Filed pursuant to Rule 424(b)(3)

Registration No. 333-189749

 

 

PROSPECTUS SUPPLEMENT NO. 2

To Prospectus dated May 29, 2014

 

Description: interleukin

 

120,408,197 SHARES OF COMMON STOCK

 

 

 

This prospectus supplement supplements the prospectus dated May 29, 2014, relating to the offering and resale by the selling stockholders of up to 120,408,197 shares of our common stock. We will not receive any proceeds from the sale of these shares by the selling stockholders.

 

This prospectus supplement incorporates into our prospectus the information contained in our attached current report on Form 8-K, which was filed with the Securities and Exchange Commission on July 25, 2014.

 

You should read this prospectus supplement in conjunction with the prospectus, including any supplements and amendments thereto. This prospectus supplement is qualified by reference to the prospectus except to the extent that the information in this prospectus supplement supersedes the information contained in the prospectus.

 

This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the prospectus, including any supplements and amendments thereto.

 

Our common stock is traded on the OTCQB under the symbol “ILIU”. On July 24, 2014, the closing sale price of our common stock on the OTCQB was $0.25 per share.

 

 

 

AN INVESTMENT IN OUR COMMON STOCK INVOLVES RISKS. SEE THE

SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 4 OF THE PROSPECTUS.

 

 

 

Neither the Securities and Exchange Commission nor any state securities commission has

approved or disapproved of these securities or determined if this prospectus is truthful

or complete. Any representation to the contrary is a criminal offense.

 

 

 

 

The date of this prospectus supplement is July 25, 2014

  

 
 

  

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):  July 23, 2014

 

Interleukin Genetics, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

001-32715   94-3123681
(Commission File Number)   (IRS Employer Identification No.)
     
135 Beaver Street Waltham, MA   02452
(Address of Principal Executive Offices)   (Zip Code)

 

(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):

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 
 

  

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On July 23, 2014, at the 2014 Annual Meeting of Stockholders (the “Annual Meeting”) of Interleukin Genetics, Inc. (the “Company”), at which a quorum was present, the stockholders of the Company voted on and approved the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the SEC on June 13, 2014: (1) to elect Kenneth S. Kornman and Dayton Misfeldt as Class II directors to each serve for a three-year term expiring at the Company’s 2017 annual meeting of stockholders (“Proposal 1”); (2) to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014 (“Proposal 2”); and (3) to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (“Proposal 3”).

 

The tabulation of votes with respect to the proposals was as follows:

 

Proposal 1 – Election of Directors:

 

  For Withheld Broker Non-Votes
Kenneth S. Kornman 92,784,890 120,137 22,877,852
Dayton Misfeldt 92,793,030 111,997 22,877,852

 

Proposal 2 – Ratification of Independent Registered Public Accounting Firm:

 

For Against Abstain
115,725,403 57,476 0

 

Proposal 3 – Advisory Vote on Approval of Executive Compensation:

 

For Against Abstain Broker Non-Votes
92,453,604 215,911 235,512 22,877,852

 

 
 

  

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.

 

INTERLEUKIN GENETICS, INC.
   
Date: July 25, 2014 /s/ Eliot M. Lurier          
  Eliot M. Lurier
  Chief Financial Officer