##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, DC
    20549
    Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2009ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number 0-935
    CYTOCORE, INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware(State or other jurisdiction
    of
    incorporation or organization)

36-4296006(I.R.S. Employer
    Identification No.)414 N. Orleans St., Suite 510, Chicago, IL(Address of principal
    executive offices)

60654(Zip
    Code)   (312) 222-9550
 (Registrants Telephone
    Number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredNone

Not Applicable   Securities registered pursuant to Section 12(g) of the
    Act:
  Common Stock, $0.001 par value
 (Title of class)
  o þ
  o
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company þ  Rule 12b-2 o þ
  Over-the-Counter




---



##### Table of Contents





CYTOCORE,
    INC.
    Annual Report on
    Form 10-K
    December 31, 2009
    TABLE OF CONTENTS
  PagePART IItem 1. BusinessOverview


3Recent Developments


3Information About Industry Segments


4Description of Business


4Products


4Cell Collection Devices


4SoftPAP®


4PadKit®


5Specimen Preparation


5Cell Preservative


5Stains and Reagents


6Specimen Evaluation


6AIPStm

Workstation


6AIPStm

Imager


7OmniDROPtm


7Therapeutics


8Product Development


8Markets and Marketing Objectives


8Sales and Distribution


9Government Regulation, Clinical Studies and
    Regulatory Strategy


9Cost and Reimbursement


11Competition


12Operations


13Intellectual Property


13Research and Development Expenditures


14Component and Raw Materials


15Working Capital Practices


15Employees


15Financial Information About Foreign and
    Domestic Operations and Export Sales


15Available Information


16Item 1A. Risk Factors


16Item 1B. Unresolved Staff
    Comments


23Item 2. Properties


24Item 3. Legal
    Proceedings


24PART IIItem 4. Market for
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity SecuritiesMarket Information


25Holders


25Dividends


25 1




---



##### Table of Contents



PageStock Transfer Agent


26Securities Authorized for Issuance under
    Equity Compensation Plans


26Recent Sales of Unregistered Securities and
    Use of Proceeds from Registered Securities


27Issuance of Securities


27Conversions of Preferred Stock


28Exemptions


28Purchases of Equity Securities by the Issuer
    and Affiliated Purchasers


28Item 5. Selected Financial
    Data


28Item 6. Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


28Forward-Looking Statements


28Overview


29Critical Accounting Policies and Significant
    Judgments and Estimates


30Results of Operations


30Liquidity and Capital Resources


32Off-Balance Sheets Arrangements


32Item 6A. Quantitative and
    Qualitative Disclosures about Market Risk


32Item 7. Financial Statements and
    Supplementary Data


33Item 8. Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


33Item 8A. Controls and
    Procedures


33Evaluation of Disclosure Controls and
    Procedures


33Managements Report on Internal Control
    over Financial Reporting


33Changes in Internal Control over Financial
    Reporting


34Item 8B. Other
    Information


34PART IIIItem 9. Directors, Executive
    Officers and Corporate Governance


34Item 10. Executive
    Compensation


39Item 11. Security Ownership of
    Certain Beneficial Owners and Management and Related Stockholder
    Matters


44Item 12. Certain Relationships
    and Related Transactions, and Director Independence


46Item 13. Principal Accountant
    Fees and Services


49PART IVItem 14. Exhibits and Financial
    Statement Schedules


50Signatures


54Index to Financial StatementsReports of Independent Registered Public
    Accounting Firm


F-1Consolidated Balance Sheets at December 31,
    2009 and 2008


F-2Consolidated Statements of Operations for each of
    the two years ended December 31, 2009 and 2008


F-3Consolidated Statements of Cash Flows for each of
    the two years ended December 31, 2009 and 2008


F-4Consolidated Statements of Stockholders
    Equity (Deficit) for each of the two years ended
    December 31, 2009 and 2008


F-5Notes to Consolidated Financial Statements


F-6EX-10.25EX-10.27EX-10.28EX-23.1EX-31.1EX-32.1   2




---



##### Table of Contents



PART I  Item 1.
    Business Overview  CytoCore
    Solutions ® CytoCore Solutions CytoCore Solutions CytoCore Solutions
  SoftPAP® SoftPAP CytoCore Solutions ® SoftPAP CytoCore
    Solutions tm
  CytoCore Solutions
     Recent
    Developments   3




---



##### Table of Contents



Information
    About Industry Segments   Description
    of Business  CytoCore
    Solutions®.

    CytoCore Solutions CytoCore Solutions CytoCore Solutions
  SoftPap®
 Products Cell
    Collection Devices  and/or and/or
 SoftPAP®  SoftPAP® SoftPAP SoftPAP
 4




---



##### Table of Contents



SoftPAP SoftPAP
 PadKit®  ® SoftPAP SoftPAP CytoCore Solutions
 Specimen
    Preparation   Cell
    Preservative  GluCytetm SoftPAP SoftPAP
 5




---



##### Table of Contents



Stains
    and Reagents   Specimen
    Evaluation    tm
 AIPStmWorkstation  tm
  Fly-by-wire
   6




---



##### Table of Contents



AIPStmImager  follow-up
  tm
  tm
   OmniDROPtm  tm
 7




---



##### Table of Contents



Therapeutics  SoftPAP
 Product
    Development  CytoCore Solutions
  SoftPAP.
 Markets
    and Marketing Objectives  Diagnostic
    Focus
  SoftPAP CytoCore Solutions
  Point of
    Care for All Populations
   8




---



##### Table of Contents




    Increasing life spans, driving the demand for healthcare
    services up and increasing the emphasis on developing screening
    tests for the early detection of diseases;
    Limited infrastructure and the fact that a significant portion
    of the world population lives in locations where the
    infrastructure does not support the classical laboratory-based
    model of healthcare delivery, putting a premium on point-of-care
    diagnostic testing;
    An increasingly mobile population, which has increased the
    pressure to minimize the time between when a patient is tested
    and when the test result is available and delivered;
    Increasing worldwide shortage of physicians and laboratory
    professionals who have the skills and training needed to perform
    and interpret screening and diagnostic tests, increasing the
    need for tests that can be performed and interpreted by
    technicians and para-professionals; and
    Constrained funds available for healthcare, driving the need to
    reduce healthcare costs.   Sales
    and Distribution  SoftPAP SoftPAP
      SoftPap PadKit OmniDrop
 Government
    Regulation, Clinical Studies and Regulatory
    Strategy   9




---



##### Table of Contents



and/or
  SoftPAP SoftPAP
             10




---



##### Table of Contents



and/or
  CytoCore Solutions
    CytoCore Solutions
  SoftPAP follow-up CytoCore Solutions CytoCore
    Solutions CytoCore Solutions CytoCore
    Solutions CytoCore Solutions CytoCore Solutions
 Cost
    and Reimbursement   11




---



##### Table of Contents



and/or and/or
  CytoCore
    Solutions and/or
 Competition             12




---



##### Table of Contents



Operations  CytoCore
    Solutions
  CytoCore Solutions SoftPAP
  SoftPAP
 Intellectual
    Property    12-month continuation-in-part
   13




---



##### Table of Contents



CytoCore Solutions
      SoftPAP tm CytoCore Solutions Cocktail-CVXtm
     Research
    and Development Expenditures   14




---



##### Table of Contents



CytoCore Solutions
 Components
    and Raw Materials  SoftPAP SoftPAP
  CytoCore Solutions CytoCore Solutions
   Working
    Capital Practices    CytoCore Solutions
 Employees   Financial
    Information About Foreign and Domestic Operations and Export
    Sales   15




---



##### Table of Contents



CytoCore Solutions CytoCore Solutions
   Available
    Information  www.cytocoreinc.com Form 10-K, Form 10-Q, Form 8-K, Form 10-K.
  Item 1A.
    Risk
    Factors    Risks
    Related to Our Business
  We
    have a history of operating losses and there are doubts as to
    our ability to continue as a going concern.
  CytoCore Solutions
  SoftPAP CytoCore Solutions
   16




---



##### Table of Contents



We
    have limited financial resources and we are not certain we will
    be able to obtain additional financing to maintain operations
    and fund the development of future products.
    We
    currently depend on the sale of a single product and product
    line.
  CytoCore
    Solutions SoftPAP CytoCore Solutions
  Our
    future success will depend on our ability to develop new
    products and respond to technological changes in the markets in
    which we compete.
  CytoCore Solutions
    Our
    products are subject to government regulation and they may not
    receive necessary government approvals.
   17




---



##### Table of Contents



SoftPAP SoftPAP
    and/or
    Changes
    in third-party reimbursement may negatively affect
    us.
  SoftPAP CytoCore Solutions
   18




---



##### Table of Contents



Our
    international operations expose us to additional
    risks.
    
    imposition of tariffs or embargoes,
    trade barriers and disputes,
    regulations related to customs and export/import matters,
    fluctuations in foreign economies and currency exchange rates,
    longer payment cycles and difficulties in collecting accounts
    receivable,
    the complexity and necessity of using foreign representatives
    and consultants,
    tax uncertainties and unanticipated tax costs due to foreign
    taxing regimes,
    the difficulty of managing and operating an enterprise spanning
    several countries, including difficulties in maintaining
    effective communications with employees and customers due to
    distance, language and cultural barriers,
    the uncertainty of protection for intellectual property rights
    and differing legal systems generally,
    compliance with a variety of laws, and
    economic and geopolitical developments and conditions, including
    international hostilities, armed conflicts, acts of terrorism
    and governmental reactions, inflation, trade relationships and
    military and political alliances.  We may
    not be able to compete with companies that are larger and have
    more resources.
    and/or
  We may
    not be able to market our products.
  SoftPAP CytoCore Solutions
 19




---



##### Table of Contents



The
    accuracy, performance and cost of our products are critical to
    our business and reputation, and we are subject to product
    liability.
  SoftPAP CytoCore Solutions and/or
      We may
    not be able to adequately protect our intellectual
    property.
         20




---



##### Table of Contents



We may
    not be able to maintain effective product distribution
    channels.
  SoftPAP
  Our
    quarterly operating results may fluctuate and our future
    revenues and profitability are uncertain.
    
    introduction and market acceptance of new products and product
    enhancements by both CytoCore and our competitors,
    timing and execution of distribution and sale contracts,
    competitive conditions in the medical device and diagnostic
    markets,
    product development, sales and marketing expenses,
    third-party reimbursement levels, and
    changes in general economic conditions.  The
    loss of existing key management and technical personnel or the
    inability to attract new hires could have a detrimental effect
    on the Company.
    We may
    need to expand our operations and we may not effectively manage
    any future growth.
   21




---



##### Table of Contents



Risks
    Related to Our Common Stock
  There
    is a limited market for penny stocks such as our
    common stock.
    The
    historically volatile market price of our common stock may
    affect the value of our stockholders
    investments.
    
    announcements of new products or technology by us or our
    competitors;
    announcements of the FDA relating to products and product
    approvals;
    announcements of private or public sales of securities;
    ability to finance our operations;
    announcements of mergers, acquisitions, licenses and strategic
    agreements;
    fluctuations in operating results; and
    general economic and other external market factors.    Our
    common stock is unlikely to produce dividend income for the
    foreseeable future.
     22




---



##### Table of Contents



Investors
    may find it difficult to trade or obtain quotations for our
    common stock.
    Our
    authorized share capital may be used as an anti-takeover
    device.
    If we are late in our filings with the SEC again our stock
    may be de-listed from the OTCBB and would be traded on the Pink
    Sheets.
    The
    accounting for stock-based compensation has reduced and may
    continue to reduce our reported earnings, which could result in
    a decline in our stock price.
   23




---



##### Table of Contents



Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    Item 3.
    Legal
    Proceedings  Legal
    Proceedings
  Settled
    in 2009
  NeoMed Innovation III L.P.
    Pending
    as of December 31, 2009
  MedPlast Elkhorn, Inc.
  Wildman, Harrold, Allen & Dixon
    LLP. No. 2009-L-013902).
  Securities
    and Exchange Commission Subpoenas
  SEC action.
 24




---



##### Table of Contents



Other
    claims
  Other Creditors.
   PART II  Item 4.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities Market
    Information  mark-ups,
  Range of CommonStockHigh

LowYear Ended December 31, 20091st Quarter

$
0.84


$
0.342nd Quarter

$
0.47


$
0.253rd Quarter

$
0.33


$
0.084th Quarter

$
0.30


$
0.05Year Ended December 31, 20081st Quarter

$
4.08


$
1.752nd Quarter

$
3.10


$
1.903rd Quarter

$
2.15


$
0.554th Quarter

$
0.79


$
0.15  Holders   Dividends   25




---



##### Table of Contents



Stock
    Transfer Agent  (800) 522-6645.
 Securities
    Authorized for Issuance under Equity Compensation
    Plans    Equity
    Compensation Plan Information
  Number of SecuritiesNumber of Securities





Remaining Available for Futureto be Issued upon


Weighted-Average


Issuance Under EquityExercise of Outstanding


Exercise Price of


Compensation PlansOptions, Warrants and


Outstanding Options,


(Excluding Securities ReflectedRights


Warrants and Rights


in Column (a))Plan Category

(a)


(b)


(c)Equity Compensation Plans Approved by Security
    Holders1999 Equity Incentive Plan (as amended) 
    Terminated in 2009


10,000


$
2.97



Equity Compensation Plans Not Approved by Security
    HoldersWarrants issued with debt and equity(1)


2,173,930


$
1.93



Warrants issued for financial and IR services(2)


283,266


$
2.25



Warrants issued for officer, director and employee
    compensation(3)


802,000


$
2.05



Warrants issued in forgiveness of debt and other
    services(4)


202,001


$
1.63



Total


3,471,197


$
1.96



     1)
    
    CCI has issued warrants in conjunction with the issuance of debt
    and equity. The issuance of warrants significantly reduces the
    cash costs that would otherwise be associated with raising
    capital.2)
    
    CCI has included warrants in agreements for providers of
    investor relations and/or public relations services. Warrants
    were also issued to financial advisors as remuneration for the
    procurement of equity, debt and preferred stock convertible into
    equity. This practice significantly reduces the cash costs to
    CCI to obtain these services.3)
    
    CCI has issued warrants in lieu of cash payment for employment
    services, for achieving certain goals or for other corporate
    reasons. During fiscal year 2009, a non-executive employee was
    issued 13,000 warrants. 26




---



##### Table of Contents



4)
    
    CCI has issued warrants to settle debt and pay for services
    rendered. The issuance of warrants significantly reduces the
    cash costs that would otherwise be associated with the
    settlement of such debt or payment for such services. Recent
    Sales of Unregistered Securities; Use of Proceeds from
    Registered Securities Issuance
    of Securities  Common
    Stock
                Warrants
   27




---



##### Table of Contents



Conversions
    of Preferred Stock     Exemptions  and/or and/or
 Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchasers    Item 5.
    Selected
    Financial Data    2009


2008


2007


2006


2005Dollars in thousandsNet Sales

$
44


$
125


$
83


$
94


$
117Operating ExpensesCost of revenues


(3
)


(81
)


(30
)


(19
)


(21
)Provision for inventory valuations


400















Research and development


85



(1,852
)


(2,599
)


(854
)


100Selling, general and administrative


(3,022
)


(4,301
)


(5,060
)


(3,967
)


(1,306
)Selling, general and administrative  related parties






(263
)


(239
)






Total cost and expenses


(3,340
)


(6,497
)


(7,928
)


(4,840
)


(1,267
)Operating Loss

$
(3,296
)

$
(6,372
)

$
(7,845
)

$
(4,746
)

$
(1,150
)Basic and fully diluted net loss per common share(1)

$
(0.07
)

$
(0.16
)

$
(0.24
)

$
(0.30
)

$
(0.40
)     (1)
    
    Reflects the one-for-ten reverse stock split effected on
    November 27, 2007. Prior periods have been restated to
    reflect the reverse stock split.  Item 6.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations Forward-Looking
    Statements   28




---



##### Table of Contents



Overview  CytoCore
    Solutions ® CytoCore Solutions CytoCore Solutions CytoCore Solutions
      SoftPAP ® CytoCore Solutions tm tm
 29




---



##### Table of Contents



Critical
    Accounting Policies and Significant Judgments and
    Estimates      Revenue Recognition.
  Share-Based Payment.
  SoftPAP
 Results
    of Operations  Fiscal
    Year Ended December 31, 2009 as compared to Fiscal Year
    Ended December 31, 2008
  Revenue
  SoftPAP
 30




---



##### Table of Contents



Costs
    and Expenses
  Cost of
    Revenues
      Research
    and Development
  SoftPAP
  CytoCore Solutions
  Selling,
    General and Administrative
    Other
    Income (Expense)
        Net
    Loss
   31




---



##### Table of Contents



Liquidity
    and Capital Resources    CytoCore Solutions
     Off-Balance
    Sheet Arrangements    Item 6A.
    Quantitative
    and Qualitative Disclosures about Market Risk   32




---



##### Table of Contents



Item 7.
    Financial
    Statements and Supplementary Data  Form 10-K page F-1
  Item 8.
    Changes
    In and Disagreements With Accountants on Accounting and
    Financial Disclosure    Item 8A.
    Controls
    and Procedures Evaluation
    of Disclosure Controls and Procedures   Managements
    Annual Report on Internal Control Over Financial
    Reporting       33




---



##### Table of Contents



Changes
    in Internal Control over Financial Reporting    Item 8B.
    Other
    Information   PART III  Item 9.
    Directors,
    Executive Officers, and Corporate Governance  The Board
    of Directors and Executive Officers
  DirectorName

Age

Positions and Offices, if any, Held with the Company

SinceCurrent DirectorsRobert F. McCullough, Jr.


55


Chief Executive Officer, Chief Financial Officer and Chairman of
    the Board of Directors


2005John H. Abeles, M.D.


65


Director


1999Alexander M. Milley


57


Director


1989Clinton H. Severson


62


Director


2006Current Executive OfficerRichard A. Domanik, Ph.D.


63


Chief Operating Officer


   Directors
  Robert F. McCullough, Jr.
  John H. Abeles, M.D.
  Alexander M. Milley
 34




---



##### Table of Contents



Clinton H. Severson
  Executive
    Officer
  Richard A. Domanik, Ph.D. start-up
  Family
    Relationships; Involvement in Certain Legal
    Proceedings
    Section 16(a)
    Beneficial Ownership Reporting Compliance
   35




---



##### Table of Contents



and/or
  Code of
    Ethics
  Code of Ethics and Business
    Conduct for Officers, Directors and Employees Form 10-KSB www.cytocoreinc.com
  Board of
    Directors and Committee Information
  Rule 10A-3
    Audit
    Committee
      Compensation
    Committee
     36




---



##### Table of Contents



Nominating
    and Corporate Governance Committee
    Stockholder
    Nominations
            
    as to each person whom the stockholder proposes to nominate for
    election or re-election as a director, all information relating
    to such person that is required to be disclosed in solicitations
    of proxies for election of directors or is otherwise required
    under applicable securities laws (including Regulation 14A
    under the Exchange Act), and such persons written consent
    to being named in the proxy statement as a nominee and to serve
    as a director if elected; and 37




---



##### Table of Contents




    as to the stockholder giving notice, the name and address, as
    they appear on the Companys books, of such stockholder and
    the class and number of shares of the Company which such
    stockholder beneficially owns.      Qualifications
    and Candidates
    
    be intelligent, thoughtful and analytical;
    possess superior business-related knowledge, skills and
    experience;
    reflect the highest integrity, ethics and character, and value
    such qualities in others;
    have excelled in both academic and professional settings;
    demonstrate achievement in his or her chosen field;
    be free of actual or potential conflicts of interest;
    be familiar with regulatory and governance matters;
    have the ability to devote sufficient time to the business and
    affairs of the Company; and
    demonstrate the capacity and desire to represent, fairly and
    equally, the best interests of the Companys stockholders
    as a whole.    Process;
    Changes
       38




---



##### Table of Contents



Item 10.
    Executive
    Compensation  Named
    Executive Officers
    Summary
    Compensation Table
  AllName







Stock

Option

Otherand



Salary

Bonus

Awards

Awards

Compensation

TotalPrincipal Position

Year

($)

($)

($)

($)

($)

($)Robert F. McCullough, Jr.


2009


$
180,000
(1)













$
15,000
(2)

$
195,000CEO, CFO and


2008


$
180,000
(3)









$
16,163
(4)

$
71,094
(5)

$
267,257Chairman of the BoardRichard A. Domanik, Ph.D.


2009


$
150,000
(6)

















$
150,000COO


2008


$
145,000
(7)













$
83,094
(8)

$
228,094     (1)
    
    Mr. McCullough was elected Chairman of the Board of
    Directors in April 2009, Chief Executive Officer in October 2007
    and has been Chief Financial Officer since September 2005.
    Mr. McCullough has deferred payment of his salary earned in
    2009.(2)
    
    Represents a charge for the repricing of 485,000 warrants
    exercised in 2009 in conjunction with the reduction of $121,500
    of debt.(3)
    
    Of the amount shown, $160,229 was paid in cash during 2008 and
    $19,771 was paid pursuant to the issuance of 39,459 shares
    of the Companys common stock during the first quarter of
    2009. The $19,771 paid in stock reflects an average of the
    closing price of the Companys common stock as of the end
    of each month for which the stock was paid; the average of said
    closing prices was $0.50 per share.(4)
    
    Represents a warrant to purchase 10,000 shares with an
    exercise price of $2.06 per share granted to Mr. McCullough
    in April 2008 pursuant to his employment agreement, which
    agreement expired November 30, 2008; such warrant issuance
    was triggered by the Companys execution of a distribution
    agreement for the Companys cervical cell collection
    device. The warrants were fully exercisable upon grant with a
    three year term. The dollar amount presented represents the
    aggregate fair value of such award on the date of grant. The
    fair value of the warrants was estimated on the date of grant
    using the Black-Scholes option pricing model with the following
    weighted average assumptions: dividend yield of zero, expected
    volatility of 120%, risk-free interest rate of 2.50%, and
    expected life of 1.5 years. Mr. McCullough exercised
    such warrants in 2009 at a reduced price of $0.25 per share.
    This warrant modification was made available by the Company to
    all holders of warrants to purchase shares of the common stock
    of the Company.(5)
    
    Represents a reimbursement in 2008 of $71,094 for taxes incurred
    in connection with the award of 100,000 shares of common
    stock made to Mr. McCullough in January 2008 for services
    rendered in 2007.(6)
    
    Dr. Domanik was elected President in May 2007 and served
    until August 2008, and was elected Chief Operating Officer in
    October 2007. Dr. Dominick has deferred payment of his
    salary earned in 2009.(7)
    
    Of the amount shown, $132,757 was paid in cash during 2008 and
    $12,243 was paid pursuant to the issuance of 21,685 shares
    of the Companys common stock during the first quarter of
    2009. The $12,243 paid in stock reflects an average of the
    closing price of the Companys common stock as of the end
    of each month for which the stock was paid; the average of said
    closing prices was $0.50 per share.(8)
    
    Represents a reimbursement in 2008 of $83,094 for the taxes
    incurred in connection with the award of 100,000 shares of
    common stock made to Dr. Domanik in January 2008 for
    services rendered in 2007 39




---



##### Table of Contents



Executive
    Officer Compensation
  Robert
    F. McCullough, Jr.  Current Chairman, CEO and
    CFO
  out-of-pocket
        Richard
    A. Domanik, Ph.D.  Chief Operating
    Officer
   40




---



##### Table of Contents



Outstanding
    Equity Awards at Fiscal Year-End
    Option
    / Warrant Awards
  EquityIncentiveNumber of

Number of

Plan Awards:Securities

Securities

NumberUnderlying

Underlying

of SecuritiesUnexercised

Unexercised

Underlying

OptionOptions

Options

Unexercised

Exercise(#)

(#)

Unearned Options

Price

OptionName

Exercisable

Unexercisable

(#)

($)

Expiration DateRobert F. McCullough, Jr.













$




Richard A. Domanik, Ph.D.


30,000
(1)









$
2.67



6/29/105,000
(2)









$
1.89



12/18/10     (1)
    
    Represents grant of warrants on June 29, 2007 to purchase
    30,000 shares of common stock at $2.67 per share, vested in
    full immediately, with a term of three years.(2)
    
    Represents grant of warrants on December 18, 2007 to
    purchase 5,000 shares of common stock at $1.89 per share,
    vested in full immediately, with a term of three years.       41




---



##### Table of Contents



Retirement
    Benefits
    Nonqualified
    Deferred Compensation
    Potential
    Payments Upon Termination or
    Change-in-Control
        Compensation
    of Directors
    NonqualifiedFees Earned





Non-Equity

Deferredor Paid

Stock

Option

Incentive Plan

Compensation

All Otherin Cash

Awards

Awards

Compensation

Earnings

Compensation

TotalName

($)

($)

($)

($)

($)

($)

($)John H. Abeles, M.D.

$
20,000
(1)

$
40,000
(2)

















$
60,000Daniel J. Burns


10,000
(1)(3)

$
40,000
(2)

















$
50,000Erik Danielsen

$
20,000
(1)

$
40,000
(2)

















$
60,000Phillip Bradley Hall, M.D.

$
10,000
(1)(3)

$
40,000
(2)

















$
50,000Alexander M. Milley

$
20,000
(1)

$
40,000
(2)

















$
60,000Clinton H. Severson

$
20,000
(1)

$
40,000
(2)

















$
60,000David J. Weissberg, M.D.

$
10,000
(1)(3)

$
40,000
(2)

















$
50,000     (1)
    
    Represents accrued but unpaid director fees with respect to
    fiscal year 2009. Does not include amounts accrued but unpaid in
    2008; these amounts were not paid in 2009 and have not been paid
    to date.(2)
    
    Represents aggregate grant date fair value of a common stock
    award of 100,000 shares made in April 2009; these shares
    have not yet been issued to the directors.(3)
    
    These directors declined to stand for re-election at the
    Companys 2009 annual meeting of stockholders held on
    June 22, 2009. 42




---



##### Table of Contents



Director
    Compensation Arrangements
            Other
    Equity Awards
  employee-directors,
 43




---



##### Table of Contents



Item 11.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Securities
    Authorized for Issuance under Equity Compensation
    Plans
  Form 10-K
  Common
    Stock  Five Percent Holders
    Amount and Nature of

PercentName and Address of Beneficial Owner

Beneficial Ownership(1)

of ClassDaniel J. Burns(2)


3,525,500



7.9
%946 Sea Wind Court
    Del Mar, CA 92014NeoMed Innovations III L.P.(3)


2,875,800



6.4
%Parkvein 55
    N-0256 Oslo, NorwayStandard General Holdings, LLC


2,534,315



5.7
%5190 Neil Road, #430
    Reno, NV 89502Robert F. McCullough(4)


3,725,853



8.3
%c/o CytoCore,
    Inc.
    414 N. Orleans Street, Suite 510
    Chicago, IL 60610David J. Weissberg, M.D(5)


2,279,199



5.0
%175 E. Main Street
    Huntington, NY 11723     (1)
    
    Unless otherwise indicated, each of the persons named in the
    table has sole voting and investment power with respect to the
    shares set forth opposite such persons name. With respect
    to each person or group, percentages are calculated based on the
    number of shares beneficially owned, including shares that may
    be acquired by such person or group within 60 days of
    April 22, 2010 upon the exercise of stock options, warrants
    or other purchase rights, but not the exercise of options,
    warrants or other purchase rights held by any other person.(2)
    
    Includes 100,000 shares of common stock awarded in 2009
    that have not yet been issued.(3)
    
    Includes warrants to purchase 217,000 shares that are
    immediately exercisable.(4)
    
    Includes (i) 2,187,500 shares owned by Summitcrest
    Capital L.P., of which Mr. McCullough is President of the
    General Partner; and (ii) an aggregate 158,705 shares
    owned by various trusts of which Mr. McCullough is trustee
    as follows: MJM Educational Trust (12,500) shares, PFM
    Educational Trust (12,500 shares), CDM Educational Trust
    (12,500) shares and the MPC Trust (121,205 shares).(5)
    
    Includes: (i) an aggregate 160,000 shares held in
    trust for Dr. Weissbergs minor children, for which
    Dr. Weissberg acts as trustee;
    (ii) 412,500 shares that are issuable upon exercise of
    warrants that are exercisable at any time; and
    (iii) 100,000 shares of common stock awarded in 2009
    that have not yet been issued. 44




---



##### Table of Contents



Common
    Stock  Management
    Amount and Nature of

PercentName of Beneficial Owner

Beneficial Ownership(1)

Of ClassJohn H. Abeles, M.D.(2)


377,681



*Daniel J. Burns(3)


3,525,500



7.9
%Erik Danielsen(4)


661,845



1.5
%Richard A. Domanik, Ph.D.(5)


162,272



*Phillip Bradley Hall, M.D.(6)


896,070



2.0
%Robert F. McCullough, Jr.(7)


3,725,853



8.3
%Alexander M. Milley(8)


965,450



2.2
%Clinton H. Severson(9)


110,000



*David J. Weissberg, M.D.(10)


2,279,199



5.0
%All current directors and executive officers as a group
    (6 persons)(11)


5,341,256



11.9
%     *
    
    Less than one percent of the common stock outstanding.(1)
    
    Unless otherwise indicated, each of the persons named in the
    table has sole voting and investment power with respect to the
    shares set forth opposite such persons name. With respect
    to each person or group, percentages are calculated based on the
    number of shares beneficially owned, including shares that may
    be acquired by such person or group within 60 days of
    April 22, 2010 upon the exercise of stock options, warrants
    or other purchase rights, but not the exercise of options,
    warrants or other purchase rights held by any other person. The
    address of each current director and executive officer of the
    Company is
    c/o CytoCore,
    Inc., 414 N. Orleans, Suite 510, Chicago, IL
    60654.(2)
    
    Includes: (i) 213,098 shares owned by Northlea
    Partners, Ltd., of which Dr. Abeles is General Partner;
    (ii) 64,583 shares issuable upon exercise of warrants
    granted by the Company to Dr. Abeles that are exercisable
    at any time; and (iii) 100,000 shares of common stock
    awarded in 2009 that have not yet been issued. Dr. Abeles
    disclaims beneficial ownership of all shares owned by, or
    issuable to, Northlea Partners except shares attributable to his
    1% interest in Northlea Partners as General Partner.(3)
    
    Includes 100,000 shares of common stock awarded in 2009
    that have not yet been issued.(4)
    
    Includes (i) 145,000 shares issuable upon exercise of
    warrants that are exercisable at any time; and
    (ii) 100,000 shares of common stock awarded in 2009
    that have not yet been issued.(5)
    
    Includes 35,000 shares issuable upon exercise of warrants
    that are exercisable at any time.(6)
    
    Includes (i) 50,000 shares owned jointly with Marlene
    Barker; (ii) 4,825 shares issuable upon exercise of
    warrants that are exercisable at any time; and
    (iii) 100,000 shares of common stock awarded in 2009
    that have not yet been issued.(7)
    
    Includes: (i) 2,187,500 shares owned by Summitcrest
    Capital L.P., of which Mr. McCullough is President of the
    General Partner; and (ii) an aggregate 158,705 shares
    owned by various trusts of which Mr. McCullough is trustee
    as follows: MJM Educational Trust (12,500 shares), PFM
    Educational Trust (12,500 shares), CDM Educational Trust
    (12,500 shares) and the MPC Trust (121,205 shares).(8)
    
    Includes: (i) 149,551 shares held by Azimuth
    Corporation, of which Mr. Milley is President and Chairman
    of the Board, 429,255 shares held by Cadmus Corporation, of
    which Mr. Milley is President and a director,
    80,282 shares held by Milley Management, Inc., of which
    Mr. Milley is President, sole director and majority
    stockholder, and 23,710 shares held by Winchester National,
    Inc., of which Mr. Milley is a director and executive
    officer; (ii) 62,500 shares issuable upon exercise of
    options and warrants granted by the Company to Mr. Milley
    that are exercisable at any time; and
    (iii) 100,000 shares of common stock awarded in 2009
    that 45




---



##### Table of Contents



have not yet been issued. Shares held directly by
    Mr. Milley, Cadmus Corporation, Winchester National and
    Milley Management, in the aggregate amount of
    402,890 shares, and have been pledged to ELXSI Corp., of
    which Mr. Milley is President, Chief Executive Officer and
    Chairman of the Board.(9)
    
    Includes 100,000 shares of common stock awarded in 2009
    that have not yet been issued.(10)
    
    Includes: (i) an aggregate 160,000 shares held in
    trust for Dr. Weissbergs minor children, for which
    Dr. Weissberg acts as trustee;
    (ii) 412,500 shares that are issuable upon exercise of
    warrants that are exercisable at any time; and
    (iii) 100,000 shares of common stock awarded in 2009
    that have not yet been issued.(11)
    
    Does not include ownership of Daniel J. Burns, Phillip Bradley
    Hall, M.D., Erik Danielson or David J.
    Weissberg, M.D., all of whom declined to stand for
    re-election at the Companys 2009 annual meeting of
    stockholders held on June 22, 2009.  Series E
    Convertible Preferred Stock
    Amount and Nature of

PercentName and Address of Beneficial Owner(1)

Beneficial Ownership

of ClassKevin F. Flynn June 1992 Non-Exempt Trust


6,667
(2)


34.7
%120 South LaSalle Street
    Chicago, IL 60602Rolf Lagerquist


2,000
(3)


10.4
%4522 CO Road 21 NE
    Elgin, MN 55932All current directors and executive officers as a group
    (9 persons)


0



0.0
%     (1)
    
    No director or Named Executive Officer of the Company owns any
    shares of any series of preferred stock of the Company.(2)
    
    Converts into 33,479 shares of common stock, including
    shares issuable upon payment of cumulative dividends.(3)
    
    Converts into 10,043 shares of common stock, including
    shares issuable upon payment of cumulative dividends.  Changes
    in Control
    Item 12.
    Certain
    Relationships and Related Transactions, and Director
    Independence  Transactions
    with Related Persons, Promoters and Certain Control
    Persons
   46




---



##### Table of Contents



Board
    of Directors
  employee-director
  Robert
    F. McCullough, Jr., Chairman, Chief Executive Officer and Chief
    Financial Officer
            Erik
    Danielsen, Former Director
    Alexander
    M. Milley, Director
   47




---



##### Table of Contents



Daniel
    J. Burns, Former Chairman of the Board and
    Director
        David
    J. Weissberg, M.D., Five Percent Holder and Former Chief
    Executive Officer and Director
    Related
    Person Transaction Approval Policy
       48




---



##### Table of Contents




    the risks and benefits of such transaction to the Company,
    the extent of the related persons interest in the
    transaction,
    the impact on a directors independence in the event the
    related person involved in the transaction is a director, an
    immediate family member or an affiliated entity,
    if applicable, the availability of other sources of comparable
    products and services, and
    whether such transaction is on terms no less favorable than
    terms generally available to an unaffiliated third party under
    the same or similar circumstances.    Director
    Independence
  Rule 10A-3
  Item 13.
    Principal
    Accountant Fees and Services    Fees
    Services Performed

2009


2008Audit Fees(1)

$
128,000


$
281,000Audit-Related Fees(2)






Tax Fees(3)






All Other Fees(4)






Total Fees

$
128,000


$
281,000     (1)
    
    Audit fees represent fees billed for professional services
    rendered for the audit of the Companys annual financial
    statements and review of the financial statements included in
    the Companys quarterly reports or services that are
    normally provided in connection with statutory and regulatory
    filings or engagements. 49




---



##### Table of Contents



(2)
    
    Audit-related fees represent fees billed for assurance and
    related services reasonably related to the performance of the
    audit or review of the Companys financial statements not
    reported in (1) above, including those incurred in
    connection with securities registration and/or other issues
    resulting from that process.(3)
    
    Tax fees represent fees billed for professional services
    rendered for tax compliance, tax advice and tax planning
    services.(4)
    
    All other fees principally would include fees billed for
    products and services provided by the accountant, other than the
    services reported under the three captions above.  Pre-Approval
    Policies
      Item 14.
    Exhibits
    and Financial Statement Schedules    (*)
    
    Denotes an exhibit filed herewith.(+)
    
    Denotes a management contract or compensatory plan, contract or
    arrangement.  Exhibit No.

Description2
.1

Stock and Membership Interest Exchange Agreement dated as of
    December 4, 1998 among Bell National Corporation, InPath,
    LLC and the InPath Members (as such term is defined therein).
    (Incorporated herein by reference to Appendix A to the Bell
    National Corporation Definitive Proxy Statement on
    Schedule 14A, filed on April 30, 1999 (the 1999
    Proxy Statement).)2
.2

Agreement and Plan of Merger of Bell National Corporation and
    Ampersand Medical Corporation. (Incorporated herein by reference
    to Appendix C to 1999 Proxy Statement.)2
.3

Agreement and Plan of Merger by and among AccuMed International,
    Inc., AccuMed Acquisition Corp. and Ampersand Medical
    Corporation, dated as of February 7, 2001, and Amendment
    No. 1 thereto. (Incorporated herein by reference to
    Appendix I to Registration Statement (as amended) on
    Form S-4,
    No. 333-61666,
    as filed on May 25, 2001 (the May 2001
    S-4).)3
.1

Certificate of Incorporation of Ampersand Medical Corporation,
    as amended. (Incorporated herein by reference to
    Exhibit 3.1 to the Companys Current Report on
    Form 8-K
    dated September 26, 2001.)3
.2

By-laws of Ampersand Medical Corporation. (Incorporated herein
    by reference to Appendix E to the 1999 Proxy Statement.)3
.3

Certificate of Designation, Preferences and Rights of
    Series A Convertible Preferred Stock of Ampersand Medical
    Corporation. (Incorporated herein by reference to
    Exhibit 3.5 to the Ampersand Medical Corporation Annual
    Report on
    Form 10-K
    (as amended) for the fiscal year ended December 31, 2000,
    as filed on March 29, 2001 (the 2000
    10-K).)3
.4

Certificate of Designation, Preferences and Rights of
    Series B Convertible Preferred Stock of Ampersand Medical
    Corporation. (Incorporated herein by reference to
    Exhibit 3.6 to the 2000
    10-K.)3
.5

Section 6 of Article VII of the By-laws of Ampersand
    Medical Corporation, as amended. (Incorporated herein by
    reference to Exhibit 3.3 to the May 2001
    S-4.)3
.6

Certificate of Designation, Preferences and Rights of
    Series C Convertible Preferred Stock (Incorporated herein
    by reference to Exhibit 3.4 to the Companys
    Registration Statement on
    Form S-2
    (as amended), File
    No. 333-83578,
    as filed on February 28, 2002 (the February 2002
    S-2).) 50




---



##### Table of Contents



Exhibit No.

Description3
.7

Certificate of Amendment of Certificate of Designation,
    Preferences and Rights of Series C Convertible Preferred
    Stock. (Incorporated herein by reference to Exhibit 3.5 to
    the February 2002
    S-2.)3
.8

Certificate of Amendment of Amended Certificate of Designation,
    Preferences and Rights of Series C Convertible Preferred
    Stock. (Incorporated herein by reference to Exhibit 3.6 to
    the February 2002
    S-2.)3
.9

Certificate of Designations, Preferences and Rights of
    Series D Convertible Preferred Stock. (Incorporated herein
    by reference to Exhibit 3.7 to the February 2002
    S-2.)3
.10

Certificate of Designation, Preferences and Rights of
    Series E Convertible Preferred Stock. (Incorporated herein
    by reference to Exhibit 3.8 to the February 2002
    S-2.)3
.11

Certificate of Amendment to Certificate of Incorporation of the
    Company, dated August 5, 2004. (Incorporated herein by
    reference to Exhibit 3.1 to the Companys Quarterly
    Report on
    Form 10-QSB
    for the quarter ended June 30, 2004, as filed on
    August 16, 2004 (the 2004 2Q
    10-QSB).)3
.12

Certificate of Amendment to Certificate of Incorporation, as
    filed on June 22, 2006. (Incorporated herein by reference
    to Exhibit 3.1 to the Companys Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2006, as filed on
    August 21, 2006)3
.13

Certificate of Amendment to Certificate of Incorporation of the
    Company, as filed with the Delaware Secretary of State on
    June 22, 2007. (Incorporated herein by reference to
    Exhibit 3.1 to the Companys Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2007, as filed on
    August 17, 2007.)3
.14

Certificate of Amendment to Certificate of Incorporation of the
    Company, as filed with the Delaware Secretary of State on
    November 19, 2007. (Incorporated herein by reference to
    Exhibit 3.14 to the Companys Annual Report on
    Form 10-KSB
    for the year ended December 31, 2007, as filed
    April 2, 2008 (the 2007
    10-KSB)4
.1

Form of subscription agreement to purchase common stock of the
    Company at $0.25 per share. (Incorporated herein by reference to
    Exhibit 4.38 to the Companys Annual Report on
    Form 10-KSB
    for the year ended December 31, 2005, as filed on
    April 17, 2006 (the 2005
    10-KSB).)4
.2

Form of subscription agreement used to purchase common stock of
    the Company during 2006. (Incorporated herein by reference to
    Exhibit 4.43 to the Companys Annual Report on
    Form 10-KSB
    for the year ended December 31, 2006, as filed
    April 17, 2007 (the 2006
    10-KSB).)4
.3

Form of common stock purchase warrant issued in 2006, 2007 and
    2008 to vendors in consideration for services rendered,
    representing the right to purchase an aggregate
    24,532 shares of common stock. (Incorporated herein by
    reference to Exhibit 4.21 to the 2007
    10-KSB.)4
.4

Registration Rights Agreement in connection with $7 million
    maximum offering of Units completed in March 2008. (Incorporated
    herein by reference to Exhibit 4.22 to the 2007
    10-KSB.)4
.5

Form of Warrant in connection with $7 million maximum
    offering of Units completed in March 2008. (Incorporated herein
    by reference to Exhibit 4.23 to the 2007
    10-KSB.)10
.1+

1999 Equity Incentive Plan established as of June 1, 1999,
    as amended. (Incorporated herein by reference to Appendix B
    to the Companys Definitive Proxy Statement on
    Schedule 14A, as filed on July 1, 2004.)10
.2+

1999 Employee Stock Purchase Plan. (Incorporated herein by
    reference to Appendix G to the 1999 Proxy Statement.)10
.3

Lease Agreement between Ampersand Medical Corporation and O.P.,
    L.L.C, dated May 18, 2000, pertaining to premises located
    at 414 N. Orleans, Suite 510, Chicago, Illinois
    60610. (Incorporated by reference to Exhibit 10.32 to the
    2000 10-K.)10
.4

First Amendment to Lease Agreement between Ampersand Medical
    Corporation and O.P., L.L.C., dated February 13, 2001,
    pertaining to additional premises at 414 N. Orleans,
    Suite 503, Chicago, Illinois 60610 and extending the term
    of the original lease until February 28, 2006.
    (Incorporated by reference to Exhibit 10.33 to the 2000
    10-K.) 51




---



##### Table of Contents



Exhibit No.

Description10
.5

Consulting Agreement, dated January 27, 2006 and effective
    March 1, 2006, by and between the Company and GSG
    Enterprises LLC (Incorporated herein by reference to
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-QSB
    for the quarter ended September 30, 2006, as filed on
    November 20, 2006 (the 2006 3Q
    10-QSB/A).)10
.6+

Employment agreement dated November 15, 2006 between
    Augusto Ocana and the Company. (Incorporated herein by reference
    to Exhibit 10.39 to the 2006
    10-KSB.)10
.7+

Employment agreement dated November 20, 2006 between Robert
    McCullough and the Company. (Incorporated herein by reference to
    Exhibit 10.40 to the 2006
    10-KSB.)10
.8

Consulting agreement dated November 20, 2006 between Future
    Wave Management and the Company. (Incorporated herein by
    reference to Exhibit 10.41 to the 2006
    10-KSB.)10
.9

Consulting agreement dated November 20, 2006 between EBM,
    Inc. and the Company. (Incorporated herein by reference to
    Exhibit 10.42 to the 2006
    10-KSB.)10
.10

Common Stock Purchase Warrant dated September 28, 2006
    issued to David Weissberg representing the right to purchase
    400,000 shares of common stock. (Incorporated herein by
    reference to Exhibit 10.2 to the 2006 3Q
    10-QSB/A.)10
.11+

Common Stock Purchase Warrant dated September 28, 2006
    issued to Alexander Milley representing the right to purchase
    62,500 shares of common stock. (Incorporated herein by
    reference to Exhibit 10.46 to the 2006
    10-KSB.)10
.12+

Common Stock Purchase Warrant dated September 28, 2006
    issued to John Abeles representing the right to purchase
    62,500 shares of common stock. (Incorporated herein by
    reference to Exhibit 10.47 to the 2006 3Q
    10-QSB/A.)10
.13+

Common Stock Purchase Warrant dated January 22, 2007 issued
    to Augusto Ocana representing the right to purchase
    50,000 shares of common stock. (Incorporated herein by
    reference to Exhibit 10.40 to the 2007
    10-KSB.)10
.14+

Form of common stock purchase warrants issued to Richard A.
    Domanik on each of June 29, 2007 and December 18, 2007
    representing the right to purchase an aggregate
    35,000 shares of common stock. (Incorporated herein by
    reference to Exhibit 10.42 to the 2007
    10-KSB.)10
.15

Form of common stock purchase warrants issued to non-executive
    employees of the Company during the 2007 fiscal year
    representing the right to purchase an aggregate
    96,000 shares of common stock. (Incorporated herein by
    reference to Exhibit 10.43 to the 2007
    10-KSB.)10
.16

Form of warrant amendment (Incorporated by reference to
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-QSB
    for the quarter ended March 31, 2007, as filed on
    May 15, 2007)10
.17

Distribution Agreement with M.O.S.S. S.r.L. (Incorporated
    herein by reference to Exhibit 10.45 to the 2007
    10-KSB.)10
.18

Distribution Agreement with MUNDITER  Intercambio
    Mundial de Comercio, S.A. (Incorporated herein by reference to
    Exhibit 10.46 to the 2007
    10-KSB.)10
.19

Distribution Agreement with Palex Medical S.A. (Incorporated
    herein by reference to Exhibit 10.47 to the 2007
    10-KSB.)10
.20

Distribution Agreement with HT Hospital Technologies GmbH.
    (Incorporated herein by reference to Exhibit 10.49 to the
    2007 10-KSB.)10
.21+

Amendment to Employment Agreement dated as of December 15,
    2006 by and between the Company and Augusto Ocana dated as of
    July 15, 2007. (Incorporated herein by reference to
    Exhibit 10.50 to the 2007
    10-KSB.)10
.22+

Second Amendment to Employment Agreement dated as of
    December 15, 2006 by and between the Company and Augusto
    Ocana. (Incorporated herein by reference to Exhibit 10.51
    to the 2007
    10-KSB.)10
.23

Purchase Agreement in connection with $7 million maximum
    offering of Units completed in March 2008. (Incorporated herein
    by reference to Exhibit 10.52 to the 2007
    10-KSB.)10
.24

License agreement with Quantrx Biomedical Corporation dated
    May 19, 2008 (Incorporated herein by reference to
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2008, as filed on
    August 11, 2008)10
.25*

Service agreement with Cell Solutions, LLC. Dated
    October 9, 2009 52




---



##### Table of Contents



Exhibit No.

Description10
.26

Form of Subscription Agreement and Letter of Investment Intent
    in connection with $7 million maximum offering of Units
    completed in March 2008. (Incorporated herein by reference to
    Exhibit 10.52 to the 2007
    10-KSB.)10
.27*

Consulting agreement with Dr. Mauro Scimia dated
    April 14, 201010
.28*

Distribution service agreement with Amsino International, Inc.
    dated April 14, 201014


Code of Ethics and Business Conduct of Officers, Directors and
    Employees of CytoCore, Inc. (Incorporated herein by reference to
    Exhibit 99.1 to the 2003
    10-KSB.)21


Subsidiaries of the Company. (Incorporated herein by reference
    to Exhibit 21 to the 2007
    10-KSB.)23
.1*

Consent of L. J. Soldinger Associates31
.1*

Certification of the Chief Executive Officer and Chief Financial
    Officer of CytoCore, Inc. pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.32
.1*

Certification of the Chief Executive Officer and Chief Financial
    Officer of CytoCore, Inc. pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.  53




---



##### Table of Contents



SIGNATURES    CYTOCORE, INC.
  By:
    /s/  Robert
    McCullough, Jr.          Signature

Title

Date/s/  Robert
    McCullough, Jr.Robert
    McCullough, Jr.

Chief Executive Officer and
    Chief Financial Officer
    (Principal Accounting Officer and Director)

May 17, 2010/s/  Alexander
    M. MilleyAlexander
    M. Milley

Director

May 17, 2010/s/  John
    Abeles, M.D.John
    Abeles, M.D.

Director

May 17, 2010/s/  Clint
    SeversonClint
    Severson

Director

May 17, 2010  54




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm  To The Board
    of Directors and
    Stockholders of CytoCore, Inc.
           /s/ L J
    Soldinger Associates LLC
  
 F-1




---



##### Table of Contents



CYTOCORE,
    INC. AND SUBSIDIARIES
  CONSOLIDATED BALANCE SHEETS
  December 31,2009


2008(Dollars in thousands, except per share amounts)ASSETSCurrent Assets:Cash and cash equivalents

$



$
553Accounts receivable, net of allowance of $7,000 for the year
    ended December 31, 2008


17



36Inventories.


574



1,168Prepaid expenses and other current assets


44



58Total current assets


635



1,815Fixed assets, net


1,846



2,040Licenses, patents, and technology, net of amortization


62



101Inventories,
    non-current


325



Total assets

$
2,868


$
3,956LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)Current Liabilities:Checks issued in excess of amounts on deposit

$
5


$
Account payable


2,102



2,320Accrued payroll costs


818



127Accrued expenses


1,225



1,041Advances from related parties


763



Notes payable


70



70Total current liabilities


4,983



3,558Stockholders Equity (Deficit):Preferred stock; $0.001 par value; 10,000,000 shares
    authorized; 373,555 and 373,559 shares issued and
    outstanding at December 31, 2009 and 2008, respectively
    (Liquidation value of all classes of preferred stock of $2,876
    at December 31, 2009)


1,492



1,492Common stock, $0.001 par value; 500,000,000 shares
    authorized; 42,173,810 and 41,226,903 shares issued and
    42,154,601 and 41,207,694 shares outstanding at
    December 31, 2009 and 2008, respectively


42



41Additional paid-in capital


92,106



91,065Treasury stock at cost: 19,209 shares at December 31,
    2009 and 2008


(327
)


(327
)Accumulated deficit


(95,351
)


(91,799
)Accumulated comprehensive loss  Cumulative
    translation adjustment


(77
)


(74
)Total stockholders equity (deficit)


(2,115
)


398Total liabilities and stockholders equity

$
2,868


$
3,956    F-2




---



##### Table of Contents



CYTOCORE,
    INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year Ended December 31,2009


2008(Dollars in thousands, except per share amounts)Net Sales

$
44


$
125Operating ExpensesCost of revenues


3



81Provision for inventory adjustment to market


400



Research and development (net of settlement of trade debt of
    $457,000 for the year ended December 31, 2009


(85
)


1,852Selling, general and administrative


3,022



4,301Selling, general and administrative  related parties






263Total cost and expenses


3,340



6,497Operating Loss


(3,296
)


(6,372
)Other Income (Expense):Interest expense


(34
)


(9
)Provision for legal settlement


(222
)


Interest income






53Total other income (expense)


(256
)


44Loss from operations before income taxes


(3,552
)


(6,328
)Income taxes






Net Loss


(3,552
)


(6,328
)Preferred stock dividends






(58
)Net loss applicable to common stockholders

$
(3,552
)

$
(6,386
)Basic and fully diluted net loss per common share

$
(.08
)

$
(.16
)Weighted average number of common shares outstanding


41,874,890



39,984,394    F-3




---



##### Table of Contents



CYTOCORE,
    INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended December 31,2009


2008(Dollars in thousands)Operating Activities:Net loss


(3,552
)

$
(6,328
)Non-cash charge for legal settlement


222



Depreciation


379



229Amortization of license


100



58(Decrease) increase in allowance for doubtful accounts


(7
)


7Provision for inventory adjustment to market


400



Loss on disposal of fixed asset






1Non-cash interest related to warrant modification


21



Stock and warrants issued to non-employees for services


5



37Non-cash compensation expense


2



87Stock issued to directors for compensation


350



Gain on settlements of trade indebtedness


(457
)


(19
)Changes in assets and liabilities:Accounts receivable


26



(28
)Inventories


(131
)


(1,155
)Prepaid expenses and other current assets


14



159Checks issued in excess of deposits


5



Accounts payable


61



371Accrued expenses


925



(537
)Net cash used for operating activities


(1,637
)


(7,118
)Investing activities:Purchase of license


(61
)


(139
)Capital purchases


(10
)


(1,544
)Net cash used for investing activities


(71
)


(1,683
)Financing activities:Proceeds from issuance of common stock






9,381Financing costs in connection with private placement of stock






(405
)Proceeds from related parties advances/demand loans


885



Proceeds from exercise of warrants and options


270



62Net cash provided by financing activities


1,155



9,038Net (decrease) increase in cash and cash equivalents


(553
)


237Cash and cash equivalents at beginning of year


553



316Cash and cash equivalents at end of year

$



$
553Supplemental disclosure of cash flow information:Non-cash transaction during the year for:Preferred stock and cumulative dividends converted into common
    stock

$



$
136Payment of accrued wages with common stock

$
31


$
604Warrant exercised with debt in satisfaction of related party
    advances and other liabilities

$
168


$
180    F-4




---



##### Table of Contents



CYTOCORE,
    INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
  AccumulatedPreferred Stock


Common Stock








Additional





Other


Totalpar Value $0.001


par Value $0.001(1)


Treasury Stock(1)


Paid-in


Accumulated


Comprehensive


StockholdersShares


Amount


Shares


Amount


Shares


Amount


Capital(1)


Deficit


Loss


Deficit(Dollars in thousands)January 1, 2008


403,272


$
1,628



35,866,156


$
36



19,209


$
(327
)

$
80,917


$
(85,413
)

$
(77
)

$
(3,236
)Comprehensive Loss:Net loss






























(6,328
)






(6,328
)Foreign currency translation


































3



3Total net comprehensive loss






































(6,325
)Series B preferred stock converted to common stock


(28,736
)


(115
)


19,786















169



(54
)






Series E preferred stock and cumulative dividends converted
    to common stock


(977
)


(21
)


4,305















25



(4
)






Sale of common stock, net of financing costs of $405










4,690,500



5











8,971











8,976Exercise of warrants










301,288















242











242Common stock issued for compensation










200,000















356











356Common stock issued for services










144,868















261











261Warrants issued for compensation


























87











87Warrants issued for services


























37











37December 31, 2008


373,559


$
1,492



41,226,903


$
41



19,209


$
(327
)

$
91,065


$
(91,799
)

$
(74
)

$
398Comprehensive Loss:Net loss






























(3,552
)






(3,552
)Foreign currency translation


































(3
)


(3
)Total net comprehensive loss






































(3,555
)Series E preferred stock and cumulative dividends converted
    to common stock


(4
)






20



























Exercise of warrants










869,614



1











437











438Common stock issued for compensation










61,144















576











576Common stock issued for services










16,129















5











5Warrants issued for compensation


























2











2Warrants issued for services


























21











21December 31, 2009


373,555


$
1,492



42,173,810


$
42



19,209


$
(327
)

$
92,106


$
(95,351
)

$
(77
)

$
(2,115
)    F-5




---



##### Table of Contents



CYTOCORE,
    INC. AND SUBSIDIARIES
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Tabular data in thousands, except per share amounts)  Note 1.
    The
    Company and Basis of Presentation      ® CytoCore
    Solutions ® CytoCore Solutions CytoCore Solutions CytoCore Solutions
  Liquidity
       F-6




---



##### Table of Contents



Note 2.
    Summary
    of Significant Accounting Policies  Principles
    of Consolidation
    Use of
    Estimates
    SoftPAP®
  Revenue
    Recognition
    Cash and
    Cash Equivalents
    Inventory
  non-current.
  Property
    and Equipment
    Furniture and fixtures

5 yearsLaboratory equipment

5 yearsComputer and communications equipment

3 yearsDesign and tooling

5 yearsMachinery and equipment

7 yearsLeasehold improvements

Useful life or term of lease, whichever is shorter    F-7




---



##### Table of Contents



Licenses,
    Patents, and Technology
    Impairment
    or Disposal of Long-Lived Assets
    Research
    and Development Costs
    Stock
    Based Compensation
  718-10,
  Foreign
    Currency Translation
    Fair
    Value of Financial Instruments
    Other
    Comprehensive Income (Loss)
    Net Loss
    Per Share
    Income
    Taxes
   F-8




---



##### Table of Contents



740-10
  Risks
    from Concentrations
    Recent
    Accounting Pronouncements
             F-9




---



##### Table of Contents



F-10




---



##### Table of Contents



Note 3.
    Fixed
    Assets    2009


2008Furniture and fixtures

$
47


$
47Laboratory equipment


508



508Computer and communications equipment


261



261Design and tooling


1,204



1,019Machinery and equipment


777



777Construction in progress


399



3993,196



3,011Less accumulated depreciation and amortization


(1,350
)


(971
)Total

$
1,846


$
2,040      F-11




---



##### Table of Contents



Note 4.
    Licenses,
    Patents, and Technology  Licenses, patents, and technology include the following at
    December 31:   2009


2008Licenses

$
220


$
159Patent costs


133



133LabCorp Technology Agreement


260



260Subtotal


613



552Less accumulated amortization


(551
)


(451
)Total

$
62


$
101     Note 5.
    Accrued
    Expenses    2009


2008Accrued interest

$
363


$
357Reserve for legal settlement


220



Accrued taxes


214



102Accrued compensation


40



241Other accrued expenses


388



341Total

$
1,225


$
1,041   Note 6.
    Notes
    Payable    2009


2008Xillix Technologies Corporation, $361,000 Promissory Note issued
    June 26, 1998; interest rate Canadian Prime plus 6% per
    annum; represents a debt of AccuMed; due December 27, 1999


34



34Robert Shaw, $25,000 Promissory Note issued September 20,
    2001; interest rate 9% per annum


15



15Ventana Medical Systems, Inc., $62,946 Promissory Note issued
    November 30, 2003; due December 31, 2003; interest at
    8% per annum payable after December 31, 2003


21



21$
70


$
70    F-12




---



##### Table of Contents



Note 7.
    Stockholders
    Equity  Earnings
    (loss) per share
    For the Years Ended December 31,2009


2008Basic and Diluted:Net loss applicable to common stockholders (in thousands)


(3,552
)

$
(6,328
)Weighted average common shares outstanding


41,874,890



39,984,394Net loss per common share

$
(.08
)

$
(.16
)     Preferred
    Stock
    Shares Issued &

Shares Issued &Outstanding

OutstandingOffering

Shares Authorized

2009

2008Series A convertible


590,197



47,250



47,250Series B convertible, 10% cumulative


1,500,000



93,750



93,750Series C convertible, 10% cumulative


1,666,666



38,333



38,333Series D convertible, 10% cumulative


300,000



175,000



175,000Series E convertible, 10% cumulative


800,000



19,222



19,226Undesignated Preferred Series


5,143,137







Total Preferred Stock


10,000,000



373,555



373,559   Summary
    of Preferred Stock Terms
  Series A Convertible Preferred Stock
  Liquidation Value:

$4.50 per shareConversion Price:

$103.034 per shareConversion Rate:

0.04367  Liquidation Value divided by Conversion
    Price ($4.50/$103.034)Voting Rights:

NoneDividends:

NoneConversion Period:

Any time   Series B Convertible Preferred Stock
  Liquidation Value:

$4.00 per shareConversion Price:

$10.00 per shareConversion Rate:

0.40  Liquidation Value divided by Conversion Price
    ($4.00/$10.00)Voting Rights:

NoneDividends:

10%  Quarterly  Commencing March 31, 2001Conversion Period:

Any time    F-13




---



##### Table of Contents



Series C
    Convertible Preferred Stock
  Liquidation Value:

$3.00 per shareConversion Price:

$6.00 per shareConversion Rate:

0.50  Liquidation Value divided by Conversion Price
    ($3.00/$6.00)Voting Rights:

NoneDividends:

10%  Quarterly  Commencing March 31, 2002Conversion Period:

Any time     Series D
    Convertible Preferred Stock
  Liquidation Value:

$10.00 per shareConversion Price:

$10.00 per shareConversion Rate:

1.00  Liquidation Value divided by Conversion Price
    ($10.00/$10.00)Voting Rights:

NoneDividends:

10%  Quarterly  Commencing April 30, 2002Conversion Period:

Any time     Series E
    Convertible Preferred Stock
  Liquidation Value:

$22.00 per shareConversion Price:

$8.00 per shareConversion Rate:

2.75  Liquidation Value divided by Conversion Price
    ($22.00/$8.00)Voting Rights:

Equal in all respects to holders of common sharesDividends:

10%  Quarterly  Commencing May 31, 2002Conversion Period:

Any time     Issuance
    of Securities
  Common
    Stock
       F-14




---



##### Table of Contents



Warrants
     F-15




---



##### Table of Contents



Conversions
    of Preferred Stock
      Application
    of Black-Scholes Valuation Model
    2009

2008Expected volatility

171%  250%

125%  132%Expected term (years)

11/2

11/2Risk-free interest rate

1.00%

4.25%Expected dividend yield

0%

0%Forfeiture rate

0%

0%Resulting weighted average grant date fair value

$0.16

$1.49    F-16




---



##### Table of Contents



Warrants
    Total Warrant

Warrant Shares

Exercise Price

Weighted AverageShares Outstanding

Exercisable

(not Weighted)

Years Until Expiration2,000



2,000


$
0.06



2.942,000



2,000


$
0.09



2.622,000



2,000


$
0.17



1.869,000



9,000


$
0.20



2.397,000



7,000


$
0.61



1.6863,333



63,333


$
1.00



0.565,000



5,000


$
1.33



1.005,000



5,000


$
1.45



1.33490,833



490,833


$
1.50



1.322,000



2,000


$
1.60



0.6210,000



10,000


$
1.66



0.625,000



5,000


$
1.70



1.25240,595



240,595


$
1.80



1.9227,000



27,000


$
1.89



1.172,000



2,000


$
1.90



1.432,190,167



2,190,167


$
2.00



1.291,000



1,000


$
2.23



1.25283,266



283,266


$
2.25



1.2930,000



30,000


$
2.67



0.4964,000



64,000


$
2.87



0.3010,000



10,000


$
3.25



1.2510,003



10,003


$
3.50



0.71Total


3,461,197



3,461,197   Note 8.
    Equity
    Incentive Plan and Employee Stock Purchase Plan         F-17




---



##### Table of Contents



2009

2008Expected volatility

171%  250%

125%  132%Expected term (years)

11/2

11/2
     2Risk-free interest rate

1.00%

4.25Expected dividend yield

0%

0%Forfeiture rate

0%

0%Resulting weighted average grant date fair value

$0.16

$1.49      F-18




---



##### Table of Contents



1999
    Stock Option Plan
  Weighted



Weighted AverageAverage

Aggregate

RemainingExercise

Intrinsic

Contractual LifeOptions

Price

Value

(Years)Outstanding at December 31, 2007


160,786


$
3.050


$
0.00



1.01Granted


Exercised


Forfeited


(50,000
)

$
3.220Outstanding at December 31, 2008


110,786


$
2.974


$
0.00



0.15Granted


Exercised






Forfeited


(100,786
)

$
2.000Outstanding at December 31, 2009


10,000


$
11.940


$
0.00



1.42   Warrants
    and options issued outside of the Plan for employee
    compensation
  Weighted



Weighted AverageAverage

Aggregate

RemainingOptions and

Exercise

Intrinsic

Contractual LifeWarrants

Price

Value

(Years)Outstanding at December 31, 2007


1,305,000


$
1.82


$
299,000Granted


79,000


$
1.45Exercised


Forfeited


Outstanding at December 31, 2008


1,384,000


$
1.80


$
7,000Granted


13,000


$
0.16Exercised


(595,000
)

$
1.60Forfeited


Outstanding at December 31, 2009


802,000


$
2.05



     Stock
    Appreciation Rights
   F-19




---



##### Table of Contents



Note 9.
    Leases      OperatingYear

Leases2010

$
1372011


1412012


1452013


1242014


Total

$
547   Note 10.
    Income
    Taxes    2009


2008Federal

$



$
State and local






Foreign






Total income tax expense

$



$
   2009


2008Current






Deferred






Total Income Tax Expense






     2009

2008Statutory U.S. federal rate


(34.0
)%


(34.0
)%Permanent differences






Valuation allowance


34.0
%


34.0
%Provision for income tax expense(benefit)


0.0
%


0.0
%  F-20




---



##### Table of Contents



2009


2008Deferred Tax Assets:Net Operating Loss Carryforwards

$
29,500


$
28,307Non-cash compensation


156



391Writedown of intangibles


(9
)


21Provision for inventory adjustment


(100
)


Accrued Liabilities


23



188Allowance and reserves


5



2Total Deferred Tax Assets


29,575



28,909Deferred Tax Liabilities:Total Deferred Tax Liabilities






Net Deferred Tax Asset


29,575



28,909Valuation Allowance


(29,575
)


(28,909
)Net Deferred Tax Asset

$



$
       Tax
    Uncertainties
     F-21




---



##### Table of Contents



AmountGross Unrecognized tax benefits at December 31, 2008

$
Increases in tax positions for current year


Settlements


Lapse in statute of limitations


Gross Unrecognized tax benefits at December 31, 2009

$
       Note 11.
    Commitments
    and contingencies  Legal
    Proceedings
  Settled
    in 2010
  NeoMed Innovation III L.P.
    Pending
    as of December 31, 2009
  MedPlast Elkhorn, Inc.
  Wildman, Harrold, Allen & Dixon
    LLP. No. 2009-L-013902).
 F-22




---



##### Table of Contents



Securities
    and Exchange Commission Subpoenas
  SEC action.
  Other
    claims
  Other Creditors.
    Commitments
    Note 12.
    Related
    Party Transactions             F-23




---



##### Table of Contents



Note 13.
    Subsequent
    Events     F-24