UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): January 11,~~1934 ~~2017~~

Date of Report (Date of earliest event reported): January 27, 2017

VIOLIN MEMORY, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-36069	20-3940944
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4555 Great America Parkway, Santa Clara, California		95054
(Address of principal executive offices)		(Zip Code)

(650) 396-1500

(Registrant’s telephone number, including area code)

(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 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 87.01 ~~Other~~Regulation ~~Events~~FD ~~Other Events~~Disclosure.

Modified Securities and Exchange Commission Reporting

As previously reported, on December 14, 2016, Violin Memory, Inc. (the “Company”) filed a voluntary petition (the “Chapter 11 Case”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) seeking relief under the provisions of Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). The Company is continuing in possession of its assets and is managing its business as a debtor in possession in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. The Chapter 11 Case is being administered by ~~under~~the Bankruptcy Court in the proceeding bearing the caption In re Violin Memory, Inc., Case No. 16-12782.

AsAlso as previously reported, during the ~~Company~~pendency ~~was~~of ~~not~~the ~~able~~Chapter to11 ~~complete~~Case, ~~its~~the ~~quarterly~~Company ~~report~~has ondetermined ~~Form~~to ~~10-Q~~modify ~~for~~its ~~the~~reporting ~~period~~with ~~ended~~respect ~~October 31,~~to ~~2016~~its byobligations under the ~~prescribed date~~federal ~~without~~securities ~~unreasonable effort or expense due to ongoing restructuring discussions~~laws. In lieu of ~~such~~filing ~~report,~~periodic ~~and~~reports ~~without~~on ~~limiting~~Forms ~~the~~10-K ~~Company’s~~and ~~intentions~~Forms ~~with~~10-Q, ~~respect~~the toCompany ~~its~~will ~~reporting~~file, ~~obligations~~monthly, ~~during~~with the ~~pendency~~Securities ofand ~~the~~Exchange Commission ~~Chapter~~(“SEC”) 11a ~~Case~~current ~~as set~~report ~~forth~~on ~~above,~~Form ~~the~~8-K ~~Company~~that iswill ~~filing~~have ~~the~~ attached ~~Condensed~~the ~~Consolidated~~monthly ~~Statements~~financial ofreport ~~Operations,~~required ~~Condensed~~by ~~Consolidated~~the ~~Balance~~Bankruptcy ~~Sheets~~Court. The ~~and~~Company ~~Condensed~~does ~~Consolidated~~not ~~Statements~~intend ofto ~~Cash~~file ~~Flows~~future ~~(collectively,~~periodic ~~the “Financial Schedules”) for~~reports ~~the~~on ~~period~~Forms ~~ended~~10-Q ~~October 31,~~and ~~2016~~10-K ~~with~~while ~~this~~the ~~Current~~Chapter ~~Report~~11 onCase ~~Form~~is ~~8-K~~pending. The ~~Financial Schedules assume the~~ Company will continue asto afile ~~going~~current ~~concern,~~reports ~~with~~on ~~realization~~Form of8-K ~~assets~~as required ~~and~~by ~~settlement of liabilities in~~ the ~~normal~~federal ~~course~~securities ~~of business~~laws. The ~~They do~~Company ~~not~~believes ~~include~~that ~~any~~this ~~adjustments~~modified ~~for~~reporting ~~the~~program ~~recovery~~is ~~and~~consistent ~~classification~~with ~~of assets or~~ the ~~amounts~~protection ~~and classification~~ of ~~liabilities~~its ~~that~~investors ~~might~~as beset ~~necessary~~forth ~~should~~in ~~the~~SEC ~~Company~~Exchange beAct ~~unable~~Release toNo. 9660, ~~continue~~dated asJune 30, ~~a going concern~~1972.

~~During~~Monthly ~~the~~Operating ~~pendency~~Report of the Chapter 11 Case, the Company plans to modify its reporting with respect to its obligations under the federal securities laws. During such period, in lieu of filing periodic reports on Forms 10-K and Forms 10-Q, the Company plans to file Current Reports on Form 8-K attaching the monthly operating reports filed with the Bankruptcy Court in the Chapter 11 Case. The Company plans to continue to file current reports on Form 8-K as required by the federal securities laws. The Company believes that this modified reporting program is consistent with the protection of its investors as set forth in SEC Exchange Act Release No. 9660, dated June 30, 1972.

~~Financial~~On January 27, ~~Schedules~~2016, the Company filed its monthly operating report for the period from December 14, 2016 to December 31, 2016, with the Bankruptcy Court (the “Monthly Operating Report”). The Monthly Operating Report is attached to this Current Report on Form 8-K as Exhibit 99.1, and is incorporated herein by reference. The filing of and information included in this Current Report on Form 8-K, including Exhibit 99.1, should not be deemed any admission as to the materiality of any information required to be disclosed solely by Regulation FD.

~~The~~Limitation ~~Financial Schedules are attached to this Current Report~~ on ~~Form~~Incorporation ~~8-K as Exhibit 99.1, and are incorporated herein~~ by ~~reference. The~~Reference filing of and information included in this Current Report on Form 8-K, including Exhibit 99.1, should not be deemed any admission as to the materiality of any information required to be disclosed solely by Regulation FD.

~~Cautionary~~In ~~Information~~accordance ~~Regarding~~with General Instructions B.2. of Form 8-K, the ~~Financial~~information ~~Schedules~~with respect to the Company in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

~~The~~Cautionary ~~Company~~Information ~~cautions~~Regarding ~~investors and potential investors not to place undue reliance upon~~ the ~~information~~Monthly ~~contained~~Operating inReport ~~the Financial Schedules because they were not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the~~

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report because it was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The ~~Financial~~Monthly ~~Schedules~~Operating ~~are~~Report is limited in scope, ~~cover~~covers a limited time period, ~~and~~has ~~have~~ been prepared solely for the purpose of ~~providing~~complying ~~investors~~ with ~~interim financial information until~~ the ~~Company~~monthly ~~begins~~reporting ~~filing,~~requirements asapplicable ~~attachments~~in tothe ~~Current~~Chapter ~~Reports~~11 ~~on Forms 8-K~~Case, ~~the~~and ~~monthly~~is ~~financial~~in ~~reports~~a ~~required~~format byacceptable to the ~~Bankruptcy Court~~U.S. Trustee. The Company is not required to update publicly the ~~Financial~~Monthly ~~Schedules~~Operating Report to reflect more current facts, estimates or other information, or the occurrence of future events, including in the event that the facts, estimates and assumptions upon which the ~~Financial~~Monthly ~~Schedules~~Operating ~~are~~Report is based are erroneous. The ~~Financial~~Monthly ~~Schedules~~Operating ~~were~~Report was not audited or reviewed by the Company’s independent registered public accounting firm, do not contain all of the information and footnotes required by generally accepted accounting principles under applicable law, and are subject to future adjustment and reconciliation. Results set forth in the Financial Schedules should not be viewed as indicative of future results.

~~Cautionary~~ independent ~~Information~~registered public accounting firm, does not contain all of the information and footnotes required by generally accepted accounting principles under applicable law, is in a format ~~Regarding~~prescribed ~~Forward-Looking~~by ~~Statements~~applicable bankruptcy laws, and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete or that it provides all of the information necessary to understand the Company’s current finance position. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Company’s periodic reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the information may not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its periodic reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

~~Certain~~Cautionary ~~statements~~Information ~~and~~Regarding ~~information included in this Current Report on Form 8~~Forward-KLooking ~~may~~Statements constitute “forward-looking” statements that are generally identifiable through the use of words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project” and similar expressions and include any statements that are made regarding financial expectations. The forward-looking statements speak only as of the date of this Current Report on Form 8-K, and the Company undertakes no obligation to update or revise such statements to reflect new information or events as they occur. These statements are based on a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. Investors are cautioned that any such statements are not guarantees of future business or financial performance and that actual future results may differ materially due to a variety of factors. Factors that could cause the Company’s results to differ materially include, but are not limited to, the following: (i) the Company’s ability to obtain Bankruptcy Court approval with respect to motions and actions in connection with a plan of reorganization in or other resolution of the Chapter 11 Case; (ii) the Company’s ability to operate its business during the pendency of the Chapter 11 Case; (iii) the effects of the filing of the Chapter 11 Case on the Company’s business operations and the upon the interests of various creditors, stockholders and other stakeholders; (iv) the length of time the Company will operate as a debtor in possession in the Chapter 11 Case; (v) risks associated with motions and other actions that third parties may take in the Chapter 11 Case, which may interfere with the Company’s ability to develop, secure approval of, and consummate a plan of reorganization or other resolution of the Chapter 11 Case; (vi) the potential adverse effects of the Chapter 11 Case on the Company’s financial condition, business operations, customers and potential customers, employees, liquidity, and results of operations; and (vii) other factors disclosed by the Company from time to time in its filings with the SEC, including those described under the caption “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the period ended July 31, 2016. As a result of these factors, the Company’s actual results may differ materially from those indicated or implied by such forward-looking statements.

~~Cautionary~~Certain ~~Information~~statements ~~Regarding~~and ~~Trading~~information included in this Current Report on Form 8-K may constitute “forward-looking” statements that are generally identifiable through the use of words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project” and similar expressions and include any statements that are made regarding financial expectations. The forward-looking statements speak only as of the date of this Current Report on Form 8-K, and the Company undertakes no obligation to update or revise such statements to reflect new information or events as they occur. These statements are based on a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. Investors are cautioned that any such statements are not guarantees of future business or financial performance and that actual future results may differ materially due to a variety of factors. Factors that could cause the Company’s results to differ materially include, but are not limited to, the following: (i) the Company’s ability to obtain Bankruptcy Court approval with respect to motions and actions in connection with a plan of reorganization in ~~Equity~~the ~~Securities~~Chapter 11 Case; (ii) the Company’s ability to operate its business during the pendency of the Chapter 11 Case; (iii) the effects of the filing of the Chapter 11 Case on the Company’s business operations and the upon the interests of various creditors, stockholders and other stakeholders; (iv) the length of time the Company will operate as a debtor in possession in the Chapter 11 Case; (v) risks associated with motions and other actions that third parties may take in the Chapter 11 Case, which may interfere with the Company’s ability to develop, secure approval of, and consummate a plan of reorganization; (vi) the potential adverse effects of the Chapter 11 Case on the Company’s financial condition, business operations, customers and potential customers, employees, liquidity, and results of operations; and (vii) other factors disclosed by the Company from time to time in its filings with the SEC, including those described under the caption “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the period ended July 31, 2016. As a result of these factors, the Company’s actual results may differ materially from those indicated or implied by such forward-looking statements.

~~The~~Cautionary ~~Company’s~~Information ~~stockholders~~Regarding ~~are cautioned that trading in shares of~~ the ~~Company’s equity securities during the pendency of its~~ Chapter 11 Case ~~is highly speculative and poses substantial~~

~~risks,~~The ~~including the risk that the~~ Company’s ~~stock~~stockholders ~~may~~are becautioned ofthat ~~little~~trading orin noshares ~~value. Trading~~of ~~prices for~~ the Company’s equity securities ~~may~~during ~~bear~~the ~~little~~pendency orof noits ~~relationship~~Chapter to11 ~~the~~Case ~~actual~~is ~~recovery,~~highly ifspeculative ~~any~~and poses substantial risks, byincluding ~~holders~~the ofrisk that the Company’s ~~securities~~stock ~~upon~~may ~~the~~be ~~conclusion~~ of ~~the~~little ~~Chapter~~or 11no ~~Case~~value. Trading ~~Therefore,~~prices ~~the~~for ~~Company urges extreme caution with respect to existing and future investments in its securities.~~

~~Except~~ the asCompany’s ~~required~~equity securities may bear little or no relationship to the actual recovery, if any, by ~~law~~holders of the Company’s securities upon the conclusion of the Chapter 11 Case. Therefore, the Company ~~disclaims~~urges ~~any~~extreme ~~obligation~~caution with respect to ~~publicly~~existing ~~update~~and ~~such~~future ~~statements~~investments in its securities.

Except as required by law, the Company disclaims any obligation to publicly update such statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit Title
99.1		~~Financial~~Monthly ~~Schedules~~Operating Report of Violin Memory, Inc. for the period from December 14, 2016 to December 31, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Violin Memory, Inc.	~~Violin Memory, Inc.~~
Date: January 11, 2017		By:	/s/ Cory J. Sindelar
Date: February 2, 2017	By:	/s/ Cory J. Sindelar
		Cory J. Sindelar, Chief Financial Officer	~~Cory J. Sindelar, Chief Financial Officer~~

EXHIBIT INDEX

Exhibit No.		Exhibit Title
99.1		~~Financial~~Monthly ~~Schedules~~Operating Report of Violin Memory, Inc. for the period from December 14, 2016 to December 31, 2016.

Filing Compare · Violin Memory Inc