8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANTTO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  May 11, 2009

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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On May 14, 2009, Interleukin Genetics, Inc. (the “Company”) issued a press release to report its consolidated financial results for its fiscal quarter ended March 31, 2009. A copy of that press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information set forth in Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 27, 2009, the Company issued a press release disclosing that it had submitted a plan to NYSE Amex LLC (the “Exchange”), which outlines the actions the Company has taken, or will take, to regain compliance with the continued listing standards set forth in Section 1003(a)(iii) of the Exchange’s Company Guide by June 23, 2010 (the “Compliance Period”).

On March 27, 2009, after a review of the compliance plan initially submitted by the Company, the Corporate Compliance Staff of the Exchange (the “Staff”) determined that the compliance plan did not make a reasonable demonstration of the Company’s ability to regain compliance with the continued listing standards within the Compliance Period.  The Company appealed the Staff’s determination.

On May 11, 2009, the Company was notified by the Staff that the Staff has accepted the Company’s plan to meet the Exchange’s continued listing standards and has granted the Company an extension to become compliant, through December 31, 2009.  As a result of the Staff’s extension, the Company was not required to attend a hearing before the Listing Qualifications Panel, as discussed in the Company’s press release dated March 30, 2009.  The Company will be subject to periodic review by the Staff during the extension period. In addition, while the Company expects to comply with all applicable requirements for continued listing on the Exchange by December 31, 2009, there can be no assurance that the Company will be able to do so.

On May 14, 2009, the Company issued a press release to report the Staff’s determination.  A copy of that press release is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.

For additional information with respect to the subject matter of this filing and the correspondence that the Company has received from the Exchange, see the Company’s Current Reports on Form 8-K filed on December 29, 2008, January 15, 2009 and March 31, 2009.

Item 9.01. Financial Statements and Exhibits.

(d) The following exhibit is furnished with this report:

Exhibit No.	Description
99.1	Earnings Press Release dated May 14, 2009.
99.2	AMEX Press Release dated May 14, 2009.

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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: May 15, 2009	/s/ ELIOT M. LURIER
		Eliot M. Lurier
		Chief Financial Officer
		(Signature)

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EX-99.1

Exhibit 99.1

Interleukin Genetics Reports First Quarter 2009 Financial Results

WALTHAM, Mass., May 14 /PRNewswire-FirstCall/ – Interleukin Genetics, Inc. (NYSE: ILI) (AMEX: ILI) today announced financial and operational results for the first quarter ended March 31, 2009.

“In the first quarter we met several of our key corporate objectives. We completed negotiations on a very important research collaboration with a biotech company, presented data from our research related to osteoporosis and obesity at two important scientific conferences, established a European distribution agreement for our Heart Health test product and continued to develop the infrastructure necessary to create our own brand of genetic test products,” said Lewis H. Bender, Chief Executive Officer. “Looking ahead to the rest of the year, we are preparing to launch our own genetic test brand, and continue to hold discussions with companies regarding partnering opportunities for our various programs, products, intellectual property and genetic biomarker expertise.”

Revenue for the three months ended March 31, 2009, was $1.9 million compared to $2.7 million for the same period in the prior year. The decrease was primarily attributable to the effect current economic conditions have had on consumer product revenue. Genetic test revenue increased this quarter over the same period in the prior year as we experience positive growth in that segment of our business.

Research and development expenses were $0.9 million for the three months ended March 31, 2009 compared to $0.8 million for the same period in the prior year. The increase is primarily attributable to ongoing costs associated with our patent portfolio. In addition, we continue to allocate resources to projects underway with Alticor as well as the development of our own genetic test products.

Selling, general and administrative expenses were $2.0 million for the three months ended March 31, 2009, compared to $2.1 million for same period in the prior year. The decrease was primarily attributable to reduced expenses related to consulting partially offset by increased advertising and promotional expenses plus increased expenses relating to increased headcount.

The Company reported a net loss of $2.5 million, or $(0.08) per basic and diluted common share, for the first quarter of 2009, compared to $1.9 million, or $(0.06) for the same period in the prior year. On March 31, 2009, the Company reported cash and cash equivalents of $1.7 million. In addition, the Company has access to $10.3 million under credit facilities with Alticor.

2009 Highlights to Date

Corporate Highlights

·Granted License of Heart Health Genetic Test to LABEC Pharma. In April, the Company entered into a licensing agreement to permit LABEC Pharma to market and sell the Company’s Heart Health genetic test throughout Spain and Portugal. As part of the agreement, the tests will be processed at Interleukin Genetics and marketed by LABEC Pharma. Interleukin Genetics will receive royalties and commercial milestone payments.

·Improved Genetic Test Format. In March, Interleukin Genetics announced the creation of a new, detailed report format and information package for its General Nutrition genetic risk assessment test to enable a better understanding of an individual’s genetic pattern as it relates to vitamin B metabolism and response to oxidative stress and free radicals.

Research Highlights

·Presented Data Linking Vertebral Fractures to Gene Variations. Interleukin Genetics presented research findings from a large clinical study on the genetics of osteoporosis and vertebral fractures at the 8th International Symposium on Osteoporosis: Translating Research into Clinical Practice, on April 4 in Washington, D.C. The poster, titled “Identification of Inflammatory Gene Variants as Biomarkers of

Osteoporosis Risk in Asian Women,” highlighted genetic predisposition risk factors in Asian women for vertebral fractures and osteoporosis.

·Presented Data Highlighting Link Between Inflammatory Genes and Weight Loss. In January, at a Keystone Symposium titled, “Obesity: Novel Aspects of the Regulation of Body Weight,” in Banff, Alberta, Canada, Interleukin Genetics presented new research findings on the role genetics play in an individual’s ability to lose weight and body fat while following a calorie-restricted diet. The poster, titled, “Association of genes involved in chronic inflammation with weight management in response to the carbohydrate content of diet under calorie restriction,” highlighted the influence of genetic polymorphisms in the genes of interleukin-1 (IL-1) inflammatory pathway on dietary intervention induced weight and body fat loss.

Conference Call and Webcast Information

Interleukin Genetics will host a live conference call and webcast today at 4:30 p.m. EDT to review the Company’s new business developments and first quarter financial results. To access the live call, dial 877-397-0291 (domestic) or 719-325-4857 (international). The live webcast and replay access will be available on the Investors section of the Company’s website at http://www.ilgenetics.com.

About Interleukin Genetics

Interleukin Genetics, Inc. (NYSE: ILI) (AMEX: ILI) develops and markets genetic tests that empower consumers to prevent chronic diseases of aging and that assist pharmaceutical companies in the development and marketing of targeted therapeutics. The Company leverages its research, intellectual property, and biomarker development experience to facilitate the emerging personalized health market. Interleukin Genetics is headquartered in Waltham, MA. For more information please visit www.ilgenetics.com.

Certain statements contained herein are “forward-looking” statements including statements regarding the Company’s launch of its own genetic test brand, the Company’s ability to enter into partnerships with third parties, the Company’s receipt of royalties and commercial milestone payments from commercial partners,, the Company’s development of preventive and therapeutic products and genetic tests, and the Company’s ability to make progress in advancing its core technologies. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the risk of market acceptance of the Company’s products, the risk of technology and product obsolescence, delays in product development, the performance of commercial partners, the availability of adequate capital, the actions of competitors and other competitive risks, and those risks and uncertainties described in the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q and other filings with the Securities and Exchange Commission. The Company disclaims any obligation or intention to update these forward-looking statements.

INTERLEUKIN GENETICS, INC. AND SUBSIDIARIES

FINANCIAL HIGHLIGHTS

	31-Mar		31-Dec
	2009		2008
	(Unaudited)		(Audited)
Balance Sheet Data :
Cash and cash equivalents	$	1,746,523	$	4,952,481
Total current assets	4,197,976		6,866,284
Total assets	$	9,575,198	$	12,154,388
Total current liabilities	$	3,457,365	$	3,666,961
Total liabilities	7,467,365		7,671,961
Total shareholders’ equity	2,107,833		4,482,427
Total liabilities and shareholders’ equity	$	9,575,198	$	12,154,388

	Three Months Ended
	March 31,
	2009			2008
Statement of Operations Data (Unaudited):
Revenue:
Genetic testing service revenue	$	137,511		$	101,752
Net consumer products sales	1,547,531			2,012,651
Contract research revenue	203,687			537,013
Other	6,266			3,107
Total revenue	1,894,995			2,654,523
Operating costs and expenses:
Cost of genetic testing services	304,971			234,784
Cost of consumer products sold	737,728			1,101,188
Research and development	881,556			813,371
Selling, general and administrative	2,034,938			2,083,235
Amortization of intangibles	337,551			330,184
Total operating costs and expenses	4,296,744			4,562,762
Loss from operations	(2,401,749		)	(1,908,239		)
Total other income and expense, net	(36,338		)	51,687
Net loss before income taxes	(2,438,087		)	(1,856,552		)
Provision for income taxes	(18,000		)	(18,550		)
Net loss	$	(2,456,087	)	$	(1,875,102	)
Net loss per basic and diluted common share	$	(0.08	)	$	(0.06	)
Weighted average common shares outstanding	31,855,981			30,832,121

EX-99.2

Exhibit 99.2

NYSE Amex Accepts Interleukin Genetics’ Plan to Meet Continued Listing Standards

WALTHAM, Mass., May 14 /PRNewswire-FirstCall/ – Interleukin Genetics, Inc. (NYSE: ILI) (AMEX: ILI) announced today that the Corporate Compliance Staff of the NYSE Amex LLC (the “Exchange”) has accepted the company’s plan to meet the Exchange’s continued listing standards, and has granted the company an extension to become compliant, through December 31, 2009. As a result of the Staff extension, the company was not required to attend a hearing before the Listing Qualifications Panel, as discussed in the company’s press release dated March 30, 2009.

“We are pleased with the decision by the Exchange to continue our listing and look forward to meeting the business goals established by the company in our plan,” said Lewis H. Bender, CEO, Interleukin Genetics. “The decision provides us with a reasonable timeline to achieve our objectives and become compliant with the listing standards. We look to execute on our business strategy and establish our leadership in the personalized health industry.”

The company will be subject to periodic review by the Exchange staff during the extension period. In addition, while the company expects to comply with all applicable requirements for continued listing on the Exchange by December 31, 2009, there can be no assurance that the company will be able to do so.

About Interleukin Genetics

Interleukin Genetics, Inc. (NYSE: ILI) (AMEX: ILI) , is a genetics-focused personalized health company that develops preventative consumer products and genetic tests for sale to the emerging personalized health market. Focused on the future of health and medicine, Interleukin Genetics uses its leading genetics research and scientific capabilities to develop and test innovative preventative and therapeutic products. Interleukin Genetics is headquartered in Waltham, MA. For more information about Interleukin Genetics, its products and ongoing programs, please visit http://www.ilgenetics.com.