8-K

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)

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):

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

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

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

o 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 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.

	Interleukin Genetics, Inc.
	(Registrant)
Date: February 2, 2010	/s/ ELIOT M. LURIER
	Eliot M. Lurier
	Chief Financial Officer
	(Signature)

EX-10.1

Exhibit 10.1

SECOND AMENDMENT

TO

AMENDED AND RESTATED NOTE PURCHASE AGREEMENT

This SECOND AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (the “Amendment”), dated and effective as of February 1, 2010, by and between INTERLEUKIN GENETICS, INC., a Delaware corporation (the “Company”), and PYXIS INNOVATIONS INC., a Delaware corporation (“Pyxis”).

WHEREAS, the Company and Pyxis are parties to an Amended and Restated Note Purchase Agreement dated as of March 10, 2009 (the “Agreement”) and amended on August 10, 2009, pursuant to which Pyxis extended the Company a credit facility (the “Credit Facility”) in an amount (following applicable adjustments) not to exceed Fourteen Million Three Hundred Sixteen Thousand Two Hundred Fifty-Five Dollars and No/100 ($14,316,255.00) on which the parties may draw down until January 1, 2011 (the “Credit Facility Termination Date”);

WHEREAS, Pyxis purchased, and the Company sold and issued to Pyxis, (i) a promissory note in the principal amount of Four Million Dollars and No/100 ($4,000,000.00) on June 10, 2008, (ii) a promissory note in the principal amount of One Million Dollars and No/100 ($1,000,000.00) on May 29, 2009, and (iii) a promissory note in the principal amount of Two Million Dollars and No/100 ($2,000,000.00) on November 9, 2009, all under the terms of the Credit Facility, leaving Seven Million Three Hundred Sixteen Thousand Two Hundred Fifty-Five Dollars and No/100 ($7,316,255.00) available for loan under the Credit Facility as of the date of this Amendment; and

WHEREAS, the Company has requested that Pyxis extend the period of time under which the Company may draw down on available funds under the Credit Facility, and Pyxis is willing to grant such extension;

NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements contained in the Agreement and this Amendment, the parties hereto agree as follows:

1.   Capitalized terms herein which are not otherwise defined in this Amendment shall have the meanings given to them in the Agreement.

2.   The Credit Facility Termination Date shall be amended to be June 30, 2011.

3.   Except as amended hereby, all of the terms and conditions of the Agreement shall remain in full force and effect.

4.   This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

IN WITNESS WHEREOF, the parties have executed this Second Amendment to Amended and Restated Note Purchase Agreement as of the date first written above.

INTERLEUKIN GENETICS, INC.

By:           /s/ Eliot M. Lurier

Typed Name:  Eliot M. Lurier

Title:           Chief Financial Officer

PYXIS INNOVATIONS INC.

By:           /s/ Kim S. Mitchell

Typed Name:  Kim S. Mitchell

Title:           Assistant Secretary