##### Table of Contents





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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 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
    000-23661
 ROCKWELL MEDICAL TECHNOLOGIES,
    INC.
 (Exact name of registrant as
    specified in its charter)
 Michigan

38-3317208(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)30142 Wixom Road
    Wixom, Michigan(Address of principal
    executive offices)

48393(Zip Code)   (248) 960-9009 (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 Registered:Common Stock, no par value

Nasdaq Global Market   Securities registered pursuant to Section 12(g) of the
    Act:
 (None)
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      Documents
    Incorporated by Reference
  Form 10-K.




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##### Table of Contents





PART I
    Forward
    Looking Statements
      Item 1.
    Description
    of Business.  General
     1




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Our
    Business Strategy
    Obtain
    Regulatory Approval of our Lead Drug Candidate, SFP, Indicated
    for the Treatment of Iron Deficiency Anemia.
    Develop
    our Product Portfolio of Renal and Anemia Drugs, Including
    Extensions of SFP.
    Identify
    Novel Drug Targets to Address Unmet Market
    Opportunities.
    Obtain
    Partners to Achieve Global Development and Commercialization of
    our Products.
    Acquire
    Rights to Complementary Drug Candidates and
    Technologies.
    Continue
    Development of our Commercial Business and Market
    Position.
    Our
    Markets
  How
    Hemodialysis Works
   2




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##### Table of Contents



Dialysis
    Industry Trends
    55-60%
  Our
    Products
    Renal
    Pure Liquid Acid Concentrate
    Dri-Sate®

    Dry Acid Concentrate & Mixing System
  on-site.
 3




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RenalPure
    Powder Bicarbonate Concentrate
    SteriLyte®

    Liquid Bicarbonate Concentrate
    Ancillary
    Products
    Iron
    Supplemented Dialysate
           4




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Distribution
    and Delivery Operations
    and/or
    Sales and
    Marketing
      Competition
  Dialysis
    Concentrate and Supplies Competition
   5




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Iron
    Maintenance Therapy Market Competition
  ® ® ® ® ® ®
  ® ® ® ® ®
  ® ® ®
  ® IN-FeD ®
  ® ® ®
   6




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Quality
    Assurance and Control
        Government
    Regulation
   7




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Medical
    Device Approval and Regulation
  pre-amendment
       8




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##### Table of Contents



and/or
    Drug
    Approval and Regulation
       9




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Other
    government regulations
     10




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##### Table of Contents



Product
    License Agreements
          Trademarks &
    Patents
        Suppliers
    Customers
   11




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##### Table of Contents



Employees
    Research &
    Development
      Where You
    Can Get Information We File with the SEC
  http://www.rockwellmed.com. Form 10-K, Form 10-Q, Form 8-K,
  http://www.sec.gov.
  Item 1A.
    Risk
    Factors.  Investing in our common stock involves a high degree of risk.
    You should carefully consider the risks and uncertainties
    described below before purchasing our common stock. The risks
    and uncertainties described below are not the only ones facing
    our company. Additional risks and uncertainties may also impair
    our business operations. If any of the following risks actually
    occur, our business, financial condition or results of
    operations would likely suffer. In that case, the trading price
    of our common stock could fall, and you may lose all or part of
    the money you paid to buy our common stock.
 12




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RISKS
    RELATED TO OUR BUSINESS
  The
    dialysis provider market is highly concentrated in national and
    regional dialysis chains that account for the majority of our
    domestic revenue. Our business is substantially dependent on one
    of our customers that accounts for a substantial portion of our
    sales. The loss of this customer would have a material adverse
    affect on our results of operations and cash flow.
    We
    operate in a very competitive market against substantially
    larger competitors with greater resources.
    Our new
    drug product requires FDA approval and expensive clinical trials
    before it can be marketed.
    Even if
    our new drug product is approved by the FDA, we may not be able
    to market it successfully.
      We may
    not be successful in maintaining our gross profit
    margins.
   13




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We depend
    on government funding of healthcare.
      Orders
    from our international distributors may not result in recurring
    revenue.
    We depend
    on key personnel.
   14




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Our
    business is highly regulated.
      We depend
    on contract research organizations and consultants to manage and
    conduct our clinical trials and if they fail to follow our
    protocol or meet FDA regulatory requirements our clinical trial
    data and results could be compromised causing us to delay our
    development plans or have to do more testing than
    planned.
    Foreign
    approvals to market our new drug products may be difficult to
    obtain.
      Health
    care reform could adversely affect our business.
     15




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We may
    not have sufficient products liability insurance.
    Our Board
    of Directors is subject to potential deadlock.
    RISKS
    RELATED TO OUR COMMON STOCK
  Shares
    eligible for future sale may affect the market price of our
    common shares.
      The
    market price of our securities may be volatile.
    Voting
    control and anti-takeover provisions reduce the likelihood that
    you will receive a takeover premium.
   16




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We do not
    anticipate paying dividends in the foreseeable future.
    Item 1B.
    Unresolved
    Staff Comments.    Item 2.
    Properties.      Item 3.
    Legal
    Proceedings.   17




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PART II
  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.    Sale PriceQuarter Ended

High


LowMarch 31, 2008

$
7.26


$
5.72June 30, 2008

$
7.49


$
4.65September 30, 2008

$
7.20


$
3.40December 31, 2008

$
4.79


$
1.06March 31, 2009

$
4.85


$
2.56June 30, 2009

$
8.79


$
3.82September 30, 2009

$
9.39


$
7.20December 31, 2009

$
8.14


$
6.00     Dividends
    Securities
    Authorized for Issuance Under Equity Compensation
    Plans
  Form 10-K
 18




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Performance
    Graph
  5-year
  COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN* Among
    Rockwell Medical Technologies, Inc., The Russell 2000 Index
    And The NASDAQ Biotechnology Index
  
   *$100
    invested on 12/31/04 in stock or index, including reinvestment
    of dividends.
    Fiscal year ending December 31.
  12/31/2004


12/31/2005


12/31/2006


12/31/2007


12/31/2008


12/31/2009Rockwell Medical


$
100.00



$
141.90



$
226.35



$
227.94



$
133.02



$
244.13Russell 2000


$
100.00



$
104.55



$
123.76



$
121.82



$
80.66



$
102.58NASDAQ Biotechnology


$
100.00



$
117.54



$
117.37



$
121.37



$
113.41



$
124.58   The information furnished under the heading Stock
    Performance Graph shall not be deemed filed
    for purposes of Section 18 of the Securities Exchange Act
    of 1934, as amended, or otherwise subject to the liabilities of
    that Section, and such information shall not be deemed
    incorporated by reference in any filing under the Securities Act
    of 1933, as amended.
 19




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Item 6.
    Selected
    Financial Data.  Form 10-K.
  For the Year Ended December 31,2009

2008

2007

2006

2005Net sales

$
54,729,505


$
51,666,033


$
43,045,304


$
28,638,859


$
27,694,955Cost of sales(2)


46,842,334



49,159,478



40,156,041



25,837,294



24,689,912Gross profit(2)


7,887,171



2,506,555



2,889,263



2,801,565



3,005,043Income from continuing operations before interest expense and
    income taxes


(5,481,379
)


(8,085,196
)


(3,608,353
)


(4,637,830
)


274,903Interest expense, net


19,859



(221,139
)


110,542



(62,851
)


198,095Income from continuing operations before income taxes


(5,501,238
)


(7,864,057
)


(3,718,895
)


(4,574,979
)


76,808Income taxes


















Net income


(5,501,238
)


(7,864,057
)


(3,718,895
)


(4,574,979
)


76,808Earnings per common share:Basic

$
(0.37
)

$
(0.57
)

$
(0.32
)

$
(0.41
)

$
0.01Diluted

$
(0.37
)

$
(0.57
)

$
(0.32
)

$
(0.41
)

$
0.01Weighted average number of common shares and common share
    equivalentsBasic


14,709,016



13,836,435



11,771,381



11,189,001



8,674,651Diluted


14,709,016



13,836,435



11,771,381



11,189,001



9,356,990   As of December 31,2009

2008

2007

2006

2005Total assets

$
34,879,221


$
18,959,982


$
22,803,134


$
13,152,833


$
9,260,660Current assets


29,948,945



14,428,691



18,645,945



9,058,846



5,380,080Current liabilities


5,536,957



7,097,836



4,637,271



4,452,675



4,682,139Working capital


24,411,988



7,330,855



14,008,674



4,606,171



697,941Long-term debt and capitalized lease obligations


19,062



41,203



204,837



326,045



733,723Stockholders equity(1)


29,323,202



11,820,943



17,961,026



8,374,113



3,844,798Book value per outstanding common share

$
1.70


$
0.84


$
1.30


$
0.37


$
0.43Common shares outstanding


17,200,442



14,104,690



13,815,186



11,500,349



8,886,948     (1)
    
    There were no cash dividends paid during the periods presented.(2)
    
    The Company has reclassified certain expenses from Selling,
    General and Administrative Expense to Cost of Sales in the 2008
    and 2007 consolidated income statements to conform with the
    current year presentation. The impact of the change was not
    material. Earlier periods were not adjusted as the amounts were
    immaterial. 20




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Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  Overview
    and Recent Developments
                 21




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Results
    of Operations
  For
    the year ended December 31, 2009 compared to the year ended
    December 31, 2008
  Sales
    Gross
    Profit
    Selling,
    General and Administrative Expenses
    Research
    and Development
    Interest
    Expense, Net
    Income
    Tax Expense
    For
    the year ended December 31, 2008 compared to the year ended
    December 31, 2007
  Sales
   22




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Gross
    Profit
      Selling,
    General and Administrative Expenses
    Research
    and Development
    Interest
    Expense, Net
   23




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##### Table of Contents



Income
    Tax Expense
    Critical
    Accounting Estimates and Judgments
      Revenue
    recognition
    Allowance
    for doubtful accounts
    Impairments
    of long-lived assets
     24




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##### Table of Contents



Accounting
    for income taxes
    Liquidity
    and Capital Resources
          sub-licensing
  Contractual
    Obligations
    Payments due by periodLess than








More thanContractual Obligations

Total


1 year


1-3 years


3-5 years


5 yearsCapital leases

$
65,789


$
45,806


$
19,983







Operating leases

$
3,510,840


$
1,655,687


$
1,648,141


$
207,012



Purchase obligations

$
4,500


$
4,500











Total

$
3,581,129


$
1,705,993


$
1,668,124


$
207,012



  25




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Off-Balance
    Sheet Arrangements
    Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk.  Interest
    Rate Risk
      Foreign
    Currency Exchange Rate Risk
    Item 8.
    Financial
    Statements.    Item 9.
    Changes
    In and Disagreements with Accountants on Accounting and
    Financial Disclosure.    Item 9A.
    Controls
    and Procedures.  Evaluation
    of Disclosure Controls and Procedures
      Managements
    Report on Internal Control Over Financial Reporting
   26




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##### Table of Contents



Changes
    in Internal Controls
    Item 9B.
    Other
    Information.    PART III
  Item 10.
    Directors,
    Executive Officers and Corporate Governance.    Item 11.
    Executive
    Compensation.    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.   27




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##### Table of Contents



Securities
    Authorized for Issuance Under Equity Compensation
    Plans
    Number of securities to beissued upon exercise of


Weighted-average


Number of securities remainingoutstanding options,


exercise price of


available for future issuance underwarrants


outstanding options,


equity compensation plans (excludingand rights


warrants and rights


securities reflected in column (a))Plan Category

(a)


(b)


(c)Equity compensation plans approved by security holders


4,441,500


$
3.95



473,333Equity compensation plans not approved by security holders


1,160,200


$
5.84



- 0 -Total


5,601,700


$
4.32



473,333   and/or
         28




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##### Table of Contents



Form S-3 No. 333-160791)
  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.    Item 14.
    Principal
    Accountant Fees and Services.    Item 15.
    Exhibits,
    Financial Statement Schedules.    (b)
    Exhibits  000-23-661.
  3
.1

Amended and Restated Articles of Incorporation, dated as of
    June 4, 2008 (Companys
    Form 10-Q
    filed August 12, 2008).3
.2

Amended and Restated Bylaws (Companys
    Form 8-K
    filed November 25, 2008).4
.1

Form of Warrant (Companys
    Form 8-K
    filed December 4, 2007).4
.2

RJ Aubrey Warrant Agreement, dated November 28, 2007
    (Companys
    Form 8-K
    filed December 4, 2007).4
.3

Form of Investor Warrant to Purchase Common Stock issuable by
    the Company to the investor signatories to the Subscription
    Agreement, filed as exhibit F to the Placement Agency
    Agreement (Companys
    Form 8-K
    filed September 30, 2009).4
.4

Form of Placement Agent Warrant issuable by the Company to JMP
    Securities LLC and Wedbush Securities Inc. (Companys
    Form 8-K
    filed September 30, 2009).4
.5

Warrant issued to RJ Aubrey IR Services LLC as of
    September 30, 2008 (Companys
    Form S-3
    (file
    no. 333-160710)).4
.6

Warrant issued to Lions Gate Capital as of October 3, 2007
    (Companys
    Form S-3
    (file no. 333-160710)). 29




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##### Table of Contents



4
.7

Warrant issued to Capitol Securities Management, Inc. as of
    May 28, 2008 (Companys
    Form S-3
    (file
    no. 333-160710)).4
.8

Warrant issued to Emerald Asset Advisors, LLC as of
    November 5, 2008 (Companys
    Form S-3
    (file
    no. 333-160710)).4
.9

Form of Warrant issued to Messrs. Rick, Pizzirusso, Ries,
    Meyers and Pace as of July 17, 2009 (Companys
    Form S-3
    (file
    no. 333-160710)).*10
.1

Rockwell Medical Technologies, Inc. 1997 Stock Option Plan
    (Companys Proxy Statement filed April 17, 2006).10
.2

Lease Agreement dated March 12, 2000 between the Company
    and DFW Trade Center III Limited Partnership
    (Companys
    Form 10-KSB
    filed March 30, 2000.)10
.3

Lease Agreement dated October 23, 2000 between the Company
    and International-Wixom, LLC (Companys
    Form 10-KSB
    filed April 2, 2001.)10
.4

Licensing Agreement between the Company and Charak LLC and
    Dr. Ajay Gupta dated January 7, 2002 (with certain
    portions of the exhibit deleted under a request for confidential
    treatment under
    Rule 24b-2
    of the Securities Exchange Act of 1934) (Companys
    Form 10-KSB
    filed April 1, 2002).10
.6

Supply Agreement between the Company and DaVita, Inc. dated
    May 5, 2004 (with certain portions of the exhibit deleted
    under a request for confidential treatment under
    Rule 24b-2
    of the Securities Exchange Act of 1934) (Companys
    Form 10-QSB
    filed May 17, 2004).10
.10

Second Amendment of Industrial Lease Agreement between Rockwell
    Medical Technologies, Inc. and DCT DFW, LP dated August 17,
    2005 (Companys
    Form 8-K
    filed August 19, 2005).10
.11

Amending Agreement made the 16th day of January, 2006, by
    and between Dr. Ajay Gupta, Charak LLC and Rockwell Medical
    Technologies, Inc. (Companys
    Form 10-KSB
    filed March 31, 2006).*10
.16

Rockwell Medical Technologies, Inc. 2007 Long Term Incentive
    Plan (Companys Proxy Statement filed April 18, 2007).10
.17

Consulting Agreement, dated as of October 3, 2007
    (Companys
    Form 8-K
    filed October 9, 2007).10
.18

Common Stock Purchase Agreement, dated November 28, 2007,
    between the Company and certain Purchasers (Companys
    Form 8-K
    filed December 4, 2007).10
.19

Registration Rights Agreement, dated November 28, 2007,
    between the Company and certain Purchasers (Companys
    Form 8-K
    filed December 4, 2007).*10
.20

Form of Nonqualified Stock Option Agreement (Director Version)
    (Companys
    Form 8-K
    filed December 20, 2007).*10
.21

Form of Nonqualified Stock Option Agreement (Employee Version)
    (Companys
    Form 8-K
    filed December 20, 2007).10
.22

Lease Agreement dated March 19, 2008 between the Company
    and EZE Management Properties Limited Partners (Companys
    Form 10-K
    filed March 24, 2008).*10
.23

Amendment No. 1 to Rockwell Medical Technologies, Inc. 2007
    Long Term Incentive Plan (Companys
    Form 8-K
    filed May 30, 2008).10
.24

Advisory Agreement dated May 28, 2008 between the Company
    and Capitol Securities Management, Inc. (Companys
    Form 10-Q
    filed August 12, 2008).10
.25

Mutual Release and Settlement Agreement dated September 24,
    2008 by and among the Company, FWLL, LLC and ST Holdings, Inc
    (Companys
    Form 10-Q
    filed November 13, 2008).10
.26

Advisory Agreement dated September 30, 2008 between the
    Company and RJ Aubrey IR Services LLC (Companys
    Form 10-Q
    filed November 13, 2008).10
.27

Advisory Agreement dated November 5, 2008 between the
    Company and Emerald Asset Advisors, LLC (Companys
    Form 10-Q
    filed November 13, 2008).*10
.28

Form of Restricted Stock Award Agreement (Executive Version)
    (Companys
    Form 8-K
    filed November 25, 2008). 30




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##### Table of Contents



10
.29

Amendment to Advisory Agreement dated November 21, 2008
    between the Company and Emerald Asset Advisors, LLC
    (Companys
    Form 10-K
    filed March 16, 2009).10
.30

Lease Renewal dated August 21, 2008 between the Company and
    International-Wixom, LLC with respect to the Lease Agreement
    dated October 23, 2000 (Companys
    Form 10-K
    filed March 16, 2009).10
.31

Second Amendment dated November 18, 2008 to the Supply
    Agreement between the Company and DaVita, Inc. dated May 5,
    2004 (with certain portions of the exhibit deleted under a
    request for confidential treatment under
    Rule 24b-2
    of the Securities Exchange Act of 1934) (Companys
    Form 10-K
    filed March 16, 2009).*10
.32

Amendment No. 2 to Rockwell Medical Technologies, Inc. 2007
    Long Term Incentive Plan (Companys
    Form 10-Q
    filed August 10, 2009).10
.33

Placement Agency Agreement with JMP Securities LLC and Wedbush
    Securities Inc. dated September 29, 2009 (including the
    form of Subscription Agreement included as Exhibit A
    thereto) (Companys
    Form 8-K
    filed September 30, 2009).14
.1

Rockwell Medical Technologies, Inc. Code of Ethics
    (Companys Proxy Statement filed April 23, 2004).21
.1

List of Subsidiaries (Companys
    Form SB-2
    (File
    No. 333-31991)).23
.1

Consent of Plante & Moran, PLLC.31
.1

Certification of Chief Executive Officer Pursuant to
    Rule 13a-14(a).31
.2

Certification of Chief Financial Officer Pursuant to
    Rule 13a-14(a).32
.1

Certification of the Chief Executive Officer and Chief Financial
    Officer, Pursuant to 18 U.S.C. Section 1350, as
    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.     *
    
    Current management contracts or compensatory plans or
    arrangements. 31




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##### Table of Contents



SIGNATURES
      By:
    /s/  ROBERT
    L. CHIOINI         Signature

Title

Date/s/  ROBERT
    L. CHIOINIRobert
    L. Chioini

President, Chief Executive Officer and Director (Principal
    Executive Officer)

March 12, 2010/s/  THOMAS
    E. KLEMAThomas
    E. Klema

Vice President of Finance, Chief Financial Officer, Treasurer
    and Secretary (Principal Financial Officer and Principal
    Accounting Officer)

March 12, 2010/s/  KENNETH
    L. HOLTKenneth
    L. Holt

Director

March 12, 2010/s/  RONALD
    D. BOYDRonald
    D. Boyd

Director

March 12, 2010/s/  PATRICK
    J. BAGLEYPatrick
    J. Bagley

Director

March 12, 2010  32




---



##### 



INDEX TO
    FINANCIAL STATEMENTS AND SCHEDULE
   
 PAGEI. Consolidated Financial Statements for Rockwell Medical
    Technologies, Inc. and SubsidiaryReports of Independent Registered Public
    Accounting Firm


F-1 -  F-2Consolidated Balance Sheets at December 31,
    2009 and 2008


F-3Consolidated Income Statement for the years ended
    December 31, 2009, 2008 and 2007


F-4Consolidated Statement of Changes in
    Shareholders Equity for the years ended December 31,
    2009, 2008 and 2007


F-5Consolidated Statements of Cash Flows for the
    years ended December 31, 2009, 2008 and 2007


F-6Notes to the Consolidated Financial Statements


F-7 - F-19II. Schedule II - Valuation and Qualifying
    Accounts


S-1EX-23.1EX-31.1EX-31.2EX-32.1




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM             
    F-1




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                 
    F-2




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##### Table of Contents



ROCKWELL
    MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
  CONSOLIDATED BALANCE SHEETS
  As of
    December 31, 2009 and 2008
  December 31,


December 31,2009


2008ASSETSCash and Cash Equivalents

$
23,038,095


$
5,596,645Accounts Receivable, net of a reserve of $31,000 in 2009 and
    $97,000 in 2008


3,492,622



5,229,656Inventory


3,088,352



3,161,625Other Current Assets


329,876



440,765Total Current Assets


29,948,945



14,428,691Property and Equipment, net


3,631,549



3,249,003Intangible Assets


214,337



240,656Goodwill


920,745



920,745Other Non-current Assets


163,645



120,887Total Assets

$
34,879,221


$
18,959,982LIABILITIES AND SHAREHOLDERS EQUITYCapitalized Lease Obligations

$
42,938


$
176,850Accounts Payable


3,388,757



5,210,972Accrued Liabilities


1,854,347



1,464,828Customer Deposits


250,915



245,186Total Current Liabilities


5,536,957



7,097,836Capitalized Lease Obligations


19,062



41,203Shareholders Equity:Common Shares, no par value, 17,200,442 and
    14,104,690 shares issued and outstanding


53,545,394



34,799,093Common Share Purchase Warrants, 3,318,569 and 2,114,169 warrants
    issued and outstanding


7,635,594



3,378,398Accumulated Deficit


(31,857,786
)


(26,356,548
)Total Shareholders Equity


29,323,202



11,820,943Total Liabilities And Shareholders Equity

$
34,879,221


$
18,959,982    F-3




---



##### Table of Contents



ROCKWELL
    MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
  CONSOLIDATED INCOME STATEMENTS
  For The
    Years Ended December 31, 2009, 2008 and 2007
  2009


2008


2007Sales

$
54,729,505


$
51,666,033


$
43,045,304Cost of Sales


46,842,334



49,159,478



40,156,041Gross Profit


7,887,171



2,506,555



2,889,263Selling, General and Administrative


6,914,198



6,761,617



3,233,883Research and Product Development


6,454,352



3,830,134



3,263,733Operating Income (Loss)


(5,481,379
)


(8,085,196
)


(3,608,353
)Interest (Income) Expense, net


19,859



(221,139
)


110,542Income (Loss) Before Income Taxes


(5,501,238
)


(7,864,057
)


(3,718,895
)Income Tax Expense










Net Income (Loss)

$
(5,501,238
)

$
(7,864,057
)

$
(3,718,895
)Basic And Diluted Earnings (Loss) Per Share

$
(.37
)

$
(.57
)

$
(.32
)    F-4




---



##### Table of Contents



ROCKWELL
    MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
  CONSOLIDATED STATEMENTS OF CHANGES IN
    SHAREHOLDERS EQUITY
  For The
    Years Ended December 31, 2009, 2008 and 2007
  TotalCommon Shares


Purchase Warrants


Accumulated


ShareholdersShares


Amount


Warrants


Amount


Deficit


EquityBalance as of December 31, 2006


11,500,349


$
23,147,709



-0-



-0-


$
(14,773,596
)

$
8,374,113Issuance of Common Shares


2,314,837



10,209,459















10,209,459Issuance of Purchase Warrants










1,204,169



3,038,411







3,038,411Stock Option Based Expense






57,938















57,938Net Loss


















(3,718,895
)


(3,718,895
)Balance as of December 31, 2007


13,815,186


$
33,415,106



1,204,169



3,038,411


$
(18,492,491
)

$
17,961,026Issuance of Common Shares


289,504



268,757















268,757Issuance of Purchase Warrants










910,000



339,987







339,987Stock Option Based Expense






1,097,432















1,097,432Restricted Stock Amortization






17,798















17,798Net Loss


















(7,864,057
)


(7,864,057
)Balance as of December 31, 2008


14,104,690


$
34,799,093



2,114,169



3,378,398


$
(26,356,548
)

$
11,820,943Issuance of Common Shares


3,095,752



16,796,617















16,796,617Issuance of Purchase Warrants










1,204,400



4,257,196







4,257,196Stock Option Based Expense






1,795,246















1,795,246Restricted Stock Amortization






154,438















154,438Net Loss


















(5,501,238
)


(5,501,238
)Balance as of December 31, 2009


17,200,442


$
53,545,394



3,318,569


$
7,635,594


$
(31,857,786
)

$
29,323,202    F-5




---



##### Table of Contents



ROCKWELL
    MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
  CONSOLIDATED STATEMENTS OF CASH FLOWS
  For The
    Years Ended December 31, 2009, 2008 and 2007
  2009


2008


2007Cash Flows From Operating Activities:Net (Loss)

$
(5,501,238
)

$
(7,864,057
)

$
(3,718,895
)Adjustments To Reconcile Net Loss To Net Cash Used In Operating
    Activities:Depreciation and Amortization


1,233,706



911,718



949,739Share Based Compensation  Non-employee warrants


403,203



339,987



85,911Share Based Compensation- Employees


1,949,684



1,115,231



57,938Loss (Gain) on Disposal of Assets


36,415



(7,534
)


17,710Changes in Assets and Liabilities:(Increase) Decrease in Accounts Receivable


1,737,034



(542,427
)


(1,212,827
)(Increase) Decrease in Inventory


73,273



(602,574
)


101,047(Increase) Decrease in Other Assets


68,131



(133,412
)


(39,142
)Increase (Decrease)in Accounts Payable


(1,822,215
)


2,228,073



62,641Increase in Other Liabilities


395,248



286,497



297,267Changes in Assets and Liabilities


451,471



1,236,157



(791,014
)Cash (Used) In Operating Activities


(1,426,759
)


(4,268,498
)


(3,398,611
)Cash Flows From Investing Activities:Purchase of Equipment


(1,595,999
)


(1,268,498
)


(924,608
)Proceeds on Sale of Assets






9,555



Purchase of Intangible Assets


(4,949
)


(903
)


(8,189
)Cash (Used ) In Investing Activities


(1,600,948
)


(1,259,846
)


(932,797
)Cash Flows From Financing Activities:Proceeds From Borrowings on Line of Credit










1,800,000Payments on Line of Credit










(1,800,000
)Proceeds from Issuance of Common Shares and Purchase Warrants


20,650,610



232,140



13,161,959Payments on Notes Payable and Capital Lease Obligations


(181,453
)


(204,243
)


(396,332
)Cash Provided By Financing Activities


20,469,157



27,897



12,765,627Increase (Decrease) In Cash


17,441,450



(5,500,447
)


8,434,219Cash At Beginning Of Period


5,596,645



11,097,092



2,662,873Cash At End Of Period

$
23,038,095


$
5,596,645


$
11,097,092Supplemental Cash Flow disclosure   2009

2008

2007Interest Paid

$
25,179


$
52,361


$
159,444Non-Cash Investing and Financing Activity  Equipment
    Acquired Under Capital Lease Obligations

$
25,400


$
23,220


$
99,812    F-6




---



##### Table of Contents



ROCKWELL
    MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS
  1.
    Description
    of Business        2.
    Summary
    of Significant Accounting Policies  Basis
    of Presentation
      Revenue
    Recognition
      Shipping
    and Handling Revenue and Costs
      Cash
    and Cash Equivalents
    Accounts
    Receivable
   F-7




---



##### Table of Contents



ROCKWELL
    MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Inventory
  first-in
  Property
    and Equipment
    Licensing
    Fees
    Goodwill,
    Intangible Assets and Long Lived Assets
        Income
    Taxes
  740-10, Income Taxes.
 F-8




---



##### Table of Contents



ROCKWELL
    MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Research
    and Product Development
      Share
    Based Compensation
  718-10, Compensation  Stock Compensation.
  718-10
  Employee
    Retirement Plans
    Net
    Earnings per Share
    2009


2008


2007Basic Weighted Average Shares Outstanding


14,709,016



13,836,435



11,771,381Effect of Dilutive Securities


-0-



-0-



-0-Diluted Weighted Average Shares Outstanding


14,709,016



13,836,435



11,771,381        F-9




---



##### Table of Contents



ROCKWELL
    MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Disclosures
    About Fair Value of Financial Instruments
    Fair
    Market Value Measurements
  820-10, Fair Value Measurements and Disclosures 820-10
  Level 1:
    Quoted prices (unadjusted) in active markets that are accessible
    at the measurement date for assets or liabilities. The fair
    value hierarchy gives the highest priority to Level 1 inputs.Level 2:
    Observable prices that are based on inputs not quoted in active
    markets, but corroborated by market data.Level 3:
    Unobservable inputs are used when little or no market data is
    available. The fair value hierarchy gives the lowest priority to
    Level 3 inputs.    820-10
  820-10
  Estimates
    in Preparation of Financial Statements
    Reclassifications
   F-10




---



##### Table of Contents



ROCKWELL
    MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   3.
    Significant
    Market Segments      4.
    Inventory    2009


2008Raw Materials

$
1,051,781


$
1,316,875Work in Process


196,603



291,937Finished Goods


1,839,968



1,552,813Total

$
3,088,352


$
3,161,625   5.
    Property
    and Equipment    2009


2008Leasehold Improvements

$
380,497


$
279,382Machinery and Equipment


5,283,703



4,605,251Information Technology & Office Equipment


1,750,485



1,433,830Laboratory Equipment


522,270



365,515Transportation Equipment


425,020



407,8028,361,975



7,091,780Accumulated Depreciation


(4,730,426
)


(3,842,777
)Net Property and Equipment

$
3,631,549


$
3,249,003     2009

2008Assets under Capital Lease Obligations

$
658,028


$
665,454Net Book Value of Assets under Capital Lease Obligations


318,350



373,013    F-11




---



##### Table of Contents



ROCKWELL
    MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   6.
    Goodwill
    and Intangible Assets              7.
    Capital
    Lease Obligations      Year Ending December 31, 2010

$
45,806Year Ending December 31, 2011


16,447Year Ending December 31, 2012


3,536Total minimum payments on capital lease obligations


65,789Interest


(3,789
)Present value of minimum lease payments


62,000Current portion of capital lease obligations


(42,938
)Long-term capital lease obligations

$
19,062   8.
    Operating
    Leases   F-12




---



##### Table of Contents



ROCKWELL
    MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Year ending December 31, 2010

$
1,655,687Year ending December 31, 2011


893,133Year ending December 31, 2012


755,008Year ending December 31, 2013


193,410Year ending December 31, 2014


13,602Total

$
3,510,840   9.
    Income
    Taxes    2009


2008


2007Tax Expense Computed at 34% of Pretax Income

$
(1,870,000
)

$
(2,674,000
)

$
(1,264,000
)Effect of Permanent Differences Principally Related to
    Non-deductible expenses










Effect of Change in Valuation Allowance


(1,870,000
)


(2,674,000
)


(1,264,000
)Total Income Tax Benefit

$
-0-


$
-0-


$
-0-     December 31,2009


2008Deferred tax assets:Net Operating Loss Carryforward

$
10,181,000


$
8,542,000Stock Based Compensation


610,000



379,000Accrued Expenses


66,000



27,000Inventories


74,000



110,000Accounts Receivable


11,000



33,000Subtotal


10,942,000



9,091,000Deferred Tax Liabilities :Tax over Book Depreciation


217,000



219,000Goodwill & Intangible Assets


224,000



188,000Prepaid Expenses


20,000



26,000Subtotal


461,000



433,000Subtotal


10,481,000



8,658,000Valuation Allowance


(10,481,000
)


(8,658,000
)Net Deferred Tax Asset

$
-0-


$
-0-  F-13




---



##### Table of Contents



ROCKWELL
    MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      740-10, Income Taxes
  10.
    Capital
    Stock           F-14




---



##### Table of Contents



ROCKWELL
    MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Common
    Shares
    Warrants
           F-15




---



##### Table of Contents



ROCKWELL
    MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Exercise Price

Expiration Date

2009


2008


2007$9.55

10/5/2014


1,079,200







$7.18

11/28/2012


1,079,169



1,079,169



1,079,169$1.99

11/5/2011


300,000



300,000



$4.54

11/5/2011


200,000



200,000



$7.00

11/5/2011


200,000



200,000



$9.00

5/28/2012


100,000



100,000



$7.00

10/3/2011


90,000



90,000



45,000$9.55

10/5/2012


85,200







$10.00

11/28/2012


80,000



80,000



80,000$7.50

10/3/2011


45,000



45,000



$6.50

9/30/2012


60,000



20,000



Total




3,318,569



2,114,169



1,204,169   11.
    Long Term
    Incentive Plan & Stock Options  Long
    Term Incentive Plan & Stock Options
           F-16




---



##### Table of Contents



ROCKWELL
    MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      WeightedAverage


AggregateExercise


IntrinsicShares


Price


ValueOutstanding at December 31, 2006


3,219,235



2.68


$
14,313,218Granted


785,000



6.43Exercised


(156,500
)


3.03


$
342,853Forfeited


(40,700
)


5.26Outstanding at December 31, 2007


3,807,035



3.42


$
14,034,941Granted


495,000



3.75Exercised


(139,504
)


1.66


$
308,740Forfeited


(99,500
)


6.16Outstanding at December 31, 2008


4,063,031



3.44


$
4,557,158Granted


805,000



6.22Exercised


(333,198
)


2.14


$
1,037,689Forfeited


(93,333
)


5.13Outstanding at December 31, 2009


4,441,500



3.95


$
16,604,310   Options ExercisableOptions Outstanding





WeightedRemaining


Weighted


Number


AverageRange of

Number of


Contractual


Exercise


of


ExerciseExercise Prices

Options


Life


Price


Options


Price$ .55 to $1.50


508,000



1.0-3.0 yrs.


$
0.64



508,000


$
0.64$1.81to $2.79


1,011,500



1.0-5.5 yrs.


$
2.30



1,011,500


$
2.30$2.98 to $4.55


1,512,000



3.8-9.2 yrs.


$
3.91



1,168,667


$
4.15$4.93 to $8.35


1,410,000



7.8-9.7 yrs.


$
6.38



448,333


$
6.46Total


4,441,500



6.2 yrs.


$
3.95



3,136,500


$
3.32Intrinsic Value

$
16,604,310










$
13,717,093   F-17




---



##### Table of Contents



ROCKWELL
    MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  WeightedAverageNumber of


Fair MarketUnvested


Value atOptions


Grant DateAs of December 31, 2006


Granted


785,000


$
4.37Forfeited


(30,000
)Vested


As of December 31, 2007


755,000Granted


495,000


$
2.33Forfeited


(85,000
)Vested


(223,333
)As of December 31, 2008


941,667Granted


805,000


$
6.22Forfeited


(93,333
)Vested


(348,334
)As of December 31, 2009


1,305,000   65-66% 67-73%
  718-10 Share-Based Payment,
     F-18




---



##### Table of Contents



ROCKWELL
    MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      12.
    Quarterly
    Results of Operations    First Quarter


Second Quarter


Third Quarter


Fourth Quarter2009Sales

$
12,796,772


$
13,013,012


$
14,158,234


$
14,761,487Cost of Sales


11,603,825



11,153,086



11,751,499



12,333,924Gross Profit


1,192,947



1,859,926



2,406,735



2,427,563Selling, General and Administrative


1,560,815



1,570,688



1,946,570



1,836,125Research and Product Development


1,338,310



1,996,571



1,977,618



1,141,853Operating Income (Loss)


(1,706,178
)


(1,707,333
)


(1,517,453
)


(550,415
)Interest (Income) Expense, net


9,265



7,238



3,990



(634
)Income (Loss) Before Income Taxes


(1,715,443
)


(1,714,571
)


(1,521,443
)


(549,781
)Income Tax Expense














Net Income (Loss)

$
(1,715,443
)

$
(1,714,571
)

$
(1,521,443
)

$
(549,781
)Basic And Diluted Earnings (Loss) Per Share

$
(.12
)

$
(.12
)

$
(.11
)

$
(.03
)   First Quarter


Second Quarter


Third Quarter


Fourth Quarter2008Sales

$
12,412,037


$
12,182,336


$
13,533,986


$
13,537,674Cost of Sales*


11,694,736



11,210,558



12,893,377



13,360,807Gross Profit*


717,301



971,778



640,609



176,867Selling, General and Administrative


1,289,752



1,319,735



2,176,188



1,975,942Research and Product Development


782,713



781,743



993,262



1,272,416Operating Income (Loss)


(1,355,164
)


(1,129,700
)


(2,528,841
)


(3,071,491
)Interest (Income) Expense, net


(144,991
)


(19,696
)


(17,795
)


(38,657
)Income (Loss) Before Income Taxes


(1,210,173
)


(1,110,004
)


(2,511,046
)


(3,032,834
)Income Tax Expense














Net Income (Loss)

$
(1,210,173
)

$
(1,110,004
)

$
(2,511,046
)

$
(3,032,834
)Basic And Diluted Earnings (Loss) Per Share

$
(.09
)

$
(.08
)

$
(.18
)

$
(.22
)     *
    
    The Company has reclassified certain expenses from Selling,
    General and Administrative Expense to Cost of Sales in the 2008
    consolidated income statement to conform with the current year
    presentation. The amounts reclassified by quarter were $140,000,
    $120,000, $138,000 and $112,000 in the first through fourth
    quarter, respectively. F-19




---



##### Table of Contents



SCHEDULE II 
    VALUATION AND QUALIFYING ACCOUNTS
  Balance at





BalanceBeginning





at Endof Period

Additions

(Deductions)

of PeriodAllowance for Doubtful Accounts:Year ended December 31, 2009

$
96,751


$
9,840


$
(75,120
)

$
31,472Year ended December 31, 2008

$
69,073


$
28,213


$
(535
)

$
96,751Year ended December 31, 2007

$
72,502


$
36,664


$
(40,093
)

$
69,073Inventory Reserve:Year ended December 31, 2009

$
98,345


$
27,169


$
(93,059
)

$
32,455Year ended December 31, 2008

$
132,209


$
93,497


$
(127,361
)

$
98,345Year ended December 31, 2007

$
78,698


$
74,126


$
(20,615
)

$
132,209Deferred Tax Asset Valuation Allowance:Year ended December 31, 2009

$
8,658,000


$
1,823,000






$
10,481,000Year ended December 31, 2008

$
5,713,000


$
2,945,000






$
8,658,000Year ended December 31, 2007

$
4,071,000


$
1,642,000






$
5,713,000    S-1