UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

Amendment No. 1



|☒ | Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934:    
|- | -----------------------------------------------------------------------------------------
|  | For the fiscal year ended:   December 31,  2016                                          
|  |                                                                                          
|☐ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934:
|  | For the transition period from:                                                          



| |  | XG SCIENCES, INC.                                     |  | 
| |  | ----------------------------------------------------- |  | 
| |  | (Exact name of registrant asspecified in its charter) |  | 



|Michigan                                                      |  | 333-209131            |  | 20-4998896                         
|------------------------------------------------------------- |  | --------------------- |  | -----------------------------------
|(State or other jurisdiction ofincorporation or organization) |  | (Commission File No.) |  | (I.R.S. Employer IdentificationNo.)



3101 Grand Oak Drive

Lansing, MI 48911

(Address of principal executive offices)
(zip code)



(517) 703-1110

(Issuer Telephone number)



Securities registered under Section 12(b) of the Act:   None.



Securities registered under Section 12(g) of the Act:   None.



Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.   Yes ☐   No  ☒



Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or 15(d) of the Exchange Act.    Yes ☐   No  ☒



Indicate by check mark whether the registrant (1) filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
  Yes  ☒   No  ☐



Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit
and post such files).   Yes ☐   No  ☒



Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge,
in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.   Yes  ☒   No  ☐



Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act):   Yes ☐   No  ☒



Indicate by check mark whether the registrant is a large accelerated
filer, and accelerated filer, a non-accelerated filer, or a smaller reporting company, and whether the registrant is an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



|Large accelerated filer   ☐                                             | Accelerated filer   ☐        
|----------------------------------------------------------------------- | -----------------------------
|Non-accelerated filer (Do not check if a smaller reporting company)   ☐ | Smaller reporting company   ☒

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. ☒





As of June 30, 2016, the aggregate market
value of the registrant’s common stock held by non-affiliates of the registrant was approximately $7,462,352, based on the
price at which the common equity was last sold (i.e., $8.00 per share).



The number of shares outstanding of the
registrant’s Common Stock, no par value per share, as of March 31, 2017 was 1,981,650.











Explanatory Note



This Amendment No.
1 on Form 10-K/A (this “Amendment No. 1”) amends XG Sciences, Inc.’s Annual Report on Form 10-K for the year
ended December 31, 2016, originally filed with the Securities and Exchange Commission on March 31, 2017 (the “Original Filing”)
for the purpose of correcting a scrivener’s error with respect to the signature page thereto. Amendment No. 1 speaks as of
the date of the Original filing, does not reflect events that may have occurred after the date of the Original 10-K and does not
modify or update in any way the disclosures made in the Original 10-K, except as described above. Amendment No. 1 should be read
in conjunction with the Original 10-K and with the Company's subsequent filings with the SEC. As required by Rule 12b-15 under
the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial
officer are being filed as exhibits to this Amendment No. 1.











PART IV



|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|-------- | ------------------------------------------



|EXHIBITNUMBER |  | DESCRIPTION                                                                                                                                                                                                   |  | LOCATION                                                                                               
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------
|3.1           |  | First Amendment to the Amended and Restated Certificate of Designations of Series A Convertible Preferred Stock, dated November 20, 2013                                                                      |  | Incorporated by reference to the Company’s Form S-1 filed with the SEC on January 26, 2016             
|              |  |                                                                                                                                                                                                               |  |                                                                                                        
|3.2           |  | Second Restated Bylaws dated March 3, 2017                                                                                                                                                                    |  | Incorporated by reference to the Company’s Form S-1 filed with the SEC on January 26, 2016             
|              |  |                                                                                                                                                                                                               |  |                                                                                                        
|3.3           |  | Certificate of Designations of Series B Convertible Preferred Stock, effective September 9, 2015                                                                                                              |  | Incorporated by reference to the Company’s Form S-1 filed with the SEC on January 26, 2016             
|              |  |                                                                                                                                                                                                               |  |                                                                                                        
|3.4           |  | First Amended and Restated Certificate of Designations of Series B Convertible Preferred Stock, effective August 18, 2016                                                                                     |  | Incorporated by reference to the Company’s Form S-1, as amended, filed with the SEC on January 10, 2017
|              |  |                                                                                                                                                                                                               |  |                                                                                                        
|4.1           |  | Warrant to Purchase 5,000 Shares of Common Stock, dated October 8, 2012, issued by XG Sciences, Inc. to Michael R. Knox, together with Notice and Certificate of Adjustment to Warrant, dated August 21, 2013 |  | Incorporated by reference to the Company’s Form S-1 filed with the SEC on January 26, 2016             
|              |  |                                                                                                                                                                                                               |  |                                                                                                        
|4.2           |  | Warrant to Purchase 833,333 Shares of Series A Convertible Preferred Stock, dated January 15, 2014, issued by XG Sciences, Inc. to Aspen Advanced Opportunity Fund, LP                                        |  | Incorporated by reference to the Company’s Form S-1 filed with the SEC on January 26, 2016             
|              |  |                                                                                                                                                                                                               |  |                                                                                                        
|4.3           |  | Warrant to Purchase 83,333 Shares of Series A Convertible Preferred Stock, dated January 15, 2014, issued by XG Sciences, Inc. to XGS II, LLC                                                                 |  | Incorporated by reference to the Company’s Form S-1 filed with the SEC on January 26, 2016             
|              |  |                                                                                                                                                                                                               |  |                                                                                                        
|4.4           |  | Warrant to Purchase 100,000 Shares of Series A Convertible Preferred Stock, dated January 15, 2014, issued by XG Sciences, Inc. to SVIC No. 15 New Technology Business Investment L.L.P.                      |  | Incorporated by reference to the Company’s Form S-1 filed with the SEC on January 26, 2016             
|              |  |                                                                                                                                                                                                               |  |                                                                                                        
|10.1          |  | Form of Warrant for Series B Unit Offering                                                                                                                                                                    |  | Incorporated by reference to the Company’s Form S-1 filed with the SEC on January 26, 2016             
|              |  |                                                                                                                                                                                                               |  |                                                                                                        
|10.2          |  | Form of December Note for December Placement                                                                                                                                                                  |  | Incorporated by reference to the Company’s Form S-1 filed with the SEC on January 26, 2016             
|              |  |                                                                                                                                                                                                               |  |                                                                                                        
|10.3          |  | Form of December Warrant for December Placement                                                                                                                                                               |  | Incorporated by reference to the Company’s Form S-1 filed with the SEC on January 26, 2016             



1







|10.4     |  | Form of Subscription Agreement for December Placement                                                                                   |  | Incorporated by reference to the Company’s Form S-1 filed with the SEC on January 26, 2016                  
|-------- |  | --------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------
|         |  |                                                                                                                                         |  |                                                                                                             
|10.5     |  | Form of Subscription Agreement for Primary Offering                                                                                     |  | Incorporated by reference to the Company’s Form S-1, as amended, filed with the SEC on April 5, 2016        
|         |  |                                                                                                                                         |  |                                                                                                             
|10.6     |  | First Amendment to Shareholder Agreement, dated February 26, 2016                                                                       |  | Incorporated by reference to the Company’s Form S-1, as amended, filed with the SEC on March 1, 2016        
|         |  |                                                                                                                                         |  |                                                                                                             
|10.7     |  | Draw Loan Note and Agreement, dated as of December 7, 2016, by and between the Company and Dow                                          |  | Incorporated by reference to the Company’s current report on Form 8-K filed with the SEC on December 9, 2016
|         |  |                                                                                                                                         |  |                                                                                                             
|14       |  | Code of Ethics                                                                                                                          |  | Incorporated by reference to the Company’s Form S-1 filed with the SEC on January 26, 2016                  
|         |  |                                                                                                                                         |  |                                                                                                             
|21       |  | Subsidiary                                                                                                                              |  | Incorporated by reference to the Company’s Form S-1, as amended, filed with the SEC on March 1, 2016        
|         |  |                                                                                                                                         |  |                                                                                                             
|31.1     |  | Certifications of the Chief Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |  | Filed herewith                                                                                              
|         |  |                                                                                                                                         |  |                                                                                                             
|32.1     |  | Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act Of 2002*                 |  | Furnished herewith                                                                                          
|         |  |                                                                                                                                         |  |                                                                                                             
|101. INS |  | XBRL Instance Document                                                                                                                  |  | Incorporated by reference to the Company’s annual report on Form 10-K filed with the SEC on March 31, 2017  
|         |  |                                                                                                                                         |  |                                                                                                             
|101. CAL |  | XBRL Taxonomy Extension Calculation Link base Document                                                                                  |  | Incorporated by reference to the Company’s annual report on Form 10-K filed with the SEC on March 31, 2017  
|         |  |                                                                                                                                         |  |                                                                                                             
|101. DEF |  | XBRL Taxonomy Extension Definition Link base Document                                                                                   |  | Incorporated by reference to the Company’s annual report on Form 10-K filed with the SEC on March 31, 2017  
|         |  |                                                                                                                                         |  |                                                                                                             
|101. LAB |  | XBRL Taxonomy Label Link base Document                                                                                                  |  | Incorporated by reference to the Company’s annual report on Form 10-K filed with the SEC on March 31, 2017  
|         |  |                                                                                                                                         |  |                                                                                                             
|101. PRE |  | XBRL Extension Presentation Link base Document                                                                                          |  | Incorporated by reference to the Company’s annual report on Form 10-K filed with the SEC on March 31, 2017  
|         |  |                                                                                                                                         |  |                                                                                                             
|101. SCH |  | XBRL Taxonomy Extension Scheme Document                                                                                                 |  | Incorporated by reference to the Company’s annual report on Form 10-K filed with the SEC on March 31, 2017  



2







SIGNATURES



In accordance with Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



XG SCIENCES, INC.



|Dated: March 26, 2018 | By:    |  | /s/ Philip L. Rose                                                                                      
|--------------------- | ------ |  | --------------------------------------------------------------------------------------------------------
|                      | Name:  |  | Philip L. Rose                                                                                          
|                      | Title: |  | Chief Executive Officer, President,Treasurer, Principal Executive Officer andPrincipal Financial Officer
|                      |        |  |                                                                                                         

Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated.



|/s/ Philip L. Rose     |  | Chief Executive Officer, President, Treasurer, Director,    |  | March 26, 2018
|---------------------- |  | ----------------------------------------------------------- |  | --------------
|Philip L. Rose         |  | Principal Executive Officer and Principal Financial Officer |  |               
|                       |  |                                                             |  |               
|/s/ Corinne Lyon       |  | Controller and Principal Accounting Officer                 |  | March 26, 2018
|Corinne Lyon           |  |                                                             |  |               
|                       |  |                                                             |  |               
|/s/ Arnold A. Allemang |  | Chairman of the Board                                       |  | March 26, 2018
|Arnold A. Allemang     |  |                                                             |  |               
|                       |  |                                                             |  |               
|/s/ Steven C. Jones    |  | Director                                                    |  | March 26, 2018
|Steven C. Jones        |  |                                                             |  |               
|                       |  |                                                             |  |               
|/s/ Dave Pendell       |  | Director                                                    |  | March 26, 2018
|Dave Pendell           |  |                                                             |  |               



SUPPLEMENTAL INFORMATION TO
BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(D)OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT.



No such annual report, proxy statement, form of proxy or other
soliciting material has been sent to its Noteholders. The registrant will not be sending an annual report or proxy material to
its Noteholders subsequent to the filing of this form.



3