Attached files
| file | filename |
|---|---|
| EX-4.2 - INTERLEUKIN GENETICS INC | v198083_4-2.htm |
| EX-4.1 - INTERLEUKIN GENETICS INC | v198083_4-1.htm |
| EX-10.1 - INTERLEUKIN GENETICS INC | v198083_10-1.htm |
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): September 30,
2010
Interleukin
Genetics, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
|
001-32715
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94-3123681
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(Commission
File Number)
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(IRS
Employer Identification No.)
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135
Beaver Street Waltham, MA
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02452
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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ITEM
1.01 Entry into a Material Definitive Agreement.
On
September 30, 2010, Interleukin Genetics, Inc. (“we”, “our”, “us”) entered into
the third amendment to amended and restated note purchase agreement with our
majority stockholder Pyxis Innovations Inc. (“Pyxis”), an affiliate of Alticor
Inc., to (i) extend the availability of our existing credit facility with Pyxis
until June 30, 2012 and (ii) extend the maturity date for repayment of all
borrowing under the credit facility until June 30, 2012. Prior to the
third amendment, the credit facility had been scheduled to expire on June 30,
2011 and the maturity date for repayment of all borrowing under the credit
facility had been August 16, 2011. A copy of the third amendment to
amended and restated note purchase agreement is attached hereto as
Exhibit 10.1 and is incorporated herein by reference.
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 and February 1, 2010. Pursuant
to the amended and restated note purchase agreement, Pyxis extended to us a
credit facility in the aggregate 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, on February 1, 2010,
we drew down $2,000,000 and, as described below, on September 30, 2010, we drew
down $2,000,000 under this credit facility. After taking into account
the September 30, 2010 draw down, we may borrow the remaining $3,316,255 under
the credit facility until June 30, 2012. All borrowing under the credit
facility is convertible into shares of our common stock at a conversion price
equal to $5.6783 per share.
As a
result of the extension of the maturity date, all borrowing under the credit
facility becomes due on June 30, 2012. Therefore, we have issued
amended and restated promissory notes for those previously issued on June 10,
2008, May 29, 2009, November 9, 2009 and February 1, 2010, to reflect the
amended maturity date. A copy of the form of amended and restated
promissory note is attached hereto as Exhibit 4.1 and is incorporated herein by
reference.
ITEM
2.03 Creation of a Direct Financial Obligation.
Also on
September 30, 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 is attached hereto as Exhibit 4.2 and is incorporated
herein by reference. The principal amount of the note is due and
payable on June 30, 2012. 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.
Item
9.01 Financial
Statements and Exhibits.
(d)
Exhibits
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Exhibit
Number
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Description
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4.1
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Form
of Amended and Restated Promissory Note under credit facility with Pyxis
Innovations Inc. issued on September 30, 2010.
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4.2
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Form
of (new) Promissory Note under credit facility with Pyxis Innovations
Inc.
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10.1
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Third
Amendment to Amended and Restated dated as of September 30, 2010 between
the Company and Pyxis Innovations Inc.
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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.
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Interleukin
Genetics, Inc.
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(Registrant)
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Date:
October 4, 2010
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/s/
ELIOT M. LURIER
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Eliot
M. Lurier
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Chief
Financial Officer
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(Signature)
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