UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC  20549





FORM
10-K/A


(AMENDMENT
NO. 1)





(Mark
One)





[
x ]   ANNUAL REPORT UNDER  SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


For
the fiscal year ended December 31, 2009


OR





[   ]   TRANSITION
REPORT UNDER  SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE  ACT OF 1934


For
the transition period from __________ to __________





Commission
file number 0-22872





SYMBOLLON
PHARMACEUTICALS, INC.


(Exact
name of registrant as specified in its charter)





Delaware
              (State
      of incorporation)
            36-3463683
              (I.R.S.
      employer identification no.)99 West Street, Suite
      J
              Medfield,
      Massachusetts
              (Address of principal executive offices)
            02052
              (Zip
      Code)





(508) 242-7500


(Registrant’s
telephone number, including area code)





Securities
registered under Section 12(b) of the Exchange Act:





None


(Title of
class)





Securities
registered under Section 12(g) of the Exchange Act:





Class
A Common Stock, $.001 par value per share


(Title of
class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes □ No
x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act. Yes □  No x





Indicate
by check 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 if disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [   ]





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 Rule 12b-2 of the
Exchange Act. (Check one):





Large
      accelerated filer □
            Accelerated
      filer □Non-accelerated
      filer □
            Smaller
      reporting company x


(Do not
check if a smaller reporting company)





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





As of
June 30, 2009, the aggregate market value of the voting and non-voting common
equity of the registrant held by non-affiliates of the issuer was approximately
$466,400 based upon the closing price of such stock on that date.





As of
April 26, 2010, 33,140,006 shares of Class A Common Stock of the issuer were
outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE





None.





Explanatory
Note





Our Annual Report on Form 10-K for the
fiscal year ended December 31, 2009 filed with the Commission on March 31, 2010
(the “Report”) contemplated that certain information to be included in Part III
of the Report would be incorporated into the Report by reference to our
definitive Proxy Statement to be filed in anticipation of our 2010 annual
meeting of stockholders. We do not anticipate filing our definitive Proxy
Statement within the time period required for such incorporation by reference to
be effective, so we are amending the Report to include the information required
to be included in Part III of the Report.  Except for the foregoing
amendment, this Form 10-K/A does not modify or update other disclosures in, or
exhibits to, the Report.





PART
III




Item 10.  Directors, Executive Officers and
Corporate Governance


Board
of Director





Pursuant to our Certificate of
Incorporation, as amended, our Board of Directors, which currently consists of
five members, is divided into three classes, designated Class I, Class II and
Class III, each serving staggered three-year terms.  The terms of the
Class I, II and Class II directors will expire at the 2010, 2010 and 2011 Annual
Meetings of Stockholders, respectively.  The director will serve until
the expiration of his term or until his successor is elected and
qualified.





The
following table provides the names and ages of the members of the Board of
Directors, their respective principal occupations or employments during at least
the past five years and the period during which each has served as a director of
Symbollon.





Name
            Age
            Director
      Since
            Principal
      Occupation, Other Business
              Experience and Other
      DirectorshipsClass
      I Directors to Serve
              Until
      the 2009 Annual Meeting of StockholdersPaul
      C. Desjourdy............
            48
            1996
            Chief
      Executive Officer of Symbollon since June 2005,  President and
      General Counsel of Symbollon since December 1999, Chief Financial Officer
      since September 1993, and Treasurer from May 1994.  Attorney at
      the law firm of Choate Hall & Stewart from 1989 to
      1993.  Certified Public Accountant at Arthur Andersen & Co.
      from 1983 to 1986.








2




Eugene
      Lieberstein...........
              71
              1998
              Law
      partner at the law firm of Baker & Hostetler, LLP specializing in
      patent procurement and litigation (Mr. Lieberstein and his firm serve as
      patent counsel for Symbollon) since 2008.  Law partner at the
      law firm of Anderson Kill & Olick, P.C. specializing in patent
      procurement and litigation (Mr. Lieberstein and his firm served as patent
      counsel for Symbollon) from 2000 to 2008.  Law partner at the
      law firm of Wyatt, Gerber, Meller and O’Rourke specializing in patent
      procurement and litigation (Mr. Lieberstein and his firm served as patent
      counsel for Symbollon) from 1993 to 2000.  Patent Counsel for
      Union Carbide Corporation from 1970 to 1993.Class
      II Directors Whose Terms Continue
                Until
      the 2010 Annual Meeting of StockholdersJames
      C. Richards, Ph.D....
              62
              1991
              President,
      Chief Executive Officer and a director of BioCide Pharma, Inc., a
      privately held company focused on the development of antimicrobials, since
      November 2008.  President, Chief Executive Officer and a
      director of EdgeLight BioScience, Inc., a privately held company
      specializing in waveguide technologies, from October 2000 to November
      2008.  President, Chief Executive Officer and a director of
      IntelliGene, Inc., a privately held company specializing in DNA probe
      technologies, from October 1995 to September 2000.  President
      and Chief Executive Officer of Symbollon from May 1991 to September
      1995.  Director of business planning and development for
      Gene-Trak Systems, a joint venture originally between AMOCO Corporation
      and Integrated Genetics, Inc., engaged in developing diagnostic test
      devices using DNA probes, from 1986 to 1990.
   
 3


Richard
      F. Maradie...........
              62
              1998
              Retired
      since September 2000.  Senior Vice President of Commercial
      Development of Oakwood Laboratories, a private biopharmaceutical company
      developing drug delivery technologies, from April 1998 to September
      2000.  President, Chief Executive Officer and a director of
      Novavax, Inc., a public biopharmaceutical company developing topical and
      oral drug delivery technologies, from March 1997 to August
      1998.  President, Chief Executive Officer and a director of
      Protyde Pharmaceuticals, Inc., a private biopharmaceutical company
      developing products for the diagnosis and treatment of cancer, from 1994
      to 1997.  Executive Vice President and Chief Operating Officer
      of Platelet Research Products, Inc., a private biopharmaceutical company
      developing therapeutic products derived from blood platelets, from to 1991
      to 1994.  President, Chief Operating Officer and a director of
      VimRx Pharmaceuticals, Inc., a public pharmaceutical company developing
      therapeutics based on natural products, from 1988 to
  1991.


Name
            Age
            Director
      Since
            Principal
      Occupation, Other Business
              Experience and Other
      DirectorshipsClass
      III Director Whose Terms Continue
              Until
      the 2011 Annual Meeting of StockholdersJack
      H. Kessler, Ph.D........
            59
            1986
            Chairman
      of the Board of Directors of Symbollon since May
      1996.  Executive Vice President of Symbollon from June 2005 to
      June 2008.  Chief Scientific Officer and Secretary of Symbollon
      from May 1991 to June 2008.  Chief Executive Officer of
      Symbollon from December 1999 to June 2005, Executive Vice-President of
      Symbollon from May 1991 to December 1999.  Symbollon's sole
      stockholder, officer and director from 1986 to 1991.  From
      January 1990 until May 1991, principal systems engineer for Kollsman
      Manufacturing Company, a diagnostic instrument design and manufacturing
      company.





The Board
of Directors has determined, after review of all relevant transactions or
relationships between each director, or any of his family members, and the
Company, its senior management and independent registered public accounting
firm, that Messrs. Lieberstein, Maradie and Richards, constituting a majority of
the Board of Directors, are “independent” directors under the “independent
director” definition and standards of NASDAQ.





Our Board of Directors met seven times
in the fiscal year ended December 31, 2009.  The Delaware General
Corporation Law provides that the Board of Directors, by resolution adopted by a
majority of the entire board, may designate one or more committees, each of
which shall consist of one or more directors.  The Board of Directors
annually elects from its members the Executive Committee, Audit Committee, and
Compensation Committee.  The Board of Directors does not have a
Nominating Committee.  During the last fiscal year each of the
directors attended at least 75% of the total number of meetings of the Board of
Directors and of the committees on which each director
serves.  Directors are encouraged to attend annual meetings of our
stockholders.  Three directors attended our last annual
meeting.






4





Executive
Committee.  The Executive Committee exercises all the powers
and authority of the Board of Directors in the management and affairs of
Symbollon between meetings of the Board of Directors, to the extent permitted by
law.  The current members of the Executive Committee are Messrs.
Kessler (Chairman), Desjourdy and Richards.  The Executive Committee
did not meet during fiscal 2009.





Audit
Committee.  The Audit Committee assists the Board of Directors
in fulfilling its oversight responsibilities by reviewing the financial
information which will be provided to shareholders and others, the system of
internal control which management has established, our process for monitoring
compliance with laws and regulations, the independence of the outside auditors
and the audit process.  It is the general responsibility of the Audit
Committee to advise and make recommendations to the Board of Directors in all
matters regarding our accounting methods and internal control
procedures.  Specific duties of the Audit Committee are set forth in
its charter.  The current members of the Audit Committee are Messrs.
Richards (Chairman), Maradie and  Lieberstein.  One member
of the Audit Committee, Mr. Maradie, is “independent” under the current NASDAQ
stock market listing standards and SEC rules for audit committee member
independence; the other two members are not independent under these standards
and rules.  We do not have an audit committee financial expert serving
on the Audit Committee because the Board of Directors believes that the current
composition of the committee is adequate to fulfill its oversight
responsibilities in light of the simplicity of our financial statements and
accounting procedures.  Because our shares are not currently listed on
a national securities exchange or national securities association, we are not
subject to a requirement that each member of the Audit Committee be independent
or that we have an audit committee financial expert.  The Audit
Committee met four times during fiscal 2009.





Compensation Committee. The
Compensation Committee reviews and recommends to the Board of Directors
remuneration arrangements and compensation plans for our
executives.  The current members of the Committee are Messrs. Maradie
(Chairman), Richards and Lieberstein, all of whom are independent directors
under the current NASDAQ stock market listing standards.  The
Compensation Committee did not meet during fiscal 2009.  In order to
determine the elements and levels of Symbollon’s executive compensation and to
gain an understanding of any trends impacting compensation generally, the
Compensation Committee from time to time gathers information on executive
compensation, including salaries, stock options, bonuses and other benefits,
from similarly situated biotechnology companies.  The Compensation
Committee weighs this information and reviews Symbollon’s overall performance
and makes recommendations regarding compensation to the full
Board.  To date, no compensation consultant has been engaged to assist
the Committee or the Board in connection with establishing executive
compensation.  Our executive officers (who are also directors)
interact with the Compensation Committee and the Board of Directors on
compensation matters, but recommendations regarding executive officer or
director compensation are made to the Board of Directors by the Compensation
Committee or the independent directors on the Board of Directors and may not be
delegated to other persons.  The Compensation Committee does not have
a written charter.







Nominations




We do not
have a nominating committee.  The Board of Directors believes that the
current size of our Board does not necessitate a separate nominating
committee.  Our Board of Directors, of which (as described above)
three of the five members are “independent directors” under the current NASDAQ
stock market listing standards, is responsible for determining the slate of
director nominees for election by stockholders.  Messrs. Desjourdy and
Kessler are not independent under the NASDAQ standards.






5





We do not
currently utilize the services of any third party search firm to assist in the
identification or evaluation of Board member candidates.  However, our
Board of Directors may engage a third party to provide such services in the
future, as it deems necessary or appropriate at the time in
question.





We do not
currently have a charter or written policy with regard to the nominating
process.  Our Board of Directors determines the required selection
criteria and qualifications of director nominees based upon our needs at the
time nominees are considered.  A candidate must possess the ability to
apply good business judgment and must be in a position to properly exercise his
or her duties of loyalty and care.  Candidates should also exhibit
proven leadership capabilities, high integrity and experience with a high level
of responsibilities within their chosen fields, and have the ability to quickly
grasp complex principles of business, finance, and pharmaceutical drug
development.  In general, candidates will be preferred who hold, or
have held, an established executive level position in business, finance, law,
education, research or government.  The Board of Directors will
consider these criteria for nominees identified by the Board, by stockholders,
or through some other source.  When current Board members are
considered for nomination for reelection, the Board also takes into
consideration their prior Symbollon Board contributions, performance and meeting
attendance records.





The Board
will consider qualified candidates for possible nomination that are submitted by
our stockholders.  Stockholders wishing to make such a submission may
do so by sending the following information to the Board of Directors c/o
Assistant Secretary at the address listed above: (1) name of the candidate and a
brief biographical sketch and resume; (2) contact information for the candidate
and a document evidencing the candidate’s willingness to serve as a director if
elected; and (3) a signed statement as to the submitting stockholder’s current
status as a stockholder and the number of shares currently held.





The Board
will conduct a process of making a preliminary assessment of each proposed
nominee based upon the resume and biographical information, an indication of the
individual’s willingness to serve and other background
information.  This information will be evaluated against the criteria
set forth above and our specific needs at that time.  Based upon a
preliminary assessment of the candidate(s), those who appear best suited to meet
our needs may be invited to participate in a series of interviews, which are
used as a further means of evaluating potential candidates.  On the
basis of information learned during this process, the Board will determine which
nominee(s) to submit for election at the next annual meeting.  The
Board will use the same process for evaluating all nominees, regardless of the
original source of the nomination.







Section
16(a) Beneficial Ownership Reporting Compliance





Section 16(a) of the Securities
Exchange Act of 1934, as amended (“Exchange Act”) requires our directors,
officers and persons who own more than ten percent of a registered class of our
equity securities, to file initial reports of ownership and changes in ownership
of such securities with the Securities and Exchange
Commission.  Directors, officers and greater than ten percent
beneficial owners are required by applicable regulations to furnish Symbollon
with copies of all Section 16(a) forms they file.





Based solely upon a review of the
copies of the forms furnished to us and written representations from our
directors and officers, we believe that during 2009 all Section 16(a) filing
requirements applicable to our directors, officers and greater than ten percent
beneficial owners were timely satisfied.






6





Code
of Ethics




We have a Code of Ethics for our senior
officers, including our principal executive officer and principal financial and
accounting officer.  This code is a statement of our high standards
for ethical behavior and legal compliance, and it governs the manner in which we
conduct our business.  A copy of our Code of Ethics can be found on
our web site at www.symbollon.com.  We
intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K
regarding any amendment or waiver of the Code with respect to our principal
executive officer or principal financial or accounting officer by posting such
information on our web site.





Information concerning our executive
officers is contained in Part I of this report under the caption “Executive
Officers.”





Item
11.  Executive Compensation





The following tables set forth certain
information relating to compensation paid by us for each of our last two
completed fiscal years to our principal executive officer and any other
executive officer whose annual compensation exceeded $100,000 for the last
completed fiscal year (the “Named Executive Officers”).  Only those
columns which call for information applicable to us or the Named Executive
Officers for the periods indicated have been included in such
tables.





Summary
      Compensation TableName
      and Principal Position
            Year
            Salary
      ($)
            Stock
      Awards ($)
            Option
      Awards ($)
            Total
      ($)Paul
      C. Desjourdy
            2009
            $226,000
      (3)
            -0-
            -0-
            $226,000Chief
      Executive Officer, President,
            2008
            $247,250
            $450,000
      (2)
            -0-
            $697,250Chief
      Financial Officer and TreasurerJack
      H. Kessler (1)
            2009
            -0-
            -0-
            $14,039
      (4)
            $14,039Chief
      Scientific Officer, Executive
            2008
            $100,000
            $187,500
      (2)
            -0-
            $287,500Vice
      President and Secretary


__________________________


(1)
            Dr.
      Kessler’s employment with the Company ended on June 30,
    2008.


(2)
            Messrs.
      Desjourdy and Kessler were issued 900,000 and 375,000 restricted shares of
      Class A common stock, respectively, on February 7, 2008 (the shares vest
      one-third each of the first three anniversaries).  Amounts set
      forth in this column represent the aggregate grant date fair value of
      these shares, computed in accordance with FAS 123R and recognized for
      financial statement purposes.


(3)
            Mr.
      Desjourdy received $18,000 in cash paid, 10,000,000 shares of Class A
      common stock having a fair value on the grant date of $100,000, computed
      in accordance with FAS 123R and recognized for financial statement
      purposes, and $108,000 of his salary was
  accrued.


(4)
            Dr.
      Kessler received in his role as an non-executive director options to
      purchase 10,000 and 500,000 shares of Class A Common Stock granted on
      January 2, 2009 and October 1, 2009, respectively (options vest one-half
      each of the first two anniversaries; are exercisable at $0.01 and $0.03,
      respectively, per share and have a 10 year term).  Amounts set
      forth in this Column represent the grant date fair value of these options,
      computed in accordance with FAS 123R and recognized for financial
      statements purposes, was estimated on the date of grant using the
      Black-Scholes option-pricing model with the following
      assumptions:





Year
      Ended
              December
      31, 2009Weighted-average
      expected stock-price  volatility
            
            143-145%Weighted-average
      expected option life
            
            6
      yearsAverage
      risk-free interest rate
            
            1.72-2.20%Average
      dividend yield
            
            0.0%






7





The
dividend yield of zero is based on the fact that the Company has never paid cash
dividends and has no present intention to pay cash
dividends.  Expected volatility is based on the historical volatility
of the Company’s common stock over the period commensurate with the expected
life of the options.  The risk-free interest rate is the U.S. Treasury
Strips rate on the date of grant.  The expected life was calculated
using the method outlined in SEC Staff Accounting Bulletin Topic 14.D.2,
“Expected Terms,” as the Company’s historical experience does not provide a
reasonable basis for the expected term of the option.  Based on the
recent history and current expectations, the Company has not adjusted the
calculated value of the options for the year ended December 31, 2009 to reflect
a forfeiture rate.





Outstanding
Equity Awards at Fiscal Year End





The following table set forth certain
information with respect to the number of unexercised outstanding equity awards
held by each Named Executive Officer on December 31, 2009.





Outstanding
      Equity Awards at Fiscal Year-EndName
            Number
      of Securities Underlying Unexercised Options (#)
    Exercisable
            Number
      of Securities Underlying Unexercised Options (#)
    Unexercisable
            Option
      Exercise Price ($)
            Option
      Expiration DatePaul
      C. Desjourdy
            600,000
            -0-
            $0.87
            1/3/2016400,000
            -0-
            $0.90
            12/29/2016Jack
      H. Kessler
            -0-
            10,000
            $0.01
            1/2/2019-0-
            500,000
            $0.03
            10/1/2019





Director
Compensation





Upon Board of Directors’ approval in
May 1998, we no longer provide cash compensation to directors for attendance at
board or committee meetings.  Each non-employee director is entitled
to receive on January 1st of each year an option (the "Annual Options") to
purchase 10,000 (2,500 shares prior to 2007) shares of Common Stock at the then
fair market value under our 2006 Non-Employee Directors’ Stock Option
Plan.  The Annual Options may only be exercised with respect to vested
shares.  One-half of the shares subject to such options vest on the
first anniversary of the date of grant and the balance vest on the second
anniversary of the date of grant.  All directors will be reimbursed
for ordinary and necessary travel expenses incurred in attendance at each board
or committee meeting.





The following table set forth certain
information with respect to the compensation of directors (other than Named
Executive Officers) for our last completed fiscal year and (in the footnotes to
the table) the aggregate number of option awards outstanding to each such
director at fiscal year end.





Director
      CompensationName
            Fees
      Earned or Paid in Cash ($)
            Option
      Awards ($)
            All
      Other Compensation ($)
            Total
      ($)James
      C. Richards
            -0-
            $14,039
      (1) (2)
            -0-
            $14,039Richard
      F. Maradie
            -0-
            $14,039
      (1) (3)
            -0-
            $14,039Eugene
      Lieberstein
            -0-
            $14,039
      (1) (4)
            $9,938
      (5)
            $23,977


_____________________________


(1)
            Represents
      options to purchase 10,000 and 500,000 shares of Class A Common Stock
      granted on January 2, 2009 and October 1, 2009, respectively (options vest
      one-half each of the first two anniversaries; are exercisable at $0.03 and
      $0.01, respectively, per share and have a 10 year
      term).  Amounts set forth in this Column represent the grant
      date fair value of these options, computed in accordance with FAS 123R and
      recognized for financial statements purposes, was estimated on the date of
      grant using the Black-Scholes option-pricing model with the following
      assumptions:








8





Year
      Ended
              December
      31, 2009Weighted-average
      expected stock-price  volatility
            
            143-145%Weighted-average
      expected option life
            
            6
      yearsAverage
      risk-free interest rate
            
            1.72-2.20%Average
      dividend yield
            
            0.0%





The
dividend yield of zero is based on the fact that the Company has never paid cash
dividends and has no present intention to pay cash
dividends.  Expected volatility is based on the historical volatility
of the Company’s common stock over the period commensurate with the expected
life of the options.  The risk-free interest rate is the U.S. Treasury
Strips rate on the date of grant.  The expected life was calculated
using the method outlined in SEC Staff Accounting Bulletin Topic 14.D.2,
“Expected Terms,” as the Company’s historical experience does not provide a
reasonable basis for the expected term of the option.  Based on the
recent history and current expectations, the Company has not adjusted the
calculated value of the options for the year ended December 31, 2009 to reflect
a forfeiture rate.


(2)
            Dr.
      Richards has options having a 10 year term to purchase 622,500 shares
      outstanding at December 31, 2009 by grants on October 1, 2009 for 500,000,
      February 7, 2008 for 50,000, May 19, 2004 for 25,000, annual grants of
      2,500 each on the first business day of each year for an aggregate of
      17,500 pursuant our 1995 Non-Employee Directors’ Stock Option Plan and
      annual grants of 10,000 on the first business day of 2007, 2008 and 2009
      pursuant to our 2006 Non-Employee Directors’ Stock Option
      Plan.  In addition, he received a grant of options for 10,000
      shares on the first business day of 2010 pursuant to our 2006 Non-Employee
      Directors’ Stock Option Plan.


(3)
            Mr.
      Maradie has options having a 10 year term to purchase 622,500 shares
      outstanding at December 31, 2009 by grants on October 1, 2009 for 500,000,
      February 7, 2008 for 50,000, May 19, 2004 for 25,000, annual grants of
      2,500 each on the first business day of each year for an aggregate of
      17,500 pursuant our 1995 Non-Employee Directors’ Stock Option Plan and
      annual grants of 10,000 on the first business day of 2007, 2008 and 2009
      pursuant to our 2006 Non-Employee Directors’ Stock Option
      Plan.  In addition, he received a grant of options for 10,000
      shares on the first business day of 2010 pursuant to our 2006 Non-Employee
      Directors’ Stock Option Plan.


(4)
            Mr.
      Lieberstein has options having a 10 year term to purchase 622,500 shares
      outstanding at December 31, 2009 by grants on October 1, 2009 for 500,000,
      February 7, 2008 for 50,000, May 19, 2004 for 25,000, annual grants of
      2,500 each on the first business day of each year for an aggregate of
      17,500 pursuant our 1995 Non-Employee Directors’ Stock Option Plan and
      annual grants of 10,000 on the first business day of 2007, 2008 and 2009
      pursuant to our 2006 Non-Employee Directors’ Stock Option
      Plan.  In addition, he received a grant of options for 10,000
      shares on the first business day of 2010 pursuant to our 2006 Non-Employee
      Directors’ Stock Option Plan.


(5)
            Mr.
      Lieberstein provided legal services, either personally or through his
      firm, Baker & Hostetler, LLP, in which law firm he is a partner,
      during 2009.





Employment
Agreements and Termination Benefits





On May 16, 2008, the Company’s Board of
Directors approved modifications to the employment agreements with Paul C.
Desjourdy, its Chief Executive Officer, Chief Financial Officer and President,
and Jack H. Kessler, its Chief Scientific Officer.  Both agreements
were modified to limit their term from December 2011 to June 2008.  In
consideration for limiting the term of the employment agreements, previously
granted shares of restricted Class A common stock became fully vested (900,000
and 375,000 shares, respectively, for Messrs. Desjourdy and
Kessler).  The Company also agreed to cover health insurance benefits
for 12 months following the termination of the employment
agreements.  After the termination of his current employment
agreement, Mr. Desjourdy was employed by the Company in his current positions at
$18,000 per month on a month-to-month basis.






9




Item 12.  Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder
Matters





The following table sets forth certain
information regarding the beneficial ownership of our Common Stock as of March
31, 2010 for (i) each of the our directors, (ii) each of the Named Executive
Officers (as defined in “Executive Compensation”), (iii) all our directors and
executive officers as a group and (iv) each person known by us to own
beneficially 5% or more of the outstanding shares of Common Stock:







Name
      and Address of Beneficial Owner
            
            Amount
      and Nature of Beneficial Ownership (1)
            Percent
      of Class (2)Paul
      C. Desjourdy (3)(4)
            
            12,155,200
            35.5%Anthony
      J. Cantone (5)
            
            2,065,459
            6.0%Dr.
      Jack H. Kessler (3)(6)
            
            665,233
            2.0%Dr.
      James C. Richards (3)(7)
            
            293,701
            *Eugene
      Lieberstein (3)(8)
            
            184,868
            *Richard
      F. Maradie (3)(9)
            
            115,000
            *All
      Executive Officers
              and
      Directors as a Group (5 persons) (10)
            
            13,414,002
            38.7%


____________________________________________


*
            Less
      than 1% of the Common Stock outstanding.


(1)
            All
      shares are beneficially owned and sole voting and investment power is held
      by the persons named, except as otherwise
noted.


(2)
            Based
      upon 33,140,006 shares of Common Stock but also reflecting as outstanding,
      with respect to the relevant beneficial owner, the shares which that
      beneficial owner could acquire upon exercise of options exercisable within
      60 days.


(3)
            The
      address of Directors Kessler, Richards, Desjourdy, Maradie and Lieberstein
      is c/o Symbollon Pharmaceuticals, Inc., 99 West Street, Suite J, Medfield,
      MA 02052.


(4)
            Includes
      currently exercisable options and warrants to purchase 1,070,000 shares of
      Common Stock.


(5)
            Includes
      currently exercisable warrants to purchase 558,097 shares of Common Stock
      owned directly by Mr. Cantone, 125,000 shares and warrants to purchase
      93,750 shares of Common Stock owned by his wife, which Mr. Cantone may be
      considered to beneficially own, and to have shared investment and voting
      power with respect to, and warrants to purchase 653,512 shares of Common
      Stock owned by Cantone Research, Inc., a securities broker/dealer owned by
      Mr. Cantone.  The address of Mr. Cantone is c/o Cantone
      Research, Inc., 766 Shrewsbury Avenue, Tinton Falls, NJ
    07724.


(6)
            Includes
      1,100 shares owned by his minor child and currently exercisable options
      and warrants to purchase 65,000 shares of Common
  Stock.


(7)
            Includes
      currently exercisable options to purchase 115,000 shares of Common
      Stock.


(8)
            Includes
      currently exercisable options and warrants to purchase 122,692 shares of
      Common Stock.


(9)
            Includes
      currently exercisable options to purchase 115,000 shares of Common
      Stock.


(10)
            Includes
      currently exercisable options and warrants to purchase 1,487,692 shares of
      Common Stock held by executive officers and directors as a
      group.


10





The following table sets forth
information, as of December 31, 2009, concerning shares issuable under all of
our equity compensation plans.





Equity
      Compensation Plan InformationNumber
      of securities to be issued upon exercise of outstanding options, warrants
      and rights
              (a)
            Weighted
      average exercise price of outstanding options, warrants and
      rights
              (b)
            Number
      of securities remaining available for future issuance (excluding
      securities reflected in column (a))
              (c)Equity
      Compensation Plans Approved by Security Holders
            1,377,500
      (1)
            $0.83
            400,000
      (1)Equity
      Compensation Plans Not Approved by Security Holders
            13,655,000
      (2)
            $0.03
            0
      (2)Total
            15,032,500
            $0.37
            400,000


_____________________________


(1)
            Reflects
      options granted under the 1993 Stock Option Plan, as amended, the 2003
      Non-Employee Director Stock Option Plan or the 2006 Non-Employee Director
      Stock Option Plan.


(2)
            Symbollon
      granted executives 10,275,000 shares of Class A Common Stock, consultants
      1,230,000 shares of Class A Common Stock, the non-executive Board members
      options to purchase 2,000,000 shares of Class A Common Stock and warrants
      to purchase 150,000 shares of Class A Common Stock under various
      consulting agreements.





Item
13.  Certain Relationships and Related Transactions, and Director
Independence





During 2009, we paid an aggregate of
approximately $10,000 for legal services to one of our directors, Eugene
Lieberstein or to Baker & Hostetler, LLP, of which law firm he was a
partner.





We sublet
office space for $900 per month from a company owned by the in-law of one of our
officers and directors, Mr. Desjourdy.  Mr. Desjourdy is also a
director in the other company.





On
December 8, 2008, we signed a sale/license agreement with BioCide Pharma, Inc.
covering upper respiratory tract products based on our proprietary iodine-based
technology.  Under the agreement, we transfered ownership of our
patent application covering use of our technology in the upper respiratory
tract.  As partial consideration under the agreement, we received an
equity position in BioCide equal to 50% ownership of the company.





Under the
terms of the agreement, BioCide received ownership of our patent application
covering use of our technology in the upper respiratory tract and obtained an
exclusive license to our other iodine-based technology for use in the
field.  As partial consideration for the transfer, BioCide issued
625,000 shares of its common stock which represents 50% of BioCide’s outstanding
equity.  Additionally, BioCide agreed to assume all of our outstanding
patent fees and expenses (approximately $18,000) related to the patent
application.  Under the agreement, BioCide is required to raise
$1,250,000 in equity and other funding by the end of 2010.  So long as
we retain at least a 10% ownership position in BioCide, we have the right to
appoint one member of the BioCide’s board of directors.  James
Richards, a director of Symbollon, and Paul Desjourdy, an officer and director
of Symbollon, own the remaining outstanding equity of
BioCide.  Messrs. Richards and Desjourdy are also officers and
directors of BioCide.  As part of the transaction, Mr. Richards loaned
BioCide $50,000 in order for BioCide to cover currently due patent prosecution
expenses related to the transferred patent application.





11


Item 14.  Principal Accountant Fees and
Services





The
following is a summary of the fees billed to Symbollon by Caturano and Company,
P.C. for professional services rendered for the fiscal years ended December 31,
2009 and December 31, 2008:





Fee Category
            Fiscal 2009 Fees
            Fiscal 2008 FeesAudit
      Fees
            $13,000
            $48,240Audit-Related
      Fees
            -
            -Tax
      Fees
            -
            -All
      Other Fees
            -
            -Total
      Fees
            $13,000
            $48,240





Audit
Fees.Consists of fees billed for professional services
rendered for the audit of Symbollon’s annual consolidated financial statements
and review of the interim consolidated financial statements included in
quarterly reports, and services that are normally provided by the independent
auditor in connection with statutory and regulatory filings or
engagements.





Audit-Related
Fees.  Consists of fees billed for assurance and related
services that are reasonably related to the performance of the audit or review
of Symbollon’s consolidated financial statements and are not reported under
“Audit Fees.”  These services included review of registration
statements.





Tax Fees.  Consists
of fees billed for professional services for tax compliance, tax advice and tax
planning.





All Other
Fees.  Consists of fees for products and services other than
the services reported above.





Policy
on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of
Independent Registered Public Accounting Firm





All
services provided by our independent registered public accounting firm,
Caturano, are subject to pre-approval by our Audit Committee.  The
Audit Committee has authorized the Chair of the Committee to approve services by
Caturano in the event there is a need for such approval prior to the next full
Audit Committee meeting.  However, a full report of any such interim
approvals must be given at the next Audit Committee meeting.  Before
granting any approval, the Audit Committee (or the committee Chair, if
applicable) must receive: (1) a detailed description of the proposed service;
(2) a statement from management as to why they believe Caturano is best
qualified to perform the service; and (3) an estimate of the fees to be
incurred.  Before granting any approval, the Audit Committee (or the
committee Chair, if applicable) gives due consideration to whether approval of
the proposed service will have a detrimental impact on Caturano’s
independence.  All Caturano services for 2009 and 2008 were
pre-approved by the Audit Committee.





Audit
Committee Report





Symbollon’s management is responsible
for preparing Symbollon’s financial statements, and the independent registered
public accounting firm, Caturano and Company, P.C., are responsible for
performing an independent audit of Symbollon’s financial statements and
expressing an opinion on the conformity of the financial statements with
generally accepted accounting principles.  The Audit Committee
oversees Symbollon’s financial reporting process on behalf of the Board of
Directors.  In this context, the Audit Committee reports
that:






12





The Audit Committee has reviewed and
discussed with management our audited financial statements for the fiscal year
ended December 31, 2009.





The Audit Committee has discussed with
Caturano and Company, P.C., our independent registered public accounting firm,
the matters required to be discussed by Statement on Auditing Standards No. 61,
as modified or supplemented.





The Audit Committee has received the
written disclosures and the letter from the independent registered public
accounting firm required by Independence Standards Board Standard No. 1
(“Independence Discussions with Audit Committees”), as modified or supplemented,
and has discussed with Caturano and Company, P.C. that firm’s
independence.





Based upon the review and discussions
referred to above, the Audit Committee recommended to the Board of Directors
that our audited financial statements be included in our Annual Report on Form
10-K for the fiscal year ended December 31, 2009 for filing with the Securities
and Exchange Commission.





This report is submitted by the members
of the Audit Committee.





James C. Richards
(Chairman)


Richard F. Maradie


Eugene Lieberstein





Item 15.  Exhibits, Financial Statement
Schedules





See Index
to Exhibits on Page E-1.





13





SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused
this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.








SYMBOLLON PHARMACEUTICALS,
INC.





By: /s/ Paul C.
Desjourdy..


Paul C.
Desjourdy


President





Date:
April 29, 2010





In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.





Signature
            Title
            Date/s/
      Paul C. Desjourdy
            President,
      Chief Executive Officer,
            April
      29, 2010Paul
      C. Desjourdy
            Treasurer,
      Chief Financial Officer,General
      Counsel, and Director(Principal
      Executive, Financialand
      Accounting Officer)/s/
      Jack H. Kessler
            Chairman
      of the Board of Directors
            April
      29, 2010Jack
      H. Kessler
            and
      Secretary/s/
      James C. Richards
            Director
            April
      29, 2010James
      C. Richards/s/
      Richard F. Maradie
            Director
            April
      29, 2010Richard
      F. Maradie/s/
      Eugene Lieberstein
            Director
            April
      29, 2010Eugene
      Lieberstein


14


Symbollon
Pharmaceuticals, Inc.


Index
to Exhibits





31.1
            Certification
      of the Chief Executive Officer and Chief Financial Officer required by
      Securities Exchange Act Rule 13a-14(a) as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.
  *


32.1
            Certification
      of the Chief Executive Officer and Chief Financial Officer required by
      Securities Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
      *








*
            Filed
      herewith.








E-1