UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest ~~event~~ event reported): ~~November~~December 2331, 2020

XG SCIENCES, INC.

(Exact name of registrant as specified in its charter)

MICHIGAN

(State or other jurisdiction of incorporation)

333-209131

20-4998896

(Commission

File Number)

(IRS Employer

Identification No.)

3101 Grand Oak Drive, Lansing, Michigan		48911-4224
(Address of principal executive offices)		(Zip Code)

517-703-1110

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address if changed since last report)

Check 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:

¨☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨☐ Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.l4a-l2)

¨☐ Pre-commencement communications pursuant to Rule l4d-2(b) under the Exchange Act (17 CFR 240.l4d-2(b))

¨☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.l3e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate 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).

Emerging growth company þ ☒

If an emerging growth company, indicate by check mark if the ~~registrant~~ registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards ~~provided~~ provided pursuant to Section 13(a) of the Exchange Act. þ ☒

Item 25.02. ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~See~~Effective ~~Item~~December 31, 72020, the Board of Directors (the “Board”) of XG Sciences, Inc.01, ~~below~~a Michigan corporation (the “Company”) accepted the resignation of Molly P. Zhang as a director and as a member of the Audit Committee, Nominating, and Corporate Governance Committees of the Company. Ms. Zhang’s resignation was not the result of any disagreement with the Company or the Board.

~~Item 7.01 Regulation FD Disclosure.~~1

~~On November 23, 2020, XG Sciences, Inc. distributed a Letter to its Shareholders from its Chief Executive Officer. A copy of the letter is furnished as Exhibit 99.1 to this Current Report on Form 8-K.~~SIGNATURES

~~The~~Pursuant ~~information~~to ~~included in~~the ~~Item~~requirements ~~2.02, Item 7.01 and in Exhibit 99.1 hereto shall not be deemed filed for purposes~~ of ~~Section 18 of~~ the Securities ~~Exchange~~ Exchange Act of 1934, ~~as amended (~~the ~~“Exchange~~registrant ~~Act”),~~has orduly ~~otherwise~~caused ~~subject~~this report to ~~the~~be ~~liabilities~~signed ofon ~~that~~its ~~Section~~behalf ~~or incorporated~~ by ~~reference in any filing under~~ the ~~Securities~~undersigned ~~Act~~hereunto ofduly ~~1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing~~authorized.

Item 9.01 Financial Statements and Exhibits.

		XG SCIENCES, INC.

Dated:	January 4, 2021	By:	/s/ Jacqueline M. Lemke
			Chief Financial Officer

~~(d) Exhibits~~2

EXHIBIT NO.			DESCRIPTION		LOCATION
99.1			Letter to Shareholders		Provided herewith

SIGNATURES

Pursuant 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.

		XG SCIENCES, INC.
Dated:	November 23, 2020	By:	/s/ Jacqueline M. Lemke
			Chief Financial Officer

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