##### 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 September 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.
 (Exact name of registrant as specified in its charter)
 
 DELAWARE
    
    33-0687976(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 750 Battery Street, Suite 330
San Francisco, CA 94111
(Address of principal executive offices)
 (415) 283-2200
(Registrants telephone number, including area code)
 
 þ o
 Yes
o No o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
 Yes o No þ




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##### 



Page No.PART I.  FINANCIAL INFORMATIONItem 1. Condensed Financial StatementsUnaudited Condensed Balance Sheets as of September 30, 2009 and December 31, 2008
    
    
    1Unaudited Condensed Statements of Operations for the Three and Nine Month Periods Ended September 30, 2009 and 2008, and for the Period from June 14, 2004 (date of inception) to September 30, 2009
    
    
    2Unaudited Condensed Statements of Cash Flows for the Nine Month Periods Ended September 30, 2009 and 2008, and for the Period from June 14, 2004 (date of inception) to September 30, 2009
    
    
    3Notes to the Unaudited Condensed Financial Statements
    
    
    4Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    22Item 4T. Controls and Procedures
    
    
    38PART II.  OTHER INFORMATION
    
    
    38Item 1A. Risk Factors
    
    
    38Item 6. Exhibits
    
    
    39SIGNATURE
    
    
    41EXHIBITSExhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   i




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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
 September 30,
    
    
    December 31,2009
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    4,591,488
    
    
    $
    4,064,545Prepaid expenses and other current assets
    
    
    276,972
    
    
    
    604,080Total current assets
    
    
    4,868,460
    
    
    
    4,668,625Property and equipment-net
    
    
    203,323
    
    
    
    291,804Other non-current assets
    
    
    40,374
    
    
    
    40,374Total
    
    $
    5,112,157
    
    
    $
    5,000,803LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    330,386
    
    
    $
    753,824Accrued expenses and other liabilities
    
    
    2,630,402
    
    
    
    2,652,458Interest payable  affiliate
    
    
    410,959
    
    
    
    Notes payable  affiliate  net of discount of $1,059,914
    
    
    8,940,086
    
    
    
    Total current liabilities
    
    
    12,311,833
    
    
    
    3,406,282Deferred rent
    
    
    36,599
    
    
    
    30,637Total liabilities
    
    
    12,348,432
    
    
    
    3,436,919Commitments and contingenciesStockholders equity (deficit):Common stock, $0.001 par value-200,000,000 shares
authorized at September 30, 2009 and December 31, 2008;
20,646,374 and 20,592,718 shares issued and outstanding
at September 30, 2009 and December 31, 2008,
respectively
    
    
    20,646
    
    
    
    20,593Preferred stock Series A, $0.001 par value-5,000,000
shares authorized at September 30, 2009 and December 31,
2008; 0 shares issued and outstanding at September 30,
2009 and December 31, 2008
    
    
    
    
    
    
    Convertible preferred stock Series C, $0.001 par
value-17,000 shares authorized at September 30, 2009 and
December 31, 2008; 2,000 shares issued and outstanding
at September 30, 2009 and December 31, 2008; liquidation
preference of $2,000,000
    
    
    2
    
    
    
    2Additional paid-in capital
    
    
    70,100,691
    
    
    
    62,169,530Deficit accumulated in the development stage
    
    
    (77,357,614
    )
    
    
    (60,626,241
    )Total stockholders equity (deficit)
    
    
    (7,236,275
    )
    
    
    1,563,884Total
    
    $
    5,112,157
    
    
    $
    5,000,803
   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
    
    
    Nine Months Ended
    
    
    Inception) toSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009Revenue
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Operating costs and
expenses:Research and development
    
    
    1,306,309
    
    
    
    3,155,013
    
    
    
    4,949,118
    
    
    
    9,593,202
    
    
    
    39,800,081General and
administration
    
    
    1,697,476
    
    
    
    1,869,366
    
    
    
    5,491,380
    
    
    
    6,641,138
    
    
    
    27,339,113Merger transaction costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,824,090Total operating
costs and expenses
    
    
    3,003,785
    
    
    
    5,024,379
    
    
    
    10,440,498
    
    
    
    16,234,340
    
    
    
    70,963,284Operating loss
    
    
    (3,003,785
    )
    
    
    (5,024,379
    )
    
    
    (10,440,498
    )
    
    
    (16,234,340
    )
    
    
    (70,963,284
    )Other income (expense):Interest income
    
    
    
    
    
    
    32,002
    
    
    
    
    
    
    
    185,195
    
    
    
    914,628Interest expense
    
    
    (5,033,598
    )
    
    
    (3,891
    )
    
    
    (6,299,768
    )
    
    
    (4,106
    )
    
    
    (7,304,861
    )Other (expense) income
    
    
    (663
    )
    
    
    28,996
    
    
    
    8,893
    
    
    
    5,732
    
    
    
    (4,097
    )Total other income
(expense)
    
    
    (5,034,261
    )
    
    
    57,107
    
    
    
    (6,290,875
    )
    
    
    186,821
    
    
    
    (6,394,330
    )Net Loss
    
    $
    (8,038,046
    )
    
    $
    (4,967,272
    )
    
    $
    (16,731,373
    )
    
    $
    (16,047,519
    )
    
    $
    (77,357,614
    )Loss per share of common
stockbasic and diluted
    
    $
    (0.40
    )
    
    $
    (0.25
    )
    
    $
    (0.84
    )
    
    $
    (0.82
    )Weighted-average shares
outstandingbasic and
diluted
    
    
    20,014,457
    
    
    
    19,620,757
    
    
    
    19,875,482
    
    
    
    19,594,397
   2




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VIA PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)
 
 UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
 Period FromJune 14, 2004(Date ofNine Months Ended
    
    
    Inception) toSeptember 30,
    
    
    September 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009Cash flows from operating activities:Net loss
    
    $
    (16,731,373
    )
    
    $
    (16,047,519
    )
    
    $
    (77,357,614
    )Adjustments to reconcile net loss to net cash used in operating
activities:Depreciation and amortization
    
    
    103,653
    
    
    
    125,861
    
    
    
    497,166Amortization of discount on notes payable affiliate
    
    
    5,888,810
    
    
    
    
    
    
    
    5,888,810Loss on disposal of property and equipment
    
    
    450
    
    
    
    4,163
    
    
    
    4,613Change in unrealized gain on foreign currency hedge
    
    
    
    
    
    
    (16,884
    )
    
    
    Stock compensation expense
    
    
    980,560
    
    
    
    1,035,336
    
    
    
    3,672,987Deferred rent
    
    
    5,961
    
    
    
    18,985
    
    
    
    36,598Changes in assets and liabilities:Prepaid expenses and other assets
    
    
    327,108
    
    
    
    337,875
    
    
    
    (342,346
    )Accounts payable
    
    
    (423,439
    )
    
    
    (293,030
    )
    
    
    326,896Accrued expenses and other liabilities
    
    
    (22,056
    )
    
    
    (630,298
    )
    
    
    2,730,403Interest payable affiliate
    
    
    410,959
    
    
    
    
    
    
    
    1,403,681Net cash used in operating activities
    
    
    (9,459,367
    )
    
    
    (15,465,511
    )
    
    
    (63,138,806
    )Cash flows from investing activities:Purchase of property and equipment
    
    
    (16,155
    )
    
    
    (129,983
    )
    
    
    (664,175
    )Sale of property and equipment
    
    
    532
    
    
    
    
    
    
    
    532Cash provided in the Merger
    
    
    
    
    
    
    
    
    
    
    11,147,160Capitalized merger transaction costs
    
    
    
    
    
    
    
    
    
    
    (350,069
    )Net cash provided by (used in) investing activities
    
    
    (15,623
    )
    
    
    (129,983
    )
    
    
    10,133,448Cash flows from financing activities:Proceeds from convertible promissory notes affiliate
    
    
    
    
    
    
    
    
    
    
    24,425,000Proceeds from notes payable affiliate
    
    
    10,000,000
    
    
    
    
    
    
    
    10,000,000Capital lease payments
    
    
    
    
    
    
    (2,051
    )
    
    
    (11,973
    )Issuance of common stock
    
    
    
    
    
    
    
    
    
    
    23,141,360Exercise of stock options for the issuance of common stock
    
    
    1,933
    
    
    
    653
    
    
    
    48,259Repurchase and retirement of common stock
    
    
    
    
    
    
    
    
    
    
    (5,800
    )Net cash provided by (used in) financing activities
    
    
    10,001,933
    
    
    
    (1,398
    )
    
    
    57,596,846Increase (decrease) in cash and cash equivalents
    
    
    526,943
    
    
    
    (15,596,892
    )
    
    
    4,591,488Cash and cash equivalents-beginning of period
    
    
    4,064,545
    
    
    
    23,098,764
    
    
    
    Cash and cash equivalents-end of period
    
    $
    4,591,488
    
    
    $
    7,501,872
    
    
    $
    4,591,488Supplemental disclosure of noncash activities:Issuance of warrant and related discount on notes payable 
affiliate
    
    $
    6,948,723
    
    
    $
    
    
    
    $
    6,948,723Interest 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
    
    $
    
    
    
    $
    4,106
    
    
    $
    7,856Taxes paid
    
    $
    116
    
    
    $
    4,241
    
    
    $
    39,565
   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 
   Use of Estimates 
 Cash and Cash Equivalents 
 Property and Equipment 
 Long-Lived Assets 
  5




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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.
  
    
    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.
   6




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Changes in Level 3 Recurring Fair Value Measurements 
 As ofSeptember 30,2009Fair value  December 31, 2008
    
    $
    Warrants (1)
    
    
    6,948,723Change in unrealized gains related to financial instruments at September 30, 2009 (2)
    
    
    Fair value  September 30, 2009
    
    $
    6,948,723Total 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 
 Segment Reporting 
 Earnings (Loss) Per Share of Common Stock 
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net loss
    
    $
    (8,038,046
    )
    
    $
    (4,967,272
    )
    
    $
    (16,731,373
    )
    
    $
    (16,047,519
    )Weighted-average shares of common stock outstanding
    
    
    20,646,374
    
    
    
    19,726,833
    
    
    
    20,630,382
    
    
    
    19,713,782Less: Weighted-average shares of common stock
subject to repurchase
    
    
    (631,917
    )
    
    
    (106,076
    )
    
    
    (754,900
    )
    
    
    (119,385
    )Weighted-average shares used in computing basic
net loss per share
    
    
    20,014,457
    
    
    
    19,620,757
    
    
    
    19,875,482
    
    
    
    19,594,397Dilutive effect of common share equivalents
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Weighted-average shares used in computing diluted
net loss per share
    
    
    20,014,457
    
    
    
    19,620,757
    
    
    
    19,875,482
    
    
    
    19,594,397Basic and diluted net loss per share
    
    $
    (0.40
    )
    
    $
    (0.25
    )
    
    $
    (0.84
    )
    
    $
    (0.82
    )
  7




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Three and nine months endedSeptember 30,
    
    
    September 30,2009
    
    
    2008Common stock equivalents (in shares):Shares of common stock subject to outstanding options
    
    
    2,740,733
    
    
    
    2,793,542Shares of common stock subject to outstanding warrants
    
    
    83,503,348
    
    
    
    231,454Shares of common stock subject to conversion from series C preferred stock
    
    
    
    
    
    
    Total shares of common stock equivalents
    
    
    86,244,081
    
    
    
    3,024,996
  Comprehensive Income (Loss) 
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net loss
    
    $
    (8,038,046
    )
    
    $
    (4,967,272
    )
    
    $
    (16,731,373
    )
    
    $
    (16,047,519
    )Change in unrealized
gain (loss) on foreign
currency cash flow
hedges
    
    
    
    
    
    
    (10,869
    )
    
    
    
    
    
    
    (16,884
    )Total comprehensive loss
    
    $
    (8,038,046
    )
    
    $
    (4,978,141
    )
    
    $
    (16,731,373
    )
    
    $
    (16,064,403
    )
 Derivative Instruments 
    8




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New Accounting Pronouncements 
  Recently Adopted Accounting Pronouncements 
 Subsequent Events 
 3. STOCK-BASED COMPENSATION
    9




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Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Expected life from grant date
    
    
    
    
    
    
    6.25
    
    
    
    6.08
    
    
    
    2.50-6.25Expected volatility
    
    
    
    %
    
    
    82
    %
    
    
    105
    %
    
    
    79%-82
    %Risk free interest rate
    
    
    
    %
    
    
    2.88
    %
    
    
    2.89
    %
    
    
    2.48-3.49
    %Dividend yield
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  Period fromJune 14, 2004Three months ended
    
    
    Nine months ended
    
    
    (date of inception) toSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009Research and development expense
    
    $
    19,115
    
    
    $
    32,557
    
    
    $
    228,110
    
    
    $
    280,796
    
    
    $
    1,047,310General and administrative expense
    
    
    232,121
    
    
    
    212,667
    
    
    
    705,206
    
    
    
    754,540
    
    
    
    2,568,528Total
    
    $
    251,236
    
    
    $
    245,224
    
    
    $
    933,316
    
    
    $
    1,035,336
    
    
    $
    3,615,838
   10




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##### Table of Contents



Period fromJune 14, 2004Three months ended
    
    
    Nine months ended
    
    
    (date of inception) toSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009Research and development expense
    
    $
    3,934
    
    
    $
    
    
    
    $
    11,754
    
    
    $
    
    
    
    $
    12,388General and administrative expense
    
    
    12,024
    
    
    
    
    
    
    
    35,490
    
    
    
    
    
    
    
    37,383Total
    
    $
    15,958
    
    
    $
    
    
    
    $
    47,244
    
    
    $
    
    
    
    $
    49,771
  4. RESEARCH AND DEVELOPMENT
   Period fromJune 14, 2004Three months ended
    
    
    Nine months ended
    
    
    (date of inception) toSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009Externally generated R&D expense
    
    $
    732,162
    
    
    $
    2,322,001
    
    
    $
    2,985,635
    
    
    $
    6,431,574
    
    
    $
    28,051,611Internally generated R&D expense
    
    
    574,147
    
    
    
    833,012
    
    
    
    1,963,483
    
    
    
    3,161,628
    
    
    
    11,748,470Total
    
    $
    1,306,309
    
    
    $
    3,155,013
    
    
    $
    4,949,118
    
    
    $
    9,593,202
    
    
    $
    39,800,081
  Period fromJune 14, 2004Three months ended
    
    
    Nine months ended
    
    
    (date of inception) toSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009In-licensing expenses
    
    $
    
    
    
    $
    6,250
    
    
    $
    400,000
    
    
    $
    18,750
    
    
    $
    5,270,000CRO and investigator expenses
    
    
    221,030
    
    
    
    1,594,587
    
    
    
    909,296
    
    
    
    4,216,233
    
    
    
    10,568,520Consulting expenses
    
    
    211,893
    
    
    
    263,556
    
    
    
    916,097
    
    
    
    969,023
    
    
    
    6,214,635Other
    
    
    299,239
    
    
    
    457,608
    
    
    
    760,242
    
    
    
    1,227,568
    
    
    
    5,998,456Total
    
    $
    732,162
    
    
    $
    2,322,001
    
    
    $
    2,985,635
    
    
    $
    6,431,574
    
    
    $
    28,051,611
  11




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##### Table of Contents



Period fromJune 14, 2004Three months ended
    
    
    Nine months ended
    
    
    (date of inception) toSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009Payroll and payroll related expenses
    
    $
    459,266
    
    
    $
    650,577
    
    
    $
    1,380,281
    
    
    $
    2,241,690
    
    
    $
    8,194,235Stock-based compensation
    
    
    23,050
    
    
    
    32,557
    
    
    
    239,864
    
    
    
    280,796
    
    
    
    1,059,697Travel and entertainment expenses
    
    
    29,799
    
    
    
    53,071
    
    
    
    134,815
    
    
    
    261,654
    
    
    
    1,120,185Other
    
    
    62,032
    
    
    
    96,807
    
    
    
    208,523
    
    
    
    377,488
    
    
    
    1,374,353Total
    
    $
    574,147
    
    
    $
    833,012
    
    
    $
    1,963,483
    
    
    $
    3,161,628
    
    
    $
    11,748,470
 5. PROPERTY AND EQUIPMENT
  September 30,
    
    
    December 31,2009
    
    
    2008Property and equipment at cost:Computer equipment and software
    
    $
    308,467
    
    
    $
    321,217Furniture and fixtures
    
    
    113,363
    
    
    
    108,869Office equipment
    
    
    38,282
    
    
    
    38,282Leasehold Improvements
    
    
    129,740
    
    
    
    129,740Total property and equipment at cost
    
    
    589,852
    
    
    
    598,108Less: accumulated depreciation
    
    
    (386,529
    )
    
    
    (306,304
    )Total
    
    $
    203,323
    
    
    $
    291,804
  Period fromJune 14, 2004Three months ended
    
    
    Nine months ended
    
    
    (date of inception) toSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009Research and development expense
    
    $
    5,865
    
    
    $
    10,271
    
    
    $
    17,730
    
    
    $
    31,032
    
    
    $
    127,366General and administrative expense
    
    
    28,293
    
    
    
    33,330
    
    
    
    85,923
    
    
    
    93,854
    
    
    
    343,800Total
    
    $
    34,158
    
    
    $
    43,601
    
    
    $
    103,653
    
    
    $
    124,886
    
    
    $
    471,166
 6. NOTES PAYABLE AFFILIATES
    12




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##### Table of Contents



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




---



##### Table of Contents



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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##### Table of Contents



7. EQUITY
  Common Stock 
 September 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
    
    
    83,503,348
    
    
    
    207,479Shares of common stock subject to conversion from series C preferred stock
    
    
    
    
    
    
    Total shares of common stock equivalents
    
    
    86,831,746
    
    
    
    3,089,533
  Preferred Stock 
  2002 Stock Option Plans 
  16




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##### Table of Contents



2004 Stock Option Plans 
 2007 Incentive Award Plan 
 Restricted Stock 
  WeightedAverageGrant DateRestricted Stock Awards
    
    Shares
    
    
    Fair ValueUnvested at December 31, 2008
    
    
    852,750
    
    
    $
    0.15Granted
    
    
    
    
    
    
    Vested
    
    
    (318,945
    )
    
    $
    0.15Forfeited
    
    
    (3,959
    )
    
    $
    0.15Unvested at September 30, 2009
    
    
    529,846
    
    
    $
    0.15
  17




---



##### Table of Contents



WeightedAverageOption Shares
    
    
    ExerciseStock Option Awards
    
    Outstanding
    
    
    Price2007 Incentive Award Plan Options Outstanding  December 31, 2008
    
    
    2,807,927
    
    
    $
    6.77Granted
    
    
    11,000
    
    
    $
    0.18Exercised
    
    
    (57,615
    )
    
    $
    0.03Canceled
    
    
    (20,579
    )
    
    $
    3.652007 Incentive Award Plan Options Outstanding  September 30, 2009
    
    
    2,740,733
    
    
    $
    6.90
   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
    
    
    
    5.66
    
    
    $
    0.03
    
    
    
    183,565
    
    
    
    5.66
    
    
    $
    0.03
    
    
    
    183,565
    
    
    $
    0.03$0.14
    
    
    87,718
    
    
    
    7.07
    
    
    $
    0.14
    
    
    
    87,626
    
    
    
    7.07
    
    
    $
    0.14
    
    
    
    84,641
    
    
    $
    0.14$0.15
    
    
    50,000
    
    
    
    9.21
    
    
    $
    0.15
    
    
    
    50,000
    
    
    
    9.21
    
    
    $
    0.15
    
    
    
    50,000
    
    
    $
    0.15$0.18
    
    
    11,000
    
    
    
    9.54
    
    
    $
    0.18
    
    
    
    10,672
    
    
    
    9.54
    
    
    $
    0.18
    
    
    
    
    
    
    $
    0.18$1.70
    
    
    750
    
    
    
    8.86
    
    
    $
    1.70
    
    
    
    734
    
    
    
    8.86
    
    
    $
    1.70
    
    
    
    218
    
    
    $
    1.70$2.19
    
    
    35,000
    
    
    
    8.72
    
    
    $
    2.19
    
    
    
    34,305
    
    
    
    8.72
    
    
    $
    2.19
    
    
    
    11,666
    
    
    $
    2.19$2.38
    
    
    1,383,025
    
    
    
    8.21
    
    
    $
    2.38
    
    
    
    1,361,193
    
    
    
    8.21
    
    
    $
    2.38
    
    
    
    650,404
    
    
    $
    2.38$2.90
    
    
    235,000
    
    
    
    8.29
    
    
    $
    2.90
    
    
    
    230,915
    
    
    
    8.29
    
    
    $
    2.90
    
    
    
    97,916
    
    
    $
    2.90$3.10
    
    
    12,000
    
    
    
    8.48
    
    
    $
    3.10
    
    
    
    11,777
    
    
    
    8.48
    
    
    $
    3.10
    
    
    
    4,520
    
    
    $
    3.10$3.48
    
    
    389,375
    
    
    
    7.84
    
    
    $
    3.48
    
    
    
    383,815
    
    
    
    7.84
    
    
    $
    3.48
    
    
    
    202,795
    
    
    $
    3.48$5.10
    
    
    22,300
    
    
    
    7.68
    
    
    $
    5.10
    
    
    
    22,300
    
    
    
    7.68
    
    
    $
    5.10
    
    
    
    22,300
    
    
    $
    5.10$5.55
    
    
    18,586
    
    
    
    7.68
    
    
    $
    5.55
    
    
    
    18,586
    
    
    
    7.68
    
    
    $
    5.55
    
    
    
    18,586
    
    
    $
    5.55$11.25$1023.75
    
    
    312,414
    
    
    
    5.15
    
    
    $
    42.36
    
    
    
    312,414
    
    
    
    5.15
    
    
    $
    42.36
    
    
    
    312,414
    
    
    $
    42.362,740,733
    
    
    
    7.63
    
    
    $
    6.90
    
    
    
    2,707,902
    
    
    
    7.63
    
    
    $
    6.96
    
    
    
    1,639,025
    
    
    $
    9.79
  Warrants  additional paid-in capital 
  18




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Warrants 
    8. RELATED PARTIES
    19




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##### Table of Contents



9. COMMITMENTS
 Operating
Leases 
 Period fromJune 14, 2004Three months ended
    
    
    Nine months ended
    
    
    (date of inception) toSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009Research and development expense
    
    $
    30,496
    
    
    $
    45,340
    
    
    $
    91,489
    
    
    $
    118,884
    
    
    $
    492,435General and administrative expense
    
    
    77,724
    
    
    
    78,561
    
    
    
    234,846
    
    
    
    152,731
    
    
    
    839,635Total
    
    $
    108,220
    
    
    $
    123,901
    
    
    $
    326,335
    
    
    $
    271,615
    
    
    $
    1,332,070
  AmountOctober through December 2009
    
    $
    108,2062010
    
    
    437,5972011
    
    
    445,7772012
    
    
    362,4682013
    
    
    139,742Total minimum lease payments
    
    $
    1,493,790
   20




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##### Table of Contents



10. INCOME TAXES
    11. EMPLOYEE BENEFIT PLANS
   12. SUBSEQUENT EVENTS
   21




---



##### Table of Contents



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
   22




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VIA-2291
        23




---



##### Table of Contents



Neuro3D Compounds
  Santen Compounds
  Roche Compounds
     24




---



##### 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.
  25




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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.
  Period fromJune 14, 2004Three months ended
    
    
    Nine months ended
    
    
    (date of inception) toSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009Externally generated R&D expense
    
    $
    732,162
    
    
    $
    2,322,001
    
    
    $
    2,985,635
    
    
    $
    6,431,574
    
    
    $
    28,051,611Internally generated R&D expense
    
    
    574,147
    
    
    
    833,012
    
    
    
    1,963,483
    
    
    
    3,161,628
    
    
    
    11,748,470Total
    
    $
    1,306,309
    
    
    $
    3,155,013
    
    
    $
    4,949,118
    
    
    $
    9,593,202
    
    
    $
    39,800,081
  26




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##### Table of Contents



Period fromJune 14, 2004Three months ended
    
    
    Nine months ended
    
    
    (date of inception) toSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009In-licensing expenses
    
    $
    
    
    
    $
    6,250
    
    
    $
    400,000
    
    
    $
    18,750
    
    
    $
    5,270,000CRO and investigator expenses
    
    
    221,030
    
    
    
    1,594,587
    
    
    
    909,296
    
    
    
    4,216,233
    
    
    
    10,568,520Consulting expenses
    
    
    211,893
    
    
    
    263,556
    
    
    
    916,097
    
    
    
    969,023
    
    
    
    6,214,635Other
    
    
    299,239
    
    
    
    457,608
    
    
    
    760,242
    
    
    
    1,227,568
    
    
    
    5,998,456Total
    
    $
    732,162
    
    
    $
    2,322,001
    
    
    $
    2,985,635
    
    
    $
    6,431,574
    
    
    $
    28,051,611
  Period fromJune 14, 2004Three months ended
    
    
    Nine months ended
    
    
    (date of inception) toSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009Payroll and payroll related expenses
    
    $
    459,266
    
    
    $
    650,577
    
    
    $
    1,380,281
    
    
    $
    2,241,690
    
    
    $
    8,194,235Stock-based compensation
    
    
    23,050
    
    
    
    32,557
    
    
    
    239,864
    
    
    
    280,796
    
    
    
    1,059,697Travel and entertainment expenses
    
    
    29,799
    
    
    
    53,071
    
    
    
    134,815
    
    
    
    261,654
    
    
    
    1,120,185Other
    
    
    62,032
    
    
    
    96,807
    
    
    
    208,523
    
    
    
    377,488
    
    
    
    1,374,353Total
    
    $
    574,147
    
    
    $
    833,012
    
    
    $
    1,963,483
    
    
    $
    3,161,628
    
    
    $
    11,748,470
     27




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##### Table of Contents



General and Administrative
   Interest Income, Interest Expense and Other Expenses
  Results of Operations
 Comparison of the three months ended September 30, 2009 and 2008
  Three Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeRevenue
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    
    Research and development expense
    
    
    1,306,309
    
    
    
    3,155,013
    
    
    
    (1,848,704
    )
    
    
    (59
    )%General and administrative expense
    
    
    1,697,476
    
    
    
    1,869,366
    
    
    
    (171,890
    )
    
    
    (9
    )%Interest income
    
    
    
    
    
    
    32,002
    
    
    
    (32,002
    )
    
    
    Interest expense
    
    
    5,033,598
    
    
    
    3,891
    
    
    
    5,029,707
    
    
    
    Other income/(expense)
    
    
    (663
    )
    
    
    28,996
    
    
    
    (29,659
    )
    
    
    (102
    )%
 Revenue .
 Research and Development Expense.
  28




---



##### Table of Contents



General and Administrative Expense.
 Interest Income.
 Interest Expense.
 Other Income/(Expense).
 Income Tax Expense .
 Comparison of the nine months ended September 30, 2009 and 2008
  Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeRevenue
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    
    Research and development expense
    
    
    4,949,118
    
    
    
    9,593,202
    
    
    
    (4,644,084
    )
    
    
    (48
    )%General and administrative expense
    
    
    5,491,380
    
    
    
    6,641,138
    
    
    
    (1,149,758
    )
    
    
    (17
    )%Interest income
    
    
    
    
    
    
    185,195
    
    
    
    (185,195
    )
    
    
    Interest expense
    
    
    6,299,768
    
    
    
    4,106
    
    
    
    6,295,662
    
    
    
    Other income
    
    
    8,893
    
    
    
    5,732
    
    
    
    3,161
    
    
    
    55
    %
 Revenue .
  29




---



##### Table of Contents



Research and Development Expense.
 General and Administrative Expense.
 Interest Income.
 Interest Expense.
 Other Income.
 Income Tax Expense .
  30




---



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Liquidity and Capital Resources
       31




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32




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##### Table of Contents



Contractual Obligation and Commitments
  Payments Due by PeriodLess Than
    
    
    
    
    
    
    
    
    
    
    AfterTotal
    
    
    1 Year
    
    
    1-3 Years
    
    
    4-5 Years
    
    
    5 YearsOperating lease obligations (1)
    
    $
    1,493,790
    
    
    $
    435,552
    
    
    $
    834,652
    
    
    $
    223,586
    
    
    $
    Notes payable  affiliate (2)
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    
    
    
    
    
    
    
    
    Uncertain tax positions (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Licensing agreements (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    11,493,790
    
    
    $
    10,435,552
    
    
    $
    834,652
    
    
    $
    223,586
    
    
    $
    
 
 (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 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. 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. 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) December 31, 2009, as amended on October 30, 2009 and
more fully discussed in Note 12 in the notes to the unaudited condensed financial statements,
(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 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, 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.(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
   33




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##### Table of Contents



Critical Accounting Policies
     Research and Development Accruals
    34




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##### Table of Contents



Stock-based Compensation
       35




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##### Table of Contents



Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Expected life from grant date
    
    
    
    
    
    
    6.25
    
    
    
    6.08
    
    
    
    2.50-6.25Expected volatility
    
    
    
    %
    
    
    82
    %
    
    
    105
    %
    
    
    79%-82
    %Risk free interest rate
    
    
    
    %
    
    
    2.88
    %
    
    
    2.89
    %
    
    
    2.48-3.49
    %Dividend yield
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  Period fromJune 14, 2004Three months ended
    
    
    Nine months ended
    
    
    (date of inception) toSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009Research and development expense
    
    $
    19,115
    
    
    $
    32,557
    
    
    $
    228,110
    
    
    $
    280,796
    
    
    $
    1,047,310General and administrative expense
    
    
    232,121
    
    
    
    212,667
    
    
    
    705,206
    
    
    
    754,540
    
    
    
    2,568,528Total
    
    $
    251,236
    
    
    $
    245,224
    
    
    $
    933,316
    
    
    $
    1,035,336
    
    
    $
    3,615,838
   Period fromJune 14, 2004Three months ended
    
    
    Nine months ended
    
    
    (date of inception) toSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009Research and development expense
    
    $
    3,934
    
    
    $
    
    
    
    $
    11,754
    
    
    $
    
    
    
    $
    12,388General and administrative expense
    
    
    12,024
    
    
    
    
    
    
    
    35,490
    
    
    
    
    
    
    
    37,383Total
    
    $
    15,958
    
    
    $
    
    
    
    $
    47,244
    
    
    $
    
    
    
    $
    49,771
   36




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##### Table of Contents



Forward-looking statements
  
    
    the Companys ability to comply with the NASDAQ rules in order to maintain the listing of
its common stock on NASDAQ;
 
    
    the Companys ability to obtain necessary financing in the near term, including amounts
necessary to repay the loan from the Lenders by the December 31, 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 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 quarters ended March 31, 2009 and June 30, 2009, and Risk Factors in Part II, Item 1A
of this Quarterly Report on Form 10-Q.
   37




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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.
    38




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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.
    
 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)
  39




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##### Table of Contents



Exhibit No.
    
    Description3.6
    
    
    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 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)10.1
    
    
    First Amendment to Promissory Note, dated as of September 11, 2009, by VIA Pharmaceuticals, Inc. and
Bay City Capital Fund IV, L.P. (filed as Exhibit 10.1 to the Form 8-K filed on September 11, 2009 and
incorporated herein by reference)10.2
    
    
    First Amendment to Promissory Note, dated as of September 11, 2009, by VIA Pharmaceuticals, Inc. and
Bay City Capital Fund IV Co-Investment Fund, L.P. (filed as Exhibit 10.2 to the Form 8-K filed on
September 11, 2009 and incorporated herein by reference)10.3
    
    
    Second Amendment to Promissory Note, dated as of October 30, 2009, by VIA Pharmaceuticals, Inc. and
Bay City Capital Fund IV, L.P. (filed as Exhibit 10.1 to the Form 8-K filed on October 30, 2009 and
incorporated herein by reference)10.4
    
    
    Second Amendment to Promissory Note, dated as of October 30, 2009, by VIA Pharmaceuticals, Inc. and
Bay City Capital Fund IV Co-Investment Fund, L.P. (filed as Exhibit 10.2 to the Form 8-K filed on
October 30, 2009 and incorporated herein by reference)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  40




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##### Table of Contents



SIGNATURE   VIA PHARMACEUTICALS, INC.By:
    
    /s/ James G. Stewart

James G. StewartSenior Vice President, Chief Financial OfficerDuly Authorized Officer and Principal Financial Officer
  41