Withdrawal of Registration Statement (rw)
September 30 2016 - 4:57PM
Edgar (US Regulatory)
September 30, 2016
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Filing Desk
|
Re:
|
Interleukin Genetics, Inc.
|
|
|
Request for Withdrawal of Registration Statement on Form S-1
|
|
|
Filed May 13, 2016
|
|
|
File No. 333-211361
|
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the
Securities Act of 1933, as amended (the “Securities Act”), Interleukin Genetics, Inc. ( the “Company”)
hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal
of its Registration Statement on Form S-1 (Registration No. 333-211361), together with all exhibits and amendments thereto (the
“Registration Statement”), effective as of the date hereof or at the earliest practicable date hereafter.
No securities were
sold or will be sold under the Registration Statement. The Company submits this request for withdrawal as it does not intend to
pursue the contemplated public offering at this time. The Company reserves the right to undertake one or more subsequent private
offerings in reliance on Rule 155(c) of the Securities Act.
The Company respectfully requests, in accordance
with Rule 457(p) under the Securities Act, that all fees paid to the Commission in connection with the filing of the Registration
Statement be credited to the Company’s account to be offset against the filing fee for any future registration statement
or registration statements.
Please address any questions you may have
to Brian P. Keane, Esq. at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, Massachusetts 02111,
email: bkeane@mintz.com, telephone number: (617) 348-3093, facsimile number: (617) 542-2241.
Thank you for your assistance with this
matter.
|
INTERLEUKIN GENETICS, INC.
|
|
|
|
|
By:
|
/s/ Mark B. Carbeau
|
|
|
Mark B. Carbeau
|
|
|
Chief Executive Officer
|
cc:
|
Securities and Exchange Commission
|
|
Division of Corporation Finance
|
|
Josh Samples
|
|
Mary Beth Breslin
|
|
Suzanne Hayes
|
|
|
|
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
|
|
Brian P. Keane, Esq.
|
135 Beaver Street
§
Waltham,
MA 02452
§
Tel:
781-398-0700
§
Fax:
781-398-0720
www.ilgenetics.com