schedule14a_04222008.htm

SYMBOLLON PHARMACEUTICALS, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON

MAY 21, 2008

TO THE STOCKHOLDERS OF SYMBOLLON PHARMACEUTICALS, INC.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Symbollon Pharmaceuticals, Inc., a Delaware corporation ("Symbollon"), will be held at our executive offices, located at 37 Loring Drive, Framingham, Massachusetts 01702-8768, on May 21, 2008 at 10:00 a.m., local time, for the following purposes:

1.	To consider and act upon the election of one director as the Class III director to serve on our Board of Directors for a three-year term expiring at the Annual Meeting of Stockholders in 2011;

2.	To consider and act upon a proposal to ratify the appointment of Vitale, Caturano & Company, Ltd. as the independent registered public accounting firm of Symbollon for the current fiscal year ending December 31, 2008; and

3.	To transact such other business as may properly come before the Annual Meeting or any adjournments thereof.

The close of business on April 1, 2008 has been fixed as the record date for the determination of stockholders entitled to notice of, and to vote at, the meeting.

All stockholders are cordially invited to attend the meeting. Whether or not you expect to attend, you are kindly requested by the Board of Directors to sign, date and return the enclosed proxy promptly. Stockholders who execute proxies retain the right to revoke them at any time prior to the voting thereof. A return envelope which requires no postage if mailed in the United States is enclosed for your convenience.

By the order of the Board of Directors,

PAUL C. DESJOURDY

Assistant Secretary

Dated: April 14, 2008

SYMBOLLON PHARMACEUTICALS, INC.

37 LORING DRIVE

FRAMINGHAM, MA 01702-8768

(508) 620-7676

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Symbollon Pharmaceuticals, Inc. (“Symbollon”) for the Annual Meeting of Stockholders to be held at our executive offices, located at 37 Loring Drive, Framingham, Massachusetts 01702-8768, on May 21, 2008 at 10:00 a.m., local time, and for any adjournment or adjournments thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. Any stockholder giving such a proxy has the power to revoke it at any time before it is voted. Written notice of such revocation should be forwarded directly to our Assistant Secretary, at the above stated address. Attendance at the meeting will not have the effect of revoking the proxy unless such written notice is given.

If the enclosed proxy is properly executed and returned, the shares represented thereby will be voted in accordance with the directions thereon and otherwise in accordance with the judgment of the persons designated as proxies. Any proxy on which no direction is specified will be voted (1) for the election of the nominees set forth under the caption "Election of Director;" (2) for the ratification of the appointment of Vitale, Caturano & Company, Ltd. as our independent registered public accounting firm; and (3) in the discretion of the proxies, on any other business which may properly come before the meeting or any adjournments thereof.

The approximate date on which we intend to mail or otherwise deliver copies of this Proxy Statement and the accompanying form of proxy to our stockholders is April 18, 2008.

Your vote is important. Accordingly, you are urged to sign and return the accompanying proxy card whether or not you plan to attend the meeting. If you do attend, you may vote by ballot at the meeting, thereby canceling any proxy previously given.

VOTING

Only holders of shares of our Class A Common Stock, $.001 par value per share (the "Common Stock"), of record as at the close of business on April 1, 2008, are entitled to vote at the meeting. On the record date there were issued and outstanding 16,473,340 shares of Common Stock. Each outstanding share of Common Stock is entitled to one vote upon all matters to be acted upon at the meeting. A majority of the outstanding shares of Common Stock, represented at the meeting in person or by proxy, shall constitute a quorum. The affirmative vote of a plurality of the votes cast is necessary to elect the nominee as director. A majority of the votes cast is necessary to ratify the appointment of Vitale, Caturano & Company, Ltd. as our independent auditors. Abstentions and broker non-votes are included in the determination of the number of shares of Common Stock present at the meeting for quorum purposes, but not in the tabulation of the votes cast on proposals presented to stockholders.

The stockholders vote at the meeting by casting ballots (in person or by proxy) which are tabulated by a person appointed by the Board of Directors before the meeting to serve as the inspector of election at the meeting and who has executed and verified an oath of office. The cost of preparing, assembling and mailing the proxy, this Proxy Statement and the other material enclosed will be borne by us. In addition to the solicitation of proxies by use of the mails, our officers and employees may solicit proxies by telephone or other means of communication. We, through our transfer agent, will request brokerage houses, banking institutions, and other custodians, nominees and fiduciaries, with respect to shares of Common Stock held of record in their names or in the names of their nominees, to forward the proxy material to the beneficial owners of such shares and will reimburse them for their reasonable expenses in forwarding the proxy material.

BOARD OF DIRECTORS

Election 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 term of the Class III director expires at this Meeting. The terms of the Class I and Class II directors will expire at the 2009 and 2010 Annual Meetings of Stockholders, respectively. One director is to be elected at this Meeting to fill the term of the Class III director that expires at this Meeting. The Board of Directors has proposed Jack H. Kessler as nominee for reelection as our Class III director at this Meeting. If elected to be the Class III director, such nominee will serve until the expiration of his term at the Annual Meeting of Stockholders in 2011 and until his successor is elected and qualified.

Unless authority to do so has been withheld or limited in the proxy, it is the intention of the persons named as proxies to vote at the meeting the shares of Common Stock to which the proxy relates to elect the nominee named above. The nominee is currently serving as a director of Symbollon. The Board of Directors recommends that the nominee be elected as a director of Symbollon and it is intended that the accompanying proxy will be voted for his election as director, unless the proxy contains contrary instructions. We have no reason to believe that the nominee will not be a candidate or will be unable to serve. However, in the event that the nominee should become unable or unwilling to serve as a director, the persons named in the proxy have advised that they will vote for the election of such person as shall be designated by management.

Members of the Board of Directors

The following table provides the names and ages of the nominees and the other 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 Directorships

Nominee for Election as Class III Director to Serve Until the 2011 Annual Meeting of Stockholders

Jack H. Kessler, Ph.D….....	57	1986	Executive Vice President since June 2005, Chief Scientific Officer and Secretary since May 1991, and Chairman of the Board of Directors of Symbollon since May 1996. 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.

Class I Directors Whose Terms Continue Until the 2009 Annual Meeting of Stockholders

Paul C. Desjourdy…….…..	46	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.
Eugene Lieberstein.……….	69	1998	Law partner at the law firm of Anderson Kill & Olick, P.C. specializing in patent procurement and litigation (Mr. Lieberstein and his firm serve as patent counsel for Symbollon) since March 2000. 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 March 2000. Patent Counsel for Union Carbide Corporation from 1970 to 1993.

Name	Age	Director Since	Principal Occupation, Other Business Experience and Other Directorships

Class II Directors Whose Terms Continue Until the 2010 Annual Meeting of Stockholders

James C. Richards, Ph.D….	60	1991	President, Chief Executive Officer and a director of EdgeLight BioScience, Inc., a privately held company specializing in waveguide technologies, since October 2000. 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.
Richard F. Maradie…….....	60	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.

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.

Recommendation of the Board of Directors

The Board of Directors recommends that the Stockholders vote FOR the nominee.

General Information Concerning the Board of Directors and its Committees

Our Board of Directors met four times in the fiscal year ended December 31, 2007. 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.

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 2007.

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’s charter was appended as Exhibit A to the proxy statement for our 2005 Annual Meeting of Stockholders and can be found on our website at www.symbollon.com. The Audit Committee met one time during fiscal 2007.

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 2007. 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.

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.

No candidates for director nominations were submitted to the Board by any stockholder in connection with the 2008 annual meeting. Any stockholders desiring to present a nomination for consideration by the Board prior to our 2009 annual meeting should do so prior to December 14, 2008 in order to provide adequate time to duly consider the nominee.

Shareowner Communications with Board

The Board of Directors has implemented a process by which our stockholders may send written communications to the Board’s attention. Any stockholders desiring to communicate with our Board, or one or more of our directors, may send a letter addressed to the Symbollon Pharmaceuticals, Inc. Board of Directors c/o Assistant Secretary, 37 Loring Drive, Framingham, MA 01702. The Assistant Secretary has been instructed by the Board to promptly forward all communications so received to the full Board or the individual Board members specifically addressed in the communication.

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.

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding the beneficial ownership of our Common Stock as of April 1, 2008 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 (1)	Shares of Common Stock Beneficially Owned	Percent of Class (2)
Anthony J. Cantone (3)	2,250,959	12.6%
Paul C. Desjourdy (4)(5)	2,155,200	12.3%
Dr. Jack H. Kessler (4)(6)	1,580,233	9.1%
Renaissance US Growth Investment Trust PLC (7)	1,214,286	7.1%
Renaissance Capital Growth & Income Fund III, Inc. (7)(8)	1,214,286	7.1%
Premier RENN US Emerging Growth Fund Ltd. (7)(8)	1,214,286	7.1%
Dr. James C. Richards (4)(9)	228,701	1.4%
Eugene Lieberstein (4)(10)	119,868	*
Richard F. Maradie (4)(11)	50,000	*
All Executive Officers and Directors as a Group (5 persons) (12)	4,134,002	22.3%

____________________________________________

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 16,473,340 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)

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 728,712 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.

(4)	The address of Directors Kessler, Richards, Desjourdy, Maradie and Lieberstein is c/o Symbollon Pharmaceuticals, Inc., 37 Loring Drive, Framingham, MA 01702.

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

(6)	Includes 1,100 shares owned by his minor child and currently exercisable options to purchase 860,000 shares of Common Stock.

(7)	Includes currently exercisable warrants to purchase 607,143 shares of Common Stock.

(8)	RENN Capital Group is the investment adviser to this fund and may vote and dispose of the shares on behalf of the fund pursuant to an investment advisory agreement.

(9)	Includes currently exercisable options to purchase 50,000 shares of Common Stock.

(10)	Includes currently exercisable options and warrants to purchase 57,692 shares of Common Stock.

(11)	Includes currently exercisable options to purchase 50,000 shares of Common Stock.

(12)	Includes currently exercisable options to purchase 2,087,692 shares of Common Stock held by executive officers and directors as a group.

EXECUTIVE COMPENSATION

Summary 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 Table
Name and Principal Position	Year	Salary ($)	Bonus ($)	Option Awards ($)	Total ($)

Paul C. Desjourdy (1)	2007	$278,500	-0-		$278,500
Chief Executive Officer, President,	2006	$265,000	-0-	$642,267 (2)	$907,267
Chief Financial Officer and Treasurer

Jack H. Kessler (1)	2007	$200,000	-0-		$200,000
Chief Scientific Officer, Executive	2006	$190,000	-0-	$437,188 (2)	$627,188
Vice President and Secretary

__________________________

(1)	For information on the limited recourse loan repayment resulting from Messrs. Desjourdy’s and Kessler’s resignation on December 30, 2005 (they were rehired January 3, 2006), see “Transactions With Related Persons, Promoters and Certain Control Persons” below.

(2)

Messrs. Desjourdy and Kessler were issued options to purchase 600,000 and 420,000 shares of Class A common stock, respectively, on January 3, 2006 (options vest one-third each of the first three anniversaries, are exercisable at $0.87 per share and have a 10 year term) and options to purchase 400,000 and 260,000 shares, respectively, on December 29, 2006 (options vest 250,000 and 200,000, respectively, on date of grant and one-third of the remainder over each of the first three anniversaries, are exercisable at $0.90 per share and have a 10 year term). Amounts set forth in this column represent the aggregate grant date fair value of these options, computed in accordance with FAS 123R and recognized for financial statement purposes, estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:

		Year Ended December 31, 2006

Weighted-average expected stock-price volatility		64.8-102%

Weighted-average expected option life		5-6 years

Average risk-free interest rate		4.32 - 4.70%

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.

Employment Agreements and Termination Benefits

On January 3, 2006, the Company entered into new employment agreements with Paul C. Desjourdy to serve as its Chief Executive Officer, Chief Financial Officer and President and Jack H. Kessler to serve as its Chief Scientific Officer. Both agreements were amended on February 7, 2008 to extend their expiration date to December 2011. In 2007, Mr. Desjourdy and Dr. Kessler received salaries of $278,500 and $200,000 per annum, respectively. Both Executive Officers have agreed to devote their full time and best efforts to fulfill their duties and responsibilities to Symbollon. They will be entitled to participate in employee benefit plans.

We have the right to terminate the agreements for Cause (as defined therein) or as a result of the Executive Officers' death or Permanent Disability (as defined therein). The Executive Officers have the right to terminate their agreements on account of their Constructive Discharge (as defined therein). Except in the case of termination for Cause, upon early termination of their agreements, the Executive Officers shall be entitled to receive their salaries plus fringe benefits for a period of 12 months from the date of termination and any bonuses prorated through the date of termination.

Both Executive Officers have agreed not to disclose to anyone our confidential information during the term of their employment or thereafter and will not compete with us utilizing our proprietary information, know-how or trade secrets during the term of their employment or thereafter. All work, research and results thereof, including, without limitation, inventions, processes or formulae made, conceived or developed by the Executive Officers during the term of employment which are related to the business, research, and development work or field of operation of Symbollon shall be our property.

Dr. Kessler is a principal stockholder, officer and director of a company which has rights to use technology that he developed pertaining to contact lens disinfection. This technology, which is similar to our technology, is not expected to be assigned to us. As a result, use of our technology in the area of contact lens disinfection may require the prior consent of such other company or the then owner of such rights.

For information on our executive loan program for stock option exercises and the limited recourse loan repayment by Messrs. Desjourdy and Kessler pursuant thereto, see “Transactions with Related Persons, Promoters and Certain Control Persons” below.

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, 2007.

Outstanding Equity Awards at Fiscal Year-End
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date

Paul C. Desjourdy	300,000	-0-	$0.275	11/21/2008
	300,000	400,000 (1)	$0.87	1/3/2016
	300,000	100,000 (2)	$0.90	12/29/2016

Jack H. Kessler	300,000	-0-	$0.275	11/21/2008
	140,000	280,000 (3)	$0.87	1/3/2016
	220,000	40,000 (4)	$0.90	12/29/2016

_____________________________

(1)	These options vest 200,000 shares each of the first three anniversaries from the grant date of January 3, 2006.

(2)	These options vest 50,000 shares each of the first three anniversaries from the grant date of December 29, 2006.

(3)	These options vest 140,000 shares each of the first three anniversaries from the grant date of January 3, 2006.

(4)	These options vest 20,000 shares each of the first three anniversaries from the grant date of December 29, 2006.

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 Compensation
Name	Fees Earned or Paid in Cash ($)	Option Awards ($)	All Other Compensation ($)	Total ($)

James C. Richards	-0-	$7,187 (1) (2)	-0-	$7,187

Richard F. Maradie	-0-	$7,187 (1) (3)	-0-	$7,187

Eugene Lieberstein	-0-	$7,187 (1) (4)	$60,043 (5)	$67,230

_____________________________

(1)

Represents an option to purchase 10,000 shares of Class A Common Stock granted on January 3, 2007 (options vest one-half each of the first two anniversaries; are exercisable at $0.90 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, 2007

Weighted-average expected stock-price volatility		97.3%

Weighted-average expected option life		6 years

Average risk-free interest rate		4.76%

Average dividend yield		0.0%

(2)

Dr. Richards has options having a 10 year term to purchase 57,500 shares outstanding at December 31, 2007 by grants on May 19, 2004 for 25,000, annual grants of 2,500 each on the first business day of each year for an aggregate of 22,500 pursuant our 1995 Non-Employee Directors’ Stock Option Plan and an annual grant of 10,000 on the first business day of 2007 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 2008 pursuant to our 2006 Non-Employee Directors’ Stock Option Plan.

(3)

Mr. Maradie has options having a 10 year term to purchase 65,000 shares outstanding at December 31, 2007 by grants on April 1, 1998 for 10,000, May 19, 2004 for 25,000, annual grants of 2,500 each on the first business day of each year for an aggregate of 20,000 pursuant our 1995 Non-Employee Directors’ Stock Option Plan and an annual grant of 10,000 on the first business day of 2007 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 2008 pursuant to our 2006 Non-Employee Directors’ Stock Option Plan.

(4)

Mr. Lieberstein has options having a 10 year term to purchase 65,000 shares outstanding at December 31, 2007 by grants on April 1, 1998 for 10,000, May 19, 2004 for 25,000, annual grants of 2,500 each on the first business day of each year for an aggregate of 20,000 pursuant our 1995 Non-Employee Directors’ Stock Option Plan and an annual grant of 10,000 on the first business day of 2007 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 2008 pursuant to our 2006 Non-Employee Directors’ Stock Option Plan.

(5)	Mr. Lieberstein provided legal services, either personally or through his firm, Anderson Kill & Olick, P.C., in which law firm he is a partner, during 2007.

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 2007 all Section 16(a) filing requirements applicable to our directors, officers and greater than ten percent beneficial owners were timely satisfied.

The following table sets forth information, as of December 31, 2007, concerning shares issuable under all of our equity compensation plans.

Equity Compensation Plan Information
	Number 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	2,467,500 (1)	$0.78	773,855 (1)
Equity Compensation Plans Not Approved by Security Holders	430,000 (2)	--	0 (2)
Total	2,897,500	$0.78	773,855

_____________________________

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

(2)	Symbollon granted consultants 190,000 shares of Class A Common Stock and warrants to purchase 240,000 shares of Class A Common Stock under various consulting agreements.

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

During 2007 and 2006, we paid an aggregate of approximately $60,000 and $54,000, respectively, for legal services to one of our directors, Eugene Lieberstein or to Anderson Kill & Olick, P.C., of which law firm he was a partner.

During 2006, we paid an aggregate of $40,000 for consulting services to one of our directors, James Richards.

We exchange office space for services with a company owned by the spouse and in-law of one of our officers and directors, Mr. Desjourdy. Mr. Desjourdy is also a director in the other company. The estimated annual value for 2007 and 2006 of the relationship is $5,000 and $9,600, respectively, for each year.

In May 2000, the Board of Directors approved an executive loan program pursuant to which our executives could borrow from us up to $500,000 each for the purpose of exercising stock options. Under the program, any borrowings would be evidenced by a promissory note bearing interest at the applicable federal rate and secured by the underlying shares purchased. In the event the executive’s employment with us terminated prior to December 31, 2005, and the market value of the pledged shares on the date of such termination is less than the principal and accrued but unpaid interest under the note at such time, then our sole recourse for payment of the note would be the pledged shares.

In January 2001, Messrs. Desjourdy and Kessler, who are directors and executive officers, exercised options to purchase 251,614 and 211,281 shares of Common Stock, respectively, pursuant to our executive loan program. The principal amounts of the promissory notes for Messrs. Desjourdy and Kessler were $448,915 and $385,645, respectively.

On December 30, 2005, Messrs. Desjourdy and Kessler resigned from their employment with Symbollon in order to avail themselves of their contractual rights to limit our recourse to collect the promissory notes to the pledged stock. On December 30, 2005, Messrs. Desjourdy and Kessler returned their stock (having a then market value of $193,743 and $162,686, respectively), and the promissory notes were cancelled. The officers were subsequently rehired on January 3, 2006 under new employment agreements. For information concerning employment agreements with and options granted to or held by our officers, see “Executive Compensation”.

On December 29, 2006 and January 16, 2007, we completed private placements to accredited investors for an aggregate of 3,213,632 shares of Class A common stock and 2,410,224 redeemable warrants for gross proceeds of $2,570,106 (aggregate net proceeds were $2,368,038). Mr. Anthony Cantone and his wife purchased 750,000 shares and 562,500 redeemable warrants for gross investment of $600,000 in the financing, as result of which Mr. Cantone became a beneficial owner of more than 5% of the outstanding shares of our Common Stock. Mr. Cantone and his firm, Cantone Research, Inc., received $194,099 in brokerage commissions and 592,859 redeemable warrants for services related to the financing.

On May 14, 2007, Symbollon entered into a business consulting agreement with Cantone Research, Inc. pursuant to which Cantone Research agreed to provide consulting services for a one year period. Cantone Research received as compensation redeemable warrants to purchase 150,000 shares of Class A common stock exercisable at $1.20 per share.

From September through December 2007, Symbollon completed private placements to accredited investors for an aggregate of 2,573,086 shares of Class A common stock and a like number of redeemable warrants for gross proceeds of $1,801,160 (aggregate net proceeds were $1,704,350). Mr. Cantone’s firm, Cantone Research, Inc., received $52,640 in brokerage commissions and 75,200 redeemable warrants for services related to the financing. After the completion of the financing, Mr. Cantone, including shares and warrants held by himself, his wife and his broker/dealer securities firm, held 870,400 shares and 1,380,559 redeemable warrants

Audit Committee Report

Symbollon’s management is responsible for preparing Symbollon’s financial statements, and the independent registered public accounting firm, Vitale, Caturano & Company, Ltd., 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:

The Audit Committee has reviewed and discussed with management our audited financial statements for the fiscal year ended December 31, 2007.

The Audit Committee has discussed with Vitale, Caturano & Company, Ltd., 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 Vitale, Caturano & Company, Ltd. 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-KSB for the fiscal year ended December 31, 2007 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

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors recommends a vote for the ratification of Vitale, Caturano & Company, Ltd. (“Vitale”) as the independent registered public accounting firm for Symbollon for 2008.

Vitale served as our independent registered public accounting firm for our 2007 fiscal year. We have requested that a representative of Vitale attend the annual meeting. Such representative will have an opportunity to make a statement, if he or she desires, and will be available to respond to appropriate questions of stockholders.

Principal Accountant Fees and Services

The following is a summary of the fees billed to Symbollon by Vitale for professional services rendered for the fiscal years ended December 31, 2007 and December 31, 2006:

Fee Category	Fiscal 2007 Fees	Fiscal 2006 Fees
Audit Fees	$34,400	$28,500
Audit-Related Fees	-	17,500
Tax Fees	-	-
All Other Fees	4,000	-

Total Fees	$38,400	$46,000

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, Vitale, are subject to pre-approval by our Audit Committee. The Audit Committee has authorized the Chair of the Committee to approve services by Vitale 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 Vitale 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 Vitale’s independence. All Vitale services for 2007 and 2006 were pre-approved by the Audit Committee.

OTHER MATTERS

The Board of Directors is not aware of any matters not set forth herein that may come before the meeting. If, however, further business properly comes before the meeting, the persons named in the proxies will vote the shares represented thereby in accordance with their judgment.

STOCKHOLDERS PROPOSALS FOR THE 2009 PROXY STATEMENT

Stockholders may submit proposals on matters appropriate for stockholder action at annual meetings in accordance with regulations adopted by the Securities and Exchange Commission. To be considered for inclusion in the proxy statement and form of proxy relating to the 2009 annual meeting, such proposals must be received by Symbollon no later than December 14, 2008. Proposals should be directed to the attention of our Assistant Secretary.

STOCKHOLDERS PROPOSALS FOR PRESENTATION AT THE 2009 ANNUAL MEETING WITHOUT INCLUSION IN THE PROXY STATEMENT

Stockholders who wish to present any proposal or matter at the 2009 Annual Meeting of Stockholders (other than by the process for including stockholder proposals in the proxy statement) are required to notify our Investor Relations Department of their intent no later than March 1, 2009. The notice should describe the proposal or matter. This requirement does not apply to the deadline for submitting stockholder proposals for inclusion in the proxy statement (see “Stockholders Proposals for the 2009 Proxy Statement” above), nor does it apply to questions a stockholder may wish to ask at the meeting.

We retain discretion to vote proxies we receive with respect to such proposals received after March 1, 2009. We retain discretion to vote proxies we receive with respect to such proposals received on or prior to March 1, 2009 provided (i) we include in our proxy statement advice on the nature of the proposal and how we intend to exercise our voting discretion and (ii) the proponent does not issue a proxy statement to holders of at least the percentage of our outstanding shares required to approve the proposal.

ANNUAL REPORT ON FORM 10-KSB

We are furnishing without charge to each person whose proxy is being solicited, a copy of our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007, including the financial statements and schedules thereto, but excluding exhibits. Requests for additional copies of such report should be directed to Symbollon, Attention: Investor Relations.

By order of the Board of Directors,

PAUL C. DESJOURDY

Assistant Secretary

Dated: April 14, 2008

To Our Shareholders:

We recently announced the results of a Phase III clinical trial designed to evaluate the effectiveness of IoGen™ for the treatment of moderate to severe cyclic pain associated with fibrocystic breast disease. In the study, patients were dosed once a day for up to six months with either a 6-mg IoGen tablet or placebo. There was no statistically significant difference between the treatment groups on the primary endpoint of pain reduction. The findings demonstrated equivalence between the active 6-mg IoGen formulation and the placebo in achieving the primary efficacy endpoint. The data also showed no statistically significant difference between the two groups in achieving the secondary efficacy endpoint of fibrosis reduction. The overall incidence rates of treatment-related adverse events, serious adverse events or adverse events leading to discontinuation were generally similar between treatment groups.

The study randomized 142 patients. Of this group, 61 patients were included in the IoGen intent-to-treat group and 65 patients in the placebo intent-to-treat group. IoGen was clinically successful in achieving the primary efficacy endpoint of pain reduction in 34 of 61 (56%) patients, compared to positive responders in the placebo group of 38 of 65 (58%) patients. IoGen was successful in achieving the secondary endpoint of at least 25% reduction of fibrosis in 38 of 54 (71%) patients, compared to positive responders in the placebo group of 39 of 61 (64%) patients.

We are extremely surprised and disappointed by the high placebo results in this study. While we will continue to evaluate the data, the results of this study will severely limit our ability to proceed with the clinical development of IoGen. Based on the Company’s limited resources, management and the Board of Directors will be evaluating the Company’s ability to continue operations. We have adequate resources to continue operations through June. In light of these clinical results, it may be difficult for us to raise additional resources. Our focus will be to maximize shareholder value by leveraging the Company’s proprietary technology.

Sincerely,

/S/ Jack H. Kessler /s/ Paul C. Desjourdy

Jack H. Kessler, Paul C. Desjourdy,

Chairman of the Board, Director, President,

Executive Vice President Chief Executive Officer

and Chief Scientific Officer and Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-KSB

(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, 2007

[ ] 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.

(Name of small business issuer in its charter)

Delaware (State of incorporation)	36-3463683 (I.R.S. employer identification no.)
37 Loring Drive Framingham, Massachusetts (Address of principal executive offices)	01702 (Zip Code)

(508) 620-7676

(Issuer’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)

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. [ ]

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 __

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB. [ X ]

Indicate by check marks whether the registrant is a shell company (as define in Rule 12b-2 of the Exchange Act). Yes__ No _X_

The issuer's revenues for its most recent fiscal year (year ended December 31, 2007) were none.

As of March 25, 2008, the aggregate market value of the voting and non-voting common equity of the issuer (consisting of Class A Common Stock, $.001 par value per share) held by non-affiliates of the issuer was approximately $11,542,504 based upon the closing price of such stock on that date.

As of March 25, 2008, 16,473,340 shares of Class A Common Stock of the issuer were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive Proxy Statement to be delivered to stockholders in connection with the Annual Meeting of Stockholders to be held on May 21, 2008 are incorporated by reference into Part III hereof. With the exception of the portions of such Proxy Statement expressly incorporated into this Annual Report on Form 10-KSB by reference, such Proxy Statement shall not be deemed filed as part of this Annual Report on Form 10-KSB.

Transitional Small Business Disclosure Format (check one): Yes ___ No _X_

Special Note Regarding Forward Looking Statements

In addition to the historical information contained herein, this Annual Report on Form 10-KSB contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to statements concerning plans, objectives, goals, strategies, prospects, financial needs, future performance and future costs and expenditures. Such statements may be identified or qualified, without limitation, by words such as "likely", "will", "suggests", "may", "would", "could", "should", "expects", "anticipates", "estimates", "plans", "projects", "believes", or similar expressions (and variants of such words or expressions). Investors are cautioned that forward-looking statements are inherently uncertain. Actual performance, achievements and results may differ materially from those expressed, projected or suggested in the forward-looking statements due to certain risks and uncertainties, including, but not limited to, the risks and uncertainties described or discussed in the section "Risk Factors" in this Annual Report on Form 10-KSB. The forward-looking statements contained herein represent the Company's judgment as of the date of this Annual Report on Form 10-KSB, and we caution readers not to place undue reliance on such statements.

PART I

Item 1. Description of Business

General Background

We are engaged in development and commercialization of proprietary iodine-based pharmaceutical agents and antimicrobials (collectively referred to as "applications"). We are a Delaware corporation incorporated in August 1993 and is the successor by merger to a Massachusetts corporation incorporated in May 1991, which was the successor by merger to an Illinois corporation, which was incorporated in July 1986. Following stockholder approval at the 2001 Annual Meeting of Stockholders, we changed our name from Symbollon Corporation to our current name.

Recent Developments

Proposed Acquisition

On March 7, 2008, we signed a term sheet with all shareholders of Xi’an Maidefa Pharmaceutical Co., Ltd. (“Medpharm”) to acquire Medpharm. Medpharm is a fully-integrated pharmaceutical company currently marketing 23 products to the dairy and aquaculture markets in China. Medpharm was founded by Dr. Yongjun Duan, the former director of research and development of Symbollon.

We hope to achieve the following from the acquisition:

-	Positive cash flow from anticipated 2008 Medpharm revenues;

-	Development of product formulations using Medpharm’s experienced development team;

-	Access to the Chinese clinical development market for its molecular iodine technology;

-	Eventual commercialization of Symbollon’s products in high-growth Chinese market;

-	Broadening of Medpharm sales by in-licensing of third party products;

-	Increased licensing of our product opportunities based on clinical data produced in China;

-	Access to low-cost manufacturing capacity for new products; and

-	Significant increase in human resources to facilitate growth.

Medpharm was founded in February 2003 by Dr. Yongjun Duan. Dr. Duan was employed from 1994 through 2001 by Symbollon, most recently as its director of research and development. While at Symbollon, Dr. Duan helped develop the IoGen™ compound, Symbollon’s proprietary drug currently in clinical trials for the treatment of breast pain and tenderness associated with fibrocystic breast disease. After leaving Symbollon, Dr. Duan founded Medpharm. Since initiating sales in 2005, Medpharm has more than doubled its annual sales year-over-year to their current levels of over $400,000 in 2007. Based on current activities, Medpharm is anticipating further sales growth in 2008. Currently, Medpharm employs over 30 employees, with over 70% holding college degrees. Upon closing of the acquisition, Dr. Duan will be joining Symbollon as its Vice President of Asian Operations, overseeing, in part, the Medpharm activities.

Under the term sheet, Medpharm will be acquired for $1.5 million. Symbollon will acquire approximately 64% of the company in a stock swap for unregistered Symbollon shares valued at approximately $960,000 and acquire an option to purchase for approximately $540,000 the remainder of the company for cash. The option is exercisable at any time after the initial closing over the remainder of 2008. The initial closing for 64% of Medpharm is expected to occur during April 2008. Symbollon’s stock shall be valued at the 20 business day weighted average of the closing price as quoted on the OTC Bulletin Board preceding the closing, not to exceed $1.42 per share. Symbollon will need additional resources in order to exercise the option and acquire the remaining 36% of Medpharm shares.

The Company's Technology

Iodine has been shown to be a rapid acting, broad-spectrum antimicrobial and an effective therapeutic for certain pharmaceutical applications. We have developed proprietary iodine technology that we believe maximizes the “therapeutic index” of iodine. The “therapeutic index” of a drug is the ratio of the largest safe dose to the smallest effective dose. Our technology accomplishes this by controlling the ratio of molecular iodine (I2), to the other inactive species of iodine typically present in solution. We believe that this will enable us to produce iodine-based applications having advantages over currently available products.

We believe that our iodine-based technology has potential use in a number of product application areas. These applications can be grouped into women’s healthcare and infection control.

When used for infection control applications, we believe that the major strengths of our patented technology are the minimization of staining and color associated with traditional iodine products, broad spectrum of antimicrobial activity, rapidity of cidal activity, safe residues, no known resistance and no environmental disposal concerns. The primary weaknesses of our technologies are the inconvenience and cost of a multi-part delivery system and the potential for staining and corrosivity.

Concerning women’s healthcare, we believe that a relationship exists between iodine deficiency and the increased incidence of certain female health problems. These include some types of premenopausal breast cancer, fibrocystic breast disease (“FBD”) and endometriosis. We believe that the underlying causation of these problems relates to the monthly ovarian cycle and the proper functioning of the gonadotropic hormones.

Bovine Teat Sanitizer Product

During 1994, we co-developed a bovine teat sanitizer, marketed as “IodoZyme®”, with West Agro, Inc. of Kansas City, MO (“West Agro”), a subsidiary of the Tetra Laval Group and a leading manufacturer and distributor of iodophor-based products for dairy use. In January 1995, Symbollon and West Agro signed a marketing and supply agreement covering IodoZyme, and we began shipping IodoZyme to West Agro in early 1995. Pursuant to this agreement, West Agro was granted the exclusive worldwide right to market, distribute, promote and sell IodoZyme. Under the agreement, we manufactured and supplied West Agro with IodoZyme in finished product form.

Net product sales for 2006 from IodoZyme were $39,833. IodoZyme sales ceased after 2006 as West Agro has decided to discontinue offering it for sale.

Product Development

Since 2000, we have concentrated our product development work on the proposed product application for a treatment for fibrocystic breast disease. We spent approximately $2,805,000 and $1,749,000 on research and development during the years ended December 31, 2007 and 2006, respectively.

Given our limited financial resources, the uncertainty of the development effort and the necessity for regulatory approval, there can be no assurance of ultimate success with respect to any product development program or that resulting products, if any, will be commercially successful. Additionally, our limited resources will require substantial support for new business initiatives from corporate partners who would ultimately introduce the products into the marketplace.

Recent material developments in our ongoing programs are described below.

Women’s Healthcare

We have developed an oral dosage form of our technology which generates molecular iodine in situ in the stomach of the patient. We refer to this tablet as IoGen™. Based on the available scientific literature, we believe that IoGen may be effective in the prevention and treatment of certain female health problems, including some types of premenopausal breast cancer, FBD and endometriosis.

We have chosen to pursue a treatment for moderate to severe cyclic pain and tenderness (“mastalgia”) associated with FBD based, in part, on the published results covering previous independent third party testing conducted for this indication. Collectively, approximately 3,000 women afflicted with FBD have been orally administered various forms of iodine. The scientific literature includes data on over 1,500 of these women who were dosed with aqueous forms of iodine with reported clinical improvement in their symptoms occurring in 60% or greater of those women. In May 2004, we acquired certain assets from Mimetix, Inc., a privately held company, and other related parties, associated with their iodine development efforts in women’s healthcare for 550,000 shares of Symbollon’s Class A common stock. These assets include information on approximately 3,000 women with fibrocystic breast disease dosed with iodine, including the patient data from three clinical trials utilizing molecular iodine and the intellectual property covering their efforts, inclusive of eight issued US patents. We intend to submit the Mimetix patient data as part of our patient exposure requirement for IoGen.

FBD is a benign breast condition characterized by lumpiness, breast pain and tenderness. FBD affects approximately thirty-five percent of the women of childbearing age, which represents in the United States about 24 million women. It has been estimated that moderate to severe mastalgia occurs in approximately 11% of the women of childbearing age, or about 7.5 million women.

During 2000, we completed Phase I and Phase II trials evaluating IoGen. Since the completion of the Phase II trial, we have worked with the United States Food and Drug Administration (“FDA”) to reach an understanding concerning the remaining information that would be necessary for us to submit as part of its New Drug Application (“NDA”) covering our request for marketing approval of IoGen for the treatment of cyclic breast pain and tenderness (mastalgia) associated with FBD. The primary remaining activities required for the NDA include conducting two Phase III pivotal clinical trials, gathering exposure data on approximately 1,500 patients and conducting one two-year toxicity study in rodents.

In April 2005, Symbollon and Bioaccelerate Holdings, Inc. (“Bioaccelerate”) formed an exclusive worldwide licensing and co-marketing agreement for IoGen for the treatment of cyclic mastalgia associated with FBD. Under the terms of the agreement, Bioaccelerate was responsible for the development and commercialization expenses of IoGen through its wholly owned subsidiary, Amilar Pharmaceuticals, a specialty pharmaceutical company with development stage compounds in women’s health. Bioaccelerate had the primary responsibility for the commercialization of IoGen, and we were to oversee the future clinical development efforts necessary to seek marketing approval for IoGen. The parties would have shared in any net profits upon commercialization. Pursuant to the agreement with Bioaccelerate, Bioaccelerate was required to fund an escrow account to cover the cost of the clinical development of IoGen. Bioaccelerate did not fund the escrow account as required by the agreement. However, Bioaccelerate did pay us directly $400,000 for clinical costs incurred in 2005 under the agreement. We sent a notice of default to Bioaccelerate regarding its failure to establish and fund the escrow as required by the agreement. Bioaccelerate did not cure the existing defaults. On August 23, 2006, the parties mutually terminated the licensing and co-marketing agreement. Upon termination of the agreement all rights to IoGen licensed to Bioaccelerate in the agreement reverted back to us.

In February 2008, we completed a Phase III pivotal trial on 140 women evaluating IoGen. The primary endpoint of the IoGen pivotal trial is a clinically significant reduction of the subject’s breast pain and tenderness using daily patient diaries. The secondary endpoint is a clinically significant reduction of the subject’s nodularity as measured by the physicians’ assessment. We anticipate completing the analysis of the data from this trial during the first half of 2008.

Other Potential Applications

We believe that our technology has potential applications in the development of a variety of human healthcare and other products such as dermatology, topical anti-infectives, oral care and hygiene products, wound care applications, and as a preventive for urinary tract infection. Given our limited resources, although certain preliminary research, development and regulatory activities may be undertaken by us in some of these potential product areas, our ability to fund the development and commercialization of such applications will depend in large part on entering into product development and commercialization agreements with corporate partners. During 2008, we intend to pursue clinical development of certain of these applications as and if resources allow.

Manufacturing and Supplies

The development and manufacture of our products are subject to good laboratory practices (“GLP”) and current good manufacturing practices (“cGMP”) requirements prescribed by the FDA and to other standards prescribed by the appropriate regulatory agency in the country of use. We have limited in-house manufacturing capacity, and previously produced IodoZyme in our Framingham facility. See “Description of Property.”

We do not presently have FDA certified facilities capable of producing quantities of human pharmaceutical products required for clinical trials or commercial production. We will need to rely on collaborators, licensees or contract manufacturers to produce such materials. There can be no assurance that we will be able to obtain an adequate supply of our product from a third party manufacturer, or that if such a supply can be obtained, that it will comply with GLP and cGMP, as applicable.

We believe that there are adequate sources of the raw materials required for commercial production and testing purposes. We have been and expect to continue to be able to obtain all materials needed for these purposes without any significant interruption or sudden price increase, although there can be no assurance thereof.

Marketing and Distribution

In accordance with the marketing and supply agreement signed with West Agro, West Agro marketed and distributed IodoZyme, and had agreed to market and distribute other potential cleaners, sanitizers and disinfectants covered by the agreement to dairy farms and dairy processing plants as our exclusive distributor. The principal market for IodoZyme was dairy farms. West Agro stopped selling IodoZyme after existing finished goods inventories were sold in 2006.

If we are able to develop any other products, we intend to market and distribute our potential products through others having pre-established marketing and distribution networks pursuant to contractual arrangements such as joint venture, licensing, distribution or similar collaborative agreements. The principal markets for the potential pharmaceutical and healthcare products include hospitals, medical offices, dental offices, dialysis centers, outpatient clinics and nursing homes.

Government Regulation

Our research and development activities and the production and marketing of our current and proposed products are subject to regulation by numerous governmental authorities in the United States and comparable state agencies. Foreign governments also regulate the development, production and marketing of products in their countries. The development, manufacturing and marketing of human pharmaceuticals are subject to regulation in the United States for safety and efficacy by the FDA in accordance with the Federal Food, Drug and Cosmetic Act. There can be no assurances that regulatory approvals or clearances will be obtained for any applications of our technology once developed, that if granted they will not be withdrawn or that other regulatory action might not have an adverse impact on the ability to market our proposed products.

In the United States, human pharmaceuticals are subject to rigorous FDA regulation including preclinical and clinical testing. The process of completing clinical trials and obtaining FDA approvals for a new drug is likely to take a number of years, requires the expenditure of substantial resources and is often subject to unanticipated delays. There can be no assurance that any proposed product will receive such approval on a timely basis, if at all.

The steps required before new products for use in humans may be marketed in the United States include (i) preclinical trials, (ii) submission to the FDA of an Investigational New Drug (“IND”) application, which must be approved before human clinical trials commence, (iii) adequate and well-controlled human clinical trials to establish the safety and efficacy of the product, (iv) submission of a New Drug Application (“NDA”) for a new drug to the FDA and (v) FDA approval of the NDA prior to any commercial sale or shipment of the product.

Preclinical tests include laboratory evaluation of product formulation, as well as animal studies (if an appropriate animal model is available) to assess the potential safety and efficacy of the product. Formulations must be manufactured according to cGMP and preclinical safety tests must be conducted by laboratories that comply with FDA regulations regarding GLP. The results of the preclinical tests are submitted to the FDA as part of an IND application and are reviewed by the FDA prior to the commencement of human clinical trials. There can be no assurance that submission of an IND application will result in FDA authorization to commence clinical trials. Clinical trials involve the administration of the investigational new drug to healthy volunteers and to patients under the supervision of a qualified principal investigator.

Clinical trials are typically conducted in three sequential phases, although the phases may overlap. In Phase I, the investigational new drug usually is administered to healthy human subjects and is tested for safety, dosage, tolerance, absorption, distribution, metabolism, excretion and pharmacokinetics. Phase II involves studies in a limited patient population to (i) determine the efficacy of the investigational new drug for specific indications, (ii) determine dosage tolerance and optimal dosage and (iii) identify possible adverse effects and safety risks. When an investigational new drug is found to be effective and to have an acceptable safety profile in Phase II evaluation, Phase III trials are undertaken to further evaluate clinical efficacy and to further test for safety within an expanded patient population at geographically dispersed clinical study sites. There can be no assurance that Phase I, Phase II or Phase III testing will be completed successfully within any specified time period, if at all, with respect to any of our proposed products subject to such testing. Furthermore, we or the FDA may suspend clinical trials at any time if the participants are being exposed to an unacceptable health risk. The FDA may deny an NDA if applicable regulatory criteria are not satisfied, require additional testing or information, or require post-marketing testing and surveillance to monitor the safety of our proposed products.

All data obtained from development programs are submitted as an NDA to the FDA and the corresponding agencies in other countries for review and approval. FDA approval of the NDA is required before marketing may begin in the United States. Although the FDA’s policy is to review priority applications within 180 days of their filing, in practice longer times may be required. The FDA frequently requests that additional information be submitted, requiring significant additional review time. Essentially, all our proposed products will be subject to demanding and time-consuming NDA or similar approval procedures in the countries where we intend to market our proposed products. These regulations define not only the form and content of the development of safety and efficacy data regarding the proposed product, but also impose specific requirements regarding manufacture of the proposed product, quality assurance, packaging, storage, documentation and record keeping, labeling and advertising and marketing procedures. Effective commercialization also requires inclusion of our proposed products in national, state, provincial or institutional formularies or cost reimbursement systems.

In addition to regulations enforced by the FDA, we also are subject to regulation under the Occupational Safety and Health Act, the Environmental Protection Act, the Toxic Substances Control Act, the Resource Conservation and Recovery Act and other present and potential future federal, state or local regulations. Our research and development involves the controlled use of hazardous materials and chemicals. Although we believe that our safety procedures for handling and disposing of such materials comply with the standards prescribed by state and federal regulations, the risk of accidental contamination or injury from these materials cannot be completely eliminated. In the event of such an accident, we could be held liable for any damages that result, and any such liability could exceed our resources.

In both domestic and foreign markets, our ability to commercialize our proposed product candidates will depend, in part, on the availability of reimbursement from third-party payers, such as government health administration authorities, private health insurers and other organizations. Third-party payers are increasingly challenging the price and cost-effectiveness of medical products. There can be no assurance that Symbollon-developed products will be considered cost effective. Significant uncertainty exists as to the reimbursement status of newly-approved medical products. Government and other third-party payers are increasingly attempting to contain medical costs by limiting both coverage and the level of reimbursement for new therapeutic products approved for marketing by the FDA and by refusing, in some cases, to provide coverage for uses of approved products for disease indications for which the FDA has not granted marketing approval. There can be no assurance that adequate third-party insurance coverage will be available for us to establish and maintain price levels sufficient for realization of an appropriate return on our investment in developing new therapies. If adequate coverage and reimbursement levels are not provided by government and third-party payers for uses of our proposed therapeutic products, the market acceptance of these products would be adversely affected.

There have been a number of federal and state proposals during the last few years to subject the pricing of pharmaceuticals to government control and to make other changes to the medical care system of the United States. It is uncertain what legislative proposals will be adopted or what actions federal, state or private payers for medical goods and services may take in response to any medical reform proposals or legislation. We cannot predict the effect medical reforms may have on our business, and no assurance can be given that any such reforms will not have a material adverse effect on us.

Patents and Proprietary Rights

We consider patent protection of our iodine technology to be critical to our business prospects. We currently hold twenty patents and two patent application in the United States relating to our technology. In addition, we hold patents and have filed a number of patent applications relating to our technology in foreign countries.

Listing of United States Patents

Patent Number	Title	Issue Date
5,055,287	“Methods to Control Color During Disinfecting Peroxidase Reactions”	October 8, 1991
5,227,161	“Method to Clean and Disinfect Pathogens on the Epidermis by Applying a Composition Containing Peroxidase, Iodide Compound and Surfactant”	July 13, 1993
5,370,815	“Viscous Epidermal Cleaner and Disinfectant”	December 6, 1994
5,389,385	“Treatment of Iodine Deficiency Diseases”	February 14, 1995
5,419,902	“Method for Inactivating Pathogens”	May 30, 1995
5,589,198	“Treatment of Iodine Deficiency Diseases”	December 31, 1996
5,629,024	“Method of Forming an Iodine Based Germicide Composition”	May 13, 1997

5,639,481	“Method for the Therapeutic Treatment of a Mammalian Eye”	June 17, 1997

5,648,075	“Iodine Based Germicidal Composition”	July 15, 1997

5,772,971	“Iodine-Based Microbial Decontamination System”	June 30, 1998

5,849,291	“Ophthalmic Non-Irritating Iodine Medicament”	December 15, 1998

5,885,592	“Method & Pharmaceutical Compositions for Oral Administration of Molecular Iodine”	March 23, 1999
5,910,318	“Treatment of Iodine Deficiency Diseases”	June 8, 1999
5,955,101	“Dry Starch-Iodine Pharmaceutical Formulations”	September 21, 1999
5,962,029	“Iodine Germicides that Continuously Generate Free Molecular Iodine”	November 5, 1999
6,019,970	“Treatment of Iodine Deficiency Diseases”	February 1, 2000
Re 36,605	“Reissue of 08/963,900 Method to Clean and Disinfect Pathogens”	March 7, 2000
6,248,335	“Stabilized Oral Pharmaceutical Composition Containing Iodide and Iodate”	June 19, 2001
6,261,577	“Non-Staining Topical Iodine Composition”	July 17, 2001
6,432,426	“Non-Staining Topical Iodine Composition and Method”	August 13, 2002

Much of the know-how of importance to our technology and many of our processes are dependent upon the knowledge, experience and skills, which are not patentable, of key scientific and technical personnel. To protect our rights to and to maintain the confidentiality of trade secrets and proprietary information, we require employees, Scientific Advisory Board members, consultants and collaborators to execute confidentiality and invention assignment agreements upon commencement of a relationship with us. These agreements prohibit the disclosure of confidential information to anyone outside us and require disclosure and assignment to us of ideas, developments, discoveries and inventions made by such employees, advisors, consultants and collaborators while engaged by us. There can be no assurance, however, that these agreements will not be breached or that our trade secrets or proprietary information will not otherwise become known or developed independently by others. Also, to the extent that consultants or other third parties apply technological information independently developed by them or by others to our projects, disputes may arise as to the proprietary rights to such information which may not be resolved in our favor. We are required to pay royalties to a co-inventor on certain patents relating to our technology based on revenues received by us from sales of products falling within the scope of such patents.

Competition

Our proposed products and products incorporating our proposed products would compete with many other applications currently on the market. In addition, we are aware of other companies engaged in research and development of other novel approaches to applications in some or all of the markets identified by us as potential fields of application for our products. Many of our present and potential competitors have substantially greater financial and other resources and larger research and development staffs than we have. Many of these companies also have extensive experience in testing and applying for regulatory approvals. In addition, colleges, universities, government agencies, and public and private research organizations conduct research and are becoming more active in seeking patent protection and licensing arrangements to collect royalties for the use of technology that they have developed, some of which may be directly competitive with our applications.

We are aware of a few companies that are or plan to develop drugs to treat FBD. Ascend Therapeutics, Herndon, Virginia, has completed phase II clinical trials using a selective estrogen receptor modulator to treat breast pain. FemmePharma, Inc., Wayne, Pennsylvania, is in phase II clinical trials evaluating a treatment for FBD. One other company, Mimetix Inc., has conducted human clinical trials in the United States and Canada utilizing an iodine-based compound for the treatment of FBD. We have purchased all of Mimetix’s assets, including their patient data and intellectual property, related to their iodine-based compound for the treatment of FBD. If any company receives marketing approval for its drug compound before we do, it could adversely affect our ability to receive marketing approval, or if approved, our ability to sell our product.

Employees

As of December 31, 2007, we have 2 full time employees. We have relationships with and from time to time engage the services of university professors and other qualified consultants to assist us in technological research and development. None of our employees are currently represented by a labor union. Management considers its employee relations to be good. We believe that our future success is dependent to a significant degree on our being able to continue to attract and retain skilled personnel.

Executive Officers

Our executive officers are:

Name	Age	Position with the Company

Paul C. Desjourdy	46	President, Chief Executive Officer,
		Chief Financial Officer, General
		Counsel, Treasurer and Director

Jack H. Kessler, Ph.D.	57	Executive Vice President, Chief
		Scientific Officer, Secretary and
		Chairman of the Board of Directors

Certain biographical information regarding each executive officer of the Company is set forth below:

Paul C. Desjourdy has served as Chief Executive Officer since June 2005, as President and General Counsel since December 1999, as Chief Financial Officer since July 1996, as Treasurer from May 1994, and as a director since August 1996. He held the titles of Chief Operating Officer from December 1999 to June 2005, Executive Vice President from July 1996 to December 1999, and Vice-President - Finance and Administration of the Company from September 1993 to June 1996. From September 1989 to September 1993, Mr. Desjourdy, a certified public accountant, was an attorney at the law firm of Choate Hall & Stewart.

Jack H. Kessler, Ph.D., is the founder of the Company and has served as Executive Vice President since June 2005, as Chief Scientific Officer, Secretary, and a director since the Company's move to Massachusetts in May 1991, and as Chairman of the Board of Directors since May 1996. Dr. Kessler held the title of Chief Executive Officer from December 1999 to June 2005, Executive Vice-President of the Company from May 1991 to December 1999, and from the Company’s formation in Illinois in 1986 until 1991 Dr. Kessler was the Company's sole stockholder and served as its sole officer and director. From January 1990 until May 1991, he served as principal systems engineer for Kollsman Manufacturing Company, a diagnostic instrument design and manufacturing company.

Officers are elected annually and serve at the discretion of the Board of Directors.

Risk Factors

The following important factors, among others, could cause our performance, achievements and results to differ materially from those we express or suggest in forward-looking statements in this report or in other materials from time to time. Stockholders and prospective investors should carefully consider these risk factors when deciding whether to invest in or hold our common stock.

RISKS ABOUT OUR BUSINESS

Our ability to continue as a “going concern” is uncertain

Our financial statements have been prepared on the assumption that we will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Report of our Independent Registered Public Accountants included herein contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern. We have adequate cash resources to continue our base operations through June 2008. The notes to our financial statements address management’s plans to address our ability to continue as a going concern. We cannot assure you that our business plans will be successful in addressing these issues. If we cannot successfully continue as a going concern, our stockholders may lose their entire investment in our common stock. Our ability to obtain additional funding will determine our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We expect to incur additional losses in the future that will require us to raise funding

We have incurred a cumulative operating loss of $19,607,008 through December 31, 2007. Our losses have resulted principally from costs incurred in research and development activities related to our efforts to develop IodoZyme, IoGen and other potential product formulations, and from the associated administrative and patent costs. We expect to incur additional operating losses over the next several years and expect cumulative losses to increase. In the next few years, we do not anticipate generating material revenues.

Based on the current status of our development efforts, we will not receive revenues or royalties from commercial sales of our drugs under development for a significant number of years, if at all. For at least the next few years, we do not expect any revenues from products currently in development. We will therefore need to raise additional funding or enter into development relationships with corporate partners to sustain our operations. If we fail to achieve profitable operations, raise additional funding to cover losses, or enter into new corporate partner relationships, we will not be able to sustain operations.

Sales from our only product have ceased as our marketing partner decided to discontinue offering it for sale

Our only source of product revenue had been from a licensing relationship with West Agro, Inc. covering IodoZyme. They decided to terminate their collaboration with us. West Agro purchased our remaining finished goods inventory of approximately $40,000 in the second quarter of 2006 and ceased selling IodoZyme after such finished goods inventory were sold.

We could go out of business and you may lose your investment if we are unable to commercialize a new product

Since our inception, we have engaged in limited business activities attempting to develop products based on our technology. To date, we have only commercialized one product, IodoZyme. IodoZyme sales were not significant enough to support our operations and have been discontinued. The development of our other product opportunities will require further capital investments, development and regulatory approvals. We may be faced with problems, delays, expenses and difficulties, which are typically encountered by companies in an early stage of development, many of which may be beyond our control. These include, but are not limited to, unanticipated problems and costs related to development, regulatory compliance, production, marketing, economic and political factors and competition. If we are not able to commercialize a new product, we could go out of business and you may lose your investment.

We terminated our relationship with our former corporate partner, Bioaccelerate, and if we are not able to enter into a new corporate licensing relationship covering IoGen, it will be difficult to commercialize IoGen

We estimate that the cost to complete the development of IoGen will be approximately $12 million. A corporate licensing relationship with Bioaccelerate to help fund the commercialization of IoGen was terminated in 2006. Upon termination, all rights to IoGen licensed to Bioaccelerate in the agreement reverted back to Symbollon. Without Bioaccelerate’s financial assistance, we do not have enough resources to complete the clinical development of IoGen. Based on the present price and trading volume of our stock, it will be difficult for us to raise the additional capital to fund the development of IoGen which was to have been provided by Bioaccelerate. Given the large amount of resources required to complete the clinical development of IoGen, we will need to enter into a new licensing relationship to commercialize IoGen.

We have limited data that IoGen will effectively treat fibrocystic breast disease

We did not conduct any animal or human studies to evaluate the potential effectiveness of IoGen before launching the Phase II trial. The Phase II clinical trial that we completed in 2000 generated the first data regarding the effectiveness of IoGen. The primary purpose of the Phase II trial was to evaluate the safety of IoGen. We believe that the Phase II data concerning the drug’s effectiveness indicate that IoGen can successfully treat cyclic pain and tenderness associated with fibrocystic breast, but we need to establish IoGen’s effectiveness in two well-controlled phase III clinical trials. We estimate that our investment in the IoGen development program has exceeded $10 million. We expensed these development costs as incurred. We do not have the necessary resources to fund further clinical trials for IoGen. If we are not able to secure the necessary resources by entering into a relationship with a corporate partner or by raising funds, our financial situation may force us to discontinue the IoGen development program.

If we cannot establish a new corporate relationship or we cannot raise additional funds, then we will have to limit or cease our future activities

We have adequate cash resources to continue our base operations through June 2008. However, we do not have sufficient resources to pay for the ongoing IoGen Phase III clinical trial or any other remaining development activities required to commercialize IoGen. We will require substantial additional funds to pay for the ongoing clinical development of IoGen or if we decide to pursue the development of additional products. We currently estimate that approximately $12 million will be required over the next three years to complete the clinical development of IoGen.

We intend to seek additional funds for such future product development through public or private financing or collaborative or other arrangements with corporate partners. We believe that before we can enter into any significant new relationships, we will have to generate clinical results on our potential drugs. Our limited financial resources may require us to finance the cost of generating these results. We have had difficulty raising funds. During 2004, we raised approximately $820,000. During 2005, we raised approximately $850,000. During 2006, Symbollon sold 4,536,304 shares of Class A Common Stock and 3,743,853 warrants for gross proceeds of $3,902,343 (aggregate net proceeds were $3,667,815) in private placements to accredited investors. During 2007, Symbollon has sold 2,616,914 shares of Class A Common Stock and 2,605,957 warrants for gross proceeds of $1,835,422 (aggregate net proceeds were $1,738,612) in a private placement to accredited investors.

Our common stock was delisted from the Nasdaq SmallCap market in December 2002. Our common stock is currently traded on the OTC Bulletin Board, is thinly traded, and is subject to the “penny stock rules.” There is very little market support for our common stock. So long as these conditions exist, future financings will continue to be difficult. This could impact the terms and conditions upon which we are able to sell securities and raise funds. In light of the lack of support for our common stock price, any funds raised through equity financing would likely be at below market and dilutive to our existing stockholders. If adequate funds are not available when needed, we would be forced to limit the scope of our development or perhaps cease operations. We cannot assure you that we will be able to raise the necessary financing on acceptable terms, or at all, or succeed in entering into a successful corporate partnering relationship. As indicated above, our independent registered public accountant’s report on our financial statements includes a “going concern” qualification.

We lack the resources to conduct the necessary clinical trials required prior to commercial sales of our potential drugs

Any drug candidates we develop will require significant additional research and development efforts, including extensive preclinical (animal and in vitro data) and clinical testing and regulatory approval, prior to commercial sale. Our only active drug development effort is IoGen. Our ability to conduct the necessary clinical trials for IoGen for the indication of breast pain depends on our generating the resources required to pay for this from future revenues, financings or licensing or collaboration relationships. We may not be able to generate the necessary financial resources or enter into the necessary relationships.

We may not be able to successfully complete the acquisition of Medpharm

We have signed a term sheet with all shareholders of Xi’an Maidefa Pharmaceutical Co., Ltd. (“Medpharm”) to acquire Medpharm. Medpharm is a fully-integrated pharmaceutical company currently marketing 23 products to the dairy and aquaculture markets in China. Under the term sheet, Medpharm is to be acquired for $1.5 million. Symbollon could acquire approximately 64% of the company in a stock swap for Symbollon shares and acquire an option to purchase the remainder of the company for cash. The option is exercisable at any time after the initial closing over the remainder of 2008. The initial closing for 64% of Medpharm is expected to occur during April 2008. Symbollon’s stock is to be valued at the 20 business day weighted average of the closing price as quoted on the OTC Bulletin Board preceding the closing, not to exceed $1.42 per share. Symbollon will need additional resources in order to exercise the option and acquire the remaining 36% of Medpharm shares for approximately $540,000; but there can be no assurance that Symbollon will be able to raise these additional resources.

The acquisition contemplated by the term sheet is subject, among other things, to entering into a definitive agreement among the parties, completion of due diligence, and receipt of Chinese governmental agency approval. We may not be able to complete the acquisition of Medpharm if the parties are unable to reach agreement on the final terms of the definitive agreement, the due diligence process raises issues that can not be adequately resolved or the Chinese governmental approvals cannot be obtained.

We not be able to achieve any of the anticipated desired benefits from the acquisition of Medpharm

We hope to achieve the following benefits from the Medpharm acquisition: (i) a positive cash flow from anticipated 2008 Medpharm revenues; (ii) the development of product formulations using Medpharm’s experienced development team; (iii) access to the Chinese clinical development market for its molecular iodine technology; (iv) eventual commercialization of Symbollon’s products in high-growth Chinese market; (v) broadening of Medpharm sales by in-licensing of third party products; (vi) an increased licensing of our product opportunities based on clinical data produced in China; (vii) access to low-cost manufacturing capacity for new products; and (viii) significant increase in human resources to facilitate growth. We may not be able to achieve some, or all, of these anticipated benefits from the acquisition of Medpharm, even if the acquisition is ultimately completed (which itself cannot be assured).

We may lose control over development and commercialization of drugs after we license them

A key element of our strategy has been to fund most of our product development programs through collaborative agreements with larger pharmaceutical companies. While we do not currently have any such collaborative relationships, we intend to continue to pursue this objective. As part of these licensing relationships we may have to grant to the other party control over the development and commercialization process. For example, a potential corporate partner may be responsible for:

·	conducting preclinical and clinical trials;

·	obtaining required regulatory approvals of drug candidates;

·	manufacturing any resulting products; and

·	commercializing any resulting products.

The potential corporate partner may not be obligated to develop or commercialize any drug candidates under the collaboration. The potential corporate partner alone could control the amount and timing of resources dedicated by it to the program. Accordingly, the potential corporate partner would control the development program. Moreover, the potential corporate partner may view certain drug candidates developed utilizing Symbollon’s technology as competitive with its own drugs or drug candidates. Accordingly, the potential corporate partner may develop its existing or alternative technologies in preference to the drug candidates based on our technology. In addition, the potential corporate partner may have the right to terminate the relationship at any time. Without the involvement of a corporate partner, our limited resources would severely hamper our ability to develop a product.

If a competitive drug is marketed to treat fibrocystic breast disease prior to IoGen, then the potential market opportunity for IoGen will be adversely affected

The only drug approved by the FDA for the treatment of fibrocystic breast disease is danazol, a masculinizing hormone. We are aware of a few companies developing drugs for the treatment of fibrocystic breast disease. If any of these competitors receive marketing approval for their drug compounds before we do, they may achieve a significant competitive advantage by being first to market and through certain marketing exclusivity rights, which could extend up to seven years. This would delay our ability to receive marketing approval.

If the FDA does not allow us to use the Mimetix patient data, then the cost of the IoGen clinical development will increase significantly

The FDA has informed us that prior to filing for marketing approval for IoGen, we must successfully complete two Phase III efficacy trials, one two-year toxicity study in rodents and dose approximately 1,500 patients. We currently estimate that approximately $12 million will be required over the next three years to complete the clinical development of IoGen. This estimate assumes that we will be able to use certain patient data we obtained from Mimetix, Inc. in 2004. FDA has indicated that they will accept a filing for marketing approval that relies on such patient data obtained from Mimetix. After review of such data, FDA may request us to replicate such patient data. If we were required to replicate the Mimetix patient data, we estimate that it would cost approximately $8 million for the additional clinical studies. This additional clinical development would also delay our ability to receive marketing approval.

We may be sued for product liability in the future and our liability insurance may not be adequate to cover the situation

We may be held liable if any product we develop in the future, or any product which is made with the use of any of our technologies, causes injury or is found otherwise defective during product testing, manufacturing, marketing or sale. Although we have product liability insurance, we may not have insurance coverage sufficient in amount and scope against potential liabilities or the claims may be excluded from coverage under the terms of the policy. Our liability could exceed our total assets. Further, product liability insurance is becoming increasingly expensive. As a result, we may not be able to obtain sufficient amounts of insurance coverage, obtain additional insurance when needed, or obtain insurance at a reasonable cost, which could prevent or inhibit the commercialization of our products or technology. Any claims against us, regardless of their merit or eventual outcome, could have a serious and adverse effect upon our business.

We have no marketing experience within our company

Although we have no present plans to do so, we may, in the future, determine to directly market certain of our proposed products. We have no marketing experience and significant additional capital expenditures and management resources would be required to develop a direct sales force. In the event we elect to engage in direct marketing activities, we might have difficulty obtaining the requisite funds or attracting and retaining the human resources necessary to successfully market any products.

We depend on two of our employees for our future success; the loss of either of them could adversely effect our ability to succeed

Our success depends to a significant extent on the performance and continued service of two of our employees, our Chief Executive Officer, President and Chief Financial Officer, Mr. Paul C. Desjourdy and our Chief Scientific Officer, Jack H. Kessler, Ph.D. The loss of the services of either of our senior officers would disrupt our operations and would adversely effect our efforts to commercialize new products while we worked to replace those employees. We do not maintain "key man" life insurance on any of our employees. As a result, if any of our key employees were to die or become unable to provide services for us, our operations would be disrupted and we would have no means of recovering any resulting losses.

Because our iodine-based products may stain or corrode some surfaces, potential applications for our products may not be possible

An important aspect of our present and future product candidates is that they must be compatible with the surfaces with which they come into contact. We have ceased efforts to develop products that clean germs from certain medical and dental instruments as a result of staining and corrosion caused by the required concentrations of iodine in the formulations. We continue to investigate the balance between the level of efficacy and the need to avoid staining and corrosion. For any proposed product application, staining or corrosion from a product candidate could be sufficient to limit or forestall regulatory approval or, if approved, could adversely affect market acceptance of such product. We might not be successful in overcoming these staining and corrosion problems.

Our use of hazardous materials in our development and commercial efforts exposes us to material potential liability

Our manufacturing and development activities involve the controlled use and shipment of hazardous chemicals and other materials. Although we believe that our safety procedures for handling, shipping and disposing of such materials comply with the standards prescribed by federal, state and local regulations, we cannot completely eliminate the risk of accidental contamination or injury from these materials. In the event of such an accident, we could be held liable for any damages that result and any such liability could exceed our resources. There can be no assurance that current or future environmental or transportation laws, rules, regulations or policies will not have a material adverse effect on us.

We may never receive a benefit from our net operating losses

We have not recognized any benefit from the future use of existing NOL carryforwards. We have not recognized any such benefit because our evaluation of all the available evidence does not indicate that it is more likely than not that we will generate sufficient future taxable income to realize such benefit. We had federal income tax NOL carryforwards of approximately $18 million at December 31, 2007. Our NOL carryforwards will begin to expire in 2008 to the extent they have not been used to reduce taxable income prior to such time. Our ability to use our NOL carryforwards to reduce taxable income is dependent upon, among other things, our not experiencing an "ownership change" of more than 50 percent during any three-year testing period as defined in the Internal Revenue Code. While we have not made the necessary determination, we likely have experienced an ownership change in the past, and, if not, could very likely experience an ownership change from future sales of our securities. If we have, or if we do, experience an ownership change of more than 50 percent as defined in the Internal Revenue Code, it could substantially limit the availability of our NOL carryforwards.

Compliance with new requirements under Section 404 of the Sarbanes-Oxley Act of 2002 may increase our costs and have indicated a material weakness in our internal controls

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we are now required to include in this annual report our assessment of the effectiveness of our internal control over financial reporting as of the end of fiscal 2007. Furthermore, beginning with our year ended December 31, 2008 (proposed by the SEC to be extended to 2009) our independent registered public accounting firm will be required to attest to whether it believes we have maintained, in all material respects, effective internal control over financial reporting. We have and expect to continue to incur additional expenses and diversion of management’s time as a result of performing the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements.

We do not have a sufficient number of employees to segregate responsibilities and cannot afford to increase our staff or engage outside consultants or professionals to overcome our lack of employees. Accordingly during our management’s year-end evaluation of controls and procedures we identified this lack of segregation of duties as a material weakness in internal control over financial reporting.

If we continue to fail to maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we could be subject to regulatory actions, civil or criminal penalties or shareholder litigation. In addition, failure to maintain adequate internal controls could result in financial statements that do not accurately reflect our financial condition, results of operations and cash flows. We believe that the out-of-pocket costs, the diversion of management’s attention from running our day-to-day operations and operational changes caused by the need to comply with the requirements of Section 404 could be significant. The material weakness in the effectiveness of our internal control over financial reporting which we identified could result in an increased chance of fraud, reduce our ability to obtain financing and require additional expenditures to comply with the Section 404 requirements, each of which could negatively impact our business, profitability and financial condition.

RISKS RELATED TO OUR STOCK

"Penny Stock" rules may make buying or selling our securities difficult

Trading in our securities is subject to the SEC's "penny stock" rules and it is anticipated that trading in our securities will continue to be subject to the penny stock rules for the foreseeable future. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer who recommends our securities to persons other than prior customers and accredited investors must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser's written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from recommending transactions in our securities, which could severely limit the liquidity of our securities and consequently adversely affect the market price for our securities.

Our securities have been thinly traded on the over-the-counter bulletin board, which may not provide liquidity for our investors

Our securities are quoted on the Over-the-Counter Bulletin Board. The Over-the-Counter Bulletin Board is an inter-dealer, over-the-counter market that provides significantly less liquidity than the NASDAQ Stock Market or other national or regional exchanges. Securities traded on the Over-the-Counter Bulletin Board are usually thinly traded, highly volatile, have fewer market makers and are not followed by analysts. The Securities and Exchange Commission's order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the Over-the-Counter Bulletin Board. We are dependent on professional market makers to facilitate trading of our securities on the Over-the-Counter Bulletin Board . If market makers do not register to trade our securities there, stockholders may not have a public market for the purchase and sale of our securities. Quotes for stocks included on the Over-the-Counter Bulletin Board are not listed in newspapers. Therefore, prices for securities traded solely on the Over-the-Counter Bulletin Board may be difficult to obtain and holders of our securities may be unable to resell their securities at or near their original acquisition price, or at any price.

We do not intend to pay dividends in the foreseeable future, therefore, you may never see a return on your investment

We do not anticipate the payment of cash dividends on our common stock in the foreseeable future. We anticipate that any profits from our operations will be devoted to our future operations. Any decision to pay dividends will depend upon our profitability at the time, cash available and other factors. Therefore, our stockholders may never see a return on their investment.

We may sell additional shares in the future, which could cause the price of our securities to decline

We currently have 93,750,000 shares of Class A Common Stock, 1,250,000 shares of Class B Common Stock and 5,000,000 shares of preferred stock authorized. Accordingly, we have substantial amounts of authorized but unissued capital stock. Our Certificate of Incorporation, as amended, and applicable provisions of Delaware law provide that we may issue authorized capital stock at the approval of our Board of Directors, and no stockholder vote or other form of stockholder approval is required for us to issue such capital stock. Consequently, we could issue shares of either class of our common stock or our preferred stock in connection with future financings or acquisitions or in conjunction with equity compensation arrangements. The offering prices in connection with those future issuances could be less than the current sales prices of our securities. Any future issuances of any of our securities could cause the trading price of our securities to decline.

We may sell additional shares in the future, which may cause existing stockholders significant dilution

The sale of shares to fund future operations and continued clinical development of our proposed products, which sales will likely have to be at or below market, will have a dilutive impact on our stockholders. As a result, our net income per share, if any, could decrease in future periods, and the market price of our common stock could decline. In addition, the lower our stock price at the time we sell additional shares, the more shares we will have to issue. If our stock price decreases, then our existing stockholders would experience greater dilution when we sell shares.

Resales of our shares in the public market could adversely affect the market price for our stock

We have registered for resale by selling stockholders up to 14,786,004 shares of our common stock representing approximately 66.4% of our total outstanding common stock assuming full exercise of the 7,110,672 warrants held by selling stockholders. Also, the shares issued in our 2005 Regulation S offering and in our recent private placements are generally eligible for resale under Rule 144. If we are able to sell additional shares to meet our pressing need for financing, these purchasers would likely also receive registration rights; in addition, the “holding periods” under Rule 144 have been shortened. Resales of substantial numbers of shares (including shares purchased at less than current market prices) pursuant to our existing or future resale registration statements or under Rule 144 are likely to cause our common stock price to decline. Such sales might also make it more difficult for us to sell equity securities at a time and price that we deem appropriate and thus inhibit our ability to raise additional needed capital.

Item 2. Description of Property

We lease approximately 5,400 square feet of office, research and development and manufacturing space in Framingham, Massachusetts for a current base annual rental of approximately $42,300 increasing $0.25 per square foot each year effective September 1. The lease expires on August 31, 2012. As of December 31, 2007, future minimum payments under our non-cancellable operating lease total $208,800. We believe that this space is suitable and adequate for our current needs.

Item 3. Legal Proceedings

We are not a party to any legal proceedings.

Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders during the quarter ended December 31, 2007.

PART II

Item 5. Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities

Price Range of Securities

Our Class A Common Stock trades on the OTC Bulletin Board under the symbol “SYMBA.OB.” There can be no assurance that we will continue to be traded on the OTC Bulletin Board. The following sets forth the high and low sales prices for the Class A Common Stock for each of the quarterly periods during fiscal 2007 and 2006, as reported by the OTC Bulletin Board.

	Fiscal 2007		Fiscal 2006
	High	Low	High	Low

First quarter	$ 1.25	$ 0.81	$ 1.50	$ 0.77
Second quarter	1.09	0.80	2.50	1.35
Third quarter	1.09	0.75	1.80	0.75
Fourth quarter	0.94	0.57	1.25	0.75

There are no outstanding shares of our Class B Common Stock.

Approximate Number of Equity Security Holders

Based upon information supplied by our transfer agent, we believe that there were over 400 record holders of our Class A Common Stock as of March 21, 2007. Based upon information supplied by our transfer agent, we believe that the number of beneficial holders of the Company's Class A Common Stock as of March 21, 2008 is in excess of 1,000.

Dividends

We have never paid a cash dividend on any class of our common stock and anticipate that for the foreseeable future any earnings will be retained for use in our business and, accordingly, do not anticipate the payment of cash dividends.

Recent Sales of Unregistered Securities

On November 20, 2006, we entered into a services agreement with Thomas Bruderman. In accordance with the service agreement, and as partial consideration for the services provided by Mr. Bruderman, we issued 50,000 shares of Class A common stock in January 2007. The shares were issued pursuant to the exemption afforded by Section 4(2) of the Securities Act of 1933.

On December 29, 2006 and January 16, 2007, we sold 3,213,632 shares of common stock, together with warrants for 2,410,224 shares exercisable until December 29, 2011 at $1.20 per share, in private placements to accredited investors, realizing net proceeds of approximately $2,368,038. In connection with the private placement we issued warrants for 631,461 shares to the placement agent exercisable until December 29, 2011 at $1.20 per share. The securities were issued pursuant to the exemption afforded by Section 4(2) of the Securities Act of 1933.

On May 14, 2007, we entered into a business consulting agreement with Cantone Research, Inc. In accordance with the services agreement, we issued warrants to purchase 150,000 shares of Class A common stock upon execution of the agreement exercisable until May 14, 2012 at $1.20 per share. The securities were issued pursuant to the exemption afforded by Section 4(2) of the Securities Act of 1933.

On May 18, 2007, we entered into a services agreement with Marquis Financial Services of Indiana, Inc. In accordance with the services agreement, , and as partial consideration for the services provided by the vendor, we issued warrants to purchase 50,000 shares of Class A common stock upon execution of the agreement exercisable until November 18, 2008 at $1.00 per share. The securities were issued pursuant to the exemption afforded by Section 4(2) of the Securities Act of 1933.

From September through December 2007, we sold 2,573,086 shares of common stock, together with warrants for a like number of shares, exercisable until September 27, 2012 at $1.00 per share in private placements to accredited investors, realizing net proceeds of approximately $1,704,350. In connection with the private placement we issued warrants for 138,301 shares to the placement agent exercisable until September 27, 2012 at $1.00 per share. The securities were issued pursuant to the exemption afforded by Section 4(2) of the Securities Act of 1933.

Item 6. Management's Discussion and Analysis or Plan of Operation

The following discussion contains forward-looking statements which involve risks and uncertainties. See “Special Note Regarding Forward Looking Statements” and “Risk Factors” above in this Annual Report on Form 10-KSB.

Overview

We are a specialty pharmaceutical company. We have a formulation iodine-based proprietary technology that has potential product applications in the areas of infection control and women’s healthcare. In 1995, we launched our first commercial product, IodoZyme. It generated approximately $2.8 million in sales. IodoZyme is no longer being sold by our marketing partner.

Since 2000, we have concentrated our product development efforts on the proposed product application for the treatment of fibrocystic breast disease. We believe we have adequate cash reserves to continue base operations through June 2008. In order for us to continue the clinical development of IoGen, we must raise additional resources and secure a new development partner. If we cannot secure additional resources and secure a new development partner before existing resources are exhausted, we will have to curtail or cease operations.

Going Concern

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of our company as a going concern. We had net losses of $3,748,473 and $3,046,784 and negative cash flows from operations of $3,135,632 and $1,779,530 for the years ended December 31, 2007 and 2006, respectively. At December 31, 2007, we had an accumulated deficit of $19,607,008. These factors raise substantial doubt as to our ability to continue as a going concern.

The application of the going concern concept is dependent upon our ability to receive continued financial support from our creditors, stockholders and external investors. In August 2006, our licensing agreement covering IoGen was mutually terminated. We will need to secure a new licensing partner to help complete the development and commercialization of IoGen. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern and, therefore, be required to realize our assets and discharge our liabilities in other than the normal course of operations. From September through December 2007, Symbollon raised net proceeds of $1,704,350 in a private placement of 2,573,086 shares of its Class A common stock and a like number of warrants. Management plans to seek additional equity and debt financing from external investors and to actively pursue a new partner to help complete the development and commercialization of IoGen.

We have adequate cash resources to continue our base operations through June 2008. Management believes the plan described above, if successfully implemented, will be sufficient to meet our liabilities and commitments as they become payable over the next twelve months. There can be no assurance that management's plan will be successful. Failure to obtain the support of additional external investors to finance our operations will cause us to curtail or cease operations and will impair our ability to continue as a going concern.

Critical Accounting Policies and Estimates

The following is a discussion of the more significant accounting policies and methods we use.

Estimates - The financial statements are prepared in accordance with accounting principles generally accepted in the U.S., which require us to make estimates and assumptions. On an on-going basis, we evaluate our estimates related to the useful lives of fixed and intangible assets. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

Revenue recognition - The Company recognizes revenue from its product sales and corporate partnerships in accordance with SEC Staff Accounting Bulletin No. 104, “Revenue Recognition.” Under these guidelines, revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services rendered, the price is fixed or determinable and payment is reasonably assured. As discussed further below, and prior to its termination, the Company assessed collectibility under the Bioaccelerate arrangement as being uncertain and recognized revenue upon cash receipt.

Valuation of Compensatory Stock Option Grants - On January 1, 2006, we adopted Financial Accounting Standard SFAS 123(R), "Share-Based Payment," for the fiscal year ended December 31, 2006. SFAS 123(R) requires all share-based awards to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. Previously, we accounted for stock option grants to our employees and directors in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25) using a Black-Scholes formula, and reported in accordance with the disclosure-only alternative described in SFAS 123, "Accounting for Stock-Based Compensation." The valuation provisions of SFAS 123(R) apply to new grants and to grants that were outstanding and unvested as of the effective date. Under SFAS 123(R), the Company uses the Black-Scholes option-pricing model to estimate fair value of stock option grants made on or after January 1, 2006. The Black-Scholes option-pricing model incorporates estimates for expected volatility, expected option life, risk-free interest rates and post-vesting employment termination behavior, and these estimates will affect the calculation of the fair value of the Company's stock option grants. The fair value of stock option grants outstanding as of the effective date is estimated using the Black-Scholes option-pricing model used under SFAS 123. The Company adopted the modified prospective recognition method and implemented the provisions of SFAS 123(R) beginning with the first quarter of 2006.

Long-lived assets - Long-lived assets, such as intangible assets and property and equipment are evaluated for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows from the use of these assets. When any such impairment exists, the related assets are written down to fair value.

Results of Operations

Fiscal 2007 versus Fiscal 2006

Symbollon's net loss in fiscal 2007 was $3,748,473, reflecting an increase of $701,689 or 23.0% from a net loss of $3,046,784 in fiscal 2006. This increased loss resulted primarily from increased clinical development expenses related to the ongoing clinical trial of IoGen and consulting related expenses, partially offset by decreased compensation related to stock option grants and investor relations costs.

Product revenues from sales of IodoZyme (our bovine teat sanitizer) were $39,833 in fiscal 2006. There were no product revenues from sales of IodoZyme in fiscal 2007 due to the fact that our marketing partner for IodoZyme discontinued selling the product after 2006.

Research and development expenses increased by $1,056,662 or 60.4% from $1,748,501 in fiscal 2006 to $2,805,163 in fiscal 2007. The increase resulted primarily from increased clinical trial expenses associated with the ongoing Phase III study for IoGen. We completed the dosing portion of the ongoing Phase III study for IoGen in February 2008. While we anticipate continuing costs related to the clinical development of IoGen and other compounds, we anticipate that our research and development expenses will decrease in 2008 due to the completion of the Phase III study.

General and administrative expenses decreased by $339,590 or 25.8% from $1,316,395 in fiscal 2006 to $976,805 in fiscal 2007. The decrease resulted primarily from decreased compensation related to stock option grants and investor relations expenses. We anticipate that general and administrative expenses in 2008 will remain consistent with fiscal 2007 expenses.

The Company’s interest income increased by $15,383 or 84.9% from $18,112 in fiscal 2006 to $33,495 in fiscal 2007. This increase resulted from an increase in cash balances available for investment throughout 2007.

Financial Condition, Liquidity and Capital Resources

We have funded our activities primarily through proceeds from private and public placements of equity securities. During 1999, we sold 836,685 shares of common stock, together with warrants for a like number of shares, in a private placement, realizing net proceeds of approximately $1,356,000. During 2000, we received net proceeds of approximately $1,761,000 from the exercise of 586,910 warrants issued as part of the 1999 private placement. During 2004, we sold 1,261,692 shares of common stock, together with 630,846 warrants, in a private placement, for net proceeds of approximately $634,000 in cash and approximately $186,000 in prepaid services for manufacturing, consulting and clinical trial expenses. During 2005, we sold 1,642,795 shares of Class A Common Stock for gross proceeds of $853,957 (aggregate net proceeds were $800,585) in an offering exclusively to foreign investors pursuant to Regulation S. From December 2005 through March 2006, we issued 615,461 shares of Class A common stock and a like number of warrants for $332,775 in cash and prepaid consulting services upon exercise of privately placed warrants. In June and August 2006, we sold 1,366,500 shares of common stock, together with warrants for a like number of shares, in a private placement, realizing net proceeds of approximately $1,342,340. In December 2006 and January 2007, Symbollon raised net aggregate proceeds of $2,368,038 in a private placement of 3,213,632 shares of its Class A common stock and warrants for 2,410,224 shares. From September through December 2007, Symbollon raised net proceeds of $1,704,350 in a private placement of 2,573,086 shares of its Class A common stock and a like number of warrants.

During 2007, we continued to incur operating losses and have incurred a cumulative loss through December 31, 2007 of $19,607,008. We also continue to have negative cash flow from operations of $3,135,632 for the year ended December 31, 2007. As of December 31, 2007, we had working capital of $746,547. We believe that we have the necessary liquidity and capital resources to sustain planned operations through the end of the second quarter of 2008. Our planned operations for 2008 include completing the ongoing Phase III IoGen clinical trial, conducting a two-year animal toxicity study, completing the acquisition of Medpharm and securing additional resources to sustain our operations and to complete the clinical development of IoGen. We may not, however, be able to raise such funding on acceptable terms, or at all. Any funding we do raise may be dilutive to existing stockholders. We estimate that it will cost approximately $12 million to complete the clinical development of IoGen over the next three years and approximately $540,000 to complete the acquisition of Medpharm. Until we secure additional financial resources, we will not be able to pursue significant clinical development of new product applications based on our technology or complete the acquisition of 100% of Medpharm. If we cannot secure additional resources before existing resources are exhausted, which is estimated to occur at the end of the second quarter of 2008, we will have to curtail or cease operations.

The report of our independent registered public accountants on our financial statements for the years ended December 31, 2007 and 2006 contains an explanatory paragraph, which indicates that we have incurred recurring losses and negative cash flows from operations that raises substantial doubt about our ability to continue as a going concern. This report is not viewed favorably by analysts or investors and may make it more difficult for us to raise additional debt or equity financing needed to continue our operations.

During 2008, we are committed to pay approximately $478,500 as compensation to our current executive officers and approximately $42,300 for lease payments on our facilities. We have no other material capital expenditures planned during fiscal 2008. At December 31, 2007, we had a net operating loss carryforward for federal income tax purposes of approximately $17,964,000 expiring at various dates through 2027 (from which, however, we may never receive a benefit).

Off Balance Sheet Arrangements

None.

Item 7. Financial Statements

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

Symbollon Pharmaceuticals, Inc.

We have audited the accompanying balance sheets of Symbollon Pharmaceuticals, Inc., as of December 31, 2007 and 2006, and the related statements of operations, stockholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Symbollon Pharmaceuticals, Inc. as of December 31, 2007 and 2006, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and negative cash flows from operations that raise substantial doubt about the entity’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ /Vitale, Caturano & Company, Ltd.

March 25, 2008

Boston, Massachusetts

Symbollon Pharmaceuticals, Inc.

Balance Sheets


	December 31,
		2007		2006

Assets

Current assets:
Cash and cash equivalents	$	1,102,381	$	2,521,981
Prepaid expenses		32,954		39,519

Total current assets		1,135,335		2,561,500

Equipment and leasehold improvements, net of
accumulated depreciation and amortization		2,760		9,465

Other assets:
Patent and trademark costs, net of accumulated
amortization		302,412		302,241
Deposit		2,364		2,364

	$	1,442,871	$	2,875,570

Symbollon Pharmaceuticals, Inc.

Balance Sheets

(Continued)


	December 31,
		2007			2006

Liabilities and Stockholders’ Equity

Current liabilities:
Accounts payable	$	30,017		$	34,720
Accrued clinical development expenses		335,628			242,493
Other current liabilities		23,143			24,637

Total current liabilities		388,788			301,850

Commitments (Notes 6, 7 and 10)

Stockholders’ equity:
Common stock, Class A, par value $.001 per share, 93,750,000 shares
authorized, 15,158,340 and 12,476,041 shares issued and outstanding
as of December 31, 2007 and 2006, respectively		15,158			12,476
Convertible common stock, Class B, par value $.001
per share, 1,250,000 shares authorized and unissued		-			-
Preferred stock, par value $.001 per share, 5,000,000 shares
authorized and unissued		-			-
Additional paid-in capital		20,645,933			18,419,779
Accumulated deficit		(19,607,008	)		(15,858,535	)

Total stockholders' equity		1,054,083			2,573,720

	$	1,442,871		$	2,875,570

See accompanying notes to financial statements.

Symbollon Pharmaceuticals, Inc.

Statements of Operations


		Year Ended December 31,
		2007			2006

Revenue:
Net product sales	$	-		$	39,833

Total revenues		-			39,833

Operating expenses:
Cost of goods sold	$	-		$	39,833
Research and development costs		2,805,163			1,748,501
General and administrative expenses		976,805			1,316,395

Total operating expenses		3,781,968			3,104,729

Loss from operations		(3,781,968	)		(3,064,896	)

Interest income		33,495			18,112

Net loss	$	(3,748,473	)	$	(3,046,784	)

Basic and diluted net loss per share of
common stock	$	(0.29	)	$	(0.36	)

Weighted average number of common shares
outstanding - basic and diluted		13,121,712			8,545,304

See accompanying notes to financial statements.

Symbollon Pharmaceuticals, Inc.

Statements of Stockholders’ Equity

	Common Stock
	$.001 Par Value						Additional
	Class A						Paid-in			Accumulated
	Shares			Amount			Capital			Deficit			Total

Balance, December 31, 2005	7,323,661		$	7,324		$	13,632,830		$	(12,811,751	)	$	828,403
Issuance of Shares – Warrant Exercise	626,076			626			339,048			-			339,674
Issuance of Shares – Sale of Stock and Warrants	4,536,304			4,536			3,663,279			-			3,667,815
Issuance of Shares – Consultants	67,000			67			69,158			-			69,225
Return of Shares – Consultants	(77,000	)		(77	)		(23,280	)		-			(23,357	)
Reclassification of Stock and Warrants Issued For Prepaid Services	-			-			(30,074	)		-			(30,074	)
Stock Based Compensation							768,818			-			768,818
Net loss for the year										(3,046,784	)		(3,046,784	)

Balance, December 31, 2006	12,476,041			12,476		$	18,419,779		$	(15,858,535	)	$	2,573,720
Issuance of Shares – Warrant Exercise	15,385			15			9,985			-			10,000
Issuance of Shares – Sale of Stock and Warrants	2,616,914			2,617			1,735,995			-			1,738,612
Issuance of Shares – Consultants	50,000			50			44,950			-			45,000
Stock Based Compensation							435,224			-			435,224
Net loss for the year										(3,748,473	)		(3,748,473	)

Balance, December 31, 2007	15,158,340		$	15,158		$	20,645,933		$	(19,607,008	)	$	1,054,083

See accompanying notes to financial statements.

Symbollon Pharmaceuticals, Inc.

Statements of Cash Flows


		Year Ended December 31,
		2007			2006
Cash flows from operating activities:

Net loss	$	(3,748,473	)	$	(3,046,784	)
Adjustments to reconcile net loss to net cash used in
operating activities:
Stock-based compensation		435,224			768,818
Issuance of securities for services rendered		45,000			69,225
Depreciation and amortization		39,114			52,982
Loss on disposition of equipment		-			455
Loss on impairment of patents		-			42,541
Changes in operating assets and liabilities:
Accounts receivable		-			234,583
Inventory		-			39,833
Prepaid expenses		6,565			2,496
Accounts payable and other current liabilities		86,938			56,321
Net cash used in operating activities		(3,135,632	)		(1,779,530	)

Cash flows from investing activities:

Purchase of equipment and leasehold improvements		-			(745	)
Patent and trademark cost additions		(32,580	)		(17,850	)
Net cash used in investing activities		(32,580	)		(18,595	)

Cash flows from financing activities:

Issuance of common stock and warrants		1,748,612			4,007,489
Net cash provided by financing activities		1,748,612			4,007,489

Net increase (decrease) in cash and cash equivalents		(1,419,600	)		2,209,364

Cash and cash equivalents, beginning of period		2,521,981			312,617

Cash and cash equivalents, end of period	$	1,102,381		$	2,521,981

Supplemental disclosure of non cash activities:
Return of shares - Consultant	$	-		$	(23,357	)
Reclassification of stock and warrants issued for prepaid services	$	-		$	(30,074	)
	$	-		$	(53,431	)
There were no payments made for interest or income taxes during 2007 or 2006.

See accompanying notes to financial statements.

Symbollon Pharmaceuticals, Inc.

Notes to Financial Statements

1. Description of

Business and

Basis of

Presentation

Symbollon Pharmaceuticals, Inc. (formerly Symbollon Corporation) was formed to develop and commercialize proprietary iodine-based products for infection control and treatment in biomedical and bioagricultural industries.

The success of future operations is subject to a number of risks similar to those of other companies in the same stage of development. Principal among these risks are the Company’s cumulative operating losses, no assurance of profitable future operations, early state of market development, competition from substitute products or larger companies, dependence on key personnel and the uncertainty of additional future financing as needed.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of our company as a going concern. The Company had net losses of $3,748,473 and $3,046,784 and negative cash flows from operations of $3,135,632 and $1,779,530 for the years ended December 31, 2007 and 2006, respectively. At December 31, 2007, the Company had an accumulated deficit of $19,607,008. The Company believes that it has adequate cash resources to continue our base operations through June 2008. These factors raise substantial doubt as to our ability to continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon the Company’s ability to receive continued financial support from the Company’s creditors, stockholders and external investors. In August 2006, our licensing agreement covering IoGen was mutually terminated. Without a licensing partner, the Company will need to secure a new partner to help complete the development and commercialization of IoGen (See Note 13). These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern and, therefore, be required to realize the Company’s assets and discharge our liabilities in other than the normal course of operations. In June and August 2006, Symbollon raised net aggregate proceeds of $1,342,340 in a private placement of 1,366,500 shares of its Class A common stock and a like number of warrants. In December 2006 and January 2007, Symbollon raised net aggregate proceeds of $2,368,038 in a private placement of 3,213,632 shares of its Class A common stock and 2,410,224 warrants. From September 2007 through December 2007, Symbollon raised net aggregate proceeds of $1,704,350 in a private placement of 2,573,086 shares of its Class A common stock and a like number of warrants. Management plans to seek equity and debt financing from external investors, and to actively pursue a new partner to help complete the development and commercialization of IoGen.

Symbollon Pharmaceuticals, Inc.

Notes to Financial Statements

1. Description of Business and Basis of Presentation (Continued)	Management believes that its current resources will enable the Company to sustain operations through June 2008. The plan described above, if successful, would be sufficient to meet the Company’s liabilities and commitments as they become payable over the next twelve months. However, there can be no assurance that management's plan will be successful. Failure to obtain the support of additional external investors to finance the Company’s operations will cause us to curtail or cease operations and impair the Company’s ability to continue as a going concern.
2. Summary of Significant Accounting Policies
Use of Estimates	The preparation of financial statements in conformity with generally accepted accounting principles 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 period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and cash equivalents include short-term, highly liquid investments with maturities of less than three months when acquired.
Concentration of Credit Risks	In 2006, the Company had one customer for its IodoZyme® product and a commercialization partner for its IoGen program. The customer’s and partner’s financial condition were reviewed on an ongoing basis, and collateral was not required. The Company believes a reserve for potential credit losses was not necessary as of December 31, 2006.

Long-Lived Assets	Long-lived assets, such as intangible assets and property and equipment are evaluated for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows from the use of these assets. When any such impairment exists, the related assets are written down to fair value. In 2006, the Company wrote off $42,541 of impaired patent costs. The Company does not believe that any of its other long-lived assets are impaired at December 31, 2007 or 2006.
Depreciation and Amortization	Equipment is stated at cost and is depreciated over its estimated useful life (ranging from 5-7 years) using the straight-line method. Leasehold improvements are stated at cost and were amortized by the straight-line method over the 10 year term of the Company’s original lease for its offices which is less than their estimated useful lives.

Symbollon Pharmaceuticals, Inc.

Notes to Financial Statements

2. Summary of Significant Accounting Policies (Continued)
Intangible Assets	Intangible assets subject to amortization consist of patents and trademarks that have estimated useful lives ranging from 10-17 years and a weighted average remaining useful life of 8.6 years. Costs related to patent applications are capitalized as incurred and are amortized once the patent application is accepted or are expensed if the application is rejected or there are other circumstances that indicate that the asset is impaired (as described above).
Income Taxes	The Company follows the liability method of accounting for income taxes, as set forth in Statement of Financial Accounting Standard SFAS No. 109, “Accounting For Income Taxes.” Under this method, deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between the carrying amount and the tax basis of assets and liabilities. The Company records a valuation allowance against deferred tax assets unless it is more likely than not that such asset will be realized in future periods. In June 2006, the FASB issued FASB Interpretation ("FIN") No. 48, Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, treatment of interest and penalties, and disclosure of such positions. The Company adopted the provisions of FIN 48 in the first quarter of 2007 as required. The adoption of FIN 48 did not have a material effect on the Company's financial statements.
Fair value of Financial Instruments	The carrying amounts of cash and cash equivalents, accounts receivable, other current assets and accounts payable approximate fair value based on their short-term maturities.
Revenue Recognition	The Company recognizes revenue from its product sales and licensing arrangements in accordance with SEC Staff Accounting Bulletin No. 104, “Revenue Recognition.” Under these guidelines, revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services rendered, the price is fixed or determinable and payment is reasonably assured.

Research and Development	Research and development costs are expensed as incurred.

Symbollon Pharmaceuticals, Inc.

Notes to Financial Statements

2. Summary of Significant Accounting Policies (Continued)
Stock-Based Compensation	Effective January 1, 2006, the Company adopted the fair value recognition provisions of Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-based Payment” (“SFAS No. 123R”), using the modified-prospective transition method, which did not require restatement of prior period results.
Loss Per Share	The Company follows SFAS No. 128, “Earnings per Share.” Under SFAS No. 128, basic earnings per share excludes the effect of any dilutive options, warrants or convertible securities and is computed by dividing the net loss available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing the net loss available to common shareholders by the sum of the weighted average number of common shares and common share equivalents computed using the average market price for the period under the treasury stock method.
3. Equipment and Leasehold Improvements	Equipment and leasehold improvements are stated at cost and consist of the following:

December 31,	2007	2006

Equipment and fixtures	$ 183,836	$ 184,751
Leasehold improvements	63,146	63,146

	246,982	247,897

Less accumulated depreciation	244,222	238,432

Equipment and leasehold improvements, net	$ 2,760	$ 9,465

Depreciation expense for the years ended December 31, 2007 and 2006 totaled $6,705 and $14,846, respectively.

Symbollon Pharmaceuticals, Inc.

Notes to Financial Statements

4. Patent and

Trademark Costs

Patent and trademark costs consist of the following:

December 31,	2007	2006

Patent costs	$ 476,556	$ 443,976
Trademark costs	2,444	2,444
	479,000	446,420
Less accumulated amortization	176,588	144,179
Patent and trademark cost, net	$ 302,412	$ 302,241

	Amortization expense related to these assets is estimated to be approximately $33,056 per year in fiscal years 2008 through 2011. Amortization expense for the years ended December 31, 2007 and 2006 totaled $32,409 and $38,136, respectively.
5. Stockholders’ Equity
Capital Stock	The Company has authorized 93,750,000 shares of Class A common stock, 1,250,000 shares of Class B common stock and 5,000,000 shares of preferred stock. The Class A and Class B common stock are substantially identical except that holders of Class A common stock have the right to cast one vote for each share held and the Class B shareholders have the right to cast five votes for each share held. As of December 31, 2007 and 2006, there were no shares of Class B common stock issued and outstanding. The preferred stock may be issued in series, and shares of each series will have such rights and preferences as are fixed by the Company’s Board of Directors. As of December 31, 2007 and 2006, there were no shares of preferred stock issued and outstanding.
Issuance of Common Stock and Common Stock Purchase Warrants	The Company accounts for certain of the shares and warrants issued for prepaid services under EITF 96-18 “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services” (EITF 96-18). Accordingly, the Company has recognized approximately $186,007 and $296,928 of expense related to these shares and warrants for the years ended December 31, 2007 and 2006, respectively, in the accompanying statement of operations.

Symbollon Pharmaceuticals, Inc.

Notes to Financial Statements

5. Stockholders’

Equity

(Continued)

Issuance of Common

Stock and Common

Stock Purchase

Warrants

(Continued)

From December 2005 through March 2006, redeemable warrants covering 511,961 shares were exercised, netting the Company $332,775 in cash, and 103,500 shares were exercised for consulting services to be rendered to the Company over a 12-month period, which were expensed at the then fair value of such shares ratably over such period. For the years ended December 31, 2007 and 2006, the Company recorded an expense of $30,002 and $200,654, respectively, in general and administrative expenses. In connection with the exercise of the redeemable warrants, the Company issued 615,461 warrants entitling the holder thereof to purchase up to February 28, 2009 a share of Class A common stock at a price of $0.65 per share. The fair value of the new warrants issued was estimated on the date of grant using the Black-Scholes option-pricing model to be $462,651 and was recorded as a cost of raising the related capital. During March 2006, warrants for 14,615 shares were exercised, netting the Company $9,500 in cash. During February 2007, warrants for 15,385 shares were exercised, netting the Company $10,000 in cash.

On September 15, 2005, the Company entered into a services agreement with Premier Funding Services LLC. In accordance with the services agreement, and as partial consideration for the services provided by the vendor, the Company agreed to issue 20,000 shares of Class A common stock and warrants to purchase 40,000 shares of Class A common stock upon execution of the agreement. On November 1, 2006, the Company issued as additional compensation to Premier 20,000 shares of Class A common stock. The Company accounts for these shares under EITF 96-18. Accordingly, the Company has determined the fair value of the shares and warrants to be $62,858 and has recognized $50,474 of expense related to these shares and warrants for the year ended December 31, 2006, included in general and administrative expenses in the accompanying statement of operations. No expense related to these shares and warrants was recognized for the year ended December 31, 2007, as such expense was recognized in 2005 and 2006 as earned.

On June 2, 2006 and August 21, 2006, the Company sold in a private placement to accredited investors an aggregate of 1,366,500 shares of Class A common stock and a like number of redeemable warrants for net proceeds of $1,342,340 in cash. The Company also issued redeemable warrants exercisable for 24,160 shares to the placement agent as additional compensation. The redeemable warrants entitle the holder thereof to purchase at any time up to August 21, 2011 a share of Class A common stock at a price of $1.00 per share. The redeemable warrants may be redeemed by Symbollon at $0.01 per warrant in the event that the closing sales price of the Class A

Symbollon Pharmaceuticals, Inc.

Notes to Financial Statements

5. Stockholders’ Equity (Continued)
Issuance of Common Stock and Common Stock Purchase Warrants (Continued)	common stock over twenty successive trading days is equal to or greater than $5.00 and the average trading volume over that period is in excess of 25,000 shares per day, subject to the holder’s right to exercise. The fair value of the new warrants (inclusive of the warrants issued to the placement agent) issued was estimated on the date of grant using the Black-Scholes option-pricing model to be $2,058,586. On November 1, 2006, the Company entered into a services agreement with the Number One Corporation. In accordance with the services agreement, and as partial consideration for the services provided by the vendor, the Company agreed to issue 40,000 shares of Class A common stock upon execution of the agreement. The Company accounts for these shares under EITF 96-18. Accordingly, the Company has determined the fair value of the shares and warrants to be $40,800 which was recognized as an expense in general and administrative expenses in the accompanying statement of operations for the year ended December 31, 2006. On November 20, 2006, the Company entered into a services agreement with Thomas Bruderman. In accordance with the services agreement, and as partial consideration for the services provided by the vendor, the Company agreed to issue 50,000 shares of Class A common stock in January 2007. The Company accounts for these shares under EITF 96-18. Accordingly, the Company has determined the fair value of the shares to be $45,000 which was recognized as an expense in general and administrative expenses in the accompanying statement of operations for the year ended December 31, 2007. On December 1, 2004, the Company entered into a services agreement with Dr. Bernard A. Eskin. In accordance with the services agreement, and as consideration for the services provided by Dr. Eskin, the Company issued 5,000 shares of Class A common stock on each of December 1, 2004, 2005 and 2006. The Company accounts for these shares under EITF 96-18. Accordingly, for the year ended December 31, 2006 the Company has determined the fair value of the shares issued was $5,000 which was recognized as an expense in general and administrative expenses in the accompanying statement of operations.

Symbollon Pharmaceuticals, Inc.

Notes to Financial Statements

5. Stockholders’

Equity

(Continued)

Issuance of

Common Stock

And Common

Stock Purchase

Warrants

(Continued)

On December 29, 2006, the Company sold in a private placement to accredited investors an aggregate of 3,169,804 shares of Class A common stock and 2,377,353 redeemable warrants for net proceeds of $2,325,476 in cash. On January 15, 2007, the Company sold in a private placement to accredited investors an aggregate of 43,828 shares of Class A common stock and 32,871 redeemable warrants for net proceeds of $34,263 in cash. The Company also issued redeemable warrants exercisable for 631,461 shares to the placement agent as additional compensation in connection with these offerings.

The redeemable warrants entitle the holder thereof to purchase at any time up to December 29, 2011 a share of Class A common stock at a price of $1.20 per share. The redeemable warrants may be redeemed by Symbollon at $0.01 per warrant in the event that the closing sales price of the Class A common stock over twenty successive trading days is equal to or greater than $5.00 and the average trading volume over that period is in excess of 25,000 shares per day, subject to the holder’s right to exercise. The fair value of the new warrants (inclusive of the warrants issued to the placement agent) issued was estimated on the date of grant using the Black-Scholes option-pricing model to be $1,420,286.

On May 14, 2007 and May 18, 2007, the Company entered into services agreements with consultants. In accordance with the services agreements, and as partial consideration for the services provided by the vendor, the Company agreed to issue warrants to purchase 200,000 shares of Class A common stock. The Company accounts for these shares under EITF 96-18. Accordingly, the Company has determined the fair value of the shares to be $111,005 which was recognized as an expense in general and administrative expenses in the accompanying statement of operations for the year ended December 31, 2007.

From September through December 2007, the Company sold in a private placement to accredited investors an aggregate of 2,573,086 shares of Class A common stock and a like number of redeemable warrants for net proceeds of $1,704,350 in cash. The Company also issued redeemable warrants exercisable for 138,301 shares to the placement agent as additional compensation in connection with these offerings. The redeemable warrants entitle the holder thereof to purchase at any time up to September 27, 2012 a share of Class A common stock at a price of $1.00 per share. The redeemable warrants may be redeemed by Symbollon at $0.01 per warrant in the event that the closing sales price of the Class A common stock over twenty successive trading days is equal to or greater than $5.00 and the average trading volume over that period is in excess of 25,000 shares per day, subject to the holder’s right to exercise. The fair value of the new warrants (inclusive of the warrants issued to the placement agent) issued was estimated on the date of grant using the Black-Scholes option-pricing model to be $1,458,961.

Symbollon Pharmaceuticals, Inc.

Notes to Financial Statements

5. Stockholders’ Equity (Continued)
Issuance of Common Stock And Common Stock Purchase Warrants (Continued)	At December 31, 2007, warrants to purchase 7,969,193 shares of common stock are outstanding.
6. Stock Plans	The Company has adopted two stock plans: a stock option plan and a nonemployee directors’ stock option plan. The stock option plan provides for the grant of incentive stock options, nonqualified stock options and stock appreciation rights. The Company has reserved 3,200,000 shares for issuance under this plan. On May 24, 2006 the Company adopted a 2006 nonemployee directors’ stock option plan that provides for the grant of nonstatutory stock options automatically on January 1 of each calendar year commencing on January 1, 2007. The Company has reserved 500,000 shares for issuance under the plan. Each outside director shall be granted an option to purchase 10,000 shares of Class A common stock at fair market value, vesting 50% on each of the first two anniversaries of the grant. The nonemployee directors’ stock option plan expires on the first business day of 2017. Under the above plans 773,855 shares are available for future grant or purchase. The Company issued stock options to its employees and outside directors pursuant to stockholder approved stock option plans. Option awards are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant. Employee option awards generally vest over three years from the date of grant, and outside directors option awards generally vest over two years from the date of grant. All option awards generally have 10-year contractual terms. The Company attributes stock-based compensation cost to operations using the straight-line method over the applicable vesting period. Under the provisions of SFAS No. 123(R), the Company recorded $294,217 and $527,474 of stock-based compensation for the year ended December 31, 2007 and 2006, respectively, with $183,608 and $313,270 included in general and administrative expenses and $110,609 and $214,204 included in research and development costs, respectively. As of December 31, 2007 the unrecognized stock-based compensation cost related to non-vested stock awards was $331,337. This amount will be recognized in operations over a weighted average period of 15 months.

Symbollon Pharmaceuticals, Inc.

Notes to Financial Statements

6. Stock Plans

(Continued)

The following table summarizes the Company’s stock option information as of, and for the year ended December 31, 2007:

	Number of Shares	Weighted Average Exercise Price	Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value (1)

Outstanding at December 31, 2006	2,500,000	$ 0.78
Options granted	30,000	$ 0.90
Options expired	(62,500)	$ 0.95
Outstanding at December 31, 2007	2,467,500	$ 0.78	6.6	$230,963
Exercisable at December 31, 2007	1,613,750	$ 0.73	5.7	$230,963
(1) The intrinsic value of a stock option is the amount by which the current market value of the underlying stock exceeds the option exercise price.

	For the years ended December 31, 2007 and 2006, the Company granted options for 30,000 and 1,717,500 shares exercisable between $0.87 and $0.90 per share. The weighted-average grant date fair value of stock options granted during the years ended December 31, 2007 and 2006 was $0.72 and $0.65 per share, respectively. No stock options were exercised during the years ended December 31, 2007 or 2006.
	The fair value of each option granted was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:

	Year Ended December 31,
	2007	2006

Weighted-average expected stock-price volatility	97.3%	64.8-102%

Weighted-average expected option life	6 years	5-6 years

Average risk-free interest rate	4.76%	4.32 - 4.70%

Average dividend yield	0.0%	0.0%

Symbollon Pharmaceuticals, Inc.

Notes to Financial Statements

6. Stock Plans

(Continued)

All options outstanding at December 31, 2007 are categorized by the following ranges in the table below:

Share Price Range	Weighted- Average Exercise Price	Weighted- Average Remaining Contractual Life (years)	Number of Shares
$0.21 to $1.00	$0.72	6.7	2,340,000
$1.00 to $3.63	$1.80	4.4	127,500
			2,467,500

All options exercisable at December 31, 2007 are categorized by the following ranges in the table below:

Share Price Range	Weighted- Average Exercise Price	Weighted- Average Remaining Contractual Life (years)	Number of Shares
$0.21 to $1.00	$0.64	5.8	1,486,250
$1.00 to $3.63	$1.80	4.4	127,500
			1,613,750

	The weighted-average fair value of options granted during the years ended December 31, 2007 and 2006 was $0.90 and $0.88 per share, respectively.
7. Loss Per Share	The Company’s basic and diluted net loss per share of common stock for the years ended December 31, 2007 and 2006 is computed by dividing the net loss by the weighted average number of common shares outstanding during the period.
	The following table summarizes securities that were outstanding as of December 31, 2007 and 2006 but not included in the calculation of diluted net loss per share because such shares are antidilutive:

December 31,	2007	2006

Stock options	2,467,500	2,500,000
Stock warrants	7,969,193	5,040,320

Symbollon Pharmaceuticals, Inc.

Notes to Financial Statements

8. Income Taxes

The following table summarizes the significant differences between the benefit that would be recognized under the United States federal statutory tax rate and the Company’s effective tax rate for financial statement purposes:

December 31,	2007	2006

United States statutory tax rate	34%	34%
State taxes, net of United States
federal tax benefit	6%	6%

Valuation allowance provided against net
operating loss carry forwards and tax credits	(40%)	(40%)

Effective tax rate	- %	- %

Deferred income taxes reflect the impact of “temporary differences” between the amount of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. Deferred tax assets are comprised of the following:

December 31,	2007	2006

Tax credit carryforwards	$ 680,000	$ 574,000
Net operating loss carryforwards	7,186,000	5,862,000

Gross deferred tax asset	7,866,000	6,436,000

Deferred tax assets valuation
allowance	(7,866,000)	(6,436,000)

Net deferred tax assets	$ -	$ -

Symbollon Pharmaceuticals, Inc.

Notes to Financial Statements

8. Income Taxes

(Continued)

As of December 31, 2007 and 2006, the deferred tax assets have been fully offset by valuation allowances, since the realization of such amounts is uncertain. The change in the valuation allowance during 2007 and 2006 was $1,430,000 and $1,018,000, respectively.

As of December 31, 2007, the Company has net operating loss carryforwards totaling approximately $17,964,000. The amount of the net operating loss carryforwards which may be utilized in any future period may be subject to certain limitations, based upon changes in the ownership of the Company’s common stock.

The following is a breakdown of the net operating loss expiration period:

	Amount of
Expiration Date	Remaining NOL

2008	$ 743,000
2009	1,514,000
2010	1,374,000
2011	921,000
2018	897,000
2019	739,000
2020	476,000
2021	1,387,000
2022	612,000
2023	638,000
2024	2,061,000
2025	953,000
2026	2,319,000
2027	3,330,000

	$ 17,964,000

In addition, the Company has available tax credit carryforwards (adjusted to reflect provisions of the Tax Reform Act of 1986) of approximately $680,000, which are available to offset future taxable income and income tax liabilities, when earned or incurred. These amounts expire in various years through 2027. The amount of the tax credit carryforwards which may be utilized in any future period may be subject to certain limitations, based upon changes in the ownership of the Company’s common stock.

The Company files income tax returns in the U.S. federal jurisdiction and in several state jurisdictions. For U.S. federal and state tax purposes, the tax years 2004 through 2007 remain open to examination. In addition, the amount of the Company’s federal and state net operating loss carryforwards may be subject to examination and adjustment.

Symbollon Pharmaceuticals, Inc.

Notes to Financial Statements

9. Commitments
Facilities Lease	The Company leases its facilities under an operating lease that expires on August 31, 2012. The lease requires payment of real estate taxes and other common area maintenance expenses. Rent expense for the years ended December 31, 2007 and 2006 was approximately $41,000 and $40,000, respectively. Future minimum rental payments due are as follows:

Year ending December 31,	Total

2008	$42,300
2009	43,650
2010	45,000
2011	46,350
2012	31,500

	$ 208,800

Employment Agreements	On January 3, 2006, the Company entered into employment agreements with its principal officers providing for minimum base compensation and severance pay which expire December 31, 2008. On February 7, 2008, the Company entered into an amendment to those employment agreements with its principal officers extending the expiration of the agreements to December 31, 2011. For the years ended December 31, 2007 and 2006, the aggregate amount paid to the Company’s principal officers was $478,500 and $455,000, respectively. For 2008, the minimum amounts to be paid under the new agreements total approximately $478,500 per year.
Royalty Agreement	A royalty agreement with one of the inventors who assigned certain patent rights to the Company provides for royalties based on a percentage of the licensing revenues received by the Company from products falling within the scope of the patent rights. The percentage varies from 1.5% to 5% depending on the gross revenues received, with maximum royalty payments under the agreement not to exceed $2,884,000. Through December 31, 2007, no royalties have been earned under this agreement.
Consulting Agreements	The Company has entered into various scientific advisory and consulting agreements to support its development activities. These agreements generally expire over several future years. Amounts charged to operations in connection with these agreements for the years ended December 31, 2007 and 2006 amounted to approximately $239,000 and $91,000, respectively.

Symbollon Pharmaceuticals, Inc.

Notes to Financial Statements

9. Commitments (Continued)
Finder’s Fees	The Company has entered into agreements to pay finders’ fees for agreements entered into with certain companies for investment or revenue purposes. The finders’ fees are based on a percentage of the investment or revenue. No amounts were paid or accrued pursuant to any of these agreements during 2007 or 2006.
Employee Benefit Plan	From January 1, 1999 through December 31, 2006, the Company had a Savings Incentive Match Plan for Employees of Small Employers (SIMPLE) IRA plan covering substantially all of its employees. The Company makes contributions to the plan at the discretion of the Board of Directors based upon a percentage of employee compensation as provided by the terms of the plan. The Company did not make any contributions to the plan for the year ended December 31, 2006. Effective January 1, 2007, the Company established a 401(k) plan covering its employees. The Company makes contributions to the plan at the discretion of the Board of Directors based upon a percentage of employee compensation as provided by the terms of the plan. The Company made contributions of $15,615 to the plan equal to 3% of employee salaries for the year ended December 31, 2007.
10. Major Customers	For the year ended December 31, 2006, the Company generated its net product revenue from one customer, its exclusive marketing partner for its bovine teat sanitizer. No revenues were generated in 2007, as the marketing partner has discontinued selling the product.
11. Related Party Transactions	A member of the Board of Directors provides legal services to the Company. Amounts paid for legal services rendered by the director, either individually or through his firm, totaled $59,324 and $54,043 for the years ended December 31, 2007 and 2006, respectively. The Company exchanges office space for services with a company owned by the spouse and in-law of one of the Company’s officers and directors. The officer and director is also a director in the other company. The estimated annual value for 2007 and 2006 of the relationship is $9,600 for each year.
	A member of the Board of Directors provided consulting services to the Company. Amounts paid for consulting services rendered by the director totaled approximately none and $40,000 for the years ended December 31, 2007 and 2006, respectively.

Symbollon Pharmaceuticals, Inc.

Notes to Financial Statements

12. Licensing Agreement

On April 12, 2005, Symbollon entered into an exclusive worldwide licensing and co-marketing agreement covering the use of IoGen for the treatment of cyclic pain and tenderness in humans with Bioaccelerate Holdings Inc. (“Bioaccelerate”). Under the terms of the agreement, Bioaccelerate was required to fund ongoing Phase III development of IoGen through its wholly owned subsidiary, Amilar Pharmaceuticals. Bioaccelerate had the primary responsibility for the commercialization of IoGen, and Symbollon was to oversee the future clinical development efforts necessary to seek marketing approval for IoGen. The parties were to share in any net profits upon commercialization.

At December 31, 2005, the Company had $84,583 of deferred research and development collaboration revenue related to the Bioaccelerate arrangement. Prior to its termination, the Company assessed collectibility under the Bioaccelerate arrangement as being uncertain and reversed the deferred revenue.

On August 23, 2006, the parties mutually terminated the agreement with all rights to IoGen licensed under the agreement to Bioaccelerate reverting back to Symbollon. (See Note 1).

13. Subsequent Events

On March 7, 2008, the Company signed a term sheet with all shareholders of Xi’an Maidefa Pharmaceutical Co., Ltd. (“Medpharm”) to acquire Medpharm. Medpharm is a fully-integrated pharmaceutical company currently marketing 23 products to the dairy and aquaculture markets in China. Medpharm was founded by Dr. Yongjun Duan, the former director of research and development of Symbollon.

Under the term sheet, Medpharm will be acquired for $1.5 million. Symbollon will acquire approximately 64% of the company in a stock swap for Symbollon shares valued at approximately $960,000 and acquire an option to purchase for approximately $540,000 the remainder of the company for cash. The option is exercisable at any time after the initial closing over the remainder of 2008. The initial closing for 64% of Medpharm is expected to occur during April 2008. Symbollon’s stock shall be valued at the 20 business day weighted average of the closing price as quoted on the OTC Bulletin Board preceding the closing, not to exceed $1.42 per share. The acquisition contemplated by the term sheet is subject, among other things, to entering into a definitive agreement among the parties, completion of due diligence, and receipt of Chinese governmental agency approval.

Item 8.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 8A(T). Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management carried out an evaluation, with the participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2007. Based upon that evaluation, in light of the issue(s) referenced below in Management’s Annual Report on Internal Control over Financial Reporting, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in reports that the Company files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission.

Management’s Annual Report On Internal Control Over Financial Reporting

Symbollon management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) for the Company.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2007. In making this assessment management used the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In performing this assessment, management has identified the following material weakness:

Absence of adequate segregation of duties relating to oversight and management of our systems. This resulted primarily from the fact that, due to our limited resources, we have only two employees, so certain of the work of our chief financial officer who is also our chief executive officer is not monitored or reviewed. As a result, we did not maintain adequate segregation of duties within our critical financial reporting applications, the related modules and financial reporting processes. This material weakness could result in a misstatement of our financial statements or related disclosures in our interim or annual consolidated financial statements that would not be prevented or detected. Accordingly, management has determined that this control deficiency constitutes a material weakness.

As a result of this material weakness in our internal control over financial reporting, our management concluded that our internal control over financial reporting, as of December 31, 2007, was not effective based on the criteria set forth by COSO in Internal Control - Integrated Framework. A material weakness in internal control over financial reporting is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

Changes in Internal Control Over Financial Reporting

There has not been any change in the Company’s internal control over financial reporting in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act that occurred during the quarter ended December 31, 2007 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 8B. Other Information

None.

PART III

Item 9.

Directors, Executive Officers, Promoters and Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act

We incorporate herein by reference the information called for by this Item from our definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with our 2008 Annual Meeting of Stockholders.

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

Item 10. Executive Compensation

Item 11.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Certain Relationships and Related Transactions, and Director Independence

Item 13. Exhibits

See Index to Exhibits on Page E-1. Compensatory plans and arrangements required to be filed as exhibits are as follows:

1 1993 Stock Option Plan, as amended.

Form of Stock Option Agreement to be entered into between the Company and each option holder.

3 2006 Non-Employee Directors’ Stock Option Plan.

Employment Agreement, dated January 3, 2006, between the Company and Dr. Jack H. Kessler, as amended on February 7, 2008.

Employment Agreement, dated January 3, 2006, between the Company and Paul C. Desjourdy, as amended on February 7, 2008.

Item 14. Principal Accountant Fees and Services

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: March 31, 2008

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,	March 31, 2008
Paul C. Desjourdy	Treasurer, Chief Financial Officer,
	General Counsel, and Director
	(Principal Executive, Financial
	and Accounting Officer)



/s/ Jack H. Kessler	Executive Vice President,	March 31, 2008
Jack H. Kessler	Chief Scientific Officer,
	Secretary and Chairman
	of the Board of Directors

/s/ James C. Richards	Director	March 31, 2008
James C. Richards

/s/ Richard F. Maradie	Director	March 31, 2008
Richard F. Maradie

/s/ Eugene Lieberstein	Director	March 31, 2008
Eugene Lieberstein

Symbollon Pharmaceuticals, Inc.

Index to Exhibits

3.1	Amended Certificate of Incorporation of the Company. (previously filed as exhibit 3.1 to Form 10-KSB for the year ended December 31, 2005 and incorporated by reference)

3.2	Amended By-Laws of the Company. (previously filed as exhibit 3.2 to Form 10-QSB for the quarter ended June 30, 1999 and incorporated by reference)

3.3

Agreement of Merger, dated as of August 4, 1993, between the Company and Symbollon Corporation, a Massachusetts corporation (including Certificate of Merger and other state filings). (previously filed as exhibit number 3.3 of the Registration Statement (the “Registration Statement”) on Form SB-2 (Registration No. 33-68828) filed on November 24, 1993 and declared effective on December 7, 1993, and incorporated by reference)

4.1	Form of Specimen Class A Common Stock Certificate. (previously filed as exhibit number 4.2 of the Registration Statement and incorporated by reference)

10.1	1993 Stock Option Plan of the Company, as amended. (incorporated by reference to Exhibit C to the Company’s 2005 Annual Stockholders Meeting Proxy Statement filed under cover of Schedule 14A dated May 4, 2005)

10.2	Employment Agreement, dated January 3, 2006, between the Company and Paul C. Desjourdy. (previously filed as exhibit number 10.1 to Form 8-K filed on January 6, 2006 and incorporated by reference)

10.3	Amendment to Employment Agreement, dated February 7, 2008, between the Company and Paul C. Desjourdy. *

10.4	Employment Agreement, dated January 3, 2006, between the Company and Dr. Jack H. Kessler. (previously filed as exhibit number 10.2 to Form 8-K filed on January 6, 2006 and incorporated by reference)

10.5	Amendment to Employment Agreement, dated February 7, 2008, between the Company and Jack H. Kessler. *

10.6	Commercial Lease, dated April 20, 2007, between Pine Street Realty Trust and the Company. (previously filed as exhibit number 10.1 to Form 10-QSB for the quarter ended March 31, 2007 and incorporated by reference)

10.7	Form of Indemnification Agreement between the Company and each officer and director of the Company. (previously filed as exhibit number 10.6 of the Registration Statement and incorporated by reference)

10.8	Agreement, dated August 31, 1992, among the Company, Dr. Jack H. Kessler and Dr. Robert Rosenbaum. (previously filed as exhibit number 10.8 of the Registration Statement and incorporated by reference)

10.9	Form of Stock Option Agreement to be entered into between the Company and each option holder. (previously filed as exhibit number 10.10 to Form 10-KSB for the year ended December 31, 1993 and incorporated by reference)

10.10

2006 Non-Employee Directors’ Stock Option Plan of the Company. (previously filed as exhibit number 10.1 to Form 8-K filed on May 30, 2006 and incorporated by reference)

10.11

1995 Non-Employee Directors’ Stock Option Plan of the Company. (previously filed as exhibit number 10.1 to Form 10-QSB for the quarter ended June 30, 1995 and incorporated by reference)

10.12

Form of Warrant for the purchase of shares of Class A Common Stock, dated as of February 28, 2006, issued to certain purchasers of the Company’s securities (previously filed as an exhibit number 10.1 to Form 8-K filed on March 7, 2006 and incorporated by reference)

10.13

Licensing and Co-Marketing Agreement, effective on April 12, 2005, by and between the Company and Bioaccelerate Holdings Inc. (previously filed as exhibit number 10.1 to Form 10-QSB for the quarter ended March 31, 2005 and incorporated by reference) **

10.14

Form of Warrant for the purchase of shares of Class A Common Stock, dated as of February 28, 2006, issued to certain purchasers of the Company’s securities (previously filed as exhibit number 10.1 to Form 8-K filed on March 7, 2006 and incorporated by reference)

10.15

Securities Purchase Agreement, dated as of June 2, 2006, between Symbollon and certain purchasers of Symbollon’s securities. (previously filed as exhibit number 10.1 to Form 8-K filed on June 7, 2006 and incorporated by reference)

10.16

Form of Redeemable Warrant expiring on June and August 2011 for the purchase of shares of Class A common stock issued to certain purchasers of Symbollon’s securities. (previously filed as exhibit number 10.2 to Form 8-K filed on June 7, 2006 and incorporated by reference)

10.17

Registration Rights Agreement, dated as of June 2, 2006, between Symbollon and certain purchasers of Symbollon’s securities. (previously filed as exhibit number 10.3 to Form 8-K filed on June 7, 2006 and incorporated by reference)

10.18

Form of Redeemable Warrant expiring December 2011 for the purchase of shares of Class A common stock issued to certain purchasers of Symbollon’s securities. (previously filed as exhibit number 10.22 to the Registration Statement on Form SB-2 (Registration No. 333-140200) filed on January 25, 2007 (the “2007 Registration Statement”) and declared effective on February 7, 2007, and incorporated by reference)

10.19

Form of Subscription Agreement, dated as of December 29, 2006, between Symbollon and certain purchasers of Symbollon’s securities. (previously filed as exhibit number 10.23 to the 2007 Registration Statement)

10.20

Securities Purchase Agreement, dated as of September 27, 2007, between Symbollon and certain purchasers of Symbollon’s securities (previously filed as exhibit number 10.1 to Form 10-QSB for the quarter ended September 30, 2007 and incorporated by reference)

10.21

Form of Subscription Agreement, dated as of September 27, 2007, between Symbollon and certain purchasers of Symbollon’s securities (previously filed as exhibit number 10.2 to Form 10-QSB for the quarter ended September 30, 2007 and incorporated by reference)

10.22

Form of Redeemable Warrant expiring on September 2012 for the purchase of shares of Class A common stock issued to certain purchasers of Symbollon’s securities (previously filed as exhibit number 10.3 to Form 10-QSB for the quarter ended September 30, 2007 and incorporated by reference)

10.23

Registration Rights Agreement, dated as of September 27 2007, between Symbollon and certain purchasers of Symbollon’s securities (previously filed as exhibit number 10.4 to Form 10-QSB for the quarter ended September 30, 2007 and incorporated by reference)

23.1 Consent of Vitale, Caturano & Company Ltd. Relating to Forms S-8 and SB-2. *

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.

**	Indicates that material has been omitted and confidential treatment has been granted or requested therefore. All such omitted material has been filed separately with the Commission pursuant to Rule 24b-2.

E-1

Officers

Paul C. Desjourdy

President, Chief Executive Officer,

Chief Financial Officer, General Counsel, Treasurer

and Director

Jack H. Kessler, Ph.D.

Executive Vice President,

Chief Scientific Officer,

Secretary and Chairman

of the Board

Board of Directors

Jack H. Kessler (Chairman)

Executive Vice President,

Chief Scientific Officer, Secretary

Symbollon Pharmaceuticals, Inc.

Paul C. Desjourdy

President, Chief Executive Officer,

Chief Financial Officer, General Counsel and Treasurer

Symbollon Pharmaceuticals, Inc.

James C. Richards, Ph.D.

President, Chief Executive Officer

and Director

EdgeLight Bioscience, Inc.

(a waveguide technology company)

Richard F. Maradie

Retired

Eugene Lieberstein

Partner

Anderson, Kill & Olick, P.C.

(a law firm)

Corporate Headquarters

37 Loring Drive

Framingham, MA 01702

Tel: (508) 620-7676

Fax: (508) 620-7111

Independent Auditors

Vitale, Caturano & Company Ltd.

80 City Square

Boston, Massachusetts 02129-3742

Transfer Agent and Register

American Stock Transfer & Trust Co.

59 Maiden Lane

New York, New York 10038

(212) 936-5100

Annual Meeting

The annual meeting of stockholders will be held Wednesday, May 21, 2008 at 10:00 a.m. at the Company’s offices at 37 Loring Drive, Framingham, Massachusetts

SEC Form 10-KSB

A copy of the annual report on Form 10-KSB, as filed by Symbollon Pharmaceuticals, Inc. with the Securities and Exchange Commission, is available without charge upon written request to:

Corporate and Investor Relations

Symbollon Pharmaceuticals, Inc.

37 Loring Drive

Framingham, MA 01702