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