AND EXCHANGE COMMISSION
to Section 13 or 15(d)
the Securities Exchange Act of 1934
of Report (Date of earliest event reported): August 14, 2018
name of registrant as specified in its charter)
or other jurisdiction of incorporation)
Grand Oak Drive, Lansing, Michigan
of principal executive offices)
telephone number, including area code)
name or former address if changed since last report)
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:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.l4a-l2)|
communications pursuant to Rule l4d-2(b) under the Exchange Act (17 CFR 240.l4d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.l3e-4(c))|
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
growth company ☑
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. ☑
to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.|
August 14, 2018, the Board of Directors (the “Board”) of XG Sciences, Inc., a Michigan corporation (the “Company”),
amended and restated its Code of Business Conduct and Ethics (the “Code”) that applies to all of the Company’s
directors, officers and employees.
Code, as amended, clarifies the duties and responsibilities of all of the Company’s directors, officers and employees under
the Code and makes certain updates, including with respect to workplace safety, conflicts of interest, reporting obligations,
and compliance with applicable law and regulations.
foregoing description of the code is not intended to be complete and is qualified in its entirety by the full text of the Code,
which is attached hereto as Exhibit 14.1 and is incorporated by reference herein.
Statements and Exhibits.|
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.
Philip L. Rose|