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<P STYLE="font: 18pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>UNITED STATES</B></P>

<P STYLE="font: 18pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>SECURITIES AND EXCHANGE COMMISSION</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>WASHINGTON, DC 20549</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 18pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>FORM&nbsp;8-K</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>CURRENT REPORT PURSUANT</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>TO SECTION&nbsp;13 OR 15(D)&nbsp;OF THE</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>SECURITIES EXCHANGE ACT OF 1934</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">Date of report (Date of earliest event reported):
<B>&nbsp;June 29, 2012</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 18pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>Interleukin Genetics,&nbsp;Inc.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">(Exact Name of Registrant as Specified in
Its Charter)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse; font-family: Times New Roman, Times, Serif">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 100%; border-bottom: windowtext 1pt solid; font-size: 10pt; font-weight: bold; text-align: center">Delaware</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font-size: 10pt; text-align: center">(State or Other Jurisdiction of Incorporation)</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE ALIGN="CENTER" CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse; font-family: Times New Roman, Times, Serif">
<TR>
    <TD STYLE="width: 49%; vertical-align: top; font-size: 10pt; font-weight: bold; text-align: center"><FONT STYLE="font-size: 10pt">001-32715</FONT></TD>
    <TD STYLE="width: 2%; vertical-align: bottom; text-align: center"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 49%; vertical-align: top; font-size: 10pt; font-weight: bold; text-align: center"><FONT STYLE="font-size: 10pt">94-3123681</FONT></TD></TR>
<TR>
    <TD STYLE="vertical-align: top; font-size: 10pt; text-align: center"><FONT STYLE="font-size: 10pt">(Commission File Number)</FONT></TD>
    <TD STYLE="vertical-align: bottom; text-align: center"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="vertical-align: top; font-size: 10pt; text-align: center"><FONT STYLE="font-size: 10pt">(IRS Employer Identification
    No.)</FONT></TD></TR>
<TR>
    <TD STYLE="vertical-align: top; text-align: center"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="vertical-align: bottom; text-align: center"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="vertical-align: top; text-align: center"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD></TR>
<TR>
    <TD STYLE="vertical-align: top; font-size: 10pt; font-weight: bold; text-align: center"><FONT STYLE="font-size: 10pt">135
    Beaver Street Waltham, MA</FONT></TD>
    <TD STYLE="vertical-align: bottom; text-align: center"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="vertical-align: top; font-size: 10pt; font-weight: bold; text-align: center"><FONT STYLE="font-size: 10pt">02452</FONT></TD></TR>
<TR>
    <TD STYLE="vertical-align: top; font-size: 10pt; text-align: center"><FONT STYLE="font-size: 10pt">(Address of Principal Executive
    Offices)</FONT></TD>
    <TD STYLE="vertical-align: bottom; text-align: center"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="vertical-align: top; font-size: 10pt; text-align: center"><FONT STYLE="font-size: 10pt">(Zip Code)</FONT></TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>(781) 398-0700</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">(Registrant&rsquo;s Telephone Number, Including
Area Code)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">(Former Name or Former Address, if Changed
Since Last Report)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.25in">Check the appropriate box below if the
Form&nbsp;8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(<I>see </I>General Instruction A.2. below):</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

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<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font: 10pt Wingdings">&uml;</FONT></TD><TD><FONT STYLE="font-size: 10pt">Written communications pursuant to Rule&nbsp;425 under the Securities Act (17 CFR 230.425)</FONT></TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-indent: -19.05pt">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font: 10pt Wingdings">&uml;</FONT></TD><TD><FONT STYLE="font-size: 10pt">Soliciting material pursuant to Rule&nbsp;14a-12 under the Exchange Act (17 CFR 240.14a-12)</FONT></TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-indent: -19.05pt">&nbsp;</P>

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<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font: 10pt Wingdings">&uml;</FONT></TD><TD><FONT STYLE="font-size: 10pt">Pre-commencement communications pursuant to Rule&nbsp;14d-2(b)&nbsp;under the Exchange Act (17
CFR 240.14d-2(b))</FONT></TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-indent: -19.05pt">&nbsp;</P>

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<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font: 10pt Wingdings">&uml;</FONT></TD><TD><FONT STYLE="font-size: 10pt">Pre-commencement communications pursuant to Rule&nbsp;13e-4(c)&nbsp;under the Exchange Act (17
CFR 240.13e-4(c))</FONT></TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

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<TD STYLE="width: 0%"></TD><TD STYLE="width: 1in; text-align: left"><B>Item 1.01.</B></TD><TD STYLE="text-align: justify"><B>Entry into a Material Definitive Agreement</B></TD>
</TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-indent: -1in"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><I>Stock Purchase Agreement and Exchange Agreement </I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">On June 29, 2012, Interleukin Genetics, Inc. (&ldquo;Interleukin&rdquo;
or, the &ldquo;Company&rdquo;) entered into an Exchange Agreement (the &ldquo;Exchange Agreement&rdquo;) with Pyxis Innovations
Inc. (&ldquo;Pyxis&rdquo;), pursuant to which Pyxis exchanged the 5,000,000 shares of Interleukin&rsquo;s outstanding Series A
convertible preferred stock, $0.001 par value per share (the &ldquo;Series A Preferred Stock&rdquo;), it held for 5,000,000 shares
of Series A-1 convertible preferred stock, $0.001 par value per share (the &ldquo;Series A-1 Preferred Stock&rdquo;).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">On June 29, 2012, Interleukin also entered into a Stock Purchase
Agreement (the &ldquo;Purchase Agreement&rdquo;) with Delta Dental Plan of Michigan, Inc. (&ldquo;Delta Dental&rdquo;), pursuant
to which, Interleukin sold to Delta Dental 500,000 shares (the &ldquo;Series B Shares&rdquo;) of Series B convertible preferred
stock, $0.001 par value per share (the &ldquo;Series B Preferred Stock&rdquo;), at a purchase price of $6.00, per share for gross
proceeds of $3,000,000.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">For its services as exclusive placement agent BTIG, LLC received
cash compensation in the amount of approximately $210,000 and a warrant to purchase 437,158 shares of Interleukin&rsquo;s common
stock, $0.001 par value per share (the &ldquo;Common Stock&rdquo;), at an exercise price of $0.2745 per share. The warrant is exercisable
immediately and expires five years from the date of grant.&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">The aggregate net proceeds to Interleukin after deducting placement
agents fees and expenses, and Interleukin&rsquo;s estimated offering expenses, were approximately $2.7 million.&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><FONT STYLE="font-family: Times New Roman, Times, Serif">Pursuant
to the Purchase Agreement, w</FONT>ithout the written consent of the holders of a majority of the outstanding Series B Preferred
Stock, so long as at least forty percent (40%) of the originally issued shares of Series&nbsp;B Preferred Stock remain outstanding,
our Board of Directors shall consist of no more than seven (7) members.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><FONT STYLE="font-family: Times New Roman, Times, Serif">The
Purchase Agreement also contains a corporate opportunity policy, as permitted by Section 122(17) of the Delaware General Corporation
Law (the &ldquo;DGCL&rdquo;), in order to regulate the conduct of the director elected by the holders of the Series B Preferred
Stock (the &ldquo;Series B Director&rdquo;) and directors, officers and employees of Delta Dental or certain related entities (such
individuals, hereinafter referred to as &ldquo;Affiliates&rdquo;) as it relates to &ldquo;corporate opportunities.&rdquo; For purposes
of the policy, a &ldquo;corporate opportunity&rdquo; is a business opportunity that </FONT>(i)&nbsp;an entity is financially able
(including, for example, the ability of the entity to obtain financing or raise capital in respect of such opportunity within a
reasonable amount of time) to undertake at the moment that the opportunity becomes known, (ii)&nbsp;is, from its nature, in the
line or lines of the Company&rsquo;s existing genetic testing business and is of practical advantage to it, and (iii)&nbsp;is one
in which the entity could, but for the provisions of the policy, have an interest or reasonable expectancy<FONT STYLE="font-family: Times New Roman, Times, Serif">.
Pursuant to this policy:</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>If a Series&nbsp;B Director who is also an Affiliate acquires knowledge of a potential transaction or matter that may be a
corporate opportunity for both the Company and <FONT STYLE="font-family: Times New Roman, Times, Serif">Delta Dental or certain
related entities (Delta Dental and each such entity hereinafter referred to as a &ldquo;Delta Dental Entity&rdquo;)</FONT> then,
to the fullest extent permitted by law, such Series&nbsp;B Director: (a)&nbsp;shall be deemed to have fully satisfied and fulfilled
the fiduciary duty of such director to the Company and its stockholders with respect to such corporate opportunity, (b)&nbsp;shall
not be liable to the Company or its other stockholders for breach of any fiduciary duty by reason of the fact that a <FONT STYLE="font-family: Times New Roman, Times, Serif">Delta
Dental Entity</FONT> or any Affiliate pursues or acquires such corporate opportunity for itself, himself, or herself, or directs
such corporate opportunity to a <FONT STYLE="font-family: Times New Roman, Times, Serif">Delta Dental Entity</FONT> or any Affiliate
or does not communicate information regarding such corporate opportunity to the Company, and (c) shall be deemed not to have breached
his or her duty of loyalty to the Company or its stockholders and not to have derived an improper personal benefit therefrom; provided
that such director acts in a manner consistent with the following:</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">(A)</TD><TD>A corporate opportunity offered to the Series&nbsp;B Director who is an officer of the Company, and who is also a director
but not an officer or employee of a <FONT STYLE="font-family: Times New Roman, Times, Serif">Delta Dental Entity</FONT>, shall
belong to the Company, unless such corporate opportunity is, in the first instance, expressly offered to such person in writing
solely in his or her capacity as a director of a <FONT STYLE="font-family: Times New Roman, Times, Serif">Delta Dental Entity</FONT>,
in which case such corporate opportunity shall belong to a <FONT STYLE="font-family: Times New Roman, Times, Serif">Delta Dental
Entity</FONT>.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">(B)</TD><TD>A corporate opportunity offered to the Series&nbsp;B Director who is not an officer of the Company, and who is also an officer
(whether or not a director) or employee of<FONT STYLE="font-family: Times New Roman, Times, Serif"> </FONT>a <FONT STYLE="font-family: Times New Roman, Times, Serif">Delta
Dental Entity</FONT>, shall belong to the Company only if such corporate opportunity is expressly offered to such person (i)&nbsp;during
or in connection with any meeting of the Company's Board of Directors, or any committee thereof, or (ii)&nbsp;in writing solely
in his or her capacity as a director of the Company (and in such case, such <FONT STYLE="font-family: Times New Roman, Times, Serif">Delta
Dental Entity</FONT> shall use reasonable efforts to cause such person to provide at least fifteen (15) days notice of such corporate
opportunity to the Company); otherwise such corporate opportunity shall belong to a <FONT STYLE="font-family: Times New Roman, Times, Serif">Delta
Dental Entity</FONT>.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">(C)</TD><TD>Except as otherwise provided in subparagraphs (A) and (B) above, a corporate opportunity offered to any person who is (i)&nbsp;a
director of both the Company and a <FONT STYLE="font-family: Times New Roman, Times, Serif">Delta Dental Entity</FONT> but not
an officer of a <FONT STYLE="font-family: Times New Roman, Times, Serif">Delta Dental Entity</FONT>, (ii) a director of both the
Company and a <FONT STYLE="font-family: Times New Roman, Times, Serif">Delta Dental Entity</FONT> but not an officer of either,
or (iii)&nbsp;a director and an officer of both the Company and a <FONT STYLE="font-family: Times New Roman, Times, Serif">Delta
Dental Entity</FONT>, shall belong to (x) the Company if such corporate opportunity is expressly offered to such person solely
in his or her capacity as an officer or director of the Company, and (y) a <FONT STYLE="font-family: Times New Roman, Times, Serif">Delta
Dental Entity</FONT> if such corporate opportunity is expressly offered to such person in his or her capacity as an officer or
director of a <FONT STYLE="font-family: Times New Roman, Times, Serif">Delta Dental Entity</FONT>.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><I>Certificate of Designation</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><FONT STYLE="font-family: Times New Roman, Times, Serif">The
rights, preferences and privileges of the Series A-1 Preferred Stock and the Series B Preferred Stock are set forth in a certificate
of designations, preferences and rights (the &ldquo;Certificate of Designation&rdquo;) filed with the Delaware Secretary of State
on June 29, 2012. Pursuant to the Certificate of Designation, t</FONT>he holders of the Series&nbsp;A-1 Preferred Stock and Series&nbsp;B
Preferred Stock are entitled to receive dividends at the rate of 8% of the applicable original purchase price ($1.80 per share
for the Series A-1 Preferred Stock and $6.00 per share for the Series B Preferred Stock) per year. Such dividends shall be payable
only when, as and if declared by the Board of Directors and are non-cumulative.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><FONT STYLE="font-family: Times New Roman, Times, Serif">If
we declare a distribution, with</FONT> <FONT STYLE="font-family: Times New Roman, Times, Serif">certain exceptions, payable in
securities of other persons, evidences of</FONT> <FONT STYLE="font-family: Times New Roman, Times, Serif">indebtedness issued by
us or other persons, assets (excluding cash dividends) or</FONT> <FONT STYLE="font-family: Times New Roman, Times, Serif">options
or rights to purchase any such securities or evidences of indebtedness,</FONT> <FONT STYLE="font-family: Times New Roman, Times, Serif">then,
in each such case </FONT>the holders of the Series&nbsp;A-1 Preferred Stock and the Series&nbsp;B Preferred Stock are entitled
to a proportionate share of any such distribution as though the holders of the Series&nbsp;A-1 Preferred Stock and the Series&nbsp;B
Preferred Stock were the holders of the number of shares of our Common Stock into which their respective shares are convertible
as of the record date fixed for the determination of the holders of our Common Stock entitled to receive such distribution. <FONT STYLE="font-family: Times New Roman, Times, Serif">
</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><FONT STYLE="font-family: Times New Roman, Times, Serif">In
the event of any liquidation, dissolution or winding up of the Company,</FONT> <FONT STYLE="font-family: Times New Roman, Times, Serif">whether
voluntary or involuntary, </FONT>the holders of the Series&nbsp;A-1 Preferred Stock and Series&nbsp;B Preferred Stock shall be
entitled to receive, on a <I>pari passu</I> basis, prior and in preference to any distribution of any of our assets or surplus
funds to the holders of our Common Stock, the amount of two times the applicable original purchase price plus all declared but
unpaid dividends on such share for each share of Series&nbsp;A-1 Preferred Stock and Series&nbsp;B Preferred Stock then held by
them. If upon the occurrence of any liquidation, dissolution or winding up of the Company, the assets and funds thus distributed
among the holders of the Series&nbsp;A-1 Preferred Stock and the Series&nbsp;B Preferred Stock are insufficient to permit the payment
to such holders of the full preferential amount, then the entire assets and funds shall be distributed ratably among the holders
of the Series&nbsp;A-1 Preferred Stock and Series&nbsp;B Preferred Stock in proportion to the preferential amount each such holder
is otherwise entitled to receive. <FONT STYLE="font-family: Times New Roman, Times, Serif">After</FONT> <FONT STYLE="font-family: Times New Roman, Times, Serif">receiving
this amount, the holders of the Series A-1 Preferred Stock and Series B Preferred Stock shall</FONT> <FONT STYLE="font-family: Times New Roman, Times, Serif">participate
on an as-converted basis with the holders of Common Stock in any of</FONT> <FONT STYLE="font-family: Times New Roman, Times, Serif">our
remaining assets.</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">For all matters, including voting on matters where the holders
of the Series&nbsp;A-1 Preferred Stock and the Series&nbsp;B Preferred Stock have a separate vote as a single class, each holder
of shares of Series&nbsp;A-1 Preferred Stock or Series&nbsp;B Preferred Stock shall be entitled to the number of votes equal to
the number of shares of Common Stock into which such shares of Series&nbsp;A-1 Preferred Stock or Series&nbsp;B Preferred Stock,
as the case may be, could be converted and shall have voting rights and powers equal to the voting rights and powers of the Common
Stock (except as otherwise expressly provided in the Certificate of Designation or as required by law, voting together with the
Common Stock as a single class on an as-converted basis). In addition, so long as at least forty percent (40%) of the originally
issued shares of Series&nbsp;A-1 Preferred Stock remain outstanding, the holders of Series&nbsp;A-1 Preferred Stock, voting together
as a class, shall be entitled to nominate and elect three (3) members of our Board of Directors, and so long as at least forty
percent (40%) of the originally issued shares of Series&nbsp;B Preferred Stock remain outstanding, the holders of Series&nbsp;B
Preferred Stock, voting together as a class, shall be entitled to nominate and elect one (1) member of our Board of Directors.
Any additional members of the Board of Directors will be nominated and elected or appointed in accordance with the provisions of
our Certificate of Incorporation and Bylaws, and the holders of Series&nbsp;A-1 Preferred Stock and Series&nbsp;B Preferred Stock
shall be entitled to vote in each election of directors with the Common Stock and on an as-converted basis.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Each share of Series&nbsp;A-1 Preferred Stock and Series&nbsp;B
Preferred Stock is convertible at the option of the holder into such number of fully paid and nonassessable shares of Common Stock
as is determined by dividing the applicable original purchase price by the Series&nbsp;A-1 Conversion Price or the Series&nbsp;B
Conversion Price, as applicable. The &ldquo;Series&nbsp;A-1 Conversion Price&rdquo; is $0.3196 and the &ldquo;Series&nbsp;B Conversion
Price&rdquo; is $0.2745, each as subject to adjustment pursuant to certain antidilution provisions set forth in the Certificate
of Designation.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><I>Registration Rights Agreement</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Pursuant to the terms of the Purchase Agreement, we have also
entered into a Registration Rights Agreement with Delta Dental, pursuant to which we have granted Delta Dental &ldquo;piggyback&rdquo;
registration rights with respect to the shares of Common Stock issuable upon conversion of the Series B Shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><I>Amendment to Note Purchase Agreement</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">On June 29, 2012, Interleukin entered into the Fourth Amendment
to the Amended and Restated Note Purchase Agreement (the &ldquo;Note Purchase Agreement Amendment&rdquo;) with Pyxis to extend
the maturity date for repayment of all borrowings under the credit facility until November 30, 2012.&nbsp;&nbsp;Prior to this amendment,
the maturity date for repayment of all borrowing under the credit facility had been June 30, 2012.&nbsp;&nbsp;All $14,316,255 available
under the credit facility has been drawn down. All borrowings under the credit facility are convertible into shares of our common
stock at a conversion price equal to $5.6783 per share.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">As a result of the extension of the maturity date, we have issued
amended and restated promissory notes for the notes previously issued on June 10, 2008, May 29, 2009, November 9, 2009, February
1, 2010, September 30, 2010, November 9, 2011 and April 13, 2012, to reflect the amended maturity date.&nbsp;&nbsp;A copy of the
form of amended and restated promissory note is attached hereto as Exhibit 4.1 and is incorporated herein by reference.&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><I>Amendment to the 2003 Stock Purchase Agreement</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">On June 29, 2012, Interleukin entered into the Third Amendment
to the Stock Purchase Agreement (the &ldquo;2003 SPA Amendment&rdquo;), with Pyxis dated March 3, 2003, in order to clarify and
amend certain terms set forth in Section 6.8 thereof. Section 6.8, as permitted by Section 122(17) of the DGCL, regulates the conduct
of Pyxis, as a majority stockholder, and certain related entities (Pyxis and such related entities hereinafter referred to as the
&ldquo;Majority Stockholder&rdquo;), the directors elected by the holders of the Series A-1 Preferred Stock (each, a &ldquo;Series
A-1 Director&rdquo;) and directors, officers and employees of the Majority Stockholder (such individuals, hereinafter referred
to as &ldquo;Pyxis Affiliates&rdquo;) as it relates to &ldquo;corporate opportunities&rdquo; (as defined above). Pursuant to this
policy:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD><FONT STYLE="font-family: Times New Roman, Times, Serif">Except as the Majority Stockholder may otherwise agree in writing,
the Majority Stockholder shall have the right to engage, and shall have no duty to refrain from engaging, in the same or similar
activities or lines of business or have an interest in the same classes or categories of corporate opportunities as the Company.</FONT></TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD><FONT STYLE="font-family: Times New Roman, Times, Serif">To the fullest extent permitted by law, the Majority Stockholder shall
not be liable to the Company or its other stockholders for breach of any fiduciary duty by reason of any activities identified
in the preceding paragraph of the Majority Stockholder, or the participation in such activities by the Majority Stockholder.</FONT></TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD><FONT STYLE="font-family: Times New Roman, Times, Serif">If the Majority Stockholder acquires knowledge of a potential transaction
or matter through means other than a Pyxis Affiliate who is also a director or officer of the Company, and such transaction or
matter may be a corporate opportunity for both the Majority Stockholder and the Company, to the fullest extent permitted by law,
the Majority Stockholder shall not (a) have a duty to communicate or present such corporate opportunity to the Company, or (b)
be liable to the Company or its other stockholders for breach of any fiduciary duty as a stockholder of the Company by reason of
the fact that the Majority Stockholder pursues or acquires such corporate opportunity for itself, directs such corporate opportunity
to another person or entity, or does not communicate information regarding such corporate opportunity to the Company.</FONT></TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-indent: -0.25in">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD><FONT STYLE="font-family: Times New Roman, Times, Serif">If a director or officer of the Company who is also a Pyxis Affiliate,
acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both the Company and the Majority
Stockholder then, to the fullest extent permitted by law, such director or officer of the Company: (a) shall be deemed to have
fully satisfied and fulfilled the fiduciary duty of such director or officer to the Company and its stockholders with respect to
such corporate opportunity, (b)shall not be liable to the Company or its other stockholders for breach of any fiduciary duty by
reason of the fact that the Majority Stockholder or any Pyxis Affiliate pursues or acquires such corporate opportunity for itself,
himself, or herself, or directs such corporate opportunity to the Majority Stockholder or any Pyxis Affiliate or does not communicate
information regarding such corporate opportunity to the Company, and (c) shall be deemed not to have breached his or her duty of
loyalty to the Company or its stockholders and not to have derived an improper personal benefit therefrom; provided that such director
or officer acts in a manner consistent with the following:</FONT></TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">(A)</TD><TD>A corporate opportunity offered to any person who is an officer of the Company (whether or not a director), and who is also
a director but not an officer or employee of the Majority Stockholder, shall belong to the Company, unless such corporate opportunity
is, in the first instance, expressly offered to such person in writing solely in his or her capacity as a director of the Majority
Stockholder, in which case such corporate opportunity shall belong to the Majority Stockholder.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">(B)</TD><TD>A corporate opportunity offered to any person who is a director but not an officer of the Company, and who is also an officer
(whether or not a director) or employee of the Majority Stockholder, shall belong to the Company only if such corporate opportunity
is expressly offered to such person (i) during or in connection with any meeting of the Company's Board of Directors, or any committee
thereof, or (ii) in writing solely in his or her capacity as a director of the Company (and in such case in this Section 6.8.3.b(ii),
the Majority Stockholder shall use reasonable efforts to cause such person to provide at least fifteen (15) days notice of such
corporate opportunity to the Company); otherwise such corporate opportunity shall belong to the Majority Stockholder.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">(C)</TD><TD>Except as otherwise provided in (A) and (B) above, a corporate opportunity offered to any person who is (i) an officer of both
the Company and the Majority Stockholder but not a director of either, (ii) a director of both the Company and the Majority Stockholder
but not an officer of either, or (ii) a director and an officer of both the Company and the Majority Stockholder, shall belong
to (A) the Company if such corporate opportunity is expressly offered to such person solely in his or her capacity as an officer
or director of the Company, and (B) the Majority Stockholder if such corporate opportunity is expressly offered to such person
in his or her capacity as an officer or director of the Majority Stockholder.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Copies of the Exchange Agreement, the Purchase Agreement, the
Certificate of Designation, the Registration Rights Agreement, the Note Purchase Agreement Amendment,<FONT STYLE="font-family: Times New Roman, Times, Serif">
form of amended and restated promissory note</FONT> and the 2003 SPA Amendment are filed as exhibits 10.1, 10.2, 3.3, 10.3, 10.4,
4.1 and 10.5, respectively, to this Current Report on Form 8-K and each is incorporated by reference herein.&nbsp;The foregoing
summaries of such documents are subject to, and qualified in their entirety by reference to, such exhibits.&nbsp; The Purchase
Agreement and the Exchange Agreement contain representations and warranties that the parties made to, and solely for the benefit
of, the other in the context of all of the terms and conditions of such agreements and in the context of the specific relationship
between the parties.&nbsp; The provisions of such agreements, including the representations and warranties contained therein, are
not for the benefit of any party other than the parties to such agreements and are not intended as documents for investors and
the public to obtain factual information about the current state of affairs of the parties to those documents and agreements. Rather,
investors and the public should look to other disclosures contained in Interleukin&rsquo;s filings with the SEC.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top; text-align: justify">
<TD STYLE="width: 0%"></TD><TD STYLE="width: 1in; text-align: left"><B>Item 3.02.</B></TD><TD STYLE="text-align: justify"><B>Unregistered Sales of Equity Securities</B></TD>
</TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-indent: -1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">The disclosure set forth above in Item 1.01 is hereby incorporated
by reference into this Item 3.02. The Series A-1 Preferred Stock was issued in a transaction exempt from registration under the
Securities Act of 1933, as amended (the &ldquo;Securities Act&rdquo;) in reliance on Section 3(a)(9) thereof. The Series B Preferred
Stock was sold in a transaction exempt from registration under the Securities Act of 1933, in reliance on Section 4(2) thereof
and Rule 506 of Regulation D thereunder.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top; text-align: justify">
<TD STYLE="width: 0%"></TD><TD STYLE="width: 1in; text-align: left"><B>Item 5.02.</B></TD><TD STYLE="text-align: justify"><B>Departure of Directors or Certain Officers; Election
Of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.</B></TD>
</TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-indent: -1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
connection with the transactions described above, Catherine Ehrenberger, a designee of the Series A Preferred Stock, resigned from
the Board of Directors, effective upon the filing of the Certificate of Designation with the Delaware Secretary of State on June
29, 2012.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the terms of the Purchase Agreement and the Certificate of Designation as set forth above in Item 1.01, Goran Jurkovic was elected
by the holder of the Series B Preferred Stock as the Series B Director to fill the vacancy created by the resignation of Ms. Ehrenberger.
Mr. Jurkovic has not been appointed to any committees of the Board of Directors. James Weaver, Roger C. Colman and Thomas R. Curran,
Jr., each of whom were designees elected by the Series A Preferred Stock have continued as the designees elected by the Series
A-1 Preferred Stock pursuant to the Certificate of Designation. The disclosure set forth above in Item 1.01 is hereby incorporated
by reference into this Item 5.02(c).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top; text-align: justify">
<TD STYLE="width: 0%"></TD><TD STYLE="width: 1in; text-align: left"><B>Item 5.03.</B></TD><TD STYLE="text-align: justify"><B>Amendment to Articles of Incorporation or Bylaws; Change
in Fiscal Year.</B></TD>
</TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-indent: -1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><FONT STYLE="font-family: Times New Roman, Times, Serif">On
June 29, 2012, Interleukin filed a certificate of correction with the Delaware Secretary of State to correct a scriveners error.
The certificate of correction was effective upon filing. A copy of the certificate of correction is filed as Exhibit 3.1 to </FONT>this
Current Report on Form 8-K and is incorporated by reference herein.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><FONT STYLE="font-family: Times New Roman, Times, Serif">On
June 29, 2012, Interleukin filed a certificate of elimination with the Delaware Secretary of State to cancel the Series A Preferred
Stock. The certificate of elimination was effective upon filing. A copy of the certificate of elimination is filed as Exhibit 3.2
to </FONT>this Current Report on Form 8-K and is incorporated by reference herein.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><FONT STYLE="font-family: Times New Roman, Times, Serif">On
June 29, 2012, Interleukin filed the Certificate of Designation with the Delaware Secretary of State. The disclosure set forth
above in Item 1.01 relating to the Certificate of Designation is incorporated by reference into this Item 5.03. The Certificate
of Designation was effective upon filing. A copy of the Certificate of Designation is filed as Exhibit 3.3 to </FONT>this Current
Report on Form 8-K and is incorporated by reference herein.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top; text-align: justify">
<TD STYLE="width: 0%"></TD><TD STYLE="width: 1in; text-align: left"><B>Item 9.01.</B></TD><TD STYLE="text-align: justify"><B>Financial Statements and Exhibits.</B></TD>
</TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-indent: -1in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 7%">(d)</TD>
    <TD STYLE="width: 93%"><U>Exhibits</U>.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>3.1</TD>
    <TD>Certificate of Correction filed with the Delaware Secretary of State on June 29, 2012.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>3.2</TD>
    <TD>Certificate of Elimination filed with the Delaware Secretary of State on June 29, 2012.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>3.3</TD>
    <TD>Certificate of Designations, Preferences, and Rights of Series A-1 Preferred Stock and Series B Preferred Stock filed with the Delaware Secretary of State on June 29, 2012.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>4.1</TD>
    <TD>Form of Amended and Restated Promissory Note under credit facility with Pyxis Innovations Inc. </TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>10.1</TD>
    <TD>Exchange Agreement, dated June 29, 2012, between Interleukin and Pyxis Innovations Inc.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>10.2</TD>
    <TD>Stock Purchase Agreement, dated June 29, between Interleukin and Delta Dental Plan of Michigan, Inc.</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 7%">10.3</TD>
    <TD STYLE="width: 93%">Registration Rights Agreement, dated June 29, between Interleukin and Delta Dental Plan of Michigan, Inc.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>10.4</TD>
    <TD>Fourth Amendment, dated June 29, 2012, to the Amended and Restated Note Purchase Agreement, dated March 11, 2009, between Interleukin and Pyxis Innovations Inc.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>10.5</TD>
    <TD>Third Amendment, dated June 29, 2012, to the Stock Purchase Agreement, dated March 3, 2003, between Interleukin and Pyxis Innovations Inc.</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>SIGNATURE</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">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.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 50%">&nbsp;</TD>
    <TD STYLE="width: 30%">INTERLEUKIN&nbsp;GENETICS,&nbsp;INC.</TD>
    <TD STYLE="width: 20%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>Date: July 2, 2012</TD>
    <TD STYLE="border-bottom: windowtext 1pt solid">/s/&nbsp;Eliot&nbsp;M.&nbsp;Lurier</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>Eliot&nbsp;M.&nbsp;Lurier</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>Chief Financial Officer</TD>
    <TD>&nbsp;</TD></TR>
</TABLE>
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[{"type": "8-K", "sequence": "1", "filename": "v317506_8k.htm", "description": "CURRENT REPORT", "secsgml_size_bytes": 53263}]
{"company-data": {"conformed-name": "INTERLEUKIN GENETICS INC", "cik": "0001037649", "assigned-sic": "2835", "irs-number": "943123681", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-32715", "film-number": "12938639"}, "business-address": {"street1": "135 BEAVER ST", "city": "WATHAM", "state": "MA", "zip": "02452", "phone": "1-781-398-0700"}, "mail-address": {"street1": "135 BEAVER ST", "city": "WATHAM", "state": "MA", "zip": "02452"}, "former-company": {"former-conformed-name": "MEDICAL SCIENCE SYSTEMS INC", "date-changed": "19971003"}}
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):
June 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):
¨
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 1.01.
Entry into a Material Definitive Agreement
Stock Purchase Agreement and Exchange Agreement
On June 29, 2012, Interleukin Genetics, Inc. ("Interleukin"
or, the "Company") entered into an Exchange Agreement (the "Exchange Agreement") with Pyxis Innovations
Inc. ("Pyxis"), pursuant to which Pyxis exchanged the 5,000,000 shares of Interleukin's outstanding Series A
convertible preferred stock, $0.001 par value per share (the "Series A Preferred Stock"), it held for 5,000,000 shares
of Series A-1 convertible preferred stock, $0.001 par value per share (the "Series A-1 Preferred Stock").
On June 29, 2012, Interleukin also entered into a Stock Purchase
Agreement (the "Purchase Agreement") with Delta Dental Plan of Michigan, Inc. ("Delta Dental"), pursuant
to which, Interleukin sold to Delta Dental 500,000 shares (the "Series B Shares") of Series B convertible preferred
stock, $0.001 par value per share (the "Series B Preferred Stock"), at a purchase price of $6.00, per share for gross
proceeds of $3,000,000.
For its services as exclusive placement agent BTIG, LLC received
cash compensation in the amount of approximately $210,000 and a warrant to purchase 437,158 shares of Interleukin's common
stock, $0.001 par value per share (the "Common Stock"), at an exercise price of $0.2745 per share. The warrant is exercisable
immediately and expires five years from the date of grant.
The aggregate net proceeds to Interleukin after deducting placement
agents fees and expenses, and Interleukin's estimated offering expenses, were approximately $2.7 million.
Pursuant
to the Purchase Agreement, w
ithout the written consent of the holders of a majority of the outstanding Series B Preferred
Stock, so long as at least forty percent (40%) of the originally issued shares of Series B Preferred Stock remain outstanding,
our Board of Directors shall consist of no more than seven (7) members.
The
Purchase Agreement also contains a corporate opportunity policy, as permitted by Section 122(17) of the Delaware General Corporation
Law (the "DGCL"), in order to regulate the conduct of the director elected by the holders of the Series B Preferred
Stock (the "Series B Director") and directors, officers and employees of Delta Dental or certain related entities (such
individuals, hereinafter referred to as "Affiliates") as it relates to "corporate opportunities." For purposes
of the policy, a "corporate opportunity" is a business opportunity that
(i) an entity is financially able
(including, for example, the ability of the entity to obtain financing or raise capital in respect of such opportunity within a
reasonable amount of time) to undertake at the moment that the opportunity becomes known, (ii) is, from its nature, in the
line or lines of the Company's existing genetic testing business and is of practical advantage to it, and (iii) is one
in which the entity could, but for the provisions of the policy, have an interest or reasonable expectancy
.
Pursuant to this policy:
·
If a Series B Director who is also an Affiliate acquires knowledge of a potential transaction or matter that may be a
corporate opportunity for both the Company and
Delta Dental or certain
related entities (Delta Dental and each such entity hereinafter referred to as a "Delta Dental Entity")
then,
to the fullest extent permitted by law, such Series B Director: (a) shall be deemed to have fully satisfied and fulfilled
the fiduciary duty of such director to the Company and its stockholders with respect to such corporate opportunity, (b) shall
not be liable to the Company or its other stockholders for breach of any fiduciary duty by reason of the fact that a
Delta
Dental Entity
or any Affiliate pursues or acquires such corporate opportunity for itself, himself, or herself, or directs
such corporate opportunity to a
Delta Dental Entity
or any Affiliate
or does not communicate information regarding such corporate opportunity to the Company, and (c) shall be deemed not to have breached
his or her duty of loyalty to the Company or its stockholders and not to have derived an improper personal benefit therefrom; provided
that such director acts in a manner consistent with the following:
(A)
A corporate opportunity offered to the Series B Director who is an officer of the Company, and who is also a director
but not an officer or employee of a
Delta Dental Entity
, shall
belong to the Company, unless such corporate opportunity is, in the first instance, expressly offered to such person in writing
solely in his or her capacity as a director of a
Delta Dental Entity
,
in which case such corporate opportunity shall belong to a
Delta Dental
Entity
.
(B)
A corporate opportunity offered to the Series B Director who is not an officer of the Company, and who is also an officer
(whether or not a director) or employee of
a
Delta
Dental Entity
, shall belong to the Company only if such corporate opportunity is expressly offered to such person (i) during
or in connection with any meeting of the Company's Board of Directors, or any committee thereof, or (ii) in writing solely
in his or her capacity as a director of the Company (and in such case, such
Delta
Dental Entity
shall use reasonable efforts to cause such person to provide at least fifteen (15) days notice of such corporate
opportunity to the Company); otherwise such corporate opportunity shall belong to a
Delta
Dental Entity
.
(C)
Except as otherwise provided in subparagraphs (A) and (B) above, a corporate opportunity offered to any person who is (i) a
director of both the Company and a
Delta Dental Entity
but not
an officer of a
Delta Dental Entity
, (ii) a director of both the
Company and a
Delta Dental Entity
but not an officer of either,
or (iii) a director and an officer of both the Company and a
Delta
Dental Entity
, shall belong to (x) the Company if such corporate opportunity is expressly offered to such person solely
in his or her capacity as an officer or director of the Company, and (y) a
Delta
Dental Entity
if such corporate opportunity is expressly offered to such person in his or her capacity as an officer or
director of a
Delta Dental Entity
.
Certificate of Designation
The
rights, preferences and privileges of the Series A-1 Preferred Stock and the Series B Preferred Stock are set forth in a certificate
of designations, preferences and rights (the "Certificate of Designation") filed with the Delaware Secretary of State
on June 29, 2012. Pursuant to the Certificate of Designation, t
he holders of the Series A-1 Preferred Stock and Series B
Preferred Stock are entitled to receive dividends at the rate of 8% of the applicable original purchase price ($1.80 per share
for the Series A-1 Preferred Stock and $6.00 per share for the Series B Preferred Stock) per year. Such dividends shall be payable
only when, as and if declared by the Board of Directors and are non-cumulative.
If
we declare a distribution, with
certain exceptions, payable in
securities of other persons, evidences of
indebtedness issued by
us or other persons, assets (excluding cash dividends) or
options
or rights to purchase any such securities or evidences of indebtedness,
then,
in each such case
the holders of the Series A-1 Preferred Stock and the Series B Preferred Stock are entitled
to a proportionate share of any such distribution as though the holders of the Series A-1 Preferred Stock and the Series B
Preferred Stock were the holders of the number of shares of our Common Stock into which their respective shares are convertible
as of the record date fixed for the determination of the holders of our Common Stock entitled to receive such distribution.
In
the event of any liquidation, dissolution or winding up of the Company,
whether
voluntary or involuntary,
the holders of the Series A-1 Preferred Stock and Series B Preferred Stock shall be
entitled to receive, on a
pari passu
basis, prior and in preference to any distribution of any of our assets or surplus
funds to the holders of our Common Stock, the amount of two times the applicable original purchase price plus all declared but
unpaid dividends on such share for each share of Series A-1 Preferred Stock and Series B Preferred Stock then held by
them. If upon the occurrence of any liquidation, dissolution or winding up of the Company, the assets and funds thus distributed
among the holders of the Series A-1 Preferred Stock and the Series B Preferred Stock are insufficient to permit the payment
to such holders of the full preferential amount, then the entire assets and funds shall be distributed ratably among the holders
of the Series A-1 Preferred Stock and Series B Preferred Stock in proportion to the preferential amount each such holder
is otherwise entitled to receive.
After
receiving
this amount, the holders of the Series A-1 Preferred Stock and Series B Preferred Stock shall
participate
on an as-converted basis with the holders of Common Stock in any of
our
remaining assets.
For all matters, including voting on matters where the holders
of the Series A-1 Preferred Stock and the Series B Preferred Stock have a separate vote as a single class, each holder
of shares of Series A-1 Preferred Stock or Series B Preferred Stock shall be entitled to the number of votes equal to
the number of shares of Common Stock into which such shares of Series A-1 Preferred Stock or Series B Preferred Stock,
as the case may be, could be converted and shall have voting rights and powers equal to the voting rights and powers of the Common
Stock (except as otherwise expressly provided in the Certificate of Designation or as required by law, voting together with the
Common Stock as a single class on an as-converted basis). In addition, so long as at least forty percent (40%) of the originally
issued shares of Series A-1 Preferred Stock remain outstanding, the holders of Series A-1 Preferred Stock, voting together
as a class, shall be entitled to nominate and elect three (3) members of our Board of Directors, and so long as at least forty
percent (40%) of the originally issued shares of Series B Preferred Stock remain outstanding, the holders of Series B
Preferred Stock, voting together as a class, shall be entitled to nominate and elect one (1) member of our Board of Directors.
Any additional members of the Board of Directors will be nominated and elected or appointed in accordance with the provisions of
our Certificate of Incorporation and Bylaws, and the holders of Series A-1 Preferred Stock and Series B Preferred Stock
shall be entitled to vote in each election of directors with the Common Stock and on an as-converted basis.
Each share of Series A-1 Preferred Stock and Series B
Preferred Stock is convertible at the option of the holder into such number of fully paid and nonassessable shares of Common Stock
as is determined by dividing the applicable original purchase price by the Series A-1 Conversion Price or the Series B
Conversion Price, as applicable. The "Series A-1 Conversion Price" is $0.3196 and the "Series B Conversion
Price" is $0.2745, each as subject to adjustment pursuant to certain antidilution provisions set forth in the Certificate
of Designation.
Registration Rights Agreement
Pursuant to the terms of the Purchase Agreement, we have also
entered into a Registration Rights Agreement with Delta Dental, pursuant to which we have granted Delta Dental "piggyback"
registration rights with respect to the shares of Common Stock issuable upon conversion of the Series B Shares.
Amendment to Note Purchase Agreement
On June 29, 2012, Interleukin entered into the Fourth Amendment
to the Amended and Restated Note Purchase Agreement (the "Note Purchase Agreement Amendment") with Pyxis to extend
the maturity date for repayment of all borrowings under the credit facility until November 30, 2012.  Prior to this amendment,
the maturity date for repayment of all borrowing under the credit facility had been June 30, 2012.  All $14,316,255 available
under the credit facility has been drawn down. All borrowings under the credit facility are 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, we have issued
amended and restated promissory notes for the notes previously issued on June 10, 2008, May 29, 2009, November 9, 2009, February
1, 2010, September 30, 2010, November 9, 2011 and April 13, 2012, 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.
Amendment to the 2003 Stock Purchase Agreement
On June 29, 2012, Interleukin entered into the Third Amendment
to the Stock Purchase Agreement (the "2003 SPA Amendment"), with Pyxis dated March 3, 2003, in order to clarify and
amend certain terms set forth in Section 6.8 thereof. Section 6.8, as permitted by Section 122(17) of the DGCL, regulates the conduct
of Pyxis, as a majority stockholder, and certain related entities (Pyxis and such related entities hereinafter referred to as the
"Majority Stockholder"), the directors elected by the holders of the Series A-1 Preferred Stock (each, a "Series
A-1 Director") and directors, officers and employees of the Majority Stockholder (such individuals, hereinafter referred
to as "Pyxis Affiliates") as it relates to "corporate opportunities" (as defined above). Pursuant to this
policy:
·
Except as the Majority Stockholder may otherwise agree in writing,
the Majority Stockholder shall have the right to engage, and shall have no duty to refrain from engaging, in the same or similar
activities or lines of business or have an interest in the same classes or categories of corporate opportunities as the Company.
·
To the fullest extent permitted by law, the Majority Stockholder shall
not be liable to the Company or its other stockholders for breach of any fiduciary duty by reason of any activities identified
in the preceding paragraph of the Majority Stockholder, or the participation in such activities by the Majority Stockholder.
·
If the Majority Stockholder acquires knowledge of a potential transaction
or matter through means other than a Pyxis Affiliate who is also a director or officer of the Company, and such transaction or
matter may be a corporate opportunity for both the Majority Stockholder and the Company, to the fullest extent permitted by law,
the Majority Stockholder shall not (a) have a duty to communicate or present such corporate opportunity to the Company, or (b)
be liable to the Company or its other stockholders for breach of any fiduciary duty as a stockholder of the Company by reason of
the fact that the Majority Stockholder pursues or acquires such corporate opportunity for itself, directs such corporate opportunity
to another person or entity, or does not communicate information regarding such corporate opportunity to the Company.
·
If a director or officer of the Company who is also a Pyxis Affiliate,
acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both the Company and the Majority
Stockholder then, to the fullest extent permitted by law, such director or officer of the Company: (a) shall be deemed to have
fully satisfied and fulfilled the fiduciary duty of such director or officer to the Company and its stockholders with respect to
such corporate opportunity, (b)shall not be liable to the Company or its other stockholders for breach of any fiduciary duty by
reason of the fact that the Majority Stockholder or any Pyxis Affiliate pursues or acquires such corporate opportunity for itself,
himself, or herself, or directs such corporate opportunity to the Majority Stockholder or any Pyxis Affiliate or does not communicate
information regarding such corporate opportunity to the Company, and (c) shall be deemed not to have breached his or her duty of
loyalty to the Company or its stockholders and not to have derived an improper personal benefit therefrom; provided that such director
or officer acts in a manner consistent with the following:
(A)
A corporate opportunity offered to any person who is an officer of the Company (whether or not a director), and who is also
a director but not an officer or employee of the Majority Stockholder, shall belong to the Company, unless such corporate opportunity
is, in the first instance, expressly offered to such person in writing solely in his or her capacity as a director of the Majority
Stockholder, in which case such corporate opportunity shall belong to the Majority Stockholder.
(B)
A corporate opportunity offered to any person who is a director but not an officer of the Company, and who is also an officer
(whether or not a director) or employee of the Majority Stockholder, shall belong to the Company only if such corporate opportunity
is expressly offered to such person (i) during or in connection with any meeting of the Company's Board of Directors, or any committee
thereof, or (ii) in writing solely in his or her capacity as a director of the Company (and in such case in this Section 6.8.3.b(ii),
the Majority Stockholder shall use reasonable efforts to cause such person to provide at least fifteen (15) days notice of such
corporate opportunity to the Company); otherwise such corporate opportunity shall belong to the Majority Stockholder.
(C)
Except as otherwise provided in (A) and (B) above, a corporate opportunity offered to any person who is (i) an officer of both
the Company and the Majority Stockholder but not a director of either, (ii) a director of both the Company and the Majority Stockholder
but not an officer of either, or (ii) a director and an officer of both the Company and the Majority Stockholder, shall belong
to (A) the Company if such corporate opportunity is expressly offered to such person solely in his or her capacity as an officer
or director of the Company, and (B) the Majority Stockholder if such corporate opportunity is expressly offered to such person
in his or her capacity as an officer or director of the Majority Stockholder.
Copies of the Exchange Agreement, the Purchase Agreement, the
Certificate of Designation, the Registration Rights Agreement, the Note Purchase Agreement Amendment,
form of amended and restated promissory note
and the 2003 SPA Amendment are filed as exhibits 10.1, 10.2, 3.3, 10.3, 10.4,
4.1 and 10.5, respectively, to this Current Report on Form 8-K and each is incorporated by reference herein. The foregoing
summaries of such documents are subject to, and qualified in their entirety by reference to, such exhibits.  The Purchase
Agreement and the Exchange Agreement contain representations and warranties that the parties made to, and solely for the benefit
of, the other in the context of all of the terms and conditions of such agreements and in the context of the specific relationship
between the parties.  The provisions of such agreements, including the representations and warranties contained therein, are
not for the benefit of any party other than the parties to such agreements and are not intended as documents for investors and
the public to obtain factual information about the current state of affairs of the parties to those documents and agreements. Rather,
investors and the public should look to other disclosures contained in Interleukin's filings with the SEC.
Item 3.02.
Unregistered Sales of Equity Securities
The disclosure set forth above in Item 1.01 is hereby incorporated
by reference into this Item 3.02. The Series A-1 Preferred Stock was issued in a transaction exempt from registration under the
Securities Act of 1933, as amended (the "Securities Act") in reliance on Section 3(a)(9) thereof. The Series B Preferred
Stock was sold in a transaction exempt from registration under the Securities Act of 1933, in reliance on Section 4(2) thereof
and Rule 506 of Regulation D thereunder.
Item 5.02.
Departure of Directors or Certain Officers; Election
Of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)           In
connection with the transactions described above, Catherine Ehrenberger, a designee of the Series A Preferred Stock, resigned from
the Board of Directors, effective upon the filing of the Certificate of Designation with the Delaware Secretary of State on June
29, 2012.
(c)           Pursuant
to the terms of the Purchase Agreement and the Certificate of Designation as set forth above in Item 1.01, Goran Jurkovic was elected
by the holder of the Series B Preferred Stock as the Series B Director to fill the vacancy created by the resignation of Ms. Ehrenberger.
Mr. Jurkovic has not been appointed to any committees of the Board of Directors. James Weaver, Roger C. Colman and Thomas R. Curran,
Jr., each of whom were designees elected by the Series A Preferred Stock have continued as the designees elected by the Series
A-1 Preferred Stock pursuant to the Certificate of Designation. The disclosure set forth above in Item 1.01 is hereby incorporated
by reference into this Item 5.02(c).
Item 5.03.
Amendment to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On
June 29, 2012, Interleukin filed a certificate of correction with the Delaware Secretary of State to correct a scriveners error.
The certificate of correction was effective upon filing. A copy of the certificate of correction is filed as Exhibit 3.1 to
this
Current Report on Form 8-K and is incorporated by reference herein.
On
June 29, 2012, Interleukin filed a certificate of elimination with the Delaware Secretary of State to cancel the Series A Preferred
Stock. The certificate of elimination was effective upon filing. A copy of the certificate of elimination is filed as Exhibit 3.2
to
this Current Report on Form 8-K and is incorporated by reference herein.
On
June 29, 2012, Interleukin filed the Certificate of Designation with the Delaware Secretary of State. The disclosure set forth
above in Item 1.01 relating to the Certificate of Designation is incorporated by reference into this Item 5.03. The Certificate
of Designation was effective upon filing. A copy of the Certificate of Designation is filed as Exhibit 3.3 to
this Current
Report on Form 8-K and is incorporated by reference herein.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits
.
3.1
Certificate of Correction filed with the Delaware Secretary of State on June 29, 2012.
3.2
Certificate of Elimination filed with the Delaware Secretary of State on June 29, 2012.
3.3
Certificate of Designations, Preferences, and Rights of Series A-1 Preferred Stock and Series B Preferred Stock filed with the Delaware Secretary of State on June 29, 2012.
4.1
Form of Amended and Restated Promissory Note under credit facility with Pyxis Innovations Inc.
10.1
Exchange Agreement, dated June 29, 2012, between Interleukin and Pyxis Innovations Inc.
10.2
Stock Purchase Agreement, dated June 29, between Interleukin and Delta Dental Plan of Michigan, Inc.
10.3
Registration Rights Agreement, dated June 29, between Interleukin and Delta Dental Plan of Michigan, Inc.
10.4
Fourth Amendment, dated June 29, 2012, to the Amended and Restated Note Purchase Agreement, dated March 11, 2009, between Interleukin and Pyxis Innovations Inc.
10.5
Third Amendment, dated June 29, 2012, to the Stock Purchase Agreement, dated March 3, 2003, between Interleukin and Pyxis Innovations Inc.
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 2, 2012
/s/ Eliot M. Lurier
Eliot M. Lurier
Chief Financial Officer