8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 27, 2010

ROCKWELL MEDICAL TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Michigan	000-23661	38-3317208
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

30142 Wixom Road,Wixom, Michigan	48393
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (248) 960-9009

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

(a) Lease Renewal Agreement

On August 27, 2010, Rockwell Medical Technologies, Inc. (the “Company”) entered into a Lease Renewal Agreement (the “Lease Renewal”) with International Wixom, LLC (the “Landlord”), which renews the Lease Agreement dated October 23, 2000 (the “Lease”) for the Company’s Wixom, Michigan facility.

The Lease Renewal extends the term of the Lease through August 31, 2012, and lowers the monthly rent to $18,012.21. During the term of the Lease, in addition to this monthly rent, the Company will also be required to pay certain expenses related to the leased premises. With respect to these expenses, the Company will be required to pay an additional escrow amount of $9,900 per month through December 31, 2010; and after such period, such escrow amount could be changed based upon actual expenses.

The foregoing does not purport to be a complete description of the Lease Renewal and is qualified in its entirety by reference to the full text of the Lease Renewal, a copy of which is attached hereto as Exhibit 10.37 and is incorporated herein by reference.

(b) Advisory Agreement

On September 1, 2010, the Company entered into an advisory agreement with Capitol Securities Management, Inc. pursuant to which it issued warrants to acquire 5,000 shares of the Company’s common stock in a private placement exempt from registration under Section 4(2) of the Securities Act. The warrants were issued as compensation for the investor relations consulting services to be rendered under the agreement, including exposing the Company to the equity investment community for a period expiring September 1, 2011. Capitol is a financially sophisticated accredited investor who had access to information relating to the investment, the warrants were sold in a manner not involving general solicitation or advertising and the warrants and underlying shares are subject to customary restrictions on transfer. The warrants were immediately earned and will become exercisable on September 1, 2011. The warrants will expire on the earlier of (i) May 28, 2013, or (ii) the termination of the agreement prior to September 1, 2011 (A) by us due to a material breach of the agreement by Capitol or (B) by Capitol. The warrants have an exercise price of $8.00 per share. Warrants may be exercised in whole or in part at any time until their expiration by the submission of an exercise notice accompanied by payment of the exercise price in cash or certified check or by cashless exercise. The shares issuable upon exercise will bear a legend restricting transfer.

The foregoing does not purport to be a complete description of the new advisory agreement and the related warrant and is qualified in its entirety by reference to the full texts of the advisory agreement and warrant, copies of which are attached hereto as Exhibit 10.38 and Exhibit 4.10 and are each incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information required by this Item 2.03 is set forth in Item 1.01(a) above, which is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

As discussed above, on September 1, 2010, the Company issued warrants to acquire 5,000 shares of the Company’s common stock in a private placement exempt from registration under Section 4(2) of the Securities Act. The information required by this Item 3.02 is set forth in Item 1.01(b) above, which is incorporated herein by reference.

In addition, on September 1, 2010, the Company agreed with six holders of warrants to purchase a total of 100,000 shares of its common stock to modify the terms of such warrants by extending the expiration date by a year to May 28, 2013 and reducing the exercise price from $9.00 per share to $8.00 per share. The warrants were originally issued to Capitol Securities Management, Inc. in May 2008 as compensation under an investor relations consulting services agreement, became exercisable in May 2009 and were subsequently transferred. The deemed exchange of

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the warrants for warrants with the modified terms for no additional consideration, to the extent it constitutes an issuance of securities, was exempt under Section 3(a)(9) of the Securities Act.

The foregoing does not purport to be a complete description of the amended and restated warrants and is qualified in its entirety by reference to the full text of the form of amended and restated warrant, a copy of which is attached hereto as Exhibit 4.11 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

The following exhibit is furnished herewith:

Exhibit number	Exhibit Description
4.10	Warrant issued to Capitol Securities Management, Inc. as of September 1, 2010
4.11	Form of Amended and Restated Warrant issued to Messrs. Rick, Pizzirusso, Ries, Meyers, Pace and Bailey as of September 1, 2010
10.37	Lease Renewal Agreement dated August 27, 2010, by and between Rockwell Medical Technologies, Inc. and International-Wixom, LLC
10.38	Advisory Agreement dated September 1, 2010 between the Company and Capitol Securities Management, Inc.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ROCKWELL MEDICAL TECHNOLOGIES, INC.
Date: September 2, 2010	By:	/s/ Thomas E. Klema
		Thomas E. Klema
		Its: Chief Financial Officer

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EX-4.10

Exhibit 4.10

THIS STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. IT MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THIS WARRANT IS ALSO SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 HEREOF.

WARRANT TO PURCHASE SHARES
OF COMMON STOCK, NO PAR VALUE, OF
ROCKWELL MEDICAL TECHNOLOGIES, INC.

September 1, 2010

     THIS STOCK PURCHASE WARRANT (“Warrant”) CERTIFIES THAT, for value received, subject to the provisions hereinafter set forth, Capitol Securities Management, Inc. (the “Holder”) is entitled to purchase from Rockwell Medical Technologies, Inc., a Michigan corporation, and its successors and assigns (the “Company”) up to 5,000 shares (the “Warrant Shares”) of common stock of the Company, no par value (the “Common Stock”), in accordance with that certain Advisory Agreement, dated as of September 1, 2010, between the Company and Holder (the “Advisory Agreement”). This Warrant is subject to the provisions and adjustments, and exercise hereof is subject to and will be made on the terms and conditions, hereinafter set forth.

     The following is a statement of the rights of the Holder of this Warrant and the terms and conditions to which this Warrant is subject, to which terms the Holder hereof, by acceptance of this Warrant, assents.

1. EXERCISE OF WARRANT

     (a) The Warrant shall become exercisable in full on September 1, 2011 unless an Expiration Date (as defined below) has previously occurred. The exercise price for the Warrant Shares is $8.00 per share (the “Exercise Price”). On and after September 1, 2011, subject to the conditions set forth herein, this Warrant may be exercised in whole at any time or in part from time to time until the close of business on the Expiration Date (as defined below) by the Holder by the surrender of this Warrant at the principal office of the Company, accompanied by a signed notice of exercise in the form attached hereto and payment to the Company of the Exercise Price for each of the Warrant Shares intended to be purchased. Such payment shall be made by Holder to the Company in the form of cash, a certified or cashier’s check or by means of the cashless method described in Section 1(b) of this Warrant. Notwithstanding any other provision in this Warrant to the

contrary, this Warrant shall not be deemed exercised until payment in full of the applicable Exercise Price for the Warrant Shares to be purchased has been received by the Company as specified in this Section 1. The “Expiration Date” of the Warrant shall be the earlier of: (i) May 28, 2013, or (ii) the termination of the Advisory Agreement prior to September 1, 2011 (A) by the Company due to a “material breach” of the Advisory Agreement (as such term is defined therein) by the Holder or (B) by the Holder.

     (b) The Holder may exercise the Warrant by the surrender of this Warrant at the principal office of the Company on or before the Expiration Date together with a written notice of cashless exercise, in which event the Company shall issue to the Holder the number of shares of Common Stock determined as follows:

X	=	(Y x (A-B))/A
where:
X	=	the number of shares of Common Stock to be issued to the Holder;
Y	=	the number of Warrant Shares with respect to which this Warrant is being exercised;
A	=	the average of the high and low trading prices per share of the Common Stock on the Nasdaq Stock Market for the five trading days immediately preceding (but not including) the date of exercise.
B	=	the Exercise Price (as adjusted to the date of such calculation).

2. ADJUSTMENTS

     (a) In the event the Company shall (i) pay a dividend to the holders of Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, or (iii) combine its outstanding shares of Common Stock into a smaller number of shares, then (A) the number of Warrant Shares that, at such time, remain available for purchase pursuant to this Warrant (“Available Warrant Shares”) shall be adjusted so that such amount is equal to the number of shares of Common Stock which Holder would have owned immediately after such event had the number of Available Warrant Shares immediately prior to the occurrence of such event been owned on the record date for such event and (B) the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such event by a fraction (x) the numerator of which is the total number of outstanding shares of Common Stock immediately prior to such event, and (y) the denominator of which shall be the total number of outstanding shares of Common Stock immediately after such event. Such adjustment shall become effective immediately after the opening of business on the day following such record date or the day upon which such dividend, subdivision or combination becomes effective.

     (b) In the event the Company shall (i) issue by reclassification of its Common Stock any shares of the Company of any class or series, (ii) merge or consolidate with or into another entity (other than a merger in which the Company is the surviving entity and

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which does not result in any reclassification of the outstanding shares of Common Stock), (iii) sell or otherwise convey to another entity all or substantially all of the assets of the Company followed by the distribution of the proceeds thereof to the shareholders of the Company, or (iv) engage in a share exchange involving all or substantially all of the stock of the Company, then the Holder shall thereafter be entitled to receive upon the exercise of this Warrant, instead of the Available Warrant Shares, the consideration which the Holder would have owned immediately after such event had the Available Warrant Shares been owned immediately prior to the occurrence of such event.

     (c) No adjustment shall be required unless such adjustment would require an increase or decrease of at least one-tenth of a share in the number of Warrant Shares, or at least one-tenth of a cent in the Exercise Price; provided, however, that any adjustment which by reason hereof is not required to be made shall be carried forward and taken into account in any subsequent adjustment.

     (d) No fractional shares of Common Stock shall be issued upon exercise of this Warrant. The number of shares issued shall instead be rounded down to the nearest whole share and any fractional share disregarded.

     (e) The Company shall not, by amendment of its Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all of the provisions of this Section 2.

3. FULLY PAID STOCK

     The Company agrees that the Warrant Shares delivered upon exercise of this Warrant as herein provided shall, at the time of such delivery, be fully paid and non-assessable, and free from all liens and charges with respect to the purchase thereof. During the period within which this Warrant may be exercised for Common Stock, the Company will at all times have authorized, and hold in reserve for issuance upon exercise of this Warrant, a sufficient number of shares of Common Stock to provide for the exercise of this Warrant.

4. LOST OR STOLEN WARRANTS

     In case this Warrant shall be mutilated, lost, stolen or destroyed, the Company shall issue a new Warrant of like date, tenor, and denomination and deliver the same in exchange and substitution for and upon surrender and cancellation of any mutilated Warrant, or in lieu of the lost, stolen or destroyed Warrant, upon receipt of an indemnity agreement or bond from Holder reasonably satisfactory to the Company.

5. ASSIGNMENT

     This Warrant is not assignable or transferable and any such attempted assignment or transfer shall be null and void unless the Holder has received the prior written consent

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of the Company to any such assignment or transfer; provided however that this Warrant may be transferred to an “affiliate” (as defined in Rule 405 under the Securities Act of 1933, as amended) of the Holder if such affiliate is an “accredited investor” (as defined in Rule 501 under the Securities Act of 1933) and agrees to be bound by the terms and provisions of the Advisory Agreement and this Warrant as if, and to the fullest extent as, Capitol Securities Management, Inc. The Company may deem and treat the Holder as the absolute owner of this Warrant (notwithstanding any notations of ownership or writing hereon made by anyone other than the Company) for all purposes and shall not be affected by any notice to the contrary.

6. SECURITIES MATTERS

     (a) Neither this Warrant nor the Warrant Shares have been registered under the Securities Act of 1933, as amended (the “Act”), or any applicable “Blue Sky” laws. By acceptance of this Warrant, the Holder represents and warrants to the Company that Holder (i) is receiving this Warrant and, upon exercise, is acquiring the Warrant Shares for Holder’s own account and not on behalf of others, and is not taking this Warrant or any of the Warrant Shares with a view to the “distribution” thereof (as that term is defined in the Act and the rules and regulations of the Securities and Exchange Commission thereunder); (ii) will not offer, distribute, sell, transfer or otherwise dispose of this Warrant or the Warrant Shares except pursuant to (A) an effective registration statement under the Act and any applicable Blue Sky laws with respect thereto, or (B) an opinion addressed to the Company, which opinion and the counsel rendering it reasonably are deemed satisfactory to the Company, that such offering, distribution, sale, transfer or disposition is exempt from registration under the Act and any applicable Blue Sky laws; (iii) represents at the date of this Warrant that (A) Holder is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Act, (B) Holder’s financial condition is such that Holder is able to bear the risk of holding the Warrant and the Warrant Shares for an indefinite period of time, and (C) Holder has such knowledge and experience in financial and business matters that Holder is capable of evaluating the risks and merits of acquiring and exercising the Warrant; and (iv) acknowledges that, at the time of exercise of the Warrant, (A) Holder will have access to all of the Company’s reports filed electronically with the Securities and Exchange Commission, (B) Holder has had the opportunity to ask questions and receive answers concerning the terms of the Warrant, and (C) Holder will have such knowledge and experience in financial and business matters that Holder is capable at such time of evaluating the risks and merits of exercising the Warrant. Except to the extent that the sale of the Warrant Shares by the Company upon exercise of the Warrant has been registered under the Act, each and every certificate representing Warrant Shares delivered upon exercise of this Warrant shall bear the following legend:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE

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SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

     (b) Anything to the contrary herein notwithstanding, the Company’s obligation to sell and deliver Common Stock pursuant to the exercise of this Warrant is subject to its receipt of satisfactory assurance that the issuance of such shares shall not violate any of the provisions of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. No Warrant Shares shall be issued until counsel for the Company has determined that the Company has complied with all requirements under applicable securities laws.

7. NO RIGHTS AS SHAREHOLDER

     Nothing contained in this Warrant shall be construed as conferring upon the Holder any rights as a shareholder of the Company.

8. MISCELLANEOUS

     (a) All covenants and agreements of the Company in this Warrant shall be binding upon the Company’s successors and assigns.

     (b) This Warrant shall be construed and enforced in accordance with the laws of the State of Michigan without regard to choice of law principles that would compel the application of the law of any other jurisdiction.

     (c) Except as provided in Section 2, this Warrant may be amended only with the written consent of the Company and the Holder.

     (d) Any notices or other communications required or permitted hereunder shall be sufficiently given if in writing and delivered in person or sent by United States mail, by registered mail, postage prepaid, or by courier or express delivery service (including, without limitation, Federal Express and UPS), and if to the Holder, addressed to the Holder at 7918 Jones Branch Drive, Suite 800, McLean, Virginia 22102, and if to the Company, addressed to it at 30142 Wixom Road, Wixom, Michigan 48393, Attention: Chief Financial Officer, or to such other address or attention as shall be furnished in writing by the Company or the Holder. Any such notice or other communication shall be deemed to have been given as of the date received.

     (e) In the event of any conflict between this Warrant and the Advisory Agreement, the terms of this Warrant shall control.

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     IN WITNESS WHEREOF, the undersigned has caused this Warrant to be signed by a duly authorized officer and this Warrant to be dated as of the date set forth above.

ROCKWELL MEDICAL TECHNOLOGIES, INC.
By:	/s/ Thomas E. Klema
	Thomas E. Klema
	Its: Chief Financial Officer

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NOTICE OF EXERCISE

Rockwell Medical Technologies, Inc.
30142 Wixom Road
Wixom, Michigan 48393
Attention: Chief Financial Officer

          A Warrant was issued to the undersigned as of September 1, 2010 to purchase up to 5,000 shares of Rockwell Medical Technologies, Inc. common stock at the exercise price set forth in the Warrant. The undersigned hereby elects to exercise the Warrant with respect to ____________ shares. Payment of the exercise price is being made by (check one):

o cash;

o certified or cashier’s check delivered with this notice;

o cashless exercise method described in Section 1(b) of the Warrant.

          The stock certificate for the shares acquired upon exercise should be issued to:

(name)
(address)
(Social Security No. or EIN)
	CAPITOL SECURITIES MANAGEMENT, INC.
	By:
		Its:
		Dated:

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EX-4.11

Exhibit 4.11

[FORM OF AMENDED AND RESTATED WARRANT ISSUED TO MESSRS. RICK,
PIZZIRUSSO, RIES, MEYERS, PACE AND BAILEY]

THIS STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. IT MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THIS WARRANT IS ALSO SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 HEREOF.

AMENDED AND RESTATED WARRANT TO PURCHASE SHARES
OF COMMON STOCK, NO PAR VALUE, OF
ROCKWELL MEDICAL TECHNOLOGIES, INC.

Amendment and Restatement Date: September 1, 2010
Date of Issuance to Holder: __________, 2009

     THIS STOCK PURCHASE WARRANT (as amended and restated, the “Warrant”) CERTIFIES THAT, for value received, subject to the provisions hereinafter set forth, _________ (the “Holder”) is entitled to purchase from Rockwell Medical Technologies, Inc., a Michigan corporation, and its successors and assigns (the “Company”) up to _______ shares (the “Warrant Shares”) of common stock of the Company, no par value (the “Common Stock”). This Warrant constitutes a portion of the warrant originally issued as of May 28, 2008 to Capitol Securities Management, Inc. (the “Original Holder”) in accordance with that certain Advisory Agreement, dated as of May 28, 2008, between the Company and Holder (the “Advisory Agreement”). The Warrant is being amended and restated to lower the Exercise Price (as defined below) and extend the Expiration Date (as defined below) of the warrant originally issued as of May 28, 2008 to the Original Holder. The Holder acknowledges that no commission or remuneration was paid or given in connection with this amendment and restatement of the Warrant. This Warrant is subject to the provisions and adjustments, and exercise hereof is subject to and will be made on the terms and conditions, hereinafter set forth.

     The following is a statement of the rights of the Holder of this Warrant and the terms and conditions to which this Warrant is subject, to which terms the Holder hereof, by acceptance of this Warrant, assents.

1. EXERCISE OF WARRANT

     (a) The Warrant became exercisable in full on May 28, 2009. The exercise price for the Warrant Shares is $8.00 per share (the “Exercise Price”). On and after May 28, 2009, subject to the conditions set forth herein, this Warrant may be exercised in whole at any time or in part from time to time until the close of business on the Expiration Date (as defined below) by the Holder by the surrender of this Warrant at the

principal office of the Company, accompanied by a signed notice of exercise in the form attached hereto and payment to the Company of the Exercise Price for each of the Warrant Shares intended to be purchased. Such payment shall be made by Holder to the Company in the form of cash, a certified or cashier’s check or by means of the cashless method described in Section 1(b) of this Warrant. Notwithstanding any other provision in this Warrant to the contrary, this Warrant shall not be deemed exercised until payment in full of the applicable Exercise Price for the Warrant Shares to be purchased has been received by the Company as specified in this Section 1. The “Expiration Date” of the Warrant shall be May 28, 2013.

     (b) The Holder may exercise the Warrant by the surrender of this Warrant at the principal office of the Company on or before the Expiration Date together with a written notice of cashless exercise, in which event the Company shall issue to the Holder the number of shares of Common Stock determined as follows:

X =	(Y x (A-B))/A
where:
X =	the number of shares of Common Stock to be issued to the Holder;
Y =	the number of Warrant Shares with respect to which this Warrant is being exercised;
A =	the average of the high and low trading prices per share of the Common Stock on the Nasdaq Stock Market for the five trading days immediately preceding (but not including) the date of exercise.
B =	the Exercise Price (as adjusted to the date of such calculation).

2. ADJUSTMENTS

     (a) In the event the Company shall (i) pay a dividend to the holders of Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, or (iii) combine its outstanding shares of Common Stock into a smaller number of shares, then (A) the number of Warrant Shares that, at such time, remain available for purchase pursuant to this Warrant (“Available Warrant Shares”) shall be adjusted so that such amount is equal to the number of shares of Common Stock which Holder would have owned immediately after such event had the number of Available Warrant Shares immediately prior to the occurrence of such event been owned on the record date for such event and (B) the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such event by a fraction (x) the numerator of which is the total number of outstanding shares of Common Stock immediately prior to such event, and (y) the denominator of which shall be the total number of outstanding shares of Common Stock immediately after such event. Such adjustment shall become effective immediately after the opening of business on the day following such record date or the day upon which such dividend, subdivision or combination becomes effective.

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     (b) In the event the Company shall (i) issue by reclassification of its Common Stock any shares of the Company of any class or series, (ii) merge or consolidate with or into another entity (other than a merger in which the Company is the surviving entity and which does not result in any reclassification of the outstanding shares of Common Stock), (iii) sell or otherwise convey to another entity all or substantially all of the assets of the Company followed by the distribution of the proceeds thereof to the shareholders of the Company, or (iv) engage in a share exchange involving all or substantially all of the stock of the Company, then the Holder shall thereafter be entitled to receive upon the exercise of this Warrant, instead of the Available Warrant Shares, the consideration which the Holder would have owned immediately after such event had the Available Warrant Shares been owned immediately prior to the occurrence of such event.

     (c) No adjustment shall be required unless such adjustment would require an increase or decrease of at least one-tenth of a share in the number of Warrant Shares, or at least one-tenth of a cent in the Exercise Price; provided, however, that any adjustment which by reason hereof is not required to be made shall be carried forward and taken into account in any subsequent adjustment.

     (d) No fractional shares of Common Stock shall be issued upon exercise of this Warrant. The number of shares issued shall instead be rounded down to the nearest whole share and any fractional share disregarded.

     (e) The Company shall not, by amendment of its Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all of the provisions of this Section 2.

3. FULLY PAID STOCK

     The Company agrees that the Warrant Shares delivered upon exercise of this Warrant as herein provided shall, at the time of such delivery, be fully paid and non-assessable, and free from all liens and charges with respect to the purchase thereof. During the period within which this Warrant may be exercised for Common Stock, the Company will at all times have authorized, and hold in reserve for issuance upon exercise of this Warrant, a sufficient number of shares of Common Stock to provide for the exercise of this Warrant.

4. LOST OR STOLEN WARRANTS

     In case this Warrant shall be mutilated, lost, stolen or destroyed, the Company shall issue a new Warrant of like date, tenor, and denomination and deliver the same in exchange and substitution for and upon surrender and cancellation of any mutilated Warrant, or in lieu of the lost, stolen or destroyed Warrant, upon receipt of an indemnity agreement or bond from Holder reasonably satisfactory to the Company.

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5. ASSIGNMENT

     This Warrant is not assignable or transferable and any such attempted assignment or transfer shall be null and void unless the Holder has received the prior written consent of the Company to any such assignment or transfer; provided however that this Warrant may be transferred to an “affiliate” (as defined in Rule 405 under the Securities Act of 1933, as amended) of the Original Holder if such affiliate is an “accredited investor” (as defined in Rule 501 under the Securities Act of 1933) and agrees to be bound by the terms and provisions of the Advisory Agreement and this Warrant as if, and to the fullest extent as, Capitol Securities Management, Inc. The Company may deem and treat the Holder as the absolute owner of this Warrant (notwithstanding any notations of ownership or writing hereon made by anyone other than the Company) for all purposes and shall not be affected by any notice to the contrary.

6. SECURITIES MATTERS

     (a) This Warrant has not been registered under the Securities Act of 1933, as amended (the “Act”), or any applicable “Blue Sky” laws. By acceptance of this Warrant, the Holder represents and warrants to the Company that Holder (i) is receiving this Warrant for Holder’s own account and not on behalf of others, and is not taking this Warrant with a view to the “distribution” thereof (as that term is defined in the Act and the rules and regulations of the Securities and Exchange Commission thereunder); (ii) will not offer, distribute, sell, transfer or otherwise dispose of this Warrant except pursuant to (A) an effective registration statement under the Act and any applicable Blue Sky laws with respect thereto, or (B) an opinion addressed to the Company, which opinion and the counsel rendering it reasonably are deemed satisfactory to the Company, that such offering, distribution, sale, transfer or disposition is exempt from registration under the Act and any applicable Blue Sky laws; (iii) represents at the date of this Warrant that (A) Holder is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Act, (B) Holder’s financial condition is such that Holder is able to bear the risk of holding the Warrant for an indefinite period of time, and (C) Holder has such knowledge and experience in financial and business matters that Holder is capable of evaluating the risks and merits of acquiring and exercising the Warrant; and (iv) acknowledges that, at the time of exercise of the Warrant, (A) Holder will have access to all of the Company’s reports filed electronically with the Securities and Exchange Commission, (B) Holder has had the opportunity to ask questions and receive answers concerning the terms of the Warrant, and (C) Holder will have such knowledge and experience in financial and business matters that Holder is capable at such time of evaluating the risks and merits of exercising the Warrant.

     (b) Anything to the contrary herein notwithstanding, the Company’s obligation to sell and deliver Common Stock pursuant to the exercise of this Warrant is subject to its receipt of satisfactory assurance that the issuance of such shares shall not violate any of the provisions of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. No Warrant Shares shall be issued until counsel for the Company has determined that the Company has complied with all requirements under applicable securities laws.

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7. NO RIGHTS AS SHAREHOLDER

     Nothing contained in this Warrant shall be construed as conferring upon the Holder any rights as a shareholder of the Company.

8. MISCELLANEOUS

     (a) All covenants and agreements of the Company in this Warrant shall be binding upon the Company’s successors and assigns.

     (b) This Warrant shall be construed and enforced in accordance with the laws of the State of Michigan without regard to choice of law principles that would compel the application of the law of any other jurisdiction.

     (c) Except as provided in Section 2, this Warrant may be amended only with the written consent of the Company and the Holder.

     (d) Any notices or other communications required or permitted hereunder shall be sufficiently given if in writing and delivered in person or sent by United States mail, by registered mail, postage prepaid, or by courier or express delivery service (including, without limitation, Federal Express and UPS), and if to the Holder, addressed to the Holder at 7918 Jones Branch Drive, Suite 800, McLean, Virginia 22102, and if to the Company, addressed to it at 30142 Wixom Road, Wixom, Michigan 48393, Attention: Chief Financial Officer, or to such other address or attention as shall be furnished in writing by the Company or the Holder. Any such notice or other communication shall be deemed to have been given as of the date received.

     (e) In the event of any conflict between this Warrant and the Advisory Agreement, the terms of this Warrant shall control.

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     IN WITNESS WHEREOF, the undersigned has caused this Warrant to be signed by a duly authorized officer and this Warrant to be dated as of the date set forth above.

ROCKWELL MEDICAL TECHNOLOGIES, INC.
By:	/s/ Thomas E. Klema
	Thomas E. Klema
	Its: Chief Financial Officer

ACKNOWLEDGED AND ACCEPTED:

HOLDER

_________________________________ (signature)

_________________________________ (print name)

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NOTICE OF EXERCISE

Rockwell Medical Technologies, Inc.
30142 Wixom Road
Wixom, Michigan 48393
Attention: Chief Financial Officer

     A Warrant was issued to the undersigned as of _________, 2009, and amended and restated as of September 1, 2010, to purchase up to ________ shares of Rockwell Medical Technologies, Inc. common stock at the exercise price set forth in the Warrant. The undersigned hereby elects to exercise the Warrant with respect to ____________ shares. Payment of the exercise price is being made by (check one):

o  cash;

o  certified or cashier’s check delivered with this notice;

o  cashless exercise method described in Section 1(b) of the Warrant.

          The stock certificate for the shares acquired upon exercise should be issued to:

(name)
(address)
(Social Security No. or EIN)
	By:
		Its:
		Dated:

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EX-10.37

Page 1 of 2

Exhibit 10.37

[International Wixom, LLC Letterhead]

August 20, 2010

Rockwell Medical Technologies, Inc.
Rob Chioini
30142 Wixom Road
Wixom, MI 48393

Re: Lease Renewal Agreement
30142 Wixom Rd, Wixom, MI
30178 Wixom Rd, Wixom, MI
Total Square Footage: 68,358-

Dear Mr. Chioini,

Please note the following offers to renew the above referenced facilities. Our company is willing to discount the renewal rate in order to give you the most competitive possible rate. Your new monthly rate would be as follows for the terms stated below:

30142 Wixom Road

(2) Years	September 1, 2010- August 31, 2012	$18,012.21 per month
All above Amounts subject to NNN per Month

Your escrow payment in the amount of $9,900.00 will be in addition to the above quoted rental amounts. This escrow amount will be due each month thru December 31, 2010. At that time an escrow analysis will be completed and the figure could change based upon actual expense.

30178 Wixom Road:

(1) Year	September 1, 2010- August 31, 2011	$4,740.00 per month
All above Amounts subject to NNN per Month

Your escrow payment in the amount of $3,195.33 will be in addition to the above quoted rental amounts. This escrow amount will be due each month thru December 31, 2010. At that time an escrow analysis will be completed and the figure could change based upon actual expense.

Commensurate with the execution of this agreement, Rockwell Medical Technologies, Inc. shall supply to International Wixom, LLC financial guarantees in such a manner as acceptable to International Wixom, LLC which shall serve to guarantee the lease payment over its term as referenced herein.

Page 2 of 2

The above rates are based on a renewal of the lease in an “as is” condition. All other terms and conditions of your original lease and subsequent lease renewals will remain in effect.

Please initial where indicated, fully execute on page 2 and fax back to 248-353-4849 prior to Tuesday, August 24, 2010. Upon receipt three (3) original copies will be mailed for your execution. Once received, a completely executed copy will be returned to you via first class mail.

The parties agree that all of their respective rights and obligations under the Lease, as amended, shall remain in full force and effect

This Lease Renewal Agreement shall be fully binding once executed by both Tenant and Landlord.

This is a confidential document which is not to be discussed with any third parties.

Please feel free to contact me at my office (248) 353-4800 should you have any questions.

Very truly yours,
International Wixom, LLC

Agreed to and Accepted By:	Agreed to and Accepted By:
International Wixom, LLC	Rockwell Medical Technologies, Inc
/s/ Darryl Rogers	/s/ Robert L. Chioini
Darryl Rogers, Member	Robert L. Chioini, President
Date: 08/27/2010	Date: 08/27/2010

EX-10.38

Exhibit 10.38

DATE:	September 1, 2010
PARTIES:	Rockwell Medical Technologies, Inc. (the “Company”) 30142 Wixom Road Wixom, MI 48393 USA
	Capitol Securities Management, Inc. (the “Advisor”) 100 Concourse Blvd. Glen Allen, VA 23059
RECITALS:

     WHEREAS, the Company wishes to engage the Advisor to perform certain investor relations services.

     WHEREAS, the Advisor declares that it is engaged in an independent business or employed by a party other than the Company and that the Company is not the Advisor’s sole and only client, customer or employer.

     WHEREAS, the parties hereto wish to enter into a Client-Independent Advisory / Contractor relationship for their mutual benefit, and further wish to set forth the terms of such association herein..

AGREEMENTS:

     NOW, THEREFORE, in consideration of the foregoing representations and the mutual covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Company and the Advisor agree as follows:

1. Services to be Performed. The Company hereby engages the Advisor to advise and perform work for the Company consisting of exposing the Company to the equity investment community, which includes but is not limited to: analysts, money managers, institutional investors, stock-brokers, mutual funds, broker-dealers, wire-houses, newspapers, television, and trade publications. If Company desires Advisor to perform any services in addition to those described above, the terms and conditions relating to such services will be mutually agreed upon by the parties. The Company acknowledges that: (a) Advisor is not obligated to devote any specific amount of time to providing advice and consultation to the Company except as agreed from time to time by the parties hereto; (b) the scope of work hereunder does not include tax, legal, regulatory, accounting or other technical advice, and (c) the Advisor is being retained solely for the Company’s benefit and not for any third party, including the Company’s shareholders.

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2.	Fees, Terms of Payment and Warrant. The Company agrees as compensation to issue to the Advisor 5,000 cashless Common Stock Purchase Warrants (“Warrants”) for services rendered over a 12 month period commencing with the date of this Agreement. The terms and conditions of the Warrants will be set forth in a separate agreement containing the terms and conditions set forth in this paragraph and such other terms and conditions as are mutually acceptable to the Company and the Advisor. The Warrants will become earned upon execution of this Agreement and will have an exercise price of $8.00 per share. The Warrants will expire at the earlier of (i) May 28, 2013, or (ii) the termination of this Agreement prior to the one year anniversary of the date of this Agreement (A) by the Company due to a material breach of this Agreement by Advisor or (B) by Advisor. A “material breach” would be either (1) a failure to perform, in a commercially reasonable manner, the services required or to be required under paragraph 1 of this agreement; or (2) a breach of any of the representations in paragraph 5 of this agreement. Warrants will become exercisable on the first anniversary of the date of this Agreement and may be exercised in whole or in part at any time until their expiration by the submission of an exercise notice in the form to be attached as an exhibit to the Warrant agreement. The shares issuable upon exercise will bear a legend restricting transfer. The Warrants will not be transferable, other than to an affiliate (as defined in Rule 405 under the Securities Act of 1933, as amended) of the Advisor (so long as such affiliate is an “accredited investor” as defined below and agrees to be bound by the terms and provisions of this Agreement and the Warrant agreement as if, and to the fullest extent as, the Advisor), and will bear a legend to that effect. The Company reasonably believes that all information it provides to Advisor is accurate and complete in all material respects. Company acknowledges that Advisor shall be entitled to rely on all such information and materials.
3.	Instrumentalities. The Advisor shall supply all equipment, tools, materials and supplies to accomplish the designated jobs or services set forth in paragraph 1, except if approved by the Company.
4.	Expenses. The Company shall not be responsible or liable for any expenses incurred by the Advisor in performing any jobs or services under this Agreement, except accountable out-of-pocket expenses of Advisor related to the engagement and approved by the Company.
5.	The Advisor’s Status. This Agreement is not intended to, does not constitute and shall not be construed as a hiring by either party. The parties hereto are and shall remain independent contractors. The Advisor retains the sole and exclusive right to control or direct the manner or means by which the jobs or services described herein are to be performed. The

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	Company retains only the right to control the results to ensure their conformity with that specified herein.
	The Advisor shall comply with all federal, state and local laws, and rules and regulations that are now or may in the future become applicable to the Advisor, its business, equipment and personnel engaged in accomplishing the jobs or services provided under this Agreement or arising out of the performance of this Agreement.
	Advisor represents that it is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933 and was not organized for the purpose of acquiring the Warrants or the underlying shares. Advisor’s financial condition is such that it is able to bear the risk of holding the Warrants and the shares underlying the Warrants for an indefinite period of time. Advisor has sufficient knowledge and experience in investing in companies similar to the Company so as to be able to evaluate the risks and merits of its investment in the Company and has so evaluated the risks and merits of such investment. Advisor understands that an investment in the Warrants and the shares underlying the Warrants involves a significant degree of risk, including a risk of total loss of Advisor’s investment, and understands the risk factors included, or that may be included in the future, in the Company’s periodic reports filed from time to time with the Securities and Exchange Commission. Advisor is acquiring the Warrants and the shares underlying the Warrants for its own account for investment and not for resale or with a view to distribution thereof in violation of the Securities Act of 1933.
6.	Payroll or Employment Taxes. The Advisor will not be treated as an employee for federal, state or local tax purposes or for any other purpose. No payroll or employment taxes of any kind shall be withheld or paid with respect to payments to the Advisor, including but not limited to FICA, FUTA, federal personal income tax, state personal income tax, state disability insurance tax, and state unemployment insurance tax. The Advisor agrees that it is responsible for making all filings with and payments to the Internal Revenue Service and state and local taxing authorities as are appropriate to its status as an Advisor.
7.	Workers’ Compensation, Unemployment Compensation, Benefits. No workers’ compensation insurance has been or will be obtained by the Company for the Advisor. The Advisor understands that he is not entitled to unemployment compensation benefits or any other benefits normally afforded to any employee of the Company, due to his status as an Advisor.
8.	Indemnification. Except as otherwise provided in paragraph 4 above, the Company agrees to indemnify, defend and hold the Advisor, its affiliates,

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	control persons, officers, directors, employees and agents (collectively, the “Indemnified Persons”) harmless from and against all losses, claims, damages, liabilities, costs or expenses (including reasonable attorneys’ fees and disbursements) arising out of the services rendered pursuant to this Agreement, whether or not the Advisor is a party to such dispute. This indemnity shall not apply, however, where a court of competent jurisdiction has made a final non-appealable determination that the Advisor was grossly negligent or engaged in willful misconduct in the performance of its services hereunder, which directly gave rise to the loss, claim, damage, liability, cost or expense sought to be recovered hereunder. Promptly after receipt by an Indemnified Party of notice of the occurrence of the commencement of any action or proceeding in respect of which indemnity may be sought against the Company, such Indemnified Party will notify the Company in writing of the commencement thereof, and the Company shall be entitled to immediately assume the defense thereof. If the defense is assumed by the Company, it shall have no further obligation to indemnify the Indemnified Persons for attorneys’ fees and disbursements). The reimbursement, indemnity and contribution obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Advisor and any other Indemnified Person.
9.	Termination. The consulting arrangement provided herein may be terminated by either party upon 30 days notice. Following termination, neither party shall have any continuing liability or obligations hereunder; provided, the terms of section 8 shall survive any termination hereof.
10.	Law Governing Contract. This Agreement and all questions arising in connection with it shall be governed by the laws of the State of Michigan.
11.	Entire Agreement. This Agreement states the entire Agreement of the parties, and merges all prior negotiations, agreements and understandings, if any, except for any confidentiality agreements between the parties. No modification, release, discharge or waiver of any provision hereof shall be of any force or effect unless made in writing and signed by the parties hereto. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their representative laws, personal representatives, successors and assigns, provided that neither party may assign the Agreement without the other party’s prior written consent.

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     IN WITNESS WHEREOF, the parties have executed this Agreement and caused it to be dated as of the day and year first written above.

“COMPANY” Rockwell Medical Technologies, Inc.
By:	/s/ Robert L. Chioini
	Its: Chairman/CEO/President
“ADVISOR” Capitol Securities Management, Inc.
By	/s/ Mark Hamby
	Its: President

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