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):  November 29, 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):

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 5.02. Departure of Directors or Certain Officers; Election Of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On November 29, 2012, Interleukin Genetics, Inc. (the “Company”) entered into the Second Amendment (the “Amendment”) to the employment agreement, dated November 12, 2008 (the “Agreement”), with its Chief Executive Officer, Chief Scientific Officer and President, Kenneth S. Kornman. The Amendment extends the term of the Agreement through November 30, 2015. The terms of the Agreement were set forth in “Part II - Item 5. Other Information” of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, as filed with the Securities and Exchange Commission on November 13, 2008 (File No. 001-32715), and are incorporated herein by reference. A copy of the Amendment is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 Second Amendment, dated November 29, 2012, to the Employment Agreement, dated as of November 12, 2008, by and between Interleukin Genetics, Inc. and Kenneth S. Kornman.

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: November 30, 2012	By:	/s/ Eliot M. Lurier
		Eliot M. Lurier Chief Financial Officer

EX-10.1

EXHIBIT 10.1

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

This Second Amendment (the “Second Amendment”) to the Employment Agreement (the “Agreement”) dated as of November 12, 2008 by and between Interleukin Genetics, Inc., a Delaware corporation (“Employer”) and Kenneth S. Kornman, an individual (“Employee”), as amended by that certain First Amendment to Employment Agreement dated as of March 31, 2012 by and between Employer and Employee (the “First Amendment”), is made effective as of November 29, 2012. Capitalized terms used herein and not otherwise defined have the meaning set forth in the Agreement.

WHEREAS, Employer and Employee desire to amend the Agreement to extend the Term, modify Employee’s title and duties, and reaffirm Employee’s obligations under the Agreement (including but not limited to the obligations set forth in Section 8 thereunder).

NOW, THEREFORE, in consideration of the promises and mutual covenants contained in this Second Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Amendment of Section 1 of the Agreement. Section 1 of the Agreement is hereby amended by deleting “November 30, 2012” and inserting “November 30, 2015”.

2.Amendment of Section 2(a) of the Agreement.

(a)Section 2(a) of the Agreement is hereby amended by deleting “set forth on Exhibit A hereto” and inserting “of Chief Executive Officer, Chief Scientific Officer, and President of Employer”.

(b)Section 2(a) of the Agreement is further hereby amended by deleting the word “office” and inserting the word “offices”.

3.Miscellaneous.

(a)Except as contemplated by this Second Amendment, all of the terms and conditions of the Agreement shall remain in full force and effect.

(b)Without limiting the foregoing, in consideration of the mutual covenants contained herein and other good and valuable consideration, and further as an express condition of Employer’s grant of stock options to Employee concomitantly herewith (as memorialized in that certain stock option agreement between Employer and Employee executed concomitantly herewith), Employee expressly restates and reaffirms his obligations to Employer under Section 8 of the Agreement and under the Non-Disclosure and Confidentiality Agreement dated March 31, 2006 between the parties, and acknowledges that such Section 8 and such Non-Disclosure and Confidentiality Agreement shall remain valid and enforceable pursuant to their respective terms.

(c)The parties hereto expressly acknowledge and agree that this Second Amendment constitutes a proper amendment of the Agreement pursuant to Section 9(g) thereunder.

(d)This Second Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed by their respective authorized officers effective as of the date first above written.

INTERLEUKIN GENETICS, INC.
By:	/s/ James Weaver
Name:	James Weaver
Title:	Chairman, Board of Directors
EMPLOYEE
By:	/s/ Kenneth S. Kornman
Name:	Kenneth S. Kornman, D.D.S., Ph.D.

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