2491343 Shares of Common Stock Of

2,491,343 shares of Common Stock of XG SCIENCES, INC.

This is the initial public off ering of common stock of XG Sciences, Inc., and no public market currently exists for the securities being off ered. We originally registered for sale a total of 3,000,000 shares of common stock at a ﬁ xed price of $8.00 per share to the general public in a self-underwritten, best eff orts off ering. As of December 31, 2016 we have sold 508,657 shares at $8.00 per share for total proceeds of $4,069,256. Therefore, we are registering the remaining 2,491,343 shares hereunder in this Post-Eff ective Amendment No. 3 to the Existing Registration Statement. We have and intend to continue to engage the services of non-exclusive sales agents to assist us with selling the shares. We intend to pay a commission fee of up to 8% to each sales agent. Only one sales agent shall receive a commission for each share sold. For additional information please see the “Plan of Distribution”.

We estimate our total off ering expenses to be approximately $1,400,000, assuming we pay sales agents an 8% commission fee on ﬁ fty percent of the shares sold in this off ering and dealer managers that introduce other broker dealers to serve as sales agents a 2% commission fee on twenty ﬁ ve percent (25%) of the shares sold in this off ering. There is no minimum number of shares that must be sold by us for the off ering to proceed, and we will retain the proceeds (net of any sales agent commissions) from the sale of any of the off ered shares.

The off ering shall terminate on the earlier of (i) when the off ering period ends (365 days from the eff ective date of the Existing Registration Statement, or April 13, 2017), (ii) the date when the sale of all of the remaining 2,491,343 shares is completed, and (iii) when our Board of Directors decides that it is in the best interest of the Company to terminate the off ering prior to the completion of the sale of all of the shares registered under the Registration Statement of which this prospectus is part.

There has been no public market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our common stock is not currently quoted on or traded on any exchange or on any over-the-counter market.

After this off ering is completed, we intend to seek either (i) a listing of our common stock on a securities exchange registered with the Securities and Exchange Commission (SEC) under Section 6(a) of the Securities Exchange Act of 1934, as amended, such as the NASDAQ Capital Market or the New York Stock Exchange (NYSE), or (ii) the quotation of our common stock on the OTCQB or OTCQX marketplaces operated by OTC Markets Group, Inc. (any of the foregoing generally referred to as a “Qualifi ed National Exchange” and the act of achieving such listing or quotation, generally referred to hereafter as a “Public Listing” in this prospectus). In order to achieve a Public Listing, we will have to meet certain initial listing qualifi cations of the Qualifi ed National Exchange on which we are seeking the Public Listing. In addition, we will need to have market makers agree to make a market in our common stock and fi le a FINRA Form 15c211 with the SEC on our behalf before we can achieve a Public Listing, and we will also need to remain current in our quarterly and annual fi lings with the SEC.

There can be no assurance that our common stock will ever be quoted or traded on a Qualiﬁ ed National Exchange or that any market for our common stock will develop.

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, may elect to comply with certain reduced public company reporting requirements for future ﬁ lings. Please refer to discussions under “Prospectus Summary” on page 1 and “Risk Factors” on page 14 of how and when we may lose emerging growth company status and the various exemptions that are available to us.

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