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) Feruary 28, 2005
----------------
Interleukin Genetics, Inc.
-------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware
-------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
000-23413 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 1.01 Entry into a Definitive Material Agreement.
On March 3, 2005, Interleukin Genetics, Inc. announced that it had entered
into two new research agreements with Access Business Group LLC, a
subsidiary of Alticor Inc., and that it had amended its Stock Purchase Agreement
and Distribution Agreement with other affiliates of Alticor. Under the new
research agreements, Interleukin Genetics will conduct research to develop risk
assessment tests for the Asian market and undertake exploratory research to
identify new product opportunities. Under these agreements, Interleukin Genetics
is eligible to receive up to $5.0 million in additional research funding over a
period of 24 months beginning on April 1, 2005.
The Stock Purchase Agreement was modified to extend the availability of
Interleukin's existing $1.5 million line of credit for two more years through
March 5, 2007, and to extend until March 5, 2007 the period during which Alticor
and its affiliates are restricted from selling shares of Series A Preferred
Stock acquired in March 2003. The credit facility is available for Interleukin
to draw against in connection with expenditures related to new or expanded
strategic partnerships or strategic collaborations. The Distribution Agreement
was amended to require a $2.0 million pre-payment by Alticor for future tests to
be processed by Interleukin upon the achievement by Interleukin of a certain
milestone in connection with its DNA Testing Laboratory.
A copy of the press release is attached hereto as Exhibit 99.1, and is
incorporated in this Item 1.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
----------- -----------
99.1 Press Release dated March 3, 2005.
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.
(Registrant)
Date: March 3, 2005 /s/ Fenel M. Eloi
-----------------------------
Fenel M. Eloi
Chief Operating Officer,
Chief Financial Officer,
Treasurer and Secretary