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): August 6, 2012
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On August 7, 2012, at the 2012 Annual Meeting of Shareholders (the “Annual Meeting”) of Interleukin Genetics, Inc. (the “Company”), the shareholders approved the Company’s 2012 Employee Stock Purchase Plan (the “Purchase Plan”), as described under Proposal 3 of Item 5.07 below. The Purchase Plan provides eligible employees with the opportunity to purchase up to 750,000 shares of the Company’s common stock, at a discount, on a tax-favored basis through payroll deductions in compliance with Section 423 of the Internal Revenue Code of 1986, as amended. The Purchase Plan replaces the Company’s outstanding Employee Stock Purchase Plan which was terminated as almost all shares thereunder had been issued as of March 31, 2012. A description of the terms and conditions of the Purchase Plan is set forth in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 22, 2012 under the heading “Proposal 3: Approval of the 2012 Employee Stock Purchase Plan,” and is incorporated herein by reference. Such description is qualified in its entirety by reference to the actual terms of the Purchase Plan, a copy of which is filed as Exhibit 10.1 to this Form 8-K.
| Item 5.03 | Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On August 9, 2012, the Company filed a certificate of amendment with the Delaware Secretary of State to increase the number of the Company’s authorized shares of common stock from 100,000,000 shares to 150,000,000 shares. The certificate of amendment became effective upon filing. A copy of the certificate of amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting on August 7, 2012. Holders of 32,450,326 shares of the Company’s common stock and 5,000,000 shares of the Company’s Series A preferred stock (the “Preferred Stock”) were present in person or by proxy. Each share of the Preferred Stock is convertible into approximately 5.63 shares of the Company’s common stock and is entitled to one vote for each share of common stock into which it is convertible. Accordingly, shares representing 93.35% of the aggregate voting power were present in person or by proxy at the Annual Meeting. The following are the results of the three proposals voted on at the Annual Meeting:
Proposal 1: Mary E. Chowning was elected to serve as a Class III director for a three-year term expiring at the Company’s 2015 annual meeting of shareholders. The following chart shows the number of votes cast for the election of Ms. Chowning, as well as the number of votes withheld:
| For | Withheld | ||
| Common Stock | 10,116,593 | 647,019 | |
| Preferred Stock | 5,000,000 | 0 |
In addition, there were 21,686,714 broker non-votes on Proposal 1.
Proposal 2: The appointment of Grant Thornton LLP as the Company’s independent public accounting firm for the fiscal year ending December 31, 2012 was ratified by the shareholders. The following chart shows the number of votes cast for and against this proposal, as well as the number of votes that abstained:
| For | Against | Abstain | |
| Common Stock | 31,009,230 | 76,038 | 1,365,058 |
| Preferred Stock | 5,000,000 | 0 | 0 |
Proposal 3: The proposal to approve the Company’s 2012 Employee Stock Purchase Plan was approved by the shareholders. The following chart shows the number of votes cast for and against this proposal, as well as the number of votes that abstained:
| For | Against | Abstain | |
| Common Stock | 10,303,314 | 246,100 | 214,198 |
| Preferred Stock | 5,000,000 | 0 | 0 |
In addition, there were 21,686,714 broker non-votes on Proposal 3.
Proposal 4: The proposal to increase the number of the authorized shares of the Company’s common stock from 100,000,000 shares to 150,000,000 shares was approved by the shareholders. The following chart shows the number of votes cast for and against this proposal, as well as the number of votes that abstained:
| For | Against | Abstain | |
| Common Stock | 29,116,875 | 2,889,244 | 444,207 |
| Preferred Stock | 5,000,000 | 0 | 0 |
| Item 8.01 | Other Events. |
On August 6, 2012, the Company issued a press release announcing the preliminary, top line results that the Company has received from the Periodontal Disease Prevention Study (PDPS) being conducted by the University of Michigan School of Dentistry. The preliminary results indicate that in Low Risk patients, there was no significant difference between two dental preventive visits per year and one preventive visit per year in reducing the percentage of patients who had tooth extractions over the 16 year monitoring period; 13.8% versus 16.4% (p=0.092 ns). In addition, the preliminary results indicate that in High Risk patients, two preventive visits per year significantly reduced the percentage of patients who had extractions over a 16 year monitoring period compared to one preventive visit per year; 16.9% vs. 22.1% (p=0.002). There was also a positive relationship between number of risk factors and the percentage of patients with extractions (p<0.001). The Low Risk population (approximately 47% of the study) was defined as non-smokers, genetically negative per the Company’s PST test and no history of diabetes. High Risk patients were defined as having one or more risk factors, i.e. PST positive, diabetes or smoking.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 3.1 | Certificate of Amendment filed with the Delaware Secretary of State on August 9, 2012. |
| 10.1+ | Interleukin Genetics, Inc. 2012 Employee Stock Purchase Plan (incorporated by reference to Exhibit A of the Definitive Proxy Statement of Interleukin Genetics, Inc. filed on June 22, 2012). |
| 99.1 | Press Release dated August 6, 2012. |
(+) Management contract or compensatory plan arrangement
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: August 9, 2012 | /s/ Eliot M. Lurier | |
| Eliot M. Lurier Chief Financial Officer | ||
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
INTERLEUKIN GENETICS, INC.
It is hereby certified that:
| FIRST: | The name of the corporation is Interleukin Genetics, Inc. (the “Corporation”). |
| SECOND: | The Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on March 28, 2000, as amended to date, is hereby further amended by striking out the first paragraph of Article 4 in its entirety and by substituting in lieu thereof the following: |
“ARTICLE 4. The total number of shares of all classes of stock which the Corporation shall have authority to issue is 156,000,000 shares, consisting of 150,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”) and 6,000,000 shares of Preferred Stock, $0.001 par value per share (the “Preferred Stock”).”
| THIRD: | The amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. |
| [The remainder of this page is intentionally left blank] |
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed this 9th day of August, 2012.
| INTERLEUKIN GENETICS, INC. | ||
| By: | /s/ Lewis H. Bender | |
| Lewis Bender Chief Executive Officer | ||
Exhibit 99.1
UNIVERSITY OF MICHIGAN INFORMS INTERLEUKIN GENETICS OF STUDY RESULTS USING THE PST GENETIC TEST IN DETERMINING THE FREQUENCY OF DENTAL CLEANINGS
08/06/2012
Second annual dental cleaning does
not reduce tooth loss in low risk patient population;
High risk population benefits from additional care
WALTHAM, Mass. – August 6, 2012 – Interleukin Genetics, Inc. (OTCQB: ILIU) announced today that the Company has received top line results from the Periodontal Disease Prevention Study (PDPS) being conducted by the University of Michigan School of Dentistry. The preliminary results indicate that in Low Risk patients, there was no significant difference between two dental preventive visits per year and one preventive visit per year in reducing the percentage of patients who had tooth extractions over the 16 year monitoring period; 13.8% versus 16.4% (p=0.092 ns). In addition, results indicate that in High Risk patients, two preventive visits per year significantly reduced the percentage of patients who had extractions over a 16 year monitoring period compared to one preventive visit per year; 16.9% vs. 22.1% (p=0.002). There was also a positive relationship between number of risk factors and the percentage of patients with extractions (p<0.001). The Low Risk population (approximately 47% of the study) was defined as non-smokers, genetically negative per the Company’s PST test and no history of diabetes. High Risk patients were defined as having one or more risk factors, i.e. PST positive, diabetes or smoking.
“For more than 50 years, adult patients have been advised to visit the dentist every six months for an examination and cleaning. However, the data from this study appears to question the every six months, one-size-fits-all model for preventive dental visits for adults in a low risk population,” said Lewis H. Bender, Chief Executive Officer of Interleukin Genetics. “These results support movement towards more personalized preventive measures for the management of periodontal disease in low risk individuals, while encouraging more preventive care in high risk patients.”
The PDPS was led by William Giannobile, D.D.S., D.Med.Sc., Director of the Michigan Center for Oral Health Research and Chair of the Department of Periodontics and Oral Medicine at the University of Michigan School of Dentistry, and enrolled approximately 5,400 consenting adults. Patients were identified through a large dental claims database with more than 16 consecutive years of documented oral health history. Participants provided a DNA sample and information on other risk factors to allow them to be classified as either Low Risk or High Risk for periodontitis development. The PST Genetic Test identifies individuals with increased risk for severe and progressive periodontal disease and significant tooth loss based on a proprietary panel of genetic variations that predispose an individual to over-express inflammation. Investigators intend to seek to publish the study results as soon as possible.
Approximately 8 to 15 percent of adult Americans have moderate to severe periodontitis, which, if not diagnosed early and treated properly, can lead to tooth loss, and major changes in appearance. In addition, clinical studies have associated severe periodontal disease with increased risk for heart attacks, strokes and other systemic diseases. Multiple studies have shown that a small number of risk factors, including smoking, diabetes and genetics, are responsible for much of the differences among patients in the severity and progression of periodontal disease. This study was funded by Renaissance Health Service Corporation, a nonprofit organization focused on the advancement of oral health.
About Periodontal Disease and Oral Health Care
According to the American Academy of Periodontology, periodontitis (gum disease) is a chronic inflammatory disease initiated by
bacterial accumulations on the teeth. If untreated, or inadequately treated, periodontitis destroys the bone and soft tissues that
support the teeth and ultimately leads to tooth loss. Although bacteria are essential for initiating periodontitis, the severity
of disease and response to treatment is the result of disease modifying factors including smoking, diabetes, and genetics. Multiple
studies have shown that genetic factors are responsible for more than 50 percent of the differences among patients in the severity
of periodontal disease. Recent studies link periodontitis with diabetes, heart disease, stroke, premature births, and low-weight
births. According to information from the Center for Disease Control and Prevention, one-fourth of U.S. adults aged 60 and older
have lost all of their teeth. In 2009, an estimated $102 billion was spent on dental services in the United States, and each year
Americans make about 500 million visits to dentists. More information is available through the American Academy of Periodontology
at www.perio.org.
About Interleukin Genetics, Inc.
Interleukin Genetics, Inc. (OTCQB: ILIU) develops and markets a line of genetic tests under the Inherent Health® and PST®
brands. The products empower individuals to prevent certain chronic conditions and manage their existing health and wellness through
genetic-based insights with actionable guidance. Interleukin Genetics leverages its research, intellectual property and genetic
panel development expertise in metabolism and inflammation to facilitate the emerging personalized healthcare market. The Company
markets its tests through partnerships with health and wellness companies, healthcare professionals and other distribution channels.
Interleukin Genetics’ flagship products include its proprietary PST genetic risk panel for periodontal disease and tooth
loss susceptibility sold through dentists and the Inherent Health Weight Management Genetic Test that identifies the most effective
diet and exercise program for an individual based on genetics. Interleukin Genetics is headquartered in Waltham, Mass. and operates
an on-site, state-of-the-art DNA testing laboratory certified under the Clinical Laboratory Improvement Amendments (CLIA). For
more information, please visit http://www.ilgenetics.com.
Certain statements contained herein are “forward-looking” statements, including statements that the clinical studies have the potential to expand the use of the PST® Genetic Test. 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, those risks and uncertainties described in the Interleukin Genetics’ annual report on Form 10-K for the year ended December 31, 2011 and other filings with the Securities and Exchange Commission. Interleukin Genetics disclaims any obligation or intention to update these forward-looking statements.
# # #
Contact:
Media:
Interleukin Genetics, Inc.
Jennifer Violette, 781-398-0700 ext.1210
Public Relations
jviolette@ilgenetics.com
or
Investors:
Interleukin Genetics, Inc.
Eliot Lurier, 781-398-0700 ext.1204
Chief Financial Officer
elurier@ilgenetics.com