitalized merger transaction costs
    
    
    
    
    
    
    
    
    
    
    (350,069
    )Net cash provided by (used in) investing activities
    
    
    (6,719
    )
    
    
    (106,953
    )
    
    
    10,142,352Cash flows from financing activities:Proceeds from convertible promissory notes affiliate
    
    
    
    
    
    
    
    
    
    
    24,425,000Proceeds from notes payable affiliate
    
    
    6,000,000
    
    
    
    
    
    
    
    6,000,000Capital lease payments
    
    
    
    
    
    
    (1,518
    )
    
    
    (11,973
    )Issuance of common stock
    
    
    
    
    
    
    
    
    
    
    23,141,360Exercise of stock options for the issuance of common stock
    
    
    1,933
    
    
    
    
    
    
    
    48,259Repurchase and retirement of common stock
    
    
    
    
    
    
    
    
    
    
    (5,800
    )Net cash provided by (used in) financing activities
    
    
    6,001,933
    
    
    
    (1,518
    )
    
    
    53,596,846Increase (decrease) in cash and cash equivalents
    
    
    (1,148,355
    )
    
    
    (10,582,698
    )
    
    
    2,916,190Cash and cash equivalents-beginning of period
    
    
    4,064,545
    
    
    
    23,098,764
    
    
    
    Cash and cash equivalents-end of period
    
    $
    2,916,190
    
    
    $
    12,516,066
    
    
    $
    2,916,190Supplemental disclosure of noncash activities:Issuance of warrant and related discount on notes payable 
affiliate
    
    $
    4,058,871
    
    
    $
    
    
    
    $
    4,058,871Interest 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
    
    $
    
    
    
    $
    215
    
    
    $
    7,856Taxes paid
    
    $
    1,716
    
    
    $
    3,470
    
    
    $
    41,165
  3




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




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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Basis of Presentation Accounting and Reporting by
Development Stage Enterprises
   Use of Estimates 
 Cash and Cash Equivalents 
 Property and Equipment 
 Long-Lived Assets 
 Research and Development Expenses  Accounting for Research and Development
Costs.
 5




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Fair Value of Financial and Derivative Instruments  Fair Value Measurement
 
    
    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.
 Accounting
for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Companys Own Stock Accounting for Derivative Instruments and Hedging Activities Determining Whether an Instrument (or Embedded Feature) Is Indexed to
an Entitys Own Stock Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants
 Changes in Level 3 Recurring Fair Value Measurements 
 6




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As ofJune 30, 2009Fair value  December 31, 2008
    
    $
    Warrants (1)
    
    
    4,058,871Change in unrealized gains related to financial instruments at June 30, 2009 (2)
    
    
    Fair value  June 30, 2009
    
    $
    4,058,871Total 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 date and do not result in gains and losses. 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 
  Three Months Ended
    
    
    Six Months EndedJune 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009
    
    
    June 30, 2008Net loss
    
    $
    (4,391,189
    )
    
    $
    (5,171,023
    )
    
    $
    (8,693,327
    )
    
    $
    (11,080,247
    )Basic and diluted net loss per share:Weighted-average shares of common stock outstanding
    
    
    20,647,205
    
    
    
    19,707,257
    
    
    
    20,622,386
    
    
    
    19,707,257Less: Weighted-average shares of common stock
subject to repurchase
    
    
    (752,401
    )
    
    
    (119,163
    )
    
    
    (816,392
    )
    
    
    (126,040
    )Weighted-average shares used in computing basic
net loss per share
    
    
    19,894,804
    
    
    
    19,588,094
    
    
    
    19,805,994
    
    
    
    19,581,217Dilutive effect of common share equivalents
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Weighted-average shares used in computing diluted
net loss per share
    
    
    19,894,804
    
    
    
    19,588,094
    
    
    
    19,805,994
    
    
    
    19,581,217Basic and diluted net loss per share
    
    $
    (0.22
    )
    
    $
    (0.27
    )
    
    $
    (0.44
    )
    
    $
    (0.57
    )
  7




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Three and Six Months EndedJune 30, 2009
    
    June 30, 2008Common stock equivalents (in shares):Shares of common stock subject to outstanding options
    
    
    2,743,689
    
    
    
    2,826,976Shares of common stock subject to outstanding warrants
    
    
    83,539,559
    
    
    
    231,454Shares of common stock subject to conversion from series C preferred stock
    
    
    
    
    
    
    Total shares of common stock equivalents
    
    
    86,283,248
    
    
    
    3,058,430
  Comprehensive Income (Loss) 
  Three Months Ended
    
    
    Six Months EndedJune 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009
    
    
    June 30, 2008Net loss
    
    $
    (4,391,189
    )
    
    $
    (5,171,023
    )
    
    $
    (8,693,327
    )
    
    $
    (11,080,247
    )Changes in unrealized gain (loss)
on foreign currency cash flow
hedges
    
    
    
    
    
    
    (5,534
    )
    
    
    
    
    
    
    (6,015
    )Basic and diluted net loss per share
    
    $
    (4,391,189
    )
    
    $
    (5,176,557
    )
    
    $
    (8,693,327
    )
    
    $
    (11,086,262
    )
 Derivative Instruments 
   8




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New Accounting Pronouncements  Accounting for
Transfers of Financial Assets  an amendment of FASB Statement No. 140 Consolidation of Variable Interest Entities
 Amendments to FASB interpretation No. 46(R)
 The FASB Accounting Standards Codification and
the Hierarchy of Generally Accepted Accounting Principles-a replacement of FASB Statement No. 162
 Recently Adopted Accounting Pronouncements  Interim Disclosures about Fair Value of Financial
Instruments Disclosures about Fair
Value of Financial Instruments Interim Financial Reporting
 Determining Fair Value When the Volume and
Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying
Transactions That Are Not Orderly
 Subsequent Events
  9




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3. STOCK-BASED COMPENSATION
 Share-Based Payment Accounting for Stock-Based
Compensation Accounting for Stock Issued
to Employees.
      Three Months Ended
    
    Six Months EndedJune 30, 2009
    
    June 30, 2008
    
    June 30, 2009
    
    June 30, 2008Expected life from grant date
    
    
    6.08
    
    
    
    6.08
    
    
    
    6.08
    
    
    
    2.50-6.08Expected volatility
    
    
    105
    %
    
    
    81
    %
    
    
    105
    %
    
    
    79%-81
    %Risk free interest rate
    
    
    2.89
    %
    
    
    3.49
    %
    
    
    2.89
    %
    
    
    2.48-3.49
    %Dividend yield
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  10




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Period fromJune 14, 2004Three Months Ended
    
    
    Six Months Ended
    
    
    (date of inception) toJune 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009Research and development expense
    
    $
    111,778
    
    
    $
    134,206
    
    
    $
    208,995
    
    
    $
    248,239
    
    
    $
    1,028,195General and administrative expense
    
    
    231,250
    
    
    
    242,934
    
    
    
    473,085
    
    
    
    541,873
    
    
    
    2,336,407Total
    
    $
    343,028
    
    
    $
    377,140
    
    
    $
    682,080
    
    
    $
    790,112
    
    
    $
    3,364,602
   Period fromJune 14, 2004Three Months Ended
    
    
    Six Months Ended
    
    
    (date of inception) toJune 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009Research and development expense
    
    $
    3,926
    
    
    $
    
    
    
    $
    7,820
    
    
    $
    
    
    
    $
    8,454General and administrative expense
    
    
    11,845
    
    
    
    
    
    
    
    23,466
    
    
    
    
    
    
    
    25,359Total
    
    $
    15,771
    
    
    $
    
    
    
    $
    31,286
    
    
    $
    
    
    
    $
    33,813
  4. RESEARCH AND DEVELOPMENT
   Period fromJune 14, 2004Three Months Ended
    
    
    Six Months Ended
    
    
    (date of inception) toJune 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009Externally generated R&D expense
    
    $
    817,598
    
    
    $
    1,890,096
    
    
    $
    2,253,473
    
    
    $
    4,109,573
    
    
    $
    27,319,449Internally generated R&D expense
    
    
    690,455
    
    
    
    1,229,931
    
    
    
    1,389,336
    
    
    
    2,328,616
    
    
    
    11,174,323Total
    
    $
    1,508,053
    
    
    $
    3,120,027
    
    
    $
    3,642,809
    
    
    $
    6,438,189
    
    
    $
    38,493,772
 11




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Period fromJune 14, 2004Three Months Ended
    
    
    Six Months Ended
    
    
    (date of inception) toJune 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009In-licensing expenses
    
    $
    
    
    
    $
    6,250
    
    
    $
    400,000
    
    
    $
    12,500
    
    
    $
    5,270,000CRO and investigator expenses
    
    
    157,512
    
    
    
    1,165,357
    
    
    
    688,266
    
    
    
    2,621,647
    
    
    
    10,347,490Consulting expenses
    
    
    435,075
    
    
    
    392,868
    
    
    
    704,204
    
    
    
    705,467
    
    
    
    6,002,742Other
    
    
    225,011
    
    
    
    325,621
    
    
    
    461,003
    
    
    
    769,959
    
    
    
    5,699,217Total
    
    $
    817,598
    
    
    $
    1,890,096
    
    
    $
    2,253,473
    
    
    $
    4,109,573
    
    
    $
    27,319,449
  Period fromJune 14, 2004Three Months Ended
    
    
    Six Months Ended
    
    
    (date of inception) toJune 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009Payroll and payroll related expenses
    
    $
    438,439
    
    
    $
    821,233
    
    
    $
    921,015
    
    
    $
    1,591,113
    
    
    $
    7,734,969Stock-based compensation
    
    
    115,703
    
    
    
    134,206
    
    
    
    216,814
    
    
    
    248,239
    
    
    
    1,036,647Travel and entertainment expenses
    
    
    66,231
    
    
    
    99,698
    
    
    
    105,016
    
    
    
    208,583
    
    
    
    1,090,386Other
    
    
    70,082
    
    
    
    174,794
    
    
    
    146,491
    
    
    
    280,681
    
    
    
    1,312,321Total
    
    $
    690,455
    
    
    $
    1,229,931
    
    
    $
    1,389,336
    
    
    $
    2,328,616
    
    
    $
    11,174,323
 5. PROPERTY AND EQUIPMENT
  June 30,
    
    
    December 31,2009
    
    
    2008Property and equipment at cost:Computer equipment and software
    
    $
    322,378
    
    
    $
    321,217Furniture and fixtures
    
    
    113,363
    
    
    
    108,869Office equipment
    
    
    38,282
    
    
    
    38,282Leasehold improvements
    
    
    129,740
    
    
    
    129,740Total property and equipment at cost
    
    
    603,763
    
    
    
    598,108Less: accumulated depreciation
    
    
    (374,735
    )
    
    
    (306,304
    )Total
    
    $
    229,028
    
    
    $
    291,804
  Period fromJune 14, 2004Three Months Ended
    
    
    Six Months Ended
    
    
    (date of inception) toJune 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009Research and development expense
    
    $
    6,009
    
    
    $
    10,895
    
    
    $
    11,865
    
    
    $
    20,761
    
    
    $
    121,501General and administrative expense
    
    
    28,561
    
    
    
    30,963
    
    
    
    57,630
    
    
    
    60,524
    
    
    
    315,507Total
    
    $
    34,570
    
    
    $
    41,858
    
    
    $
    69,495
    
    
    $
    81,285
    
    
    $
    437,008
 6. FINANCING ARRANGEMENTS
  12




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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
    
    
    
 .
 13




---



##### Table of Contents



May 19, 2009Expected life from grant date  in years
    
    
    4.81Expected volatility
    
    
    108.63
    %Risk free interest rate
    
    
    2.05
    %Dividend yield
    
    
    
 .
  June 29, 2009Expected life from grant date  in years
    
    
    4.7Expected volatility
    
    
    112.03
    %Risk free interest rate
    
    
    2.40
    %Dividend yield
    
    
    
 7. EQUITY
  Common Stock 
 June 30,
    
    December 31,(In shares)
    
    2009
    
    20082007 Incentive Award Plan  outstanding and available to grant
    
    
    3,328,398
    
    
    
    2,882,054Shares of common stock subject to outstanding warrants
    
    
    83,539,559
    
    
    
    207,479Shares of common stock subject to conversion from series C preferred stock
    
    
    
    
    
    
    Total shares of common stock equivalents
    
    
    86,867,957
    
    
    
    3,089,533
 14




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Preferred Stock 
  2002 Stock Option Plans 
 2004 Stock Option Plans 
 2007 Incentive Award Plan 
 15




---



##### Table of Contents



Restricted Stock 
  WeightedAverageGrant DateRestricted Stock Awards
    
    Shares
    
    
    Fair ValueUnvested at December 31, 2008
    
    
    852,750
    
    
    $
    0.15Granted
    
    
    
    
    
    
    Vested
    
    
    (212,978
    )
    
    $
    0.15Forfeited
    
    
    (3,959
    )
    
    $
    0.15Unvested at June 30, 2009
    
    
    635,813
    
    
    $
    0.15
  WeightedAverageOption Shares
    
    
    ExerciseOutstanding
    
    
    Price2007 Incentive Award Plan Options Outstanding  December 31, 2008
    
    
    2,807,927
    
    
    $
    6.77Granted
    
    
    11,000
    
    
    $
    0.18Exercised
    
    
    (57,615
    )
    
    $
    0.03Canceled
    
    
    (17,623
    )
    
    $
    3.812007 Incentive Award Plan Options Outstanding  June 30, 2009
    
    
    2,743,689
    
    
    $
    6.90
  16




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##### Table of Contents



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
    
    
    183,565
    
    
    
    5.91
    
    
    $
    0.03
    
    
    
    183,565
    
    
    
    5.91
    
    
    $
    0.03
    
    
    
    183,565
    
    
    $
    0.03$0.14
    
    
    87,718
    
    
    
    7.32
    
    
    $
    0.14
    
    
    
    87,584
    
    
    
    7.32
    
    
    $
    0.14
    
    
    
    82,643
    
    
    $
    0.14$0.15
    
    
    50,000
    
    
    
    9.47
    
    
    $
    0.15
    
    
    
    50,000
    
    
    
    9.47
    
    
    $
    0.15
    
    
    
    50,000
    
    
    $
    0.15$0.18
    
    
    11,000
    
    
    
    9.79
    
    
    $
    0.18
    
    
    
    10,710
    
    
    
    9.79
    
    
    $
    0.18
    
    
    
    
    
    
    $
    0.18$1.70
    
    
    750
    
    
    
    9.12
    
    
    $
    1.70
    
    
    
    730
    
    
    
    9.12
    
    
    $
    1.70
    
    
    
    
    
    
    $
    1.70$2.19
    
    
    35,000
    
    
    
    8.97
    
    
    $
    2.19
    
    
    
    34,326
    
    
    
    8.97
    
    
    $
    2.19
    
    
    
    9,479
    
    
    $
    2.19$2.38
    
    
    1,385,150
    
    
    
    8.47
    
    
    $
    2.38
    
    
    
    1,363,659
    
    
    
    8.47
    
    
    $
    2.38
    
    
    
    571,091
    
    
    $
    2.38$2.90
    
    
    235,000
    
    
    
    8.55
    
    
    $
    2.90
    
    
    
    230,993
    
    
    
    8.55
    
    
    $
    2.90
    
    
    
    83,228
    
    
    $
    2.90$3.10
    
    
    12,000
    
    
    
    8.73
    
    
    $
    3.10
    
    
    
    11,783
    
    
    
    8.73
    
    
    $
    3.10
    
    
    
    3,770
    
    
    $
    3.10$3.48
    
    
    390,206
    
    
    
    8.09
    
    
    $
    3.48
    
    
    
    384,638
    
    
    
    8.09
    
    
    $
    3.48
    
    
    
    179,288
    
    
    $
    3.48$5.10
    
    
    22,300
    
    
    
    7.93
    
    
    $
    5.10
    
    
    
    22,300
    
    
    
    7.93
    
    
    $
    5.10
    
    
    
    22,300
    
    
    $
    5.10$5.55
    
    
    18,586
    
    
    
    7.93
    
    
    $
    5.55
    
    
    
    18,586
    
    
    
    7.93
    
    
    $
    5.55
    
    
    
    18,586
    
    
    $
    5.55$11.25-1023.75
    
    
    312,414
    
    
    
    5.40
    
    
    $
    42.36
    
    
    
    312,414
    
    
    
    5.40
    
    
    $
    42.36
    
    
    
    312,414
    
    
    $
    42.362,743,689
    
    
    
    7.89
    
    
    $
    6.90
    
    
    
    2,711,288
    
    
    
    7.89
    
    
    $
    6.95
    
    
    
    1,516,364
    
    
    $
    10.38
  Warrants  additional paid-in capital 
  Warrants 
  17




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8. RELATED PARTIES
    18




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##### Table of Contents



9. COMMITMENTS
 Operating Leases
  AmountJuly through December 2009
    
    $
    216,4132010
    
    
    437,5972011
    
    
    445,7772012
    
    
    362,4682013
    
    
    139,742Total minimum lease payments
    
    $
    1,601,997
  10. INCOME TAXES
    19




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11. EMPLOYEE BENEFIT PLANS
  20




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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, 2008 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
      Background
  21




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22




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23




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##### 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
  24




---



##### Table of Contents




    
    compensation of personnel associated with research and development activities, including
consultants, investigators, and contract research organizations (CROs);
    
    in-licensing fees;
    
    laboratory supplies and materials;
    
    costs associated with the manufacture of product candidates for preclinical testing and
clinical studies;
    
    preclinical costs, including toxicology and carcinogenicity studies;
    
    fees paid to professional service providers for independent monitoring and analysis of
the Companys clinical trials;
    
    depreciation and equipment; and
    
    allocated costs of facilities and infrastructure.
  Period fromJune 14, 2004Three Months Ended
    
    
    Six Months Ended
    
    
    (date of inception) toJune 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009Externally generated R&D expense
    
    $
    817,598
    
    
    $
    1,890,096
    
    
    $
    2,253,473
    
    
    $
    4,109,573
    
    
    $
    27,319,449Internally generated R&D expense
    
    
    690,455
    
    
    
    1,229,931
    
    
    
    1,389,336
    
    
    
    2,328,616
    
    
    
    11,174,323Total
    
    $
    1,508,053
    
    
    $
    3,120,027
    
    
    $
    3,642,809
    
    
    $
    6,438,189
    
    
    $
    38,493,772
  Period fromJune 14, 2004Three Months Ended
    
    
    Six Months Ended
    
    
    (date of inception) toJune 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009In-licensing expenses
    
    $
    
    
    
    $
    6,250
    
    
    $
    400,000
    
    
    $
    12,500
    
    
    $
    5,270,000CRO and investigator expenses
    
    
    157,512
    
    
    
    1,165,357
    
    
    
    688,266
    
    
    
    2,621,647
    
    
    
    10,347,490Consulting expenses
    
    
    435,075
    
    
    
    392,868
    
    
    
    704,204
    
    
    
    705,467
    
    
    
    6,002,742Other
    
    
    225,011
    
    
    
    325,621
    
    
    
    461,003
    
    
    
    769,959
    
    
    
    5,699,217Total
    
    $
    817,598
    
    
    $
    1,890,096
    
    
    $
    2,253,473
    
    
    $
    4,109,573
    
    
    $
    27,319,449
 25




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Period fromJune 14, 2004Three Months Ended
    
    
    Six Months Ended
    
    
    (date of inception) toJune 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009Payroll and payroll related expenses
    
    $
    438,439
    
    
    $
    821,233
    
    
    $
    921,015
    
    
    $
    1,591,113
    
    
    $
    7,734,969Stock-based compensation
    
    
    115,703
    
    
    
    134,206
    
    
    
    216,814
    
    
    
    248,239
    
    
    
    1,036,647Travel and entertainment expenses
    
    
    66,231
    
    
    
    99,698
    
    
    
    105,016
    
    
    
    208,583
    
    
    
    1,090,386Other
    
    
    70,082
    
    
    
    174,794
    
    
    
    146,491
    
    
    
    280,681
    
    
    
    1,312,321Total
    
    $
    690,455
    
    
    $
    1,229,931
    
    
    $
    1,389,336
    
    
    $
    2,328,616
    
    
    $
    11,174,323
    General and Administrative
   26




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##### Table of Contents



Interest Income, Interest Expense and Other Expenses
  Results of Operations
 Comparison of the three months ended June 30, 2009 and 2008
  Three Months EndedJune 30, 2009
    
    June 30, 2008
    
    $ Change
    
    % ChangeRevenue
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    
    Research and development expense
    
    
    1,508,053
    
    
    
    3,120,027
    
    
    
    (1,611,974
    )
    
    
    (52
    )%General and administrative expense
    
    
    1,729,884
    
    
    
    2,106,815
    
    
    
    (376,931
    )
    
    
    (18
    )%Interest income
    
    
    
    
    
    
    50,438
    
    
    
    (50,438
    )
    
    
    Interest expense
    
    
    1,152,953
    
    
    
    94
    
    
    
    1,152,859
    
    
    
    Other income/(expense)
    
    
    (299
    )
    
    
    5,475
    
    
    
    (5,774
    )
    
    
    (105
    )%
 Revenue .
 Research and Development Expense.
 General and Administrative Expense.
 27




---



##### Table of Contents



Interest Income.
 Interest Expense.
 Other Income/(Expense).
 Income Tax Expense .
 Comparison of the six months ended June 30, 2009 and 2008
  Six Months EndedJune 30, 2009
    
    June 30, 2008
    
    $ Change
    
    % ChangeRevenue
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    
    Research and development expense
    
    
    3,642,809
    
    
    
    6,438,189
    
    
    
    (2,795,380
    )
    
    
    (43
    )%General and administrative expense
    
    
    3,793,904
    
    
    
    4,771,772
    
    
    
    (977,868
    )
    
    
    (20
    )%Interest income
    
    
    
    
    
    
    153,192
    
    
    
    (153,192
    )
    
    
    Interest expense
    
    
    1,266,170
    
    
    
    214
    
    
    
    1,265,956
    
    
    
    Other income/(expense)
    
    
    9,556
    
    
    
    (23,264
    )
    
    
    32,820
    
    
    
    141
    %
 Revenue .
 Research and Development Expense.
 General and Administrative Expense.
 28




---



##### Table of Contents



Interest Income.
 Interest Expense.
 Other Income/(Expense).
 Income Tax Expense .
 Liquidity and Capital Resources
    29




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30




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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)
    
    $
    1,601,997
    
    
    $
    433,507
    
    
    $
    861,058
    
    
    $
    307,432
    
    
    $
    Notes payable  affiliate (2)
    
    
    6,000,000
    
    
    
    6,000,000
    
    
    
    
    
    
    
    
    
    
    
    Uncertain tax positions (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    7,601,997
    
    
    $
    6,433,507
    
    
    $
    861,058
    
    
    $
    307,432
    
    
    $
    
 
 (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 to the Unaudited Condensed Financial Statements, in March
2009, the Company entered into a Note and Warrant Purchase Agreement (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 promissory notes (collectively, the Notes) delivered
under the Loan Agreement (the Loan Transaction). On March 12, 2009, the Company borrowed an
initial amount of $2.0 million, and during the three months ended June 30, 2009, the Company
made a $2.0 million draw on May 19, 2009, and another $2.0 million draw on June 29, 2009.
Subject to the Lenders approval, the Company may borrow in the aggregate up to an additional
$4.0 million at subsequent closings pursuant to the terms of the Loan Agreement and Notes. 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. 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) September 14, 2009,
(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 $20.0 million (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.(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. 31




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Off-Balance Sheet Arrangements
  Critical Accounting Policies
     Research and Development Accruals
  32




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Stock-based Compensation
 Share-Based Payment Accounting for Stock-Based Compensation Accounting for Stock Issued to Employees.
     33




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##### Table of Contents



Three Months Ended
    
    Six Months EndedJune 30, 2009
    
    June 30, 2008
    
    June 30, 2009
    
    June 30, 2008Expected life from grant date
    
    
    6.08
    
    
    
    6.08
    
    
    
    6.08
    
    
    
    2.50-6.08Expected volatility
    
    
    105
    %
    
    
    81
    %
    
    
    105
    %
    
    
    79%-81
    %Risk free interest rate
    
    
    2.89
    %
    
    
    3.49
    %
    
    
    2.89
    %
    
    
    2.48-3.49
    %Dividend yield
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  Period fromJune 14, 2004Three Months Ended
    
    
    Six Months Ended
    
    
    (date of inception) toJune 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009Research and development expense
    
    $
    111,778
    
    
    $
    134,206
    
    
    $
    208,995
    
    
    $
    248,239
    
    
    $
    1,028,195General and administrative expense
    
    
    231,250
    
    
    
    242,934
    
    
    
    473,085
    
    
    
    541,873
    
    
    
    2,336,407Total
    
    $
    343,028
    
    
    $
    377,140
    
    
    $
    682,080
    
    
    $
    790,112
    
    
    $
    3,364,602
   Period fromJune 14, 2004Three Months Ended
    
    
    Six Months Ended
    
    
    (date of inception) toJune 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009Research and development expense
    
    $
    3,926
    
    
    $
    
    
    
    $
    7,820
    
    
    $
    
    
    
    $
    8,454General and administrative expense
    
    
    11,845
    
    
    
    
    
    
    
    23,466
    
    
    
    
    
    
    
    25,359Total
    
    $
    15,771
    
    
    $
    
    
    
    $
    31,286
    
    
    $
    
    
    
    $
    33,813
  Forward-looking statements
  34




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
    
    the Companys ability to borrow additional amounts under the loan from the Lenders, which
is subject to the discretion of the Lenders;
    
    the Companys ability to obtain necessary financing in the near term, including amounts
necessary to repay the loan from the Lenders 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 from the Lenders;
    
    the Companys ability to maintain the listing of its common stock on NASDAQ;
    
    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 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,
interpreted differently by regulatory authorities or negated by later stage clinical trials;
    
    the Companys ability to obtain necessary FDA approvals, including to initiate future
clinical trials of VIA-2291;
    
    the Companys ability to successfully commercialize VIA-2291;
    
    the Companys ability to identify potential clinical candidates from the family of
DGAT1 compounds licensed and move them into preclinical development;
    
    the Companys ability to obtain and protect its intellectual property related to its
product candidates;
    
    the Companys potential for future growth and the development of its product pipeline,
including the THR beta agonist candidate and the other compounds licensed from Roche;
    
    the Companys ability to obtain strategic opportunities to partner and collaborate with
large biotechnology or pharmaceutical companies to further develop VIA-2291;
    
    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 year ended December 31, 2008, as supplemented by the risks described
under Risk Factors in Part II, Item 1A in the Companys Quarterly Report on Form 10-Q for
the quarter ended March 31, 2009 and Risk Factors in Part II, Item 1A of this Quarterly
Report on Form 10-Q.
  35




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##### Table of Contents



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
  Risk Related to the Companys Financial Results
 We are uncertain of our ability to service our indebtedness. If we are unable to repay our debt
when it comes due, we may not be able to continue to operate our business.
   36




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##### Table of Contents



Risk 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.
     37




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##### Table of Contents



Item 4.
    
    Submission of Matters to a Vote of Security Holders
   Nominee
    
    For
    
    Against
    
    WithheldLawrence K. Cohen
    
    
    17,898,214
    
    
    
    0
    
    
    
    619,953Douglass B. Given
    
    
    17,910,285
    
    
    
    0
    
    
    
    607,882Mark N.K. Bagnall
    
    
    17,997,497
    
    
    
    0
    
    
    
    520,670Fred B. Craves
    
    
    17,910,302
    
    
    
    0
    
    
    
    607,865David T. Howard
    
    
    17,997,515
    
    
    
    0
    
    
    
    520,652John R. Larson
    
    
    18,013,184
    
    
    
    0
    
    
    
    504,983
  For
    
    Against
    
    Abstain18,453,230
    
    43,414
    
    21,523
 
 Item 6.
    
    Exhibits
 Exhibit No.
    
    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)
 38




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##### Table of Contents



Exhibit No.
    
    Description3.8
    
    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 of VIA Pharmaceuticals, Inc. (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,
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
    
    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)31.1*
    
    Principal Executive Officers Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2*
    
    Principal Financial Officers Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1*
    
    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 39




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VIA PHARMACEUTICALS, INC.By:
    /s/ James G. StewartJames G. StewartSenior Vice President, Chief Financial Officer
Duly Authorized Officer and Principal Financial
Officer 40