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 8, 2014

Interleukin Genetics, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

(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):

The disclosure set forth in Item 5.02 below is incorporated herein by reference.

On September 8, 2014, Interleukin Genetics, Inc. (the “Company”) entered into a consulting agreement (the “Agreement”) with Danforth Advisors, LLC (“Danforth”), pursuant to which Danforth will provide finance, accounting and administrative functions, including interim chief financial officer services, to the Company. The Company will pay Danforth an agreed upon hourly rate for such services and will reimburse Danforth for expenses. The Agreement has an initial term of one year and may be extended by mutual agreement of the parties. The Agreement may be terminated by either party, with or without cause, upon 30 days written notice. In addition, the Company has also granted Danforth warrants to purchase up to 100,000 shares of the Company’s common stock at an exercise price of $0.25 per share. The warrants vest on a monthly basis over two years; provided that, 50% of the shares issuable upon exercise of the warrant shall become fully vested and exercisable if the Company terminates the Agreement for any reason other than for cause before September 8, 2015, and the remaining 50% of the shares issuable upon exercise of the warrant shall become fully vested and exercisable if the Company terminates the Agreement for any reason other than for cause upon the extension of the agreement after September 8, 2015. In addition, provided that the Agreement has not been terminated by either party, the warrant will become exercisable in full upon a change of control of the Company.

In accordance with the terms of the Agreement, the Board of Directors of the Company has appointed Stephen DiPalma, Managing Director of Danforth, as interim Chief Financial Officer. Mr. DiPalma replaces Eliot Lurier, who resigned as Chief Financial Officer of the Company effective as of the close of business on September 5, 2014.

Mr. DiPalma, age 55, is Managing Director at Danforth Advisors, LLC, where he has served since April 2014. He brings more than 25 years of experience in life sciences and healthcare, including founding two start-ups, working with venture-backed companies, subsidiaries of Fortune 100 firms and publicly traded companies, and his work with Danforth Advisors clients. Previously, he served as the CFO of two public companies, and as CFO, COO, CEO or Director of eight privately held companies, in addition to his consulting clients. Mr. DiPalma participated in the successful reorganization of Cambridge Biotech from Chapter 11 bankruptcy protection into Aquila BioPharmaceuticals, led the effort to take RXi Pharmaceuticals public, and has extensive experience in international fund raising and corporate structuring. He was formerly Chairman of the Board of Cognoptix Inc., and is on the Board of Directors of Phytera, Inc.  Mr. DiPalma received his M.B.A. from Babson College and his B.S. from the University of Massachusetts-Lowell.

Other than as described herein, there are no related party transactions between the Company and Mr. DiPalma, and Mr. DiPalma is neither related to, nor does he have any relationship with, any existing member of the Board or any executive officer of the Company.

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.