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EX-14.1 - EXHIBIT 14.1 - XG SCIENCES INCs112143_ex14-1.htm

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 reported): August 14, 2018

 

 

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))

 

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     ☑ 

 

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.    ☑ 

 

 

 

Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

 

Effective 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.

 

The 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.

 

The 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.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

No.   Description  
14.1   Code of Business Conduct and Ethics

 

 

 

 

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: August 17, 2018   By: /s/ Philip L. Rose
        Chief Executive Officer