10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2013

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to ____________.

Commission File number 0-935

CYTOCORE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	36-4296006
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

414 North Orleans Street, Suite 510

Chicago, IL 60654

(Address of Principal Executive Offices)

(312) 222-9550

(Registrant’s Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No ¨ (not required)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rue 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer   ¨	Accelerated Filer ¨
Non-Accelerated Filer  ¨	Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

common STOCK, $0.001 par value, AT August 8, 2013: 257,030,857

CYTOCORE, Inc.

Quarterly Report on Form 10-Q

Table of contents

PART I.  – FINANCIAL INFORMATION		Page
Item 1.	Financial Statements
	a) Condensed Consolidated Balance Sheets – June 30, 2013(unaudited) and December 31, 2012	2
	b) Condensed Consolidated Statements of Operations -- Six months ended June 30, 2013 and June 30, 2012 (unaudited)	3
	c) Condensed Consolidated Statements of Cash Flows -- Three months ended June 30, 2013 and June 30, 2012 (unaudited)	4
	d) Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 4.	Controls and Procedures	15
Part II. -- Other Information
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.	Defaults upon Senior Securities	16
Item 6.	Exhibits	16
SIGNATURES		17
EXHIBIT INDEX		18
Exhibit 31.1     Section 302 Certification
Exhibit 32.1     Section 906 Certification

1

Part I. -- Financial Information

Item 1. Financial Statements

CYTOCORE, INC.

CONDENSED CONSOLIDATED BALANCE SHEET

(Dollars in thousands)

	June 30,			December 31,
	2013			2012*
	(unaudited)
Assets
Current Assets:
Cash and cash equivalents	$	--		$	39
Accounts receivable		13			134
Prepaid expenses and other current assets		10			10
Total current assets		23			183
Fixed assets, net		31			79
Total assets	$	54		$	262
Liabilities and Stockholders’ Deficit
Current Liabilities:
Checks issued in excess of amounts on deposit		13			--
Accounts payable		227			681
Accrued payroll costs		3,046			2,705
Advances payable to related parties		70			3,175
Accrued expenses		466			903
Notes payable		36			70
Total current liabilities		3,858			7,534
Stockholders’ Deficit:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 373,355 shares issued and outstanding at June 30, 2013 and December 31, 2012 (Liquidation value of all classes of preferred stock $2,871 at June 30, 2013)		1,487			1,487
Common stock, $0.001 par value; 500,000,000 shares authorized; 257,030,857 and 78,245,623 shares issued and issuable and 257,011,648 and 78,226,416 shares outstanding at June 30, 2013 and December 31, 2012, respectively		257			78
Additional paid-in-capital		96,877			93,407
Treasury stock: 19,209 shares at June 30, 2013 and December 31, 2012		(327	)		(327	)
Accumulated deficit		(102,098	)		(101,917	)
Total stockholders’ deficit		(3,804	)		(7,272	)
Total liabilities and stockholders’ deficit	$	54		$	262

* Derived from audited information

See accompanying notes to these condensed consolidated financial statements.

2

CYTOCORE, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Dollars in thousands, except per share and share amounts)

	Six months ended						Three months ended
	June 30,						June 30,
	2013			2012			2013			2012
	(Unaudited)						(Unaudited)
Net revenues	$	14		$	130		$	4		$	106
Operating expenses
Cost of revenues		6			69			--			54
Research and development		149			182			68			109
Selling, general and administrative, (net of adjustment of trade debt of $374,000, a reduction in accrued franchise tax of $217,000 and benefit from the liquidation of subsidiaries of $149,000 for the six months ended June 30, 2013)		(58	)		785			(22	)		325
Total operating expenses		97			1,036			46			488
Operating loss		(83	)		(906	)		(42	)		(382	)
Other income (expense)
Interest expense – related party		(94	)		(109	)		(33	)		(56	)
Interest expense		(4	)		(8	)		(2	)		(4	)
Total other income (expense)		(98	)		(117	)		(35	)		(60	)
Net loss		(181	)		(1,023	)		(77	)		(442	)
Preferred stock dividend		(132	)		(132	)		(66	)		(66	)
Net loss applicable to common stockholders	$	(313	)	$	(1,155	)	$	(143	)	$	(508	)
Basic and diluted net loss per common share	$	(0.00	)	$	(0.02	)	$	(0.00	)	$	(0.01	)
Basic and diluted weighted average number of common shares outstanding		169,049,356			68,903,645			124,514,059			70,643,522

See accompanying notes to these condensed consolidated financial statements.

3

CYTOCORE, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Dollars in thousands)

	Six Months Ended
	June 30,
	2013			2012
Operating Activities:
Net loss	$	(181	)	$	(1,023	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		48			114
Common stock issued for compensation		35			30
Reduction in accrual for franchise taxes		(217	)		--
Benefit derived from liquidation of subsidiaries		(149	)		--
Interest expense imputed on related party advances		94			109
Common stock issued for services		41			91
Gain on settlement of trade indebtedness		(374	)		--
Changes in assets and liabilities:
Checks issued in excess of amounts on deposit		13			--
Accounts receivable		120			(123	)
Prepaid expenses and other current assets		1			--
Accounts payable		(18	)		(38	)
Accrued expenses		373			404
Net cash used in operating activities		(214	)		(436	)
Investing activities:
Net cash used in investing activities		--			--
Financing activities:
Proceeds from related parties		145			356
Proceeds from sale of machinery		--			70
Sale of common stock		30			--
Net cash provided by financing activities		175			426
Net increase (decrease) in cash and cash equivalents		(39	)		(10	)
Cash and cash equivalents at the beginning of period		39			15
Cash and cash equivalents at end of period	$	--		$	5
Supplemental disclosure of cash flow information:
Non-cash transactions during the period for:
Common stock issued for director fees payable	$	200		$	--
Conversion of related party debt to common stock		3,250			--
Cash paid for interest		--			--
Cash paid for taxes		--			--

See accompanying notes to these condensed consolidated financial statements.

4

CYTOCORE, INC.

Notes to Financial Statements

(Tabular data in thousands, except per share amounts)

(Unaudited)

Note 1. Organization

CytoCore, Inc. was incorporated in Delaware in December 1998. Except where the context otherwise requires, the “Company” refers to CytoCore, Inc. and its subsidiaries and predecessors.

Currently, the Company has one product of its own for sale – its SoftPap collector. The Company is developing, and plans to sell an integrated family of cost-effective products for the detection, diagnosis and treatment of cancer under the trade name of CytoCore Solutions®. CytoCore Solutions products are intended to address sample collection, specimen preparation, specimen evaluation (including detection/screening and diagnosis), treatment and patient monitoring within vertical markets related to specific cancers. Current CytoCore Solutions products are focused upon cervical cancer. The Company plans that this focus will later be expanded to include other gynecological cancers as well as bladder, lung, and breast cancers, among others. Within each of these markets the Company anticipates that the CytoCore Solutions products will be sold as individual value-added drop-in replacements for existing products and as integrated systems that improve the efficiency and effectiveness of clinical and laboratory operations.

The Company has also begun marketing and selling a companion product that is designed to detect breast cancer, which is manufactured by a third party.

During the quarter ended June 30, 2013, Robert McCullough, our Chief Executive Officer and Chief Financial Officer, converted $3,250,000 of debt owed to him into 162,500,000 shares of restricted, unregistered common stock at a price of $0.02 per share. As a result of this transaction, Mr. McCullough owns directly or beneficially 167,690,706 shares of common stock or 66.90%. Our officers and directors own an aggregate 198,199,145 shares of common stock or 79.07%.

Also, during the quarter ended June 30, 2013, the Company liquidated all of its wholly owned subsidiaries and reported a gain of $149,000 as a result. The subsidiaries were inactive and had no operations during the reporting periods.

The Company has incurred significant operating losses since its inception. Management expects that significant on-going operating expenditures will be necessary to successfully implement the Company’s business plan and develop, manufacture and market its products. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. Implementation of the Company’s plans and its ability to continue as a going concern will depend upon the Company’s ability to increase sales of its products, develop new products, and raise additional capital. At June 30, 2013, the Company did not have any cash to fund its operations.

If the Company is unable to obtain adequate additional financing or generate sufficient sales revenues, it will be unable to continue its product development efforts and other activities and will be forced to curtail or cease operations. The consolidated financial statements presented herein do not include any adjustments that might result from the outcome of this uncertainty.

Note 2. Basis of Presentation

The financial statements for the periods ended June 30, 2013 and 2012 included herein are unaudited. Such financial statements reflect, in the opinion of management, all adjustments necessary to present fairly the financial position and results of operations as of and for the periods indicated. All such adjustments are of a normal recurring nature. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2013 or for any other period. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

5

The Company believes that the disclosures are adequate to make the interim information presented not misleading. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as filed with the SEC.

The Company does not have any comprehensive income or loss.

Note 3. Fixed Assets

Fixed assets consist of the following:
	June 30,			December 31,
	2013			2012
	(unaudited)
Furniture and fixtures	$	40		$	47
Laboratory equipment		508			508
Computer and communications equipment		261			261
Design and tooling		1,204			1,204
		2,013			2,020
Less accumulated depreciation and amortization		(1982	)		(1,941	)
Total	$	31		$	79

For the six months ended June 30, 2013 and 2012, depreciation expense was $48,000 and $114,000, respectively. The Company did not allocate any of the depreciation expense of the machinery and equipment or the design and tooling into inventory since the Company has suspended manufacturing. This depreciation was included as a selling, general and administrative expense as excess idle time.

Note 4. Accrued Expenses

Accrued expenses include the following:

	June 30,		December 31,
	2013		2012
	(unaudited)
Accrued interest	$	28	$	65
Accrued franchise and other taxes		283		484
Accrued compensation		10		190
Other accrued expenses		145		164
Total	$	466	$	903

Note 5. Notes Payable and Advances-related parties

Notes payable to unrelated parties consist of:

	June 30,		December 31,
	2013		2012
	(Unaudited)
Robert Shaw, $25,000 Promissory Note issued September 20, 2001; interest rate 9% per annum, due December 20, 2001.		15		15
Ventana Medical Systems, Inc. $62,946 Promissory Note issued November 30, 2003; due December 31, 2003; interest rate 8% per annum payable after December 31, 2003		21		21
Xillix Technologies Corporation $361,000 Promissory Note issued June 26, 1998; Interest rate Canadian Prime plus 6% per annum, due December 27, 1999; represents a debt of AccuMed		--		34
	$	36	$	70

6

During the quarter ended June 30, 2013, the Company liquidated AccuMed, its wholly owned subsidiary. As a result, the note and accrued interest totaling $73,000 due to Xillex Technologies Corporation was recorded as a reduction in selling, general and administration expense.

The Company has failed to make principal and interest payments when due and is in breach of certain warranties and representations under the notes included above. Such notes require the holder to notify the Company in writing of a declaration of default at which time a cure period, as specified in each individual note, would commence. The Company has not received any written declarations of default from holders of its remaining outstanding notes payable.

During the six months ended June 30, 2013, the Company was advanced $145,000 from a related party. These advances are non-interest bearing and are due on demand. However, using an 8% annual interest rate, the Company has recorded a non-cash interest expense totaling approximately $94,000 on the outstanding balance for the quarter.

Note 6. Stockholders’ Equity (Deficit)

Common stock Split

During the quarter ended June 30, 2013, the Company’s shareholders approved a one for ten reverse split of our common stock. The reverse split will not become effective until we receive approval from the regulatory authorities. Therefore, the reverse split is not reflected in these financial statements.

Loss per share

A reconciliation of the numerator and the denominator used in the calculation of loss per share is as follows:

	June 30,			June 30,
	2013			2012
	(unaudited)
Basic and Diluted:
Net loss applicable to common stockholder (in thousands)		($313	)		($1,155	)
Weighted average common shares outstanding		169,049,356			68,903,645
Net loss per common share		($0.00	)		($0.02	)

Warrants to purchase 705,667 and 922,667 common shares and preferred stock convertible into 620,271 and 613,191 common shares were not included in the computation of diluted loss per share applicable to common stockholders as they are anti-dilutive as a result of net losses for the periods ended June 30, 2013 and June 30, 2012, respectively.

Preferred Stock

A summary of the Company’s preferred stock is as follows:

	June 30,		December 31,
	2013		2012
	Shares Issued &		Shares Issued &
Offering	Outstanding		Outstanding
	(unaudited)
Series A convertible		47,250		47,250
Series B convertible, 10% cumulative dividend		93,750		93,750
Series C convertible, 10% cumulative dividend		38,333		38,333
Series D convertible, 10% cumulative dividend		175,000		175,000
Series E convertible, 10% cumulative dividend		19,022		19,022
Total Preferred Stock		373,355		373,355

7

As of June 30, 2013 and 2012, the Company had cumulative preferred undeclared and unpaid dividends. In accordance with the Financial Accounting Standard Board’s Accounting Standards Codification 260-10-45-11, “Earnings per Share”, these dividends were added to the net loss in the net loss per share calculation.

Summary of Preferred Stock Terms

Series A Convertible Preferred Stock
Liquidation Value:	$4.50 per share, $212,625
Conversion Price:	$103.034 per share
Conversion Rate:	0.04367--Liquidation Value divided by Conversion Price ($4.50/$103.034)
Voting Rights:	None
Dividends:	None
Conversion Period:	Any time
Series B Convertible Preferred Stock
Liquidation Value:	$4.00 per share, $375,000
Conversion Price:	$10.00 per share
Conversion Rate:	0.40--Liquidation Value divided by Conversion Price ($4.00/$10.00)
Voting Rights:	None
Dividends:	10%--Quarterly--Commencing March 31, 2001
Conversion Period:	Any time
Cumulative and undeclared dividends in arrears at June 30, 2013 were $463,000
Series C Convertible Preferred Stock
Liquidation Value:	$3.00 per share, $115,000
Conversion Price:	$6.00 per share
Conversion Rate:	0.50--Liquidation Value divided by Conversion Price ($3.00/$6.00)
Voting Rights:	None
Dividends:	10%--Quarterly--Commencing March 31, 2002
Conversion Period:	Any time
Cumulative and undeclared dividends in arrears at June 30, 2013 were $134,000
Series D Convertible Preferred Stock
Liquidation Value:	$10.00 per share, $1,750,000
Conversion Price:	$10.00 per share
Conversion Rate:	1.00--Liquidation Value divided by Conversion Price ($10.00/$10.00)
Voting Rights:	None
Dividends:	10%--Quarterly--Commencing April 30, 2002
Conversion Period:	Any time
Cumulative and undeclared dividends in arrears at June 30, 2013 were $2,042,000
Series E Convertible Preferred Stock
Liquidation Value:	$22.00 per share, $418,488
Conversion Price:	$8.00 per share
Conversion Rate:	2.75--Liquidation Value divided by Conversion Price ($22.00/$8.00)
Voting Rights:	Equal in all respects to holders of common shares
Dividends:	10%--Quarterly--Commencing May 31, 2002
Conversion Period:	Any time
Cumulative and undeclared dividends in arrears at June 30, 2013 were $491,000

Issuance of Common Stock for Cash

During the quarter ended June 30, 2013, the Company sold 1,500,000 shares of restricted, unregistered common stock to a qualified investor for $30,000, or $0.02 per share. These shares have not yet been issued.

8

Issuance of Common Stock as Payment for Services

During the quarter ended June 30, 2013, the Company issued to two of the Company’s directors, Mauro Scimia (“Scimia”) and Xavier Carbonell (“Carbonell”), 902,764 and 919,234 shares of restricted, unregistered common stock, respectively, for consulting services rendered, and the Company recorded a charge of $32,500, or $0.02 per share, as a selling, general and administrative expense. During the quarter ended March 31, 2013, the Company issued 886,294 shares of restricted, unregistered common stock to Carbonell for consulting rendered and recorded $20,000 as a selling, general and administrative expense.

The Company during the quarter ended June 30, 2013, also issued 2,346,148 shares of restricted, unregistered common stock to a consultant for services rendered, and recorded $36,000 as a selling, general and administrative expense.

During the quarter ended June 30, 2013, the Company reversed $48,000 of consulting compensation expense from a consulting agreement issued several years ago.  The consultant never completed any of the tasks required under the contract and therefore did not meet the requirements to vest any of the 2,055,527 shares granted, but never issued, under the contract.  The $48,000 was a reduction in selling, general & administrative Expense.

Issuance of Common Stock as Settlement of Debt

During the quarter ended June 30, 2013, Robert McCullough, our Chief Executive Officer and Chief Financial Officer, converted $3,250,000 of debt owed to him into 162,500,000 shares of restricted, unregistered common stock at a price of $0.02 per share. As a result of this transaction, Mr. McCullough owns directly or beneficially 167,690,706 shares of common stock or 66.90% of our common stock.

Also during the quarter ended June 30, 2013, the Company issued to two current independent directors, Alexander Milley and Dr. John Abeles, an aggregate 7,500,000 shares of restricted, unregistered common stock, respectively, for past directors fees totaling $150,000, or $0.02 per share. In addition, the Company recorded the payment of $50,000 for services rendered to a former director in the form of 2,500,000 shares of restricted, unregistered common stock valued at $0.02 per share. These shares have not yet been issued.

The shares issued to the Company’s CEO and members of the board of directors in the debt settlements described above were issued at a price higher than the trading price of the common stock the day the Board authorized the settlement. The Company has not treated the transaction as a troubled debt restructuring nor as an extinguishment of the debt, but as essentially a recapitalization of the Company, and therefore no gain or loss has been recorded on the difference in the fair value of the stock as it traded to the amount used to settle the debt.

Issuance of Common Stock as Payment for Employee Compensation

During the three months ended June 30, 2013, the Company issued to Augusto Ocana (“Ocana”), a director and vice president of the Company, 1,805,528 shares of restricted, unregistered common stock, for services rendered. The Company recorded a charge of $35,000, or $0.02 per share, as a selling, general and administrative expense.

Our officers and directors own an aggregate 198,199,145 shares of common stock or 79.07% of our outstanding common stock.

Note 7. Commitments and Contingencies

Legal Proceedings

There are no pending legal proceedings against the Company. To the Company’s knowledge, there have been no cases initiated by or against the Company, nor any cases resolved, since the date of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 was filed with the SEC.

9

The Company has been a party to a number of other proceedings, informal demands, or debt for services brought by former unsecured creditors to collect past due amounts for services. The Company is attempting to settle these demands and unfilled claims. The Company does not consider any of these claims to be material.

During the quarter ended June 30, 2013, the Company recorded a write off totaling $374,000 of trade debt deemed uncollectible by the holder due to the expiration of the statute of limitations and $149,000 as a result of the liquidation of its subsidiaries. These transactions were recorded as a reduction of selling, general and administration expense.

Contingencies

The Company has not filed its Illinois franchise returns for 2012, 2011, 2010 and 2009 or paid its franchise tax for those years. During the second quarter the Company filed and paid its franchise taxes for 2009 and 2010 for Delaware. The Company determined that it had over accrued for those periods by approximately $44,000, which was reversed and is shown as a reduction in selling, general & administrative expenses. The Company believes that it has made adequate provision for the liability including penalties and interest.

Note 8 Subsequent Event

Subsequent to June 30, 2013, the Company sold 12,500,000 shares of restricted, unregistered common stock to qualified investors for $250,000, or $0.02 per share.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Caution Regarding Forward-Looking Statements

This report contains “forward-looking statements” – that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” or “will.” These forward-looking statements are not guarantees and are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. For us, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include: our ability to raise capital; our ability to retain key employees; our ability to engage third party distributors to sell our products; economic conditions; technological advances in the medical field; demand and market acceptance risks for new and existing products, technologies, and healthcare services; the impact of competitive products and pricing; U.S. and international regulatory, trade, and tax policies; product development risks, including technological difficulties; ability to enforce patents; and foreseeable and unforeseeable foreign regulatory and commercialization factors, our ability to develop new products and respond to technological changes in the markets in which we compete, our ability to obtain government approvals of our products, our ability to market our products, changes in third-party reimbursement procedures, and such other factors that may be identified from time to time in our Securities and Exchange Commission ("SEC") filings and other public announcements including those set forth under the caption “Risk Factors” in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2012. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the foregoing. Readers are cautioned not to place undue reliance on our forward-looking statements, as they speak only as of the date made. Except as required by law, we assume no duty to update or revise our forward-looking statements.

Overview of CytoCore, Inc.

Cytocore, Inc. (the “Company,” “we” or “us”) is developing an integrated family of cost-effective products for the detection, diagnosis and treatment of cancer under the trade name of CytoCore Solutions^®. Currently, we have one of our own products for sale – our SoftPap collector. We are developing, and plan to sell an integrated family of cost-effective products for the detection, diagnosis and treatment of cancer under the trade name of CytoCore Solutions®. Our products are intended to address sample collection, specimen preparation, specimen evaluation (including detection/screening and diagnosis), and patient treatment and monitoring within vertical markets related to specific cancers. Current CytoCore Solutions products are focused upon cervical cancer. We plan to expand our focus to include other gynecological cancers as well as bladder, lung and breast cancers, among others. Within each of these markets, we anticipate that the CytoCore Solutions products will be sold as individual value-added drop-in replacements for existing products and as integrated systems that improve the efficiency and effectiveness of clinical and laboratory operations.

10

The science of medical diagnostics has advanced significantly during the past decade. Much of this advance has come as a result of new knowledge of the human genome and related proteins, which form the foundation of cell biology and the functioning of the human body. Our goal is to utilize this research as a base to develop screening and diagnostic testing products for cancer and cancer-related diseases. We believe that the success of these products will improve patient care through more accurate test performance, wider product availability and more cost-effective service delivery. We have developed the SoftPAP®, a sample collection device approved by the U.S. Food and Drug Administration, and are licensed to sell the PadKitÔ collection device and GluCyteÔ cell preservative. We are focusing on the development and testing of cocktail assay markers and stains for use with the Company’s Automated Image Proteomic System (AIPSÔ) to screen for various cancers.

The Company has also began marketing and selling a companion product which is designed to detect breast cancer. This product is manufactured by a third party.

Our strategy is to develop products through internal development processes, strategic partnerships, licenses and acquisitions. This strategy has required and will continue to require additional capital. As a result, we will incur substantial operating losses until we are able to successfully market our products.

Outlook

We have incurred significant losses since inception. Management expects that significant on-going operating expenditures will be necessary to successfully implement our business plan and develop, manufacture and market our products. Implementation of our plans and our ability to continue as a going concern will depend upon our ability to increase sales of our products, develop new products, and raise substantial additional capital. During the year ended December 31, 2012, we raised approximately $639,000 through advances from related parties. During the six months ended June 30, 2013, we raised approximately $145,000 through advances from related parties and $30,000 from the sale of our common stock.

If we are unable to obtain additional capital or generate profitable sales revenues, we may be required to curtail product development and other activities and in the extreme case, cease operations. No assurances can be given about our ability to obtain capital. The consolidated financial statements presented herein do not include any adjustments that might result from the outcome of this uncertainty.

Critical Accounting Policies and Changes to Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Management believes that it is reasonably possible that the following material estimates affecting the financial statements could significantly change in the coming year: (1) estimates concerning the method of depreciation or the useful life of the equipment used in the production of SoftPAP collection kits, and (2) estimates as to the valuation allowance for the amounts recorded and held as property and equipment.

There have been no material changes in our critical accounting policies or critical accounting estimates since December 31, 2012, nor have we adopted any accounting policy that has or will have a material impact on our consolidated financial statements. For further discussion of our critical accounting policies, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, including the notes to our consolidated financial statements included therewith, as filed with the SEC.

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Results of Operations

The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements presented in Part I, Item 1 of this Quarterly Report and the notes thereto, and our audited consolidated financial statements and notes thereto, as well as our Management’s Discussion and Analysis, contained in our Annual Report on Form 10-K for the year ended December 31, 2012.

Three Months Ended June 30, 2013 as compared to Three Months Ended June 30, 2012

Revenue

Revenues for the three months ended June 30, 2013 decreased $102,000, or 96%, to $4,000 from $106,000 for the three months ended June 30, 2012. This decrease is due to a reduction in sales totaling $101,000 of the collection system relating to the detection of breast cancer, which we are selling on behalf of another company, and a reduction in sales totaling $1,000 of our SoftPAP product.

Costs and Expenses

Cost of Revenues

There was no cost of revenues for the quarter ended June 30, 2013 since we had no product sales during the quarter. Cost of revenues was $54,000 for the quarter ended June 30, 2012.

Research and Development

For the three months ended June 30, 2013, our research and development (“R&D”) expenses were $68,000, a $41,000, or 38%, decrease from R&D expenses of $109,000 for the corresponding period in 2012. Of this decrease, $36,000 related from a decrease in fees paid to medical consultants, $9,000 related to a decrease in payroll costs and $1,000 related to an decrease in depreciation expense, which was partially offset by a increase of $5,000 in project expenses.

R&D expenses consist primarily of costs related to specific development programs with scientists and researchers and expenses incurred by engineers and researchers at our Chicago facility.

Selling, General and Administrative

For the three months ended June 30, 2013, selling, general and administrative expenses (“SG&A”) were $344,000 before an adjustment of trade debt totaling $180,000, an adjustment relating to the liquidation of our subsidiaries totaling $149,000 and an adjustment for an accrual for franchise taxes totaling $37,000, resulting in a net gain of $22,000. The SG&A expenses represent a $347,000, or 107%, decrease from SG&A expenses of $325,000 for the corresponding period in 2012. Of this $347,000 decrease, $36,000 consisted of reduced depreciation expense, $15,000 consisted of lower administrative payroll costs, $180,000 consisted of the adjustment of trade debt, $149,000 consisted of the adjustment relating to the liquidation of our subsidiaries and $64,000 consisted of a reduction in the franchise tax expense. These decreases were partially offset by an increase in professional fees of $18,000, an increase in travel expenses of $2,000, an increase in transfer agent fees of $14,000, an increase in marketing costs of $43,000 and an increase in investor relations of $17,000, an increase in insurance costs of $2,000 and an increase in other costs totaling $1,000.

Other Income (Expense)

Interest expense decreased $25,000 to $35,000 for the three month period ended June 30, 2013 from $60,000 for the three month period ended June 30, 2012. Of this decrease, $23,000 relates to the non-cash charge for related party advances and a decrease in other interest expense of $2,000.

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Net Loss

The net loss from operations for the three-month period ended June 30, 2013 was $77,000, as compared to $442,000 for the corresponding period in 2012, a decrease of $365,000, or 83%. This decrease resulted from a reduction in R&D expense, SG&A expenses and interest expenses, partially offset by a decrease in revenues.

The net loss applicable to common stockholders, which reflects the unpaid and undeclared preferred stock dividends from the period, decreased to $143,000 for the quarter ended June 30, 2013 from $588,000 for the quarter ended June 30, 2012, a decrease of $445,000, or 76%. The net loss per common share for each of the three month periods ended June 30, 2013 and June 30, 2012 was $0.00 and $0.01 per share, respectively, on 124,514,059 and 70,643,522 weighted average common shares outstanding, respectively.

Six Months Ended June 30, 2013 as compared to Six Months Ended June 30, 2012

Revenue

Revenues for the six months ended June 30, 2013 decreased $116,000, or 89%, to $14,000 from $130,000 for the six months ended June 30, 2012. This decrease is due to sales totaling $112,000 of the collection system relating to the detection of breast cancer, which we are selling on behalf of another company, and the sale totaling $2,000 of our SoftPAP product, a reduction in licensing fees of $2,000.

Costs and Expenses

Cost of Revenues

Cost of revenues was $6,000 for the six months ended June 30, 2013, a $63,000 or 91% decrease from 69,000 for the six months ended June 30, 2012 This decrease is due to lower sales.

Research and Development

For the six months ended June 30, 2013, our R&D expenses were $149,000, a $33,000, or 18%, decrease from $182,000 for the corresponding period in 2012. Of this decrease, $27,000 related to a decrease in fees paid to consultants, $3,000 related to a decrease in depreciation expense and $9,000 related to an decrease in payroll expense, partially offset by an increase in project expenses of $6,000.

Selling, General and Administrative

For the six months ended June 30, 2013, SG&A were $682,000 before an adjustment of trade debt totaling $374,000, an adjustment relating to the liquidation of our subsidiaries of $149,000 and an adjustment for an accrual for franchise taxes totaling $217,000, resulting in a net gain of $58,000. The SG&A expenses represent an $843,000, or 107%, decrease from SG&A expenses of $785,000 for the corresponding period in 2012. Of this $843,000 decrease, depreciation expense decreased $63,000, marketing costs decreased $9,000, professional fees decreased $27,000, travel expenses decreased $4,000, administrative payroll cost decreased $21,000, an adjustment related of trade debt totaled $374,000, an adjustment relating to the liquidation of our subsidiaries totaled $149,000, and a franchise tax expense decreased $217,000. These decreases were partially offset by an increase in transfer agent fees of $13,000, rent expense of $3,000 and other costs of $5,000.

Other Income (Expense)

Interest expense decreased $19,000 to $98,000 for the six months ended June 30, 2013 from $117,000 for the six months ended June 30, 2012. Of this decrease, $15,000 relates to the non-cash charge for related party advances and $4,000 of other interest expense.

Net Loss

The net loss from operations for the six months ended June 30, 2013 was $181,000, as compared to $1,023,000 for the corresponding period in 2012, a decrease of $842,000, or 82%. Of this decrease, $842,000 resulted from a decrease in R&D and SG&A expenses and interest expense which was partially offset by an decrease in revenues.

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The net loss applicable to common stockholders, which reflects the unpaid and undeclared preferred stock dividends from the period, decreased to $313,000 for the six months ended June 30, 2013 from $1,155,000 for the six months ended June 30, 2012, a decrease of $842,000, or 73%. The net loss per common share for each of the six month periods ended June 30, 2013 and June 30, 2012 was $0.00 and $0.02 per share, respectively, on 169,049,356 and 68,903,645 weighted average common shares outstanding, respectively.

Liquidity and Capital Resources

To date, our capital resources and liquidity needs have been met from advances from related parties, and sales of our debt and equity securities to individual and institutional investors.

Research and development, clinical trials and other studies of the components of our CytoCore Solutions System, conversions from designs and prototypes into products and product manufacturing, sales and marketing efforts, medical consultants and advisors, and research, administrative and executive personnel are and will continue to be the principal basis for our cash requirements. We have obtained operating funds for the business since inception through private offerings of debt and equity securities to U.S. accredited and foreign investors. We will be required to make additional offerings in the future to support our operations until we are able to generate sufficient income from the sale of our products. We used $214,000 for operating activities during the six months ended June 30, 2013 compared to $436,000 during the six months ended June 30, 2012. During the six months ending June 30, 2013, approximately $149,000 was incurred for R&D and approximately $64,000 was incurred for SG&A functions.

We did not engage any investing activity during the six months ended June 30, 2013. At this time, we have no other material commitments for capital expenditures during the remainder of the 2013 fiscal year.

We were able to raise proceeds of $145,000 through advances from related parties and $30,000 from the sale of our common stock during the six months ended June 30, 2013. The proceeds were used to develop our products and satisfy certain present and past obligations. At June 30, 2013, we did not have any cash on hand. We believe that our current cash resources will not be sufficient to fund operations for the next twelve months. We continue to meet with qualified investors and although no assurance can be given, we believe will be able to raise capital to fund operations in the immediate future until we can be self-sufficient through operations. . During July, 2013, we raised $250,000 from private investors through the issuance of 12,500,000 shares of our common stock. The securities were issued in a private placement transaction exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of SEC Regulation D, without payment of underwriting discounts or commissions to any person.

Our operations have been, and will continue to be, dependent upon management’s ability to raise operating capital through the issuance and sale of debt and equity securities and advances from related parties. We have incurred significant operating losses since inception of the business. We expect that significant on-going operating expenditures will be necessary to successfully implement our business plan and develop, manufacture and market our products. If we are unable to obtain adequate additional financing or generate profitable sales revenue, or negotiate a favorable settlement plan with creditors, we may be unable to continue our product development and other activities and may be forced to cease operations. The consolidated financial statements presented do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

As of June 30, 2013, we did not have any relationships with unconsolidated entities or financial partners, such as entities often referred to as structured finance or special purpose entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our chief executive officer, who also serves as our chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, the “Exchange Act”) as of the end of the period covered by this report. Based on that evaluation, our chief executive and chief financial officer has concluded that our disclosure controls and procedures were effective to provide reasonable assurance that the information we are required to disclose in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. Other Information

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuance of Common Stock for Cash

During the quarter ended June 30, 2013, the Company we sold 1,500,000 shares of restricted, unregistered common stock to a qualified investor for $30,000, or $0.02 per share. These shares have not yet been issued.

Issuance of Common Stock as Payment for Services

During the quarter ended June 30, 2013, we issued to two of our directors, Mauro Scimia (“Scimia”) and Xavier Carbonell (“Carbonell”), 902,764 and 919,234 shares of restricted, unregistered common stock, respectively, for consulting services rendered. We also issued 2,346,148 shares of restricted, unregistered common stock to a consultant for consulting services rendered.

Issuance of Common Stock as Settlement of Debt

During the quarter ended June 30, 2013, Robert McCullough, our Chief Executive Officer and Chief Financial Officer, converted $3,250,000 of debt owed to him into 162,500,000 shares of restricted, unregistered common stock at a price of $0.02 per share. As a result of this transaction, Mr. McCullough beneficially owns 167,690,706 shares of common stock equal to approximately 67% of our outstanding common stock.

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Also during the quarter ended June 30, 2013, we issued to two current independent directors, Alexander Milley and Dr. John Abeles, an aggregate 7,500,000 shares of restricted, unregistered common stock, respectively, for past directors fees totaling $150,000 or $0.02 per share. The Board also approved the issuance to a former director of 2,500,000 shares of restricted, unregistered common stock for payment of $50,000 in consulting services. These shares have not yet been issued

The shares issued to the Company’s CEO and members of the board of directors in the debt settlements described above were issued at a price higher than the trading price of the common stock the day the Board authorized the settlement. The Company has not treated the transaction as a troubled debt restructuring nor as an extinguishment of the debt, but as essentially a recapitalization of the Company, and therefore no gain or loss has been recorded on the difference in the fair value of the stock as it traded to the amount used to settle the debt.

Issuance of Common Stock as Payment for Employee Compensation

During the three months ended June 30, 2013, the Company issued to Augusto Ocana (“Ocana”), a director and vice president of the Company, 1,805,528 shares of restricted, unregistered common stock, for services rendered.

We issued all of the foregoing securities in reliance on the safe harbor and exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for sales to a limited number of accredited investors, employees, service providers, or creditors with whom we had prior relationships, without engaging in any general solicitation, and without payment of underwriter discounts or commissions to any person.

Item 3.Defaults upon Senior Securities

As of June 30, 2013, we failed to make the required principal and interest payments, constituting events of default, on the $21,000 Ventana Medical Systems, Inc. promissory note. The note requires the holder to notify us in writing of a declaration of default at which time a cure period, as specified in the note, would commence. There is no guarantee that we will be able to cure any event of default if, or when, the holder provides the required written notice.

Item 6. Exhibits

Exhibit
Number	Description
10.1	Form of Securities Purchase subscription agreement to purchase common stock of the Company at $0.02 per share.
10.2	Letter Agreement between the Company and Robert McCullough, Jr. (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K, filed with the SEC on May 24, 2013)
31.1	Section 302 certification by principal executive and chief financial officer pursuant to Rules 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
32.1	Section 906 certification by principal executive 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.
101.INS**	XBRL Instance
101.SCH**	XBRL Taxonomy Extension Schema
101.CAL**	XBRL Taxonomy Extension Calculation
101.DEF**	XBRL Taxonomy Extension Definition
101.LAB**	XBRL Taxonomy Extension Labels
101.PRE**	XBRL Taxonomy Extension Presentation

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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, thereunto duly authorized.

CytoCore, Inc.

/s/ Robert F. McCullough, Jr.

Robert F. McCullough, Jr.

Chief Executive Officer and

Chief Financial Officer

Date: August 9, 2013

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EXHIBIT INDEX

Exhibit
Number	Description
31.1	Section 302 certification by principal executive and chief financial officer pursuant to Rules 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
32.1	Section 906 certification by principal executive 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.
101.INS**	XBRL Instance
101.SCH**	XBRL Taxonomy Extension Schema
101.CAL**	XBRL Taxonomy Extension Calculation
101.DEF**	XBRL Taxonomy Extension Definition
101.LAB**	XBRL Taxonomy Extension Labels
101.PRE**	XBRL Taxonomy Extension Presentation

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EX-10.1

Exhibit 10.1

CYTOCORE, INC.

Securities Purchase Agreement

CONFIDENTIAL INFORMATION

The offeree, by accepting the SECURITIES Purchase Agreement, and ANY other Documents relating to THIS PRIVATE PLACEMENT, acknowledges and agrees that: (i) the FORGOING Documents have been furnished to the offeree on a confidential basis solely for the purpose of enabling the offeree to evaluate the Offering; (ii) that the offeree may not further distribute the FORGOING documents without the prior written consent of the Company, except to the Offeree’s legal, financial or other personal advisors, if any, who will use the FORGOING Documents on the Offeree’s behalf solely for purposes of evaluating the Offering; (iii) any reproduction or distribution of the FORGOING Documents, in whole or in part, or the direct or indirect disclosure of the contents of the FORGOING Documents for any other purpose without the prior written consent of the Company is prohibited; and (iv) the Offeree shall be bound by all terms and conditions specified in the FORGOING documents.

NOTICE TO OFFEREES

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS SECURITIES PURCHASE AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THE SECURITIES ARE BEING SOLD FOR INVESTMENT PURPOSES ONLY, WITHOUT A VIEW TO RESALE OR DISTRIBUTION THEREOF, AND MAY NOT BE TRANSFERRED, RESOLD OR OFFERED FOR RESALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND EFFECTIVE REGISTRATION OR QUALIFICATION UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, OR THE AVAILABILITY OF AN EXEMPTION THEREFROM.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR THE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS SECURITIES PURCHASE AGREEMENT OR ANY OTHER DOCUMENT RELATED TO THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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ANY INVESTMENT IN THE SECURITIES OFFERED HEREBY SPECULATIVE, INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY SOPHISTICATED INVESTORS WHO ARE PREPARED TO BEAR THE ECONOMIC RISK OF SUCH INVESTMENT FOR AN INDEFINITE PERIOD AND BE ABLE TO WITHSTAND A TOTAL LOSS OF INVESTMENT. INVESTORS SHOULD CAREFULLY REVIEW THE SECURITIES PURCHASE AGREEMENT AND THE EXHIBITS HERETO, IN ADDITION TO THEIR OWN INVESTIGATION AND DUE DILIGENCE OF THE COMPANY AND THE TERMS OF THIS OFFERING.

YOU SHOULD ASSUME THAT THE INFORMATION CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT, INCLUDING THE EXHIBITS ATTACHED HERETO, IS ACCURATE AS OF THE DATE ON THE FRONT OF THIS SECURITIES PURCHASE AGREEMENT, REGARDLESS OF THE TIME OF DELIVERY OF THIS SECURITIES PURCHASE AGREEMENT OR OF ANY SALE OF SECURITIES HEREUNDER. NEITHER THE DELIVERY OF THIS SECURITIES PURCHASE AGREEMENT NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY AFTER THE DATE HEREOF.

THIS SECURITIES PURCHASE AGREEMENT DOES NOT PURPORT TO BE ALL-INCLUSIVE OR TO CONTAIN ALL OF THE INFORMATION THAT A PROSPECTIVE INVESTOR MAY DESIRE IN INVESTIGATING THE COMPANY. EACH INVESTOR MUST CONDUCT AND RELY ON ITS OWN EVALUATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED, IN MAKING AN INVESTMENT DECISION WITH RESPECT TO THE SECURITIES. CERTAIN PROVISIONS OF VARIOUS AGREEMENTS AND DOCUMENTS ARE SUMMARIZED IN THIS SECURITIES PURCHASE AGREEMENT, PROSPECTIVE INVESTORS SHOULD NOT ASSUME THAT THE SUMMARIES ARE COMPLETE AND SUCH SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE COMPLETE TEXT OF SUCH AGREEMENTS AND DOCUMENTS.

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

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FORWARD LOOKING STATEMENTS

All statements contained herein other than statements of historical facts are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. We have attempted to identify any forward-looking statements by using words such as “anticipates,” “believes,” “could,” “expects,” “intends,” “may,” “should” and other similar expressions. These statements are based upon our current expectations and speak only as of the date hereof. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Such statements are not guarantees of future performance or events and are subject to known and unknown risks and uncertainties that could cause our actual results, events or financial position to differ materially and adversely from those expressed in such forward-looking statements. Such factors include, but are not limited to: our ability to raise capital; our ability to retain key employees; our ability to engage third party distributors to sell our products; economic conditions; technological advances in the medical field; demand and market acceptance risks for new and existing products, technologies, and healthcare services; the impact of competitive products and pricing; U.S. and international regulatory, trade, and tax policies; product development risks, including technological difficulties; ability to enforce patents; and foreseeable and unforeseeable foreign regulatory and commercialization factors; our ability to develop new products and respond to technological changes in the markets in which we compete; our ability to obtain government approvals of our products; our ability to market our products; changes in third-party reimbursement procedures; and other factors disclosed in our annual report on Form 10-K for the year ended December 31, 2012 and other filings with the SEC. We undertake no obligation to revise or update any forward-looking statements for any reason.

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ADDITIONAL INFORMATION

Cytocore, Inc. (the “Company”) files annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended. Reports, statements or other information that we file with the SEC are available to the public at the SEC’s Website at http://www.sec.gov. The following documents that we have previously filed with the SEC are incorporated by reference into this Agreement:

· Annual Report on SEC Form 10-K for the year ended December 31, 2012;

· Quarterly Report on SEC Form 10-Q for the quarter ended March 31, 2013; and

· Current Reports on SEC Form 8-K dated May 24, 2013; and

· Any Annual Report on SEC Form 10-K, Quarterly Report on Form 10-Q, or Current Report on SEC Form 8-K filed with the SEC after June 20, 2013 and before the date this agreement is executed.

The information incorporated by reference into this agreement is an important part of this Agreement. Any statement contained in a document incorporated by reference into this Agreement shall be deemed to be modified or superseded for the purposes of this Agreement to the extent that a statement contained herein or in any other subsequently filed document modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Agreement.

The Company will provide to each person to whom this Agreement is sent, upon the written or oral request of such person, a copy of any or all of the documents referred to above that have been incorporated by reference into this agreement but not delivered with this agreement. You may make such requests at no cost to you by writing or telephoning us at the following address or number:

Cytocore, Inc.

414 N. Orleans St., Suite 510

Chicago, Illinois 60654

Attention: Chief Executive Officer

(312) 222-9550

You should rely only on the information contained in this Agreement or incorporated by reference into this Agreement. The Company has not authorized anyone to provide you with different information. You should not assume that the information in this Agreement is accurate as of any date other than the date on the cover of this Agreement or that the information incorporated by reference into this Agreement is accurate as of any date other than the date set forth on the front of the document containing such information.

iv

CONFIDENTIAL

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated on and as of the latest date set forth on the signature page hereto, by and between Cytocore, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereof (“Purchaser”).

RECITALS:

WHEREAS, Purchaser desires to purchase and the Company desires to sell securities on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises hereof and the agreements set forth herein below, the parties hereto hereby agree as follows:

1.           Sale and Purchase of Securities.

(a)          Purchase and Sale. Subject to the terms and conditions hereof, the Company agrees to sell, and Purchaser irrevocably subscribes for and agrees to purchase, the number of Shares set forth on the signature page of this Agreement at a purchase price $0.02 per Share. The aggregate purchase price for the Shares shall be as set forth on the signature page hereto (the “Aggregate Purchase Price”) and shall be payable upon execution hereof by check or wire transfer of immediately available funds as set forth below.

(b)          Subscription Procedure. In order to purchase Shares, Purchaser shall deliver to the Company at 414 N. Orleans St., Suite 510, Chicago, Illinois 60654: Chief Executive Officer: (i) one completed and duly executed copy of this Agreement; and (ii) immediately available funds, or a certified check or bank check, in an amount equal to the Aggregate Purchase Price. Execution and delivery of this Agreement shall constitute an irrevocable subscription for that number of Shares set forth on the signature page hereto. Payment for the Shares may be made by wire transfer to:

[Insert Wire Instructions]

or by check made payable to: “Cytocore, Inc.” Receipt by the Company of funds wired, or deposit and collection by the Company of the check tendered herewith, will not constitute acceptance of this Agreement by the Company. The Shares subscribed for will not be deemed to be issued to, or owned by, Purchaser until the Company has executed this Agreement. All funds tendered by Purchaser will be held by the Company pending acceptance or rejection of this Agreement by the Company and the closing of Purchaser’s purchase of Shares. This Agreement will either be accepted by the Company, in whole or in part, in its sole discretion, or rejected by the Company as promptly as practicable. If this Agreement is accepted only in part, Purchaser agrees to purchase such smaller number of Shares as the Company determines to sell to Purchaser. If this Agreement is rejected for any reason, this Agreement and all funds tendered herewith will be promptly returned to Purchaser, without interest or deduction of any kind, and this Agreement will be void and of no further force or effect.

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(c)          Closing. Upon the Company’s execution of this Agreement, the subscription evidenced hereby will, in reliance upon Purchaser’s representations and warranties contained herein, be accepted by the Company. Upon acceptance of this Agreement, by the Company, the Company will issue the certificates for the Shares.

(d)          Use of Proceeds. The Company intends to use the net proceeds for general working capital purposes.

2.           Representations and Warranties of Purchaser. Purchaser represents and warrants to the Company as follows:

(a)          Organization and Qualification.

(i)          If Purchaser is an entity, Purchaser is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with the corporate or other entity power and authority to own and operate its business as presently conducted, except where the failure to be or have any of the foregoing would not have a material adverse effect on Purchaser, and Purchaser is duly qualified as a foreign corporation or other entity to do business and is in good standing in each jurisdiction where the character of its properties owned or held under lease or the nature of their activities makes such qualification necessary, except for such failures to be so qualified or in good standing as would not have a material adverse effect on it.

(ii)         If Purchaser is an entity, the address of its principal place of business is as set forth on the signature page hereto, and if Purchaser is an individual, the address of its principal residence is as set forth on the signature page hereto.

(b)          Authority; Validity and Effect of Agreement.

(i)          If Purchaser is an entity, Purchaser has the requisite corporate or other entity power and authority to execute and deliver this Agreement and perform its obligations under this Agreement. The execution and delivery of this Agreement by Purchaser, the performance by Purchaser of its obligations hereunder, and all other necessary corporate or other entity action on the part of Purchaser have been duly authorized by its board of directors or similar governing body, and no other corporate or other entity proceedings on the part of Purchaser is necessary for Purchaser to execute and deliver this Agreement and perform its obligations hereunder.

(ii)         This Agreement has been duly and validly authorized, executed and delivered by Purchaser and, assuming each has been duly and validly executed and delivered by the Company, each constitutes a legal, valid and binding obligation of Purchaser, in accordance with its terms.

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(c)          No Conflict; Required Filings and Consents. Neither the execution and delivery of this Agreement by Purchaser nor the performance by Purchaser of its obligations, hereunder will: (i) if Purchaser is an entity, conflict with Purchaser’s certificate of incorporation or bylaws, or other similar organizational documents; (ii) violate any statute, law, ordinance, rule or regulation, applicable to Purchaser or any of the properties or assets of Purchaser; or (iii) violate, breach, be in conflict with or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or permit the termination of any provision of, or result in the termination of, the acceleration of the maturity of, or the acceleration of the performance of any obligation of Purchaser under, or result in the creation or imposition of any lien upon any properties, assets or business of Purchaser under, any material contract or any order, judgment or decree to which Purchaser is a party or by which it or any of its assets or properties is bound or encumbered except, in the case of clauses (ii) and (iii), for such violations, breaches, conflicts, defaults or other occurrences which, individually or in the aggregate, would not have a material adverse effect on its obligation to perform its covenants under this Agreement.

(d)          Accredited Investor.         Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act. If Purchaser is an entity, Purchaser was not formed for the specific purpose of acquiring the Shares, and, if it was, all of Purchaser’s equity owners are “accredited investors” as defined above.

(e)          No Government Review. Purchaser understands that neither the United States Securities and Exchange Commission (“SEC”) nor any securities commission or other governmental authority of any state, country or other jurisdiction has approved the issuance of the Shares or passed upon or endorsed the merits of this Agreement, the Shares, or any of the other documents relating to the transactions contemplated hereby, or confirmed the accuracy of, determined the adequacy of, or reviewed this Agreement, the Shares or such other documents.

(f)          Investment Intent. The Shares are being acquired for the Purchaser’s own account for investment purposes only, not as a nominee or agent and not with a view to the resale or distribution of any part thereof, and Purchaser has no present intention of selling, granting any participation in or otherwise distributing the same. By executing this Agreement, Purchaser further represents that Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or third person with respect to any of the Shares.

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(g)          Restrictions on Transfer. Purchaser understands that the Shares are “restricted securities” as such term is defined in Rule 144 under the Securities Act and have not been registered under the Securities Act or registered or qualified under any state securities law, and may not be, directly or indirectly, sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and registration or qualification under applicable state securities laws or the availability of an exemption therefrom. In any case where such an exemption is relied upon by Purchaser from the registration requirements of the Securities Act and the registration or qualification requirements of such state securities laws, Purchaser shall furnish the Company with an opinion of counsel stating that the proposed sale or other disposition of such securities may be effected without registration under the Securities Act and will not result in any violation of any applicable state securities laws relating to the registration or qualification of securities for sale, such counsel and opinion to be satisfactory to the Company. Purchaser acknowledges that it is able to bear the economic risks of an investment in the Shares for an indefinite period of time, and that its overall commitment to investments that are not readily marketable is not disproportionate to its net worth. In the event that the Purchaser desires to transfer the Shares in reliance on the provisions of Rule 144 or other exemption from the registration requirements of the Securities Act and the registration or qualification requirements of any state securities laws, the Purchaser shall furnish the Company with a certificate containing factual representations in substantially the form attached as Annex A hereto and such other additional representations that may be reasonably requested by the Company. Upon receipt of such certificate, and assuming that all other conditions imposed by law or regulation to reliance on such exemption have been satisfied (for example, the Company being current in its filings with the SEC, the Company shall cause its counsel to deliver a legal opinion stating that the proposed sale or other disposition of such securities may be effected without registration under the Securities Act and will not result in any violation of any applicable state securities laws relating to the registration or qualification of securities for sale.

(h)          Investment Experience. Purchaser has such knowledge, sophistication and experience in financial, tax and business matters in general, and investments in securities in particular, that it is capable of evaluating the merits and risks of this investment in the Shares, and Purchaser has made such investigations in connection herewith as it deemed necessary or desirable so as to make an informed investment decision without relying upon the Company for legal or tax advice related to this investment. In making its decision to acquire the Shares, Purchaser has not relied upon any information other than information provided to Purchaser by the Company or its representatives and contained herein.

(i)          Access to Information. Purchaser acknowledges that it has had access to and has reviewed all documents and records relating to the Company, including, but not limited to, the Company’s Annual Report on SEC Form 10-K for the year ended December 31, 2012, the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2013, any Annual Report on SEC Form 10-K, Quarterly Report on SEC Form 10-Q, or Current Report on SEC Form 8-K filed with the SEC after June 20, 2013 and before the date this Agreement is executed (as such documents have been amended since the date of their filing, collectively, the “Company SEC Documents”), that it has deemed necessary in order to make an informed investment decision with respect to an investment in the Securities; that it has had the opportunity to ask representatives of the Company certain questions and request certain additional information regarding the terms and conditions of such investment and the finances, operations, business and prospects of the Company and has had any and all such questions and requests answered to its satisfaction; and that it understands the risks and other considerations relating to such investment. Purchaser understands any statement contained in the Company SEC Documents shall be deemed to be modified or superseded for the purposes of this Agreement to the extent that a statement contained herein or in any other document subsequently filed with the SEC modifies or supersedes such statement.

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(j)          Reliance on Representations. Purchaser understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities. Purchaser represents and warrants to the Company that any information that Purchaser has heretofore furnished or furnishes herewith to the Company is complete and accurate, and further represents and warrants that it will notify and supply corrective information to the Company immediately upon the occurrence of any change therein occurring prior to the Company’s issuance of the Shares. Within five (5) days after receipt of a request from the Company, Purchaser will provide such information and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is subject.

(k)          No General Solicitation. Purchaser is unaware of, and in deciding to participate in the transactions contemplated hereby is in no way relying upon, and did not become aware of this private placement through or as a result of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media, or broadcast over television or radio or the internet, in connection with the transactions contemplated hereby.

(l)          Placement and Finder’s Fees. No agent, broker, investment banker, finder, financial advisor or other person acting on behalf of Purchaser or under its authority is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly, in connection with the transactions contemplated hereby, and no person is entitled to any fee or commission or like payment in respect thereof based in any way on agreements, arrangements or understanding made by or on behalf of Purchaser.

(m)          Investment Risks. Purchaser understands that purchasing Shares in the private placement will subject Purchaser to certain risks, including, but not limited to, those set forth in the Company SEC Documents as well as each of the following:

(i)          The offering price of the Shares offered hereby has been determined solely by the Company and does not necessarily bear any relationship to the value of the Company’s assets, current or potential earnings of the Company, or any other recognized criteria used for measuring value and, therefore, there can be no assurance that the offering price of the Shares is representative of the actual value of the Shares.

(ii)         In order to capitalize the Company, execute its business plan, and for other corporate purposes, the Company has issued, and expects to issue additional shares of Common Stock, securities exercisable or convertible into shares of Common Stock, or debt. Such securities have been and may be issued for a purchase price consisting of cash, services or other consideration that may be materially different than the purchase price of the Shares. The issuance of any such securities may result in substantial dilution to the relative ownership interests of the Company’s existing shareholders and substantial reduction in net book value per share. Additional equity securities may have rights, preferences and privileges senior to those of the holders of Common Stock, and any debt financing may involve restrictive covenants that may limit the Company’s operating flexibility.

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(iii)        An investment in the Shares may involve certain material legal, accounting and federal and state tax consequences. Purchaser should consult with its legal counsel, accountant and/or business adviser as to the legal, accounting, tax and related matters accompanying such an investment.

(n)          Legends. The certificates and agreements evidencing the Shares shall have endorsed thereon the following legend (and appropriate notations thereof will be made in the Company’s stock transfer books), and stop transfer instructions reflecting these restrictions on transfer will be placed with the transfer agent of the Shares:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES REPRESENTED HEREBY HAVE BEEN TAKEN BY THE REGISTERED OWNER FOR INVESTMENT, AND WITHOUT A VIEW TO RESALE OR DISTRIBUTION THEREOF, AND MAY NOT BE SOLD, TRANSFERRED OR DISPOSED OF WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OR DISPOSITION DOES NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED, THE RULES AND REGULATIONS THEREUNDER OR OTHER APPLICABLE SECURITIES LAWS.

(o)          Purchaser is directed to review the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) website at www.treas.gov. before making the following representations. Purchaser represents that no part of the Aggregate Purchase Price set forth on the signature page hereto was directly or indirectly derived from activities that may contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. Federal regulations and executive orders administered by OFAC prohibit, among other things, the engagement in transaction with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found at the OFAC website. In addition, the programs administered by OFAC prohibit dealing with individuals or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists. Purchaser hereby represents that none of the following is named on the OFAC list, nor is a person or entity prohibited under the OFAC programs: (i) the Purchaser, (ii) any person controlling or controlled by the Purchaser, (iii) if the undersigned is an entity, any person having a beneficial interest in the Purchaser, or (iv) any person for whom the undersigned is acting as agent or nominee in connection with this investment. The Purchaser understands and acknowledges that, by law, the Company may be required to disclose the identity of the Purchaser to OFAC.

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(p)          The Purchaser acknowledges that due to anti-money laundering regulations within their respective jurisdictions, the Company and/or any person acting on behalf of the Company may require further documentation verifying the Purchaser’s identity and the source of funds used to purchase Shares before this Agreement can be accepted. The Purchaser further agrees to provide the Company at any time with such information as the Company determines to be necessary and appropriate to verify compliance with the anti-money laundering regulations of any applicable jurisdiction or to respond to requests for information concerning the identity of the Purchaser from any governmental authority, self-regulatory organization or financial institution in connection with its anti-money laundering compliance procedures, and to update such information as necessary.

(q)          Short Sales and Confidentiality Prior to the Date Hereof. Other than the transaction contemplated hereunder, Purchaser has not directly or indirectly, nor has any person acting on behalf of or pursuant to any understanding with Purchaser, executed any disposition, including Short Sales (as such term is defined in Rule 200 of Regulation SHO under the Exchange Act), in the securities of the Company during the period commencing from the time that Purchaser first received a term sheet (written or oral) from the Company or any other person setting forth the material terms of the transactions contemplated hereunder or this Agreement until the date hereof (“Discussion Time”).  Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.  Other than to other persons party to this Agreement, Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

3.           Representations and Warranties of the Company. The Company represents and warrants to Purchaser as follows:

(a)          Organization and Qualification. The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware, with the corporate power and authority to own and operate its business as presently conducted, except where the failure to be or have any of the foregoing would not have a material adverse effect on the Company. The Company is duly qualified as a foreign corporation or other entity to do business and is in good standing in each jurisdiction where the character of its properties owned or held under lease or the nature of their activities makes such qualification necessary, except for such failures to be so qualified or in good standing as would not have a material adverse effect on the Company.

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(b)          Authority; Validity and Effect of Agreement.

(i)          The Company has the requisite corporate power and authority to execute and deliver this Agreement, perform its obligations hereunder, and conduct the transactions contemplated hereby. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder, the transactions contemplated thereby and all other necessary corporate action on the part of the Company have been duly authorized by its board of directors, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the transactions contemplated thereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming that it has been duly authorized, executed and delivered by Purchaser, it constitutes a legal, valid and binding obligation of the Company, in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

(ii)         The Shares have been duly authorized and, when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable with no personal liability resulting solely from the ownership of such Shares and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company.

(c)          No Conflict; Required Filings and Consents. Neither the execution and delivery of this Agreement by the Company nor the performance by the Company of its obligations hereunder will: (i) conflict with the Company’s certificate of incorporation or bylaws; (ii) violate any statute, law, ordinance, rule or regulation, applicable to the Company or any of the properties or assets of the Company; or (iii) violate, breach, be in conflict with or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or permit the termination of any provision of, or result in the termination of, the acceleration of the maturity of, or the acceleration of the performance of any obligation of the Company, or result in the creation or imposition of any lien upon any properties, assets or business of the Company under, any material contract or any order, judgment or decree to which the Company is a party or by which it or any of its assets or properties is bound or encumbered except, in the case of clauses (ii) and (iii), for such violations, breaches, conflicts, defaults or other occurrences which, individually or in the aggregate, would not have a material adverse effect on its obligation to perform its covenants under this Agreement.

(d)          SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Purchaser, true and complete copies of all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act. In addition, the Company has incorporated by reference into this Agreement the Company SEC Documents.

4.           Indemnification. Purchaser agrees to indemnify, defend and hold harmless the Company and its respective affiliates and agents from and against any and all demands, claims, actions or causes of action, judgments, assessments, losses, liabilities, damages or penalties and reasonable attorneys’ fees and related disbursements incurred by the Company that arise out of or result from a breach of any representations or warranties made by Purchaser herein, and Purchaser agrees that in the event of any breach of any representations or warranties made by Purchaser herein, the Company may, at its option, forthwith rescind the sale of the Shares to Purchaser.

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5.           Confidentiality. Purchaser acknowledges and agrees that:

(a)          Certain of the information contained herein is of a confidential nature and may be regarded as material non-public information under Regulation FD of the Securities Act.

(b)          This Agreement has been furnished to Purchaser by the Company for the sole purpose of enabling Purchaser to consider and evaluate an investment in the Company, and will be kept confidential by Purchaser and not used for any other purpose.

(c)          Until the time the information contained herein has been adequately disseminated to the public, the existence of this Agreement and the information contained herein shall not, without the prior written consent of the Company, be disclosed by Purchaser to any person or entity, other than Purchaser’s personal financial and legal advisors for the sole purpose of evaluating an investment in the Company, and Purchaser will not, directly or indirectly, disclose or permit Purchaser’s personal financial and legal advisors to disclose, any of such information without the prior written consent of the Company.

(d)          Purchaser shall make its representatives aware of the terms of this Section 5 and to be responsible for any breach of this Agreement by such representatives.

(e)          Purchaser shall not, without the prior written consent of the Company, directly or indirectly, make any statements, public announcements or release to trade publications or the press with respect to the contents or subject matter of this Agreement.

(f)          If Purchaser decides to not pursue further investigation of the Company or to not participate in this private placement, Purchaser will promptly return this Agreement and any accompanying documentation to the Company.

6.           Non-Public Information. Purchaser acknowledges that certain information concerning the matters that are the subject matter of this Agreement constitute material non-public information under United States federal securities laws, and that United States federal securities laws prohibit any person who has received material non-public information relating to the Company from purchasing or selling securities of the Company, or from communicating such information to any person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell securities of the Company. Accordingly, until such time as any such non-public information has been adequately disseminated to the public, Purchaser shall not purchase or sell any securities of the Company, or communicate such information to any other person.

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7.           Short Sales.  Each Purchaser covenants that neither it nor any affiliate acting on its behalf or pursuant to any understanding with it will execute any Short Sales during the period commencing at the Discussion Time and ending at the earlier of: (i) the date on which a registration statement covering the resale of the Securities is effective under the Securities Act, or (ii) one (1) year from the date hereof.

8.           Entire Agreement; No Third Party Beneficiaries. This Agreement contains the entire agreement between the parties and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereto, and no party shall be liable or bound to any other party in any manner by any warranties, representations, guarantees or covenants except as specifically set forth in this Agreement. Purchaser acknowledges and agrees that, with the exception of the information contained in this Agreement, Purchaser did not rely upon any statements or information, whether oral or written, provided by the Company, or any of its officers, directors, employees, agents or representatives, in deciding to enter into this Agreement or purchase the Shares. Nothing in this Agreement, express or implied, is intended to confer upon any person other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

9.           Amendment and Modification. This Agreement may not be amended, modified or supplemented except by an instrument or instruments in writing signed by the Company and the Purchaser.

10.         Extensions and Waivers. At any time prior to the Closing, the parties hereto entitled to the benefits of a term or provision may (a) extend the time for the performance of any of the obligations or other acts of the parties hereto, (b) waive any inaccuracies in the representations and warranties contained herein or in any document, certificate or writing delivered pursuant hereto, or (c) waive compliance with any obligation, covenant, agreement or condition contained herein. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument or instruments in writing signed by the Company and the Purchaser. No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement.

11.         Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that no party hereto may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other party hereto. Except as provided in Section 4, nothing in this Agreement is intended to confer upon any person not a party hereto (and their successors and assigns) any rights, remedies, obligations or liabilities under or by reason of this Agreement.

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12.         Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 months from the Closing, except that the representations contained in Sections 2(a), 2(b), 3(a), and 3(b) shall survive indefinitely. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.

13.         Headings; Definitions. The Section headings contained in this Agreement are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement. All references to Sections contained herein mean Sections of this Agreement unless otherwise stated. All capitalized terms defined herein are equally applicable to both the singular and plural forms of such terms.

14.         Severability. If any provision of this Agreement or the application thereof to any person or circumstance is held to be invalid or unenforceable to any extent, the remainder of this Agreement shall remain in full force and effect and shall be reformed to render the Agreement valid and enforceable while reflecting to the greatest extent permissible the intent of the parties.

15.         Notices. All notices hereunder shall be sufficiently given for all purposes hereunder if in writing and delivered personally, sent by documented overnight delivery service or, to the extent receipt is confirmed, telecopy, telefax or other electronic transmission service to the appropriate address or number as set forth below:

If to the Company:

Cytocore, Inc.

414 N. Orleans St., Suite 510

Chicago, Illinois 60654

Fax: (312) 222-9550

Attention: Chief Executive Officer

with a copy to:

Fox Rothschild LLP

997 Lenox Drive

Building 3

Lawrenceville, New Jersey 08648-2311

Fax: (609) 896-1469

Attention: Vincent A. Vietti, Esquire

If to Purchaser:

To that address indicated on the signature page hereof.

16.         Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to the laws that might otherwise govern under applicable principles of conflicts of laws thereof, except to the extent that the General Corporation Law of the State of Delaware shall apply to the internal corporate governance of the Company.

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17.         Arbitration. If a dispute arises as to the interpretation of this Agreement, it shall be decided in an arbitration proceeding conforming to the Rules of the American Arbitration Association applicable to commercial arbitration then in effect at the time of the dispute. The arbitration shall take place in Chicago, Illinois. The decision of the arbitrators shall be conclusively binding upon the parties and final and such decision shall be enforceable as a judgment in any court of competent jurisdiction. The parties shall share equally the costs of the arbitration.

18.         Counterparts. This Agreement may be executed and delivered by facsimile in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.

[Signature page follows]

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IN WITNESS WHEREOF, intending to be legally bound, the parties hereto have caused this Agreement to be executed as of the date set forth below.

	PURCHASER
Date: ____________________, 2013	______________________________________
	By: ___________________________________
	Name: _____________________________
	Title: ______________________________
	Address:____________________________
	___________________________________
	___________________________________
	Phone:______________________________
	Social Security or Tax ID No.: _______________________
	Number of Shares Purchased: ____________
	Aggregate Purchase Price: $___________
	____ Shares @ $0.02 per Share
	Delivery Instructions (if different than Address):
	____________________________________
	____________________________________
	____________________________________
	CYTOCORE, INC.
Date:____________________, 2013
	By: ___________________________________
	Name: ______________________________
	Title: _______________________________

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ANNEX A

CERTIFICATE OF TRANSFEROR OF SECURITIES

In connection with the proposed transfer of shares of Common Stock (the “Shares”) of Cytocore, Inc. (the “Issuer”) pursuant to Rule 144 under the Securities Act of 1933, the undersigned (“Seller”) hereby represents and warrants as follows:

1. I am not an affiliate (as that term is defined in the Securities Act and the rules thereunder) of the Issuer and have not been an affiliate of the Issuer during the three (3) months preceding the date of this letter.

2. A period of at least six (6) months [one (1) year] has elapsed since the later of the date the

Shares were acquired from the Issuer or an affiliate of the Issuer (calculated in accordance with Rule 144 of the Securities Act).

3. The full purchase price for the Shares has been paid to the Issuer at least six (6) months [one (1)

year] prior to the date of this letter.

4. I am not aware of any facts or circumstances indicating that I am or might be deemed an underwriter within the meaning of the Securities Act with respect to such Shares. I am not individually or together with others engaged in making a distribution.

5. I am not transferring the Shares to close out a short position that was created less than one (1) year prior to the date of that certain Securities Purchase Agreement by and between the Issuer and the Seller dated ________, 201_.

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, Robert F. McCullough Jr., certify that:

(1) I have reviewed this quarterly report on Form 10-Q of CytoCore, Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Robert F. McCullough Jr.                   
Robert F. McCullough Jr.

Chief Executive Officer and 

Chief Financial Officer
Dated: August 9, 2013

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Cytocore, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2013, filed with the Securities and Exchange Commission (the “Report”), I, Robert McCullough, Jr., Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that, to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition as of the dates presented and the results of operations of the Company for the periods presented.

/s/ Robert F. McCullough, Jr.                       
Robert F. McCullough, Jr.

Chief Executive Officer and
Chief Financial Officer
Dated: August 9, 2013

XML

Notes Payable and Advances-related parties (Tables)

6 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

Notes Payable to Unrelated Parties

Notes payable to unrelated parties consist of: 

	June 30, 2013		December 31, 2012
	(Unaudited)
Robert Shaw, $25,000 Promissory Note issued September 20, 2001; interest    rate 9% per annum, due December 20, 2001.		15		15
Ventana Medical Systems, Inc. $62,946 Promissory Note issued    November 30, 2003; due December 31, 2003; interest rate 8% per annum    payable after December 31, 2003		21		21
Xillix Technologies Corporation $361,000 Promissory Note issued    June 26, 1998; Interest rate Canadian Prime plus 6% per annum, due    December 27, 1999; represents a debt of AccuMed		—		34
	$	36	$	70

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Net revenues	$ 4	$ 106	$ 14	$ 130
Operating expenses
Cost of revenues	0	54	6	69
Research and development	68	109	149	182
Selling, general and administrative, (net of adjustment of trade debt of $374,000, a reduction in accrued franchise tax of $217,000 and benefit from the liquidation of subsidiaries of $149,000 for the six months ended June 30, 2013)	(22)	325	(58)	785
Total operating expenses	46	488	97	1,036
Operating loss	(42)	(382)	(83)	(906)
Other income (expense)
Interest expense - related party	(33)	(56)	(94)	(109)
Interest expense	(2)	(4)	(4)	(8)
Total other income (expense)	(35)	(60)	(98)	(117)
Net loss	(77)	(442)	(181)	(1,023)
Preferred stock dividend	(66)	(66)	(132)	(132)
Net loss applicable to common stockholders	$ (143)	$ (508)	$ (313)	$ (1,155)
Basic and diluted net loss per common share	$ 0.00	$ (0.01)	$ 0.00	$ (0.02)
Basic and diluted weighted average number of common shares outstanding	124,514,059	70,643,522	169,049,356	68,903,645

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Accrued Expenses

6 Months Ended

Jun. 30, 2013

Payables and Accruals [Abstract]

Accrued expenses

 Note 4. Accrued Expenses

Accrued expenses include the following: 

	June 30, 2013		December 31, 2012
	(unaudited)
Accrued interest	$	28	$	65
Accrued franchise and other taxes		283		484
Accrued compensation		10		190
Other accrued expenses		145		164
Total	$	466	$	903

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Notes Payable and Advances-related parties (Parenthetical) (Detail) (USD $)	6 Months Ended	12 Months Ended
	Jun. 30, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Promissory note, interest rate	8.00%
Robert Shaw [Member]
Debt Instrument [Line Items]
Promissory note	$ 25,000	$ 25,000
Promissory note, date of issue	Sep. 20, 2001	Sep. 20, 2001
Promissory note, interest rate	9.00%	9.00%
Promissory note, due date	Dec. 20, 2001	Dec. 20, 2001
Ventana Medical Systems, Inc [Member]
Debt Instrument [Line Items]
Promissory note	62,946	62,946
Promissory note, date of issue	Nov. 30, 2003	Nov. 30, 2003
Promissory note, interest rate	8.00%	8.00%
Promissory note, due date	Dec. 31, 2003	Dec. 31, 2003
Xillix Technologies Corporation [Member]
Debt Instrument [Line Items]
Promissory note	$ 361,000	$ 361,000
Promissory note, date of issue	Jun. 26, 1998	Jun. 26, 1998
Promissory note, interest rate	6.00%	6.00%
Promissory note, due date	Dec. 27, 1999	Dec. 27, 1999

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Stockholders' Equity (Deficit) (Tables)

6 Months Ended

Jun. 30, 2013

Stockholders' Equity (Deficit) [Abstract]

Schedule of Calculation of Numerator and Denominator in Earnings Per Share

A reconciliation of the numerator and the denominator used in the calculation of loss per share is as follows: 

	June 30, 2013		June 30, 2012
	(unaudited)
Basic and Diluted:
Net loss applicable to common stockholder (in thousands)	$	(313)	$	(1,155)
Weighted average common shares outstanding		169,049,356		68,903,645
Net loss per common share	$	(0.00)	$	(0.02)

Summary of Company's Preferred Stock

A summary of the Company’s preferred stock is as follows:

	June 30, 2013	December 31, 2012
Offering	Shares Issued & Outstanding	Shares Issued & Outstanding
	(unaudited)
Series A convertible	47,250	47,250
Series B convertible, 10% cumulative dividend	93,750	93,750
Series C convertible, 10% cumulative dividend	38,333	38,333
Series D convertible, 10% cumulative dividend	175,000	175,000
Series E convertible, 10% cumulative dividend	19,022	19,022
Total Preferred Stock	373,355	373,355

Summary of Preferred Stock Terms

As of June 30, 2013 and 2012, the Company had cumulative preferred undeclared and unpaid dividends. In accordance with the Financial Accounting Standard Board’s Accounting Standards Codification 260-10-45-11, “Earnings per Share”, these dividends were added to the net loss in the net loss per share calculation.

Summary of Preferred Stock Terms

Series A Convertible Preferred Stock 

Liquidation Value:	$4.50 per share, $212,625
Conversion Price:	$103.034 per share
Conversion Rate:	0.04367—Liquidation Value divided by Conversion Price ($4.50/$103.034)
Voting Rights:	None
Dividends:	None
Conversion Period:	Any time

Series B Convertible Preferred Stock

Liquidation Value:	$4.00 per share, $375,000
Conversion Price:	$10.00 per share
Conversion Rate:	0.40—Liquidation Value divided by Conversion Price ($4.00/$10.00)
Voting Rights:	None
Dividends:	10%—Quarterly—Commencing March 31, 2001
Conversion Period:	Any time

Cumulative and undeclared dividends in arrears at June 30, 2013 were $463,000

Series C Convertible Preferred Stock

Liquidation Value:	$3.00 per share, $115,000
Conversion Price:	$6.00 per share
Conversion Rate:	0.50—Liquidation Value divided by Conversion Price ($3.00/$6.00)
Voting Rights:	None
Dividends:	10%—Quarterly—Commencing March 31, 2002
Conversion Period:	Any time

Cumulative and undeclared dividends in arrears at June 30, 2013 were $134,000

Series D Convertible Preferred Stock 

Liquidation Value:	$10.00 per share, $1,750,000
Conversion Price:	$10.00 per share
Conversion Rate:	1.00—Liquidation Value divided by Conversion Price ($10.00/$10.00)
Voting Rights:	None
Dividends:	10%—Quarterly—Commencing April 30, 2002
Conversion Period:	Any time

Cumulative and undeclared dividends in arrears at June 30, 2013 were $2,042,000

Series E Convertible Preferred Stock

Liquidation Value:	$22.00 per share, $418,488
Conversion Price:	$8.00 per share
Conversion Rate:	2.75—Liquidation Value divided by Conversion Price ($22.00/$8.00)
Voting Rights:	Equal in all respects to holders of common shares
Dividends:	10%—Quarterly—Commencing May 31, 2002
Conversion Period:	Any time

Cumulative and undeclared dividends in arrears at June 30, 2013 were $491,000

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Stockholders' Equity (Deficit) (Summary of Preferred Stock) (Detail)	Jun. 30, 2013	Dec. 31, 2012
Class of Stock [Line Items]
Preferred stock, shares issued	373,355	373,355	[1]
Preferred stock, shares outstanding	373,355	373,355	[1]
Series A Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares issued	47,250	47,250
Preferred stock, shares outstanding	47,250	47,250
Series B Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares issued	93,750	93,750
Preferred stock, shares outstanding	93,750	93,750
Series C Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares issued	38,333	38,333
Preferred stock, shares outstanding	38,333	38,333
Series D Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares issued	175,000	175,000
Preferred stock, shares outstanding	175,000	175,000
Series E Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares issued	19,022	19,022
Preferred stock, shares outstanding	19,022	19,022

[1] Derived from audited information

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Stockholders' Equity (Deficit) (Reconciliation of Numerator and Denominator Used in Calculation of Loss Per Share) (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Basic and Diluted:
Net loss applicable to common stockholder	$ (143)	$ (508)	$ (313)	$ (1,155)
Weighted average common shares outstanding	124,514,059	70,643,522	169,049,356	68,903,645
Net loss per common share	$ 0.00	$ (0.01)	$ 0.00	$ (0.02)

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Stockholders' Equity (Deficit) - Additional Information (Detail) (USD $)	3 Months Ended	6 Months Ended				3 Months Ended						3 Months Ended			3 Months Ended				6 Months Ended
	Jun. 30, 2013	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012		Jun. 30, 2013 Consulting Compensation Expense [Member]	Jun. 30, 2013 Robert McCullough [Member]	Jun. 30, 2013 Alexander Milley and Dr. John Abeles [Member]	Jun. 30, 2013 Former Director [Member]	Jun. 30, 2013 Ocana [Member]	Jun. 30, 2013 Officers and Directors [Member]	Jun. 30, 2013 Restricted Stock [Member]	Mar. 31, 2013 Restricted Stock [Member]	Jun. 30, 2013 Restricted Stock [Member] Qualified Investor [Member]	Jun. 30, 2013 Restricted Stock [Member] Scimia [Member]	Jun. 30, 2013 Restricted Stock [Member] Carbonell [Member]	Mar. 31, 2013 Restricted Stock [Member] Carbonell [Member]	Jun. 30, 2013 Restricted Stock [Member] Former Director [Member]	Jun. 30, 2013 Warrants and Stock Options [Member]	Jun. 30, 2012 Warrants and Stock Options [Member]	Jun. 30, 2013 Preferred Stock	Jun. 30, 2012 Preferred Stock
Stockholders Equity Note [Line Items]
Anti-dilutive securities not included in the computation of diluted loss per share																			705,667	922,667	620,271	613,191
Common Stock, Shares, Issued	257,030,857	257,030,857		78,245,623	[1]									1,500,000
Common Stock Value	$ 257,000	$ 257,000		$ 78,000	[1]									$ 30,000
Share Price							$ 0.02	$ 0.02						$ 0.02				$ 0.02
Stock Issued During Period, Shares, Issued for Services	2,346,148							7,500,000		1,805,528					902,764	919,234	886,294
Compensation expense						48,000
Vesting shares number						2,055,527
Selling General And Administrative Expense Recorded Value	36,000					48,000				35,000		32,500	20,000
Selling General And Administrative Expense Recorded Per Share										$ 0.02		$ 0.02
Debt Conversion, Converted Instrument, Amount		3,250,000	0				3,250,000
Debt Conversion, Converted Instrument, Shares Issued							162,500,000
Equity Method Investment Ownership Number Of Shares Held							167,690,706				198,199,145
Equity Method Investment, Ownership Percentage							66.90%				79.07%
Record Of Payment For Services Rendered									50,000
Common Stock, Capital Shares Reserved for Future Issuance																		2,500,000
Stock Issued During Period, Value, Issued for Services		$ 200,000	$ 0					$ 150,000

[1] Derived from audited information

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Notes Payable and Advances-related parties - Additional Information (Detail) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Debt Instrument [Line Items]
Advance from related party			$ 145,000	$ 356,000
Annual interest rate			8.00%
Non-cash interest expense	33,000	56,000	94,000	109,000
Xillex Technologies Corporation [Member]
Debt Instrument [Line Items]
Note Payble And Accrued Interest	$ 73,000

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012
Operating Activities:
Net loss	$ (181)		$ (1,023)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	48		114
Common stock issued for compensation	35		30
Reduction in accrual for franchise taxes	(217)		0
Benefit derived from liquidation of subsidiaries	(149)		0
Interest expense imputed on related party advances	94		109
Common stock issued for services	41		91
Gain on settlement of trade indebtedness	(374)		0
Changes in assets and liabilities:
Checks issued in excess of amounts on deposit	13		0
Accounts receivable	120		(123)
Prepaid expenses and other current assets	1		0
Accounts payable	(18)		(38)
Accrued expenses	373		404
Net cash used in operating activities	(214)		(436)
Investing activities:
Net cash used in investing activities	0		0
Financing activities:
Proceeds from related parties	145		356
Proceeds from sale of machinery	0		70
Sale of common stock	30		0
Net cash provided by financing activities	175		426
Net increase (decrease) in cash and cash equivalents	(39)		(10)
Cash and cash equivalents at the beginning of period	39	[1]	15
Cash and cash equivalents at end of period	0		5
Supplemental disclosure of cash flow information:
Common stock issued for director fees payable	200		0
Conversion of related party debt to common stock	3,250		0
Cash paid for interest	0		0
Cash paid for taxes	$ 0		$ 0

[1] Derived from audited information

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Basis of Presentation

6 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

Basis of Presentation

Note 2. Basis of Presentation

 

The financial statements for the periods ended June 30, 2013 and 2012 included herein are unaudited. Such financial statements reflect, in the opinion of management, all adjustments necessary to present fairly the financial position and results of operations as of and for the periods indicated. All such adjustments are of a normal recurring nature. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2013 or for any other period. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

The Company believes that the disclosures are adequate to make the interim information presented not misleading. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as filed with the SEC.

The Company does not have any comprehensive income or loss.

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Notes Payable and Advances-related parties

6 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

Notes Payable and Advances-related parties

Note 5. Notes Payable and Advances-related parties

 

Notes payable to unrelated parties consist of: 

	June 30, 2013		December 31, 2012
	(Unaudited)
Robert Shaw, $25,000 Promissory Note issued September 20, 2001; interest    rate 9% per annum, due December 20, 2001.		15		15
Ventana Medical Systems, Inc. $62,946 Promissory Note issued    November 30, 2003; due December 31, 2003; interest rate 8% per annum    payable after December 31, 2003		21		21
Xillix Technologies Corporation $361,000 Promissory Note issued    June 26, 1998; Interest rate Canadian Prime plus 6% per annum, due    December 27, 1999; represents a debt of AccuMed		—		34
	$	36	$	70

During the quarter ended June 30, 2013, the Company liquidated AccuMed, its wholly owned subsidiary. As a result, the note and accrued interest totaling $73,000 due to Xillex Technologies Corporation was recorded as a reduction in selling, general and administration expense.

The Company has failed to make principal and interest payments when due and is in breach of certain warranties and representations under the notes included above. Such notes require the holder to notify the Company in writing of a declaration of default at which time a cure period, as specified in each individual note, would commence. The Company has not received any written declarations of default from holders of its remaining outstanding notes payable.

During the six months ended June 30, 2013, the Company was advanced $145,000 from a related party. These advances are non-interest bearing and are due on demand. However, using an 8% annual interest rate, the Company has recorded a non-cash interest expense totaling approximately $94,000 on the outstanding balance for the quarter.

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Fixed Assets

6 Months Ended

Jun. 30, 2013

Property, Plant and Equipment [Abstract]

Fixed Assets

Note 3. Fixed Assets

 

Fixed assets consist of the following:

	June 30, 2013		December 31, 2012
	(unaudited)
Furniture and fixtures	$	40	$	47
Laboratory equipment		508		508
Computer and communications equipment		261		261
Design and tooling		1,204		1,204
		2,013		2,020
Less accumulated depreciation and amortization		(1982)		(1,941)
Total	$	31	$	79

For the six months ended June 30, 2013 and 2012, depreciation expense was $48,000 and $114,000, respectively. The Company did not allocate any of the depreciation expense of the machinery and equipment or the design and tooling into inventory since the Company has suspended manufacturing. This depreciation was included as a selling, general and administrative expense as excess idle time.

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Stockholders' Equity (Deficit) (Summary of Preferred Stock) (Parenthetical) (Detail)	6 Months Ended	12 Months Ended
	Jun. 30, 2013	Dec. 31, 2012
Series B Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Convertible preferred stock, cumulative dividend rate	10.00%	10.00%
Series C Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Convertible preferred stock, cumulative dividend rate	10.00%	10.00%
Series D Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Convertible preferred stock, cumulative dividend rate	10.00%	10.00%
Series E Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Convertible preferred stock, cumulative dividend rate	10.00%	10.00%

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Commitments and contingencies - Additional Information (Detail) (USD $)	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Commitments and Contingencies Disclosure [Line Items]
Gain Loss On Liquidations Of Subsidiary	$ 149,000	$ 0
Selling, General and Administrative Expenses [Member]
Commitments and Contingencies Disclosure [Line Items]
Settlement of trade debt	374,000
Adjustment of an accrual based upon actual reduced liability	$ 44,000

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CONDENSED CONSOLIDATED BALANCE SHEET (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Preferred stock, par value	$ 0.001	$ 0.001	[1]
Preferred Stock, Shares Authorized	10,000,000	10,000,000	[1]
Preferred stock, shares issued	373,355	373,355	[1]
Preferred stock, shares outstanding	373,355	373,355	[1]
Preferred stock, Liquidation value	$ 2,871
Common stock, par value	$ 0.001	$ 0.001	[1]
Common stock, shares authorized	500,000,000	500,000,000	[1]
Common Stock, Shares, Issued	257,030,857	78,245,623	[1]
Common stock, shares outstanding	257,011,648	78,226,416	[1]
Treasury stock, shares	19,209	19,209	[1]

[1] Derived from audited information

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Subsequent Events

6 Months Ended

Jun. 30, 2013

Subsequent Events [Abstract]

Subsequent Events

Note 8 Subsequent Event

 

Subsequent to June 30, 2013, the Company sold 12,500,000 shares of restricted, unregistered common stock to qualified investors for $250,000, or $0.02 per share.

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (Selling, General and Administrative Expenses [Member], USD $)	6 Months Ended
	Jun. 30, 2013
Selling, General and Administrative Expenses [Member]
Settlement of trade debt	$ 374,000
Reduction in accrued franchise tax	217,000
Gain On Liquidation Of Subsidiary	$ 149,000

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CONDENSED CONSOLIDATED BALANCE SHEET (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Current Assets:
Cash and cash equivalents	$ 0	$ 39	[1]
Accounts receivable	13	134	[1]
Prepaid expenses and other current assets	10	10	[1]
Total current assets	23	183	[1]
Fixed assets, net	31	79	[1]
Total assets	54	262	[1]
Current Liabilities:
Checks issued in excess of amounts on deposit	13	0	[1]
Accounts payable	227	681	[1]
Accrued payroll costs	3,046	2,705	[1]
Advances payable to related parties	70	3,175	[1]
Accrued expenses	466	903	[1]
Notes payable	36	70	[1]
Total current liabilities	3,858	7,534	[1]
Stockholders' Deficit:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 373,355 shares issued and outstanding at June 30, 2013 and December 31, 2012 (Liquidation value of all classes of preferred stock $2,871 at June 30, 2013)	1,487	1,487	[1]
Common stock, $0.001 par value; 500,000,000 shares authorized; 257,030,857 and 78,245,623 shares issued and issuable and 257,011,648 and 78,226,416 shares outstanding at June 30, 2013 and December 31, 2012, respectively	257	78	[1]
Additional paid-in-capital	96,877	93,407	[1]
Treasury stock: 19,209 shares at June 30, 2013 and December 31, 2012	(327)	(327)	[1]
Accumulated deficit	(102,098)	(101,917)	[1]
Total stockholders' deficit	(3,804)	(7,272)	[1]
Total liabilities and stockholders'deficit	$ 54	$ 262	[1]

[1] Derived from audited information

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Stockholders' Equity (Deficit) (Summary of Preferred Stock Terms) (Detail) (USD $)	6 Months Ended	12 Months Ended
	Jun. 30, 2013	Dec. 31, 2012
Class of Stock [Line Items]
Preferred stock, Liquidation value	$ 2,871,000
Series A Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, Liquidation value	212,625
Preferred stock, conversion Price	$ 103.034
Preferred stock, conversion Rate	0.04367%
Preferred stock, voting Rights	None
Preferred stock, dividends	0.00%
Preferred stock, conversion Period	Any time
Series B Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, Liquidation value	375,000
Preferred stock, conversion Price	$ 10.00
Preferred stock, conversion Rate	0.40%
Preferred stock, voting Rights	None
Preferred stock, dividends	10.00%	10.00%
Preferred stock, conversion Period	Any time
Preferred stock, cumulative and undeclared dividends in arrears	463,000
Series C Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, Liquidation value	115,000
Preferred stock, conversion Price	$ 6.00
Preferred stock, conversion Rate	0.50%
Preferred stock, voting Rights	None
Preferred stock, dividends	10.00%	10.00%
Preferred stock, conversion Period	Any time
Preferred stock, cumulative and undeclared dividends in arrears	134,000
Series D Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, Liquidation value	1,750,000
Preferred stock, conversion Price	$ 10.00
Preferred stock, conversion Rate	1.00%
Preferred stock, voting Rights	None
Preferred stock, dividends	10.00%	10.00%
Preferred stock, conversion Period	Any time
Preferred stock, cumulative and undeclared dividends in arrears	2,042,000
Series E Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, Liquidation value	418,488
Preferred stock, conversion Price	$ 8.00
Preferred stock, conversion Rate	2.75%
Preferred stock, voting Rights	Equal in all respects to holders of common shares
Preferred stock, dividends	10.00%	10.00%
Preferred stock, conversion Period	Any time
Preferred stock, cumulative and undeclared dividends in arrears	$ 491,000

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Notes Payable and Advances-related parties (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Notes payable	$ 36	$ 70	[1]
Robert Shaw [Member]
Debt Instrument [Line Items]
Notes payable	15	15
Ventana Medical Systems, Inc [Member]
Debt Instrument [Line Items]
Notes payable	21	21
Xillix Technologies Corporation [Member]
Debt Instrument [Line Items]
Notes payable	$ 0	$ 34

[1] Derived from audited information

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Commitments and contingencies

6 Months Ended

Jun. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and contingencies

Note 7. Commitments and Contingencies 

Legal Proceedings

There are no pending legal proceedings against the Company. To the Company’s knowledge, there have been no cases initiated by or against the Company, nor any cases resolved, since the date of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 was filed with the SEC.

The Company has been a party to a number of other proceedings, informal demands, or debt for services brought by former unsecured creditors to collect past due amounts for services. The Company is attempting to settle these demands and unfilled claims. The Company does not consider any of these claims to be material.

During the quarter ended June 30, 2013, the Company recorded a write off totaling $374,000 of trade debt deemed uncollectible by the holder due to the expiration of the statute of limitations and $149,000 as a result of the liquidation of its subsidiaries. These transactions were recorded as a reduction of selling, general and administration expense.

Contingencies

The Company has not filed its Illinois franchise returns for 2012, 2011, 2010 and 2009 or paid its franchise tax for those years. During the second quarter the Company filed and paid its franchise taxes for 2009 and 2010 for Delaware. The Company determined that it had over accrued for those periods by approximately $44,000, which was reversed and is shown as a reduction in selling, general & administrative expenses. The Company believes that it has made adequate provision for the liability including penalties and interest.

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Stockholders' Equity (Deficit) (Summary of Preferred Stock Terms) (Parenthetical) (Detail) (USD $)	6 Months Ended
	Jun. 30, 2013
Series A Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, liquidation Value per share	$ 4.50
Series B Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, liquidation Value per share	$ 4.00
Preferred stock, frequency of dividend payment	10%QuarterlyCommencing March 31, 2001
Preferred stock, dividend date of commencement	Mar. 31, 2001
Series C Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, liquidation Value per share	$ 3.00
Preferred stock, frequency of dividend payment	10%QuarterlyCommencing March 31, 2002
Preferred stock, dividend date of commencement	Mar. 31, 2002
Series D Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, liquidation Value per share	$ 10.00
Preferred stock, frequency of dividend payment	10%QuarterlyCommencing April30, 2002
Preferred stock, dividend date of commencement	Apr. 30, 2002
Series E Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, liquidation Value per share	$ 22.00
Preferred stock, frequency of dividend payment	10%QuarterlyCommencing May31, 2002
Preferred stock, dividend date of commencement	May 31, 2002

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Accrued Expenses (Tables)

6 Months Ended

Jun. 30, 2013

Payables and Accruals [Abstract]

Accrued Expenses

Accrued expenses include the following: 

	June 30, 2013		December 31, 2012
	(unaudited)
Accrued interest	$	28	$	65
Accrued franchise and other taxes		283		484
Accrued compensation		10		190
Other accrued expenses		145		164
Total	$	466	$	903

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Stockholders' Equity (Deficit)

6 Months Ended

Jun. 30, 2013

Stockholders' Equity (Deficit) [Abstract]

Stockholders' Equity

Note 6. Stockholders’ Equity (Deficit)

Common stock Split

During the quarter ended June 30, 2013, the Company’s shareholders approved a one for ten reverse split of our common stock. The reverse split will not become effective until we receive approval from the regulatory authorities. Therefore, the reverse split is not reflected in these financial statements. 

Loss per share

A reconciliation of the numerator and the denominator used in the calculation of loss per share is as follows: 

	June 30, 2013		June 30, 2012
	(unaudited)
Basic and Diluted:
Net loss applicable to common stockholder (in thousands)	$	(313)	$	(1,155)
Weighted average common shares outstanding		169,049,356		68,903,645
Net loss per common share	$	(0.00)	$	(0.02)

Warrants to purchase 705,667 and 922,667 common shares and preferred stock convertible into 620,271 and 613,191 common shares were not included in the computation of diluted loss per share applicable to common stockholders as they are anti-dilutive as a result of net losses for the periods ended June 30, 2013 and June 30, 2012, respectively.

Preferred Stock

A summary of the Company’s preferred stock is as follows:

	June 30, 2013	December 31, 2012
Offering	Shares Issued & Outstanding	Shares Issued & Outstanding
	(unaudited)
Series A convertible	47,250	47,250
Series B convertible, 10% cumulative dividend	93,750	93,750
Series C convertible, 10% cumulative dividend	38,333	38,333
Series D convertible, 10% cumulative dividend	175,000	175,000
Series E convertible, 10% cumulative dividend	19,022	19,022
Total Preferred Stock	373,355	373,355

As of June 30, 2013 and 2012, the Company had cumulative preferred undeclared and unpaid dividends. In accordance with the Financial Accounting Standard Board’s Accounting Standards Codification 260-10-45-11, “Earnings per Share”, these dividends were added to the net loss in the net loss per share calculation.

Summary of Preferred Stock Terms

Series A Convertible Preferred Stock 

Liquidation Value:	$4.50 per share, $212,625
Conversion Price:	$103.034 per share
Conversion Rate:	0.04367—Liquidation Value divided by Conversion Price ($4.50/$103.034)
Voting Rights:	None
Dividends:	None
Conversion Period:	Any time

Series B Convertible Preferred Stock

Liquidation Value:	$4.00 per share, $375,000
Conversion Price:	$10.00 per share
Conversion Rate:	0.40—Liquidation Value divided by Conversion Price ($4.00/$10.00)
Voting Rights:	None
Dividends:	10%—Quarterly—Commencing March 31, 2001
Conversion Period:	Any time

Cumulative and undeclared dividends in arrears at June 30, 2013 were $463,000

Series C Convertible Preferred Stock

Liquidation Value:	$3.00 per share, $115,000
Conversion Price:	$6.00 per share
Conversion Rate:	0.50—Liquidation Value divided by Conversion Price ($3.00/$6.00)
Voting Rights:	None
Dividends:	10%—Quarterly—Commencing March 31, 2002
Conversion Period:	Any time

Cumulative and undeclared dividends in arrears at June 30, 2013 were $134,000

Series D Convertible Preferred Stock 

Liquidation Value:	$10.00 per share, $1,750,000
Conversion Price:	$10.00 per share
Conversion Rate:	1.00—Liquidation Value divided by Conversion Price ($10.00/$10.00)
Voting Rights:	None
Dividends:	10%—Quarterly—Commencing April 30, 2002
Conversion Period:	Any time

Cumulative and undeclared dividends in arrears at June 30, 2013 were $2,042,000

Series E Convertible Preferred Stock

Liquidation Value:	$22.00 per share, $418,488
Conversion Price:	$8.00 per share
Conversion Rate:	2.75—Liquidation Value divided by Conversion Price ($22.00/$8.00)
Voting Rights:	Equal in all respects to holders of common shares
Dividends:	10%—Quarterly—Commencing May 31, 2002
Conversion Period:	Any time

Cumulative and undeclared dividends in arrears at June 30, 2013 were $491,000

Issuance of Common Stock for Cash

During the quarter ended June 30, 2013, the Company sold 1,500,000 shares of restricted, unregistered common stock to a qualified investor for $30,000, or $0.02 per share. These shares have not yet been issued.

Issuance of Common Stock as Payment for Services 

During the quarter ended June 30, 2013, the Company issued to two of the Company’s directors, Mauro Scimia (“Scimia”) and Xavier Carbonell (“Carbonell”), 902,764 and 919,234 shares of restricted, unregistered common stock, respectively, for consulting services rendered, and the Company recorded a charge of $32,500, or $0.02 per share, as a selling, general and administrative expense. During the quarter ended March 31, 2013, the Company issued 886,294 shares of restricted, unregistered common stock to Carbonell for consulting rendered and recorded $20,000 as a selling, general and administrative expense.

The Company during the quarter ended June 30, 2013, also issued 2,346,148 shares of restricted, unregistered common stock to a consultant for services rendered, and recorded $36,000 as a selling, general and administrative expense.

During the quarter ended June 30, 2013, the Company reversed $48,000 of consulting compensation expense from a consulting agreement issued several years ago.  The consultant never completed any of the tasks required under the contract and therefore did not meet the requirements to vest any of the 2,055,527 shares granted, but never issued, under the contract.  The $48,000 was a reduction in selling, general & administrative Expense.

Issuance of Common Stock as Settlement of Debt

During the quarter ended June 30, 2013, Robert McCullough, our Chief Executive Officer and Chief Financial Officer, converted $3,250,000 of debt owed to him into 162,500,000 shares of restricted, unregistered common stock at a price of $0.02 per share. As a result of this transaction, Mr. McCullough owns directly or beneficially 167,690,706 shares of common stock or 66.90% of our common stock.

Also during the quarter ended June 30, 2013, the Company issued to two current independent directors, Alexander Milley and Dr. John Abeles, an aggregate 7,500,000 shares of restricted, unregistered common stock, respectively, for past directors fees totaling $150,000, or $0.02 per share. In addition, the Company recorded the payment of $50,000 for services rendered to a former director in the form of 2,500,000 shares of restricted, unregistered common stock valued at $0.02 per share. These shares have not yet been issued.

The shares issued to the Company’s CEO and members of the board of directors in the debt settlements described above were issued at a price higher than the trading price of the common stock the day the Board authorized the settlement. The Company has not treated the transaction as a troubled debt restructuring nor as an extinguishment of the debt, but as essentially a recapitalization of the Company, and therefore no gain or loss has been recorded on the difference in the fair value of the stock as it traded to the amount used to settle the debt.

Issuance of Common Stock as Payment for Employee Compensation

During the three months ended June 30, 2013, the Company issued to Augusto Ocana (“Ocana”), a director and vice president of the Company, 1,805,528 shares of restricted, unregistered common stock, for services rendered. The Company recorded a charge of $35,000, or $0.02 per share, as a selling, general and administrative expense.

Our officers and directors own an aggregate 198,199,145 shares of common stock or 79.07% of our outstanding common stock.

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Organization

6 Months Ended

Jun. 30, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

Note 1. Organization

 

CytoCore, Inc. was incorporated in Delaware in December 1998. Except where the context otherwise requires, the “Company” refers to CytoCore, Inc. and its subsidiaries and predecessors.

Currently, the Company has one product of its own for sale – its SoftPap collector. The Company is developing, and plans to sell an integrated family of cost-effective products for the detection, diagnosis and treatment of cancer under the trade name of CytoCore Solutions®. CytoCore Solutions products are intended to address sample collection, specimen preparation, specimen evaluation (including detection/screening and diagnosis), treatment and patient monitoring within vertical markets related to specific cancers. Current CytoCore Solutions products are focused upon cervical cancer. The Company plans that this focus will later be expanded to include other gynecological cancers as well as bladder, lung, and breast cancers, among others. Within each of these markets the Company anticipates that the CytoCore Solutions products will be sold as individual value-added drop-in replacements for existing products and as integrated systems that improve the efficiency and effectiveness of clinical and laboratory operations.

The Company has also begun marketing and selling a companion product that is designed to detect breast cancer, which is manufactured by a third party.

During the quarter ended June 30, 2013, Robert McCullough, our Chief Executive Officer and Chief Financial Officer, converted $3,250,000 of debt owed to him into 162,500,000 shares of restricted, unregistered common stock at a price of $0.02 per share. As a result of this transaction, Mr. McCullough owns directly or beneficially 167,690,706 shares of common stock or 66.90%. Our officers and directors own an aggregate 198,199,145 shares of common stock or 79.07%.

Also, during the quarter ended June 30, 2013, the Company liquidated all of its wholly owned subsidiaries and reported a gain of $149,000 as a result. The subsidiaries were inactive and had no operations during the reporting periods.

The Company has incurred significant operating losses since its inception. Management expects that significant on-going operating expenditures will be necessary to successfully implement the Company’s business plan and develop, manufacture and market its products. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. Implementation of the Company’s plans and its ability to continue as a going concern will depend upon the Company’s ability to increase sales of its products, develop new products, and raise additional capital. At June 30, 2013, the Company did not have any cash to fund its operations.

If the Company is unable to obtain adequate additional financing or generate sufficient sales revenues, it will be unable to continue its product development efforts and other activities and will be forced to curtail or cease operations. The consolidated financial statements presented herein do not include any adjustments that might result from the outcome of this uncertainty.

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Subsequent Events Additional Information (Details) (USD $)	Jun. 30, 2013	Dec. 31, 2012
Subsequent Event [Line Items]
Common Stock, Shares, to be Issued	257,030,857	78,245,623	[1]
Common Stock Value	$ 257,000	$ 78,000	[1]
Subsequent Event [Member] | Restricted Stock [Member] | Qualified Investor [Member]
Subsequent Event [Line Items]
Common Stock, Shares, to be Issued	12,500,000
Common Stock Value	$ 250,000
Share Price	$ 0.02

[1] Derived from audited information

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Organization - Additional Information (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	6 Months Ended					3 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012		Dec. 31, 2011	Jun. 30, 2013 Robert McCullough [Member]	Jun. 30, 2013 Officers and Directors [Member]
Cash and cash equivalents	$ 0	$ 5	$ 39	[1]	$ 15
Debt Conversion, Converted Instrument, Amount	3,250	0				3,250
Debt Conversion, Converted Instrument, Shares Issued						162,500,000
Share Price						$ 0.02
Equity Method Investment Ownership Number Of Shares Held						167,690,706	198,199,145
Equity Method Investment, Ownership Percentage						66.90%	79.07%
Gain Loss On Liquidations Of Subsidiary	$ (149)	$ 0

[1] Derived from audited information

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Fixed Assets (Tables)

6 Months Ended

Jun. 30, 2013

Property, Plant and Equipment [Abstract]

Property and equipment estimated useful lives

Fixed assets consist of the following:

	June 30, 2013		December 31, 2012
	(unaudited)
Furniture and fixtures	$	40	$	47
Laboratory equipment		508		508
Computer and communications equipment		261		261
Design and tooling		1,204		1,204
		2,013		2,020
Less accumulated depreciation and amortization		(1982)		(1,941)
Total	$	31	$	79

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Accrued Expenses (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Accrued Liabilities [Line Items]
Accrued interest	$ 28	$ 65
Accrued franchise and other taxes	283	484
Accrued compensation	10	190
Other accrued expenses	145	164
Total	$ 466	$ 903	[1]

[1] Derived from audited information

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Fixed Assets (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Property, Plant and Equipment [Line Items]
Furniture and fixtures	$ 40	$ 47
Laboratory equipment	508	508
Computer and communications equipment	261	261
Design and tooling	1,204	1,204
Property, Plant and Equipment, Gross, Total	2,013	2,020
Less accumulated depreciation and amortization	(1,982)	(1,941)
Total	$ 31	$ 79	[1]

[1] Derived from audited information

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Document And Entity Information	6 Months Ended
	Jun. 30, 2013	Aug. 08, 2013
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2
Trading Symbol	CYOE
Entity Registrant Name	CytoCore Inc
Entity Central Index Key	0000075439
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		257,030,857

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Fixed Assets - Additional Information (Detail) (USD $)	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 48,000	$ 114,000