UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A



☒
Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934:



For the fiscal year ended:  December
31, 2019



☐
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 as
specified in its charter) |  | 



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



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 every Interactive Data File required to be submitted 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 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, an 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  ☐    | 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 December 31, 2019, the aggregate market
value of the registrant’s common stock held by non-affiliates of the registrant was approximately $25,359,328, 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 April 29, 2020 was 4,024,443.



















EXPLANATORY
NOTE



XG
Sciences, Inc., a Michigan corporation (the “Company”) is filing this Amendment No. 1 (this “Amendment”)
to its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “Original 10-K”), as originally
filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2020, solely to disclose that the Company
had filed the Original 10-K after the March 30, 2020 deadline applicable to the Company for the filing of a Form 10-K in reliance
on the 45-day extension provided by an order issued by the SEC pursuant to Section 36 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) (Release No. 34-88465 dated March 25, 2020) (the “Order”).



On
March 30, 2020, the Company filed a Current Report on Form 8-K to indicate its intention to rely on the Order for such extension,
and on April 23, 2020, the Company again filed a Current Report on Form 8-K, among other things to provide an update with respect
to its ability to file the Original 10-K. Consistent with the Company’s statements made in the Form 8-K, the Company was
unable to file the Original 10-K prior to the prescribed March 30, 2020 filing date because the Company’s operations have
been impacted by the novel coronavirus disease 2019 ( “COVID-19”). Because of the COVID-19 global pandemic impacting
both the Company’s operations and that of its customers, management was required to devote additional time and resources
to steps to ensure that the Company was able to fund its operations. As described in the Original 10-K, the Company was engaged
in restructuring its organization by reducing headcount by 45%, by furloughing substantially all manufacturing employees and by
implementing temporary salary reductions ranging from 15-20%, and in seeking additional financing to support continuing operations.
The reduction in staffing had an impact on the Company’s business and its ability to timely file the Original 10-K.



In
accordance with Rule 12b-15 under the Exchange Act, the Company is including in this Amendment certifications from its principal
executive officer and principal financial officer as required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act as exhibits
to this Amendment. Because no financial statements have been included in this Amendment and this Amendment does not contain or
amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been
omitted. Similarly, we are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial
statements are being filed with this Amendment.



Except
as described above, this Amendment does not amend, modify or update the information in, or exhibits to, the Original 10-K. Furthermore,
this Amendment does not change any previously reported financial results nor does it reflect events occurring after the filing
of the Original 10-K. This Amendment should be read in conjunction with the Original 10-K and with the Company’s other filings
made with the SEC subsequent to the filing of the Original 10-K.



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



|EXHIBITNUMBER |  | DESCRIPTION                                                                                                            |  | LOCATION      
|------------- |  | ---------------------------------------------------------------------------------------------------------------------- |  | --------------
|              |  |                                                                                                                        |  |               
|31.1          |  | Certifications of the Chief Executive Officer to Section 302 of the Sarbanes-Oxley Act of 2002                         |  | Filed herewith
|              |  |                                                                                                                        |  |               
|31.2          |  | Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act Of 2002 |  | Filed herewith

Financial Statement Schedules





Financial Statement Schedules



None.





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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: May 15, 2020 | By:              
|                    | Name:            
|                    | Title:           





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 shareholders. The registrant will not be sending an annual report or
proxy material to its shareholders subsequent to the filing of this form.





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