UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM 8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): February 1,
2010
Interleukin
Genetics, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
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001-32715
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94-3123681
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(Commission
File Number)
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(IRS
Employer Identification No.)
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135
Beaver Street Waltham, MA
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02452
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(781)
398-0700
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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ITEM
1.01 Entry into a Material Definitive Agreement.
On
February 1, 2010, Interleukin Genetics, Inc. (“we”, “our”, “us”) entered into
the second amendment to amended and restated note purchase agreement with our
majority stockholder Pyxis Innovations Inc. (“Pyxis”), an affiliate of Alticor
Inc., to extend the availability of our existing credit facility with Pyxis
until June 30, 2011. Prior to the second amendment, the credit
facility had been scheduled to expire on January 1, 2011.
The
original note purchase agreement, entered into by us and Pyxis on
October 23, 2002, was subsequently amended on November 13, 2002,
January 28, 2003, March 5, 2003, February 23, 2006,
August 17, 2006 and August 12, 2008, amended and restated on March 11,
2009 and further amended on August 10, 2009. Pursuant to the amended and
restated note purchase agreement, Pyxis extended to us a credit facility in the
amount of $14,316,255. On June 10, 2008, we drew down $4,000,000, on
May 29, 2009, we drew down $1,000,000, on November 9, 2009, we drew down
$2,000,000, and, as described below, on February 1, 2010, we drew down
$2,000,000, under this credit facility, leaving $5,316,255 of remaining
credit. As of February 1, 2010, we may borrow under the credit
facility until June 30, 2011. All such borrowing becomes due on
August 16, 2011 and is convertible into shares of our common stock at a
conversion price equal to $5.6783 per share.
A copy of
the second amendment to amended and restated note purchase agreement is attached
hereto as Exhibit 10.1 and is incorporated herein by
reference.
ITEM
2.03 Creation of a Direct Financial Obligation.
Also on
February 1, 2010, we elected to draw down $2,000,000 under our existing
convertible credit facility (described under Item 1.01) with Pyxis and issued a
convertible promissory note to Pyxis in that amount. The promissory note issued
to Pyxis was in the form of the promissory note filed as Exhibit 10.4 of
our Current Report on Form 8-K/A (File No. 001-32715), filed with the
Securities and Exchange Commission on October 31,
2006. The principal amount of the note is due and payable on
August 16, 2011. The note bears interest at a variable rate equal to
the “prime rate” and the interest is payable quarterly. Prior to the
maturity date, any portion or the entire outstanding principal and any accrued
but unpaid interest under the note is convertible at Pyxis’s election into
shares of our common stock at a price of $5.6783 per share. As of the
date the note was issued, it was convertible into an aggregate of 352,218 shares
of our common stock.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Interleukin
Genetics, Inc.
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(Registrant)
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Date:
February 2, 2010
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/s/
ELIOT M. LURIER
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Eliot
M. Lurier
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Chief
Financial Officer
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(Signature)
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