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): July 3, 2017
Interleukin Genetics, Inc.
(Exact Name of Registrant as Specified in 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)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 2.02 | Results of Operations and Financial Condition. |
The information set forth in Item 8.01 is hereby incorporated by reference into this Item 2.02.
| ITEM 2.05 | Costs Associated with Exit or Disposal Activities. |
The information set forth in Item 8.01 is hereby incorporated by reference into this Item 2.05.
| ITEM 8.01 | Other Events |
On July 3, 2017, Interleukin Genetics, Inc. (the “Company”) issued a press release announcing that is seeking strategic alternatives and restructuring its operations.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
The following exhibit is filed with this report:
| Exhibit Number | Description |
| 99.1 | Press Release dated July 3, 2017. |
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: July 3, 2017 | /s/ Mark B. Carbeau | |
| Mark B. Carbeau Chief Executive Officer | ||
EXHIBIT INDEX
| Exhibit No. | Description |
| 99.1 | Press Release dated July 3, 2017. |
Exhibit 99.1
Interleukin Genetics To Explore Strategic Alternatives, Reduce Workforce
WALTHAM, Mass. – July 3, 2017 – Interleukin Genetics, Inc. (OTCQB: ILIU) today announced that it will pursue strategic alternatives for the Company and will reduce the Company’s workforce by five employees (63%) as part of a plan to reduce operating costs.
“While this decision was extremely difficult, it is important to preserve capital as we assess our options,” said Mark Carbeau, Chief Executive Officer of Interleukin Genetics. “I and the other Board members are personally grateful to our departing employees and the exceptional team members throughout the history of the Company who have advanced the contributions that Interleukin Genetics has made to precision medicine and to the advancement of inflammation science broadly.”
The Company was unable to secure a clinical services agreement satisfactory to Horizon Technology Finance, its senior lender, to extend deferral of its debt payment obligations to Horizon pursuant to the amendments made in April 2017 to the Company’s arrangements with Horizon. As part of the restructuring, the Company also announced that it is shutting down its ILUSTRATM Inflammation Management Program and will suspend test processing over the ensuing approximately two months. The Company is currently evaluating all strategic alternatives, including the potential sale of the company or any or all of its assets, another business combination or collaboration, and/or an orderly wind down and liquidation of the Company.
As of June 30, 2017, the Company had cash on hand of approximately $925,000. Management believes its principal assets are its CLIA certified laboratory operations and its intellectual property relating to the ILUSTRA program, cardiovascular disease test, osteoarthrosis test and the Inherent Health tests.
Total indebtedness was approximately $5.6 million, including secured debt obligations of approximately $4.9 million, accounts payable and contractual severance obligations. As a result of the restructuring, the Company expects to incur aggregate expenses of approximately $245,000 consisting of cash severance payments and accrued vacation payments and costs associated with suspending its testing programs.
As a result of these developments, the Company will likely not be able to file its quarterly report on Form 10-Q for the quarter ended June 30, 2017 on a timely basis, and intends to file a Form 12b-25 to that effect.
About Interleukin Genetics, Inc.
Interleukin Genetics, Inc. (OTCQB: ILIU) develops and markets proprietary genetic tests for chronic inflammatory diseases and health-related conditions, with significant expertise in metabolism and inflammation. Our tests provide information that is not otherwise available, to empower individuals and their healthcare providers to manage their health and wellness through genetics-based insights and actionable guidance, including pharmacogenomics information to guide development and use of therapeutics. Interleukin Genetics’ lead products include our proprietary cardiovascular test to guide treatment of high risk patients; our proprietary ILUSTRA Inflammation Management Program; and its Inherent Health® line of genetic tests. Interleukin Genetics is headquartered in suburban Boston and operates an on-site DNA testing laboratory certified under the Clinical Laboratory Improvement Amendments (CLIA). For more information, please visit www.ilgenetics.com.
Forward-Looking Statements
Certain statements contained herein are “forward-looking” statements, including, but not limited to, statements that the Company’s principal assets are its CLIA certified laboratory operations and its intellectual property and the possible strategic alternatives available to the Company. 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 ability of the Company to quickly identify and execute on its strategic alternatives and potentially wind down the Company in an orderly manner, the ability of the Company to fulfill its obligations to creditors, including its senior secured lenders, and those other risks and uncertainties described in the Company’s annual report on Form 10-K for the year ended December 31, 2016, and other filings with the Securities and Exchange Commission. The Company disclaims any obligation or intention to update these forward-looking statements.
Investor Relations Contact:
Mark Carbeau
Interleukin Genetics, Inc.
(781) 419-4740
mcarbeau@ilgenetics.com