UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549Form 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, 2010ORo

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:
   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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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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##### 



Dialysis
    Industry Trends
      Our
    Products
    Renal
    Pure®

    &
    CitraPure®

    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
    SFP
    Iron Therapy
         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
  ® ® ® ® ® ® ® pre-ESRD
  ® ® ® ® ®
  ® ® ®
  ® IN-FeD ®
     6




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##### 



Quality
    Assurance and Control
        Government
    Regulation
        Medical
    Device Approval and Regulation
   7




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##### 



pre-amendment
            and/or
 8




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##### 



Drug
    Approval and Regulation
           9




---



##### 



Other
    government regulations
        Product
    License Agreements
     10




---



##### 



Trademarks
    and Patents
        Suppliers
    Customers
      Employees
    Research &
    Development
   11




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##### 



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.
  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 a
    few customers that account for a substantial portion of our
    sales. The loss of any of these customers 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.
   12




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##### 



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.
            We depend
    on government funding of healthcare.
   13




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##### 



Health
    care reform could adversely affect our business.
      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.
      We may
    not have sufficient products liability insurance.
   15




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##### 



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.    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, 2009

$
4.85


$
2.56June 30, 2009

$
8.79


$
3.82September 30, 2009

$
9.39


$
7.20December 31, 2009

$
8.14


$
6.00March 31, 2010

$
8.47


$
5.56June 30, 2010

$
6.07


$
4.16September 30, 2010

$
7.65


$
4.75December 31, 2010

$
8.74


$
6.63    17




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##### 



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 12/31/05 in stock or index, including reinvestment
    of dividends.
    Fiscal year ending December 31.
  12/31/2005


12/31/2006


12/31/2007


12/31/2008


12/31/2009


12/31/2010Rockwell Medical



100.00




159.51




160.63




93.74




172.04




176.73Russell 2000



100.00




118.37




116.51




77.15




98.11




124.46NASDAQ Biotechnology



100.00




99.71




103.09




96.34




106.49




114.80   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 31,2010

2009

2008

2007

2006Net sales

$
59,554,592


$
54,729,505


$
51,666,033


$
43,045,304


$
28,638,859Cost of sales(2)


49,693,753



46,842,334



49,159,478



40,156,041



25,837,294Gross profit(2)


9,860,839



7,887,171



2,506,555



2,889,263



2,801,565Income from continuing operations before interest expense and
    income taxes


(2,868,916
)


(5,481,379
)


(8,085,196
)


(3,608,353
)


(4,637,830
)Interest and other income, net


185,517



(19,859
)


221,139



(110,542
)


62,851Income from continuing operations before income taxes


(2,683,399
)


(5,501,238
)


(7,864,057
)


(3,718,895
)


(4,574,979
)Income taxes


















Net income


(2,683,399
)


(5,501,238
)


(7,864,057
)


(3,718,895
)


(4,574,979
)Earnings per common share:Basic

$
(0.16
)

$
(0.37
)

$
(0.57
)

$
(0.32
)

$
(0.41
)Diluted

$
(0.16
)

$
(0.37
)

$
(0.57
)

$
(0.32
)

$
(0.41
)Weighted average number of common shares and common share
    equivalentsBasic


17,111,535



14,709,016



13,836,435



11,771,381



11,189,001Diluted


17,111,535



14,709,016



13,836,435



11,771,381



11,189,001   As of December 31,2010

2009

2008

2007

2006Total assets

$
36,966.907


$
34,879,221


$
18,959,982


$
22,803,134


$
13,152,833Current assets


32,666,368



29,948,945



14,428,691



18,645,945



9,058,846Current liabilities


6,420,220



5,536,957



7,097,836



4,637,271



4,452,675Working capital


26,246,148



24,411,988



7,330,855



14,008,674



4,606,171Long-term debt and capitalized lease obligations


8,750



19,062



41,203



204,837



326,045Stockholders equity(1)


30,537,937



29,323,202



11,820,943



17,961,026



8,374,113Book value per outstanding common share

$
1.74


$
1.70


$
0.84


$
1.30


$
0.37Common shares outstanding


17,513,608



17,200,442



14,104,690



13,815,186



11,500,349     (1)
    
    There were no cash dividends paid during the periods presented.
    Stockholders equity reflects the proceeds of a private
    placement in 2007 and a public offering in 2009.(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 current
    year presentation that was adopted in 2009. The impact of the
    change was not material. 2006 was 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, 2010 compared to the year ended
    December 31, 2009
  Sales
    Gross
    Profit
    Selling,
    General and Administrative Expenses
    Research
    and Development
    Interest
    Income and Expense, Net
    Income
    Tax Expense
   22




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##### 



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
    Critical
    Accounting Estimates and Judgments
   23




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##### 



Revenue
    recognition
    Allowance
    for doubtful accounts
    Impairments
    of long-lived assets
      Accounting
    for income taxes
   24




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##### 



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

$
29,623


$
20,062


$
9,561







Operating leases

$
4,149,849


$
1,734,707


$
2,243,913


$
171,229



Purchase obligations


















Total

$
4,179,472


$
1,754,769


$
2,253,474


$
171,229



   Off-Balance
    Sheet Arrangements
   25




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##### 



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
     26




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##### 



Managements
    Report on Internal Control Over Financial Reporting
          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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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


5,289,334


$
4.52



310,333Equity compensation plans not approved by security holders


1,180,200


$
5.77Total


6,469,534


$
4.75



310,333   and/or
         28




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##### 



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.   29




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##### 



(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)).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)).4
.10

Warrant issued to RJ Aubrey IR Services LLC as of March 8, 2010.
    (Companys Form 10-Q filed May 7, 2010).4
.11

Warrant issued to Capitol Securities Management, Inc. as of
    September 1, 2010 (Companys Form 8-K filed September 2,
    2010).4
.12

Form of Amended and Restated Warrant issued to Messrs. Rick,
    Pizzirusso, Ries, Meyers, Pace and Bailey as of September 1,
    2010 (Companys Form 8-K filed September 2, 2010).4
.13

Warrant issued to DaVita Inc. as of February 16, 2011
    (Companys Form 8-K filed February 23, 2011).*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
.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). 30




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##### 



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).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).10
.34

Advisory Agreement dated March 8, 2010 between the Company and
    RJ Aubrey IR Services LLC (Companys Form 10-Q filed May 7,
    2010).10
.35

Third Amendment to Industrial Lease Agreement between Rockwell
    Medical Technologies, Inc. and DCT DFW, LP dated July 7, 2010
    (Companys Form 8-K filed on July 13, 2010).10
.36

Amendment No. 3 to Rockwell Medical Technologies, Inc. 2007 Long
    Term Incentive Plan (Companys Proxy Statement filed April
    15, 2010).10
.37

Lease Renewal Agreement dated August 27, 2010, by and between
    Rockwell Medical Technologies, Inc. and International-Wixom, LLC
    (Companys Form 8-K filed September 2, 2010).10
.38

Advisory Agreement dated September 1, 2010 between the Company
    and Capitol Securities Management, Inc. (Companys Form 8-K
    filed September 2, 2010). 31




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##### 



10
.39

Products Purchase Agreement dated February 16, 2011, by and
    between Rockwell Medical Technologies, Inc. and DaVita Inc (with
    certain portions deleted pursuant to a request for confidential
    treatment under Rule 24b-2 of the Securities Exchange Act of
    1934).10
.40

Agreement to Extend the Lease Agreement, Options to Purchase and
    Option to Lease dated February 17, 2011, by and between Rockwell
    Medical Technologies, Inc. and EZE Management Properties Limited
    Partnership (Companys Form 8-K filed February 24, 2011).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. 32




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##### 



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 7, 2011/s/  THOMAS
    E. KLEMAThomas
    E. Klema

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

March 7, 2011/s/  KENNETH
    L. HOLTKenneth
    L. Holt

Director

March 7, 2011/s/  RONALD
    D. BOYDRonald
    D. Boyd

Director

March 7, 2011/s/  PATRICK
    J. BAGLEYPatrick
    J. Bagley

Director

March 7, 2011  33




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##### 



INDEX TO
    FINANCIAL STATEMENTS
  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, 2010 and 2009


F-3Consolidated Income Statement for the years ended December 31,
    2010, 2009 and 2008


F-4Consolidated Statement of Changes in Shareholders Equity
    for the years ended December 31, 2010, 2009 and 2008


F-5Consolidated Statements of Cash Flows for the years ended
    December 31, 2010, 2009 and 2008


F-6Notes to the Consolidated Financial Statements


F-7 - F-20II. Schedule II - Valuation and Qualifying
    Accounts


S-1




---



##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             
    F-1




---



##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                 
    F-2




---



##### 



ROCKWELL
    MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
 CONSOLIDATED
    BALANCE SHEETS
    As of December 31, 2010 and 2009
  December 31,


December 31,2010


2009ASSETSCash and Cash Equivalents

$
12,263,449


$
23,038,095Investments Available for Sale


11,938,098



Accounts Receivable, net of a reserve of $23,000 in 2010 and
    $31,000 in 2009


4,507,296



3,492,622Inventory


2,936,878



3,088,352Other Current Assets


1,020,647



329,876Total Current Assets


32,666,368



29,948,945Property and Equipment, net


3,049,513



3,631,549Intangible Assets


166,657



214,337Goodwill


920,745



920,745Other Non-current Assets


163,624



163,645Total Assets

$
36,966,907


$
34,879,221LIABILITIES AND SHAREHOLDERS EQUITYCapitalized Lease Obligations

$
18,215


$
42,938Accounts Payable


3,659,507



3,388,757Accrued Liabilities


2,577,022



1,854,347Customer Deposits


165,476



250,915Total Current Liabilities


6,420,220



5,536,957Capitalized Lease Obligations


8,750



19,062Shareholders Equity:Common Shares, no par value, 17,513,608 and
    17,200,442 shares issued and outstanding


57,017,236



53,545,394Common Share Purchase Warrants, 3,338,569 and 3,318,569 warrants
    issued and outstanding


8,275,509



7,635,594Accumulated Deficit


(34,541,185
)


(31,857,786
)Accumulated Other Comprehensive Loss


(213,623
)


Total Shareholders Equity


30,537,937



29,323,202Total Liabilities And Shareholders Equity

$
36,966,907


$
34,879,221    F-3




---



##### 



ROCKWELL
    MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
 CONSOLIDATED
    INCOME STATEMENTS
    For The Years Ended December 31, 2010, 2009 and
    2008
  2010


2009


2008Sales

$
59,554,592


$
54,729,505


$
51,666,033Cost of Sales


49,693,753



46,842,334



49,159,478Gross Profit


9,860,839



7,887,171



2,506,555Selling, General and Administrative


9,307,621



6,914,198



6,761,617Research and Product Development


3,422,134



6,454,352



3,830,134Operating Income (Loss)


(2,868,916
)


(5,481,379
)


(8,085,196
)Interest and Dividend Income


195,218



5,320



273,500Interest Expense


9,701



25,179



52,361Income (Loss) Before Income Taxes


(2,683,399
)


(5,501,238
)


(7,864,057
)Income Tax Expense










Net Income (Loss)

$
(2,683,399
)

$
(5,501,238
)

$
(7,864,057
)Basic And Diluted Earnings (Loss) Per Share

$
(.16
)

$
(.37
)

$
(.57
)    F-4




---



##### 



ROCKWELL
    MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
 CONSOLIDATED
    STATEMENTS OF CHANGES IN SHAREHOLDERS
    EQUITY &
    COMPREHENSIVE INCOME (LOSS)
    For The Years Ended December 31, 2010, 2009 and
    2008
  AccumulatedOther


TotalCommon Shares


Purchase Warrants


Accumulated


Comprehensive


ShareholdersShares


Amount


Warrants


Amount


Deficit


Income (Loss)


EquityBalance 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
)

$



$
29,323,202Net Loss


















(2,683,399
)






(2,683,399
)Unrealized Losses on
    Available-for-Sale
    Investments






















(213,623
)


(213,623
)Comprehensive Loss


























(2,897,022
)Issuance of Common Shares


313,166



90,448



















90,448Issuance of Purchase Warrants










20,000



639,915











639,915Stock Option Based Expense






3,048,750



















3,048,750Restricted Stock Amortization






332,644



















332,644Balance as of December 31, 2010


17,513,608


$
57,017,236



3,338,569


$
8,275,509


$
(34,541,185
)

$
(213,623
)

$
30,537,937    F-5




---



##### 



ROCKWELL
    MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  For The
    Years Ended December 31, 2010, 2009 and 2008
  2010


2009


2008Cash Flows From Operating Activities:Net (Loss)

$
(2,683,399
)

$
(5,501,238
)

$
(7,864,057
)Adjustments To Reconcile Net Loss To Net Cash Used InOperating Activities:Depreciation and Amortization


1,389,152



1,233,706



911,718Share Based Compensation  Non-employee warrants


639,915



403,203



339,987Share Based Compensation- Employees


3,381,394



1,949,684



1,115,231Loss (Gain) on Disposal of Assets


19,816



36,415



(7,534
)Changes in Assets and Liabilities:(Increase) Decrease in Accounts Receivable


(1,014,674
)


1,737,034



(542,427
)(Increase) Decrease in Inventory


151,474



73,273



(602,574
)(Increase) Decrease in Other Assets


(690,750
)


68,131



(133,412
)Increase (Decrease)in Accounts Payable


270,750



(1,822,215
)


2,228,073Increase in Other Liabilities


637,236



395,248



286,497Changes in Assets and Liabilities


(645,964
)


451,471



1,236,157Cash Provided By (Used) In Operating Activities


2,100,914



(1,426,759
)


(4,268,498
)Cash Flows From Investing Activities:Purchase of Investments Available for Sale


(12,151,721
)






Purchase of Equipment


(772,364
)


(1,595,999
)


(1,268,498
)Proceeds on Sale of Assets


1,800







9,555Purchase of Intangible Assets






(4,949
)


(903
)Cash (Used) In Investing Activities


(12,922,285
)


(1,600,948
)


(1,259,846
)Cash Flows From Financing Activities:Proceeds from Issuance of Common Shares and Purchase Warrants


90,448



20,650,610



232,140Payments on Notes Payable and Capital Lease Obligations


(43,723
)


(181,453
)


(204,243
)Cash Provided By Financing Activities


46,725



20,469,157



27,897Increase (Decrease) In Cash


(10,774,646
)


17,441,450



(5,500,447
)Cash At Beginning Of Period


23,038,095



5,596,645



11,097,092Cash At End Of Period

$
12,263,449


$
23,038,095


$
5,596,645     2010

2009

2008Interest Paid

$
9,701


$
25,179


$
52,361Non-Cash Investing and Financing Activity  Equipment
    Acquired Under Capital Lease Obligations

$
8,688


$
25,400


$
23,220    F-6




---



##### 



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
    Investments
    Available for Sale
  other-than-temporary
 F-7




---



##### 



ROCKWELL
    MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  available-for-sale
  Accounts
    Receivable
    Inventory
  first-in
  Property
    and Equipment
    Licensing
    Fees
    Goodwill,
    Intangible Assets and Long Lived Assets
       F-8




---



##### 



ROCKWELL
    MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Income
    Taxes
  ASC 740-10, Income Taxes.
    Research
    and Product Development
      Share
    Based Compensation
  ASC 718-10, Compensation  Stock Compensation.
  ASC 718-10
  Employee
    Retirement Plans
    Net
    Earnings per Share
   F-9




---



##### 



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


2009


2008Basic Weighted Average Shares Outstanding


17,111,535



14,709,016



13,836,435Effect of Dilutive Securities


-0-



-0-



-0-Diluted Weighted Average Shares Outstanding


17,111,535



14,709,016



13,836,435           Disclosures
    About Fair Value of Financial Instruments
    Fair
    Market Value Measurements
    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.  available-for-sale
   F-10




---



##### 



ROCKWELL
    MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Other
    Comprehensive Income (Loss)
    Estimates
    in Preparation of Financial Statements
    3.
    Investments
    in Available for Sale Securities  other-than-temporarily available-for-sale.
  4.
    Significant
    Market Segments     F-11




---



##### 



ROCKWELL
    MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Inventory    2010


2009Raw Materials

$
1,082,807


$
1,051,781Work in Process


148,712



196,603Finished Goods


1,705,359



1,839,968Total

$
2,936,878


$
3,088,352   6.
    Property
    and Equipment    2010


2009Leasehold Improvements

$
401,006


$
380,497Machinery and Equipment


5,686,102



5,283,703Information Technology & Office Equipment


1,871,022



1,750,485Laboratory Equipment


538,052



522,270Transportation Equipment


421,159



425,0208,917,341



8,361,975Accumulated Depreciation


(5,867,828
)


(4,730,426
)Net Property and Equipment

$
3,049,513


$
3,631,549     2010

2009Assets under Capital Lease Obligations

$
84,832


$
658,028Net Book Value of Assets under Capital Lease Obligations


45,332



318,350     7.
    Goodwill
    and Intangible Assets           F-12




---



##### 



ROCKWELL
    MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    8.
    Capital
    Lease Obligations      Year Ending December 31, 2011

$
20,062Year Ending December 31, 2012


7,150Year Ending December 31, 2013


2,410Total minimum payments on capital lease obligations


29,622Interest


( 2,657
)Present value of minimum lease payments


26,965Current portion of capital lease obligations


(18,215
)Long-term capital lease obligations

$
8,750   9.
    Operating
    Leases        Year ending December 31, 2011

$
1,734,707Year ending December 31, 2012


1,498,849Year ending December 31, 2013


532,138Year ending December 31, 2014


212,927Year ending December 31, 2015


171,228Total

$
4,149,849  F-13




---



##### 



ROCKWELL
    MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  10.
    Income
    Taxes    2010


2009


2008Tax Expense Computed at 34% of Pretax Income

$
(912,000
)

$
(1,870,000
)

$
(2,674,000
)Effect of Permanent Differences Principally Related to
    Non-taxable government grants


(83,000
)






Effect of Change in Valuation Allowance


(995,000
)


(1,870,000
)


(2,674,000
)Total Income Tax Benefit

$
-0-


$
-0-


$
-0-     December 31,2010


2009Deferred tax assets:Net Operating Loss Carryforward

$
10,130,000


$
10,181,000Stock Based Compensation


2,208,000



1,059,000Accrued Expenses


73,000



66,000Inventories


82,000



74,000Accounts Receivable


8,000



11,000Subtotal


12,501,000



11,391,000Deferred Tax Liabilities:Tax over Book Depreciation


230,000



217,000Goodwill & Intangible Assets


261,000



224,000Prepaid Expenses


47,000



20,000Subtotal


538,000



461,000Subtotal


11,963,000



10,930,000Valuation Allowance


(11,963,000
)


(10,930,000
)Net Deferred Tax Asset

$
-0-


$
-0-      F-14




---



##### 



ROCKWELL
    MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  ASC 740-10, Income Taxes
  11.
    Capital
    Stock            Common
    Shares
    Warrants
   F-15




---



##### 



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

Expiration Date

2010


2009


2008$9.55

10/5/2014


1,079,200



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



300,000$4.54

11/5/2011


200,000



200,000



200,000$7.00

11/5/2011


200,000



200,000



200,000$9.00

5/28/2012






100,000



100,000$8.00

5/28/2013


105,000







$7.00

10/3/2011


90,000



90,000



90,000$9.55

10/5/2012


85,200



85,200



$10.00

11/28/2012


80,000



80,000



80,000$7.50

10/3/2011


45,000



45,000



45,000$6.14

3/8/2013


15,000







$6.50

9/30/2012


60,000



60,000



20,000Total




3,338,569



3,318,569



2,114,169   12.
    Long Term
    Incentive Plan & Stock Options  Long
    Term Incentive Plan & Stock Options
   F-16




---



##### 



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


AggregateExercise


IntrinsicShares


Price


ValueOutstanding 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


$
16,604,310Granted


938,000



6.70Exercised


(78,166
)


1.16


$
369,887Forfeited


(12,000
)


6.80Outstanding at December 31, 2010


5,289,334



4.52


$
17,879,160   F-17




---



##### 



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





WeightedRemaining


Weighted


Number


AverageRange of

Number of


Contractual


Exercise


of


ExerciseExercise Prices

Options


Life


Price


Options


Price$.55 to $1.50


457,500



.9-2.0 yrs.


$
0.63



457,500


$
0.63$1.81 to $2.79


986,500



2.6-4.5 yrs.


$
2.31



986,500


$
2.31$2.98 to $4.55


1,507,334



2.8-8.2 yrs.


$
3.91



1,319,556


$
4.03$4.93 to $8.35


2,338,000



6.8-9.8 yrs.


$
6.61



916,667


$
6.50Total


5,289,334



6.0 yrs.


$
4.52



3,680,223


$
3.76Intrinsic Value

$
17,879,160










$
15,227,883   WeightedAverageNumber of


Fair MarketUnvested


Value atOptions


Grant DateAs 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


1,305,000Granted


938,000


$
4.07Forfeited


(12,000
)Vested


(621,889
)As of December 31, 2010


1,609,111   65-67% 65-66% 67-73%
  ASC 718-10
 F-18




---



##### 



ROCKWELL
    MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Share-Based Payment,
      13.
    Quarterly
    Results of Operations    First Quarter


Second Quarter


Third Quarter


Fourth Quarter2010Sales

$
14,979,952


$
15,506,712


$
14,745,414


$
14,322,514Cost of Sales


12,666,423



12,735,047



12,345,221



11,947,062Gross Profit


2,313,529



2,771,665



2,400,193



2,375,452Selling, General and Administrative


2,194,903



2,221,336



2,431,367



2,460,015Research and Product Development


517,415



441,273



727,978



1,735,468Operating Income (Loss)


(398,789
)


109,056



(759,152
)


(1,820,031
)Interest and Dividend Income


9,458



10,926



17,257



157,577Interest Expense


4,349



3,065



1,462



825Income (Loss) Before Income Taxes


(393,680
)


116,917



(743,357
)


(1,663,279
)Income Tax Expense














Net Income (Loss)

$
(393,680
)

$
116,917


$
(743,357
)

$
(1,663,279
)Basic And Diluted Earnings (Loss) Per Share

$
(.02
)

$
.01


$
(.04
)

$
(.10
)   F-19




---



##### 



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














5,320Interest Expense


9,265



7,238



3,990



4,686Income (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
)  F-20




---



##### 



SCHEDULE II 
    VALUATION AND QUALIFYING ACCOUNTS
  Balance at





BalanceBeginning





at Endof Period

Additions

(Deductions)

of PeriodAllowance for Doubtful Accounts:Year ended December 31, 2010

$
31,472


$
2,927


$
(11,168
)

$
23,231Year ended December 31, 2009

$
96,751


$
9,840


$
(75,120
)

$
31,472Year ended December 31, 2008

$
69,073


$
28,213


$
(535
)

$
96,751Inventory Reserve:Year ended December 31, 2010

$
32,455


$
56,748


$
(29,570
)

$
59,633Year ended December 31, 2009

$
98,345


$
27,169


$
(93,059
)

$
32,455Year ended December 31, 2008

$
132,209


$
93,497


$
(127,361
)

$
98,345Deferred Tax Asset Valuation Allowance:Year ended December 31, 2010

$
10,930,000


$
1,033,000


$



$
11,963,000Year ended December 31, 2009

$
8,658,000


$
2,272,000


$



$
10,930,000Year ended December 31, 2008

$
5,713,000


$
2,945,000


$



$
8,658,000    S-1