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): November 21, 2013 (November 18, 2013)
VALENCE TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
Delaware		0-20028	77-0214673
(State or other jurisdiction of incorporation or organization)		(Commission File Number)	(I.R.S. Employer Identification Number)
	12303 Technology Boulevard, Suite 950 Austin, Texas 78727
(Address of principal executive offices)
	(512) 527-2900
(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))

Washington, D.C. 20549

~~Item~~FORM ~~1.03. Bankruptcy or Receivership.~~8-K

AsCURRENT previously disclosed, on July 12, 2012, Valence Technology, Inc. (the “Debtor”) filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Western District of Texas (the “Bankruptcy Court”), in Case No. 12-11580-CAG. The Debtor subsequently filed a proposed plan of reorganization (as amended on September 20, 2013, the “Plan”) and related disclosure statement (as amended on September 20, 2013) with the Bankruptcy Court. On November 18, 2013, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Plan. REPORT

~~The~~Pursuant ~~Plan~~to ~~provides~~Section ~~for~~13 the resolution of outstanding claims against, and equity interests in, the Debtor. Among other things, the Plan provides that (i) each holder of an allowed Priority Non-Tax Claim (as defined in the Plan), an allowed DIP Claim (as defined in the Plan), an allowed Convenience Claim (as defined in the Plan) or ~~an allowed general unsecured claim of $500 or less will be paid in full;~~ 15(iid) ~~Berg & Berg Enterprises, LLC (the “Pre-petition Secured Lender”), the holder~~ of ~~pre-petition secured indebtedness of~~ the Debtor, will extend the maturity date of part of its pre-petition secured claim under a new promissory note secured by a first priority lien against all of the reorganized Debtor’s assets, and receive, in exchange for its remaining pre-petition secured claim in the amount of $50 million, 100% of the shares of New Valence Stock (as defined in the Plan, “New Valence Stock”), representing 100% of the reorganized Debtor’s issued and outstanding shares of capital stock on the effective date, (iii) holders of certain classes of unsecured claims will receive payment in full over time, (iv) holders of pre-petition equity interests in the Debtor, including, without limitation, any shares of the Debtor’s preferred stock, common stock, and any option, warrant or right to acquire any ownership interest in the Debtor, will receive no distribution, and (v) all pre-petition equity interests in the Debtor will be canceled on the effective date of the Plan. Under the terms of the Plan, the Pre-petition Secured Lender will provide exit financing to the Debtor by entering into a new loan agreement in the amount of $20 million with the reorganized Debtor on the effective date of the Plan (the “New Loan”). The New Loan will have a 5-year term and simple accrued interest at the rate of 5% per annum, and will be secured by a first priority lien against all of the reorganized Debtor’s assets. Payment of the New Loan will be subordinated to payment of claims of a number of junior classes, including, without limitation, the general unsecured creditors. The proceeds from the New Loan will be used to pay claims under the Plan and to fund the reorganized Debtor’s working capital and general corporate needs.

~~The~~Securities ~~Plan~~Exchange ~~will~~Act ~~become effective upon satisfaction or waiver~~ of certain conditions precedent, including that (i) all documents, instruments and agreements provided for under, or necessary to implement the Plan will have been executed and delivered unless such execution or delivery has been waived and all such documents, instruments and agreements will be effective on the effective date, (ii) the Debtor will have entered into the New Loan, and all conditions precedent to funding under the New Loan will have been satisfied or waived, (iii) all payments to be made by the Debtor by or on the effective date will have been made or will be made on the effective date or as soon as practicable thereafter, (iv) the Debtor will have obtained all governmental and other regulatory approvals or rulings that may be necessary for consummation of the Plan or that are required by law, regulation or order, and (v) no stay of the Confirmation Order will be in effect at the time the other conditions set forth in the Plan are satisfied or waived.1934

Date of Report (Date of earliest event reported): November 22, 2013 (November 20, 2013)

VALENCE TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	0- 20028 (Commission File Number)	77-0214673 (IRS Employer Identification Number)

12303 Technology Boulevard, Suite 950 Austin, Texas 78727 (Address of principal executive offices)

(512) 527-2900 (Registrant’s telephone number, including area code)

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 7.01

Regulation FD Disclosure.

As previously reported, on July 12, 2012, Valence Technology, Inc. (the "Company") filed a voluntary petition in the United States Bankruptcy Court for the Western District of Texas (the "Bankruptcy Court") seeking relief under the provisions of Chapter 11 ("Chapter 11") of Title 11 of the United States Bankruptcy Code (the “Bankruptcy Code”). The Company continues to manage and operate its business as a debtor-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. The Chapter 11 case is being administered under the caption "In re Valence Technology, Inc.," Case No. 12-11580.

On November 20, 2013, the Company filed with the Bankruptcy Court and submitted to the Office of the United States Trustee its monthly operating report as of and for the month ended October 31, 2013, (the “Monthly Operating Report”). A copy of the Monthly Operating Report is attached hereto as an exhibit and is incorporated herein by reference.

The Monthly Operating Report does not reflect the financial position or results of operations of the Company’s subsidiaries, which are not part of the Chapter 11 case. The Monthly Operating Report includes some transactions and account balances with the Company’s subsidiaries, which would normally be eliminated in the Company’s consolidated results. The Monthly Operating Report includes certain normal recurring adjustments but not necessarily all of the adjustments that would typically be made for interim or annual consolidated financial statements to be in accordance with U.S. generally accepted accounting principles (“GAAP”).

The Company is furnishing this Current Report on Form 8-K pursuant to Item 7.01, “Regulation FD Disclosure.” The information contained in this Current Report on Form 8-K 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 it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the requirements of the Guidelines for Debtors in Possession and Instructions for Filing Chapter 11 Monthly Operating Reports promulgated by the Office of the United States Trustee. The Monthly Operating Report was not audited or reviewed by independent accountants, is in a format prescribed by the Office of the United States Trustee and is subject to future adjustment and reconciliation. The Monthly Operating Report does not include all of the information and footnotes required by GAAP. The Monthly Operating Report does not contain all of the information required in filings pursuant to the Exchange Act, and presents such information differently from such requirements. The Monthly Operating Report contains information for periods which are shorter or otherwise different from those required under the Exchange Act, and such information might 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 reports pursuant to the Exchange Act. The results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

No assurance can be given as to the value, if any, that may be ascribed to the Company’s common stock as a result of the Chapter 11 process. The Company cannot predict what the ultimate value of its common stock may be or whether the holders of such common stock will receive any distribution in the Company’s reorganization; however, it is likely that such common stock will have very little or no value given the amount of the Company’s liabilities compared to the Company’s assets.

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At Item ~~November~~9.01 Financial ~~18,~~Statements ~~2013, the Debtor had 861 shares of preferred stock~~ and ~~169,997,985~~Exhibits. (d) Exhibits Exhibit ~~shares of common stock issued and outstanding~~99.1 ~~Under~~Monthly ~~the~~Operating ~~terms~~Report ofas ~~the Plan, all such shares~~ of ~~the Debtor’s preferred stock~~ and ~~common~~for ~~stock and any other equity interests in~~ the ~~Debtor~~month ~~will~~ended beOctober ~~cancelled on the effective date of the Plan; the type and number of shares of New Valence Stock are to be determined and will be issued to the Pre-petition Secured Lender~~31, representing 100% of the reorganized Debtor’s issued and outstanding shares of capital stock on the effective date of the Plan; 10% of the Reorganized Debtor’s equity capitalization will be reserved for future issuance under the Equity Incentive Plan (as defined in the Plan) on the effective date of the Plan.2013

Information as to the assets and liabilities of the Debtor as of September 30, 2013 is set forth in the Debtor’s monthly operating report as of and for the month ended September 30, 2013 (the “Monthly Operating Report”), filed by the Debtor with the Bankruptcy Court on October 21, 2013. A copy of the Monthly Operating Report is attached as Exhibit 99.1 to the Current Report on Form 8-K filed on November 4, 2013.

The foregoing does not purport to be a complete description of the terms of the Plan or the Confirmation Order, and is qualified in its entirety by reference to the copies of the Plan and the Confirmation Order which are filed herewith as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 First Amended Chapter 11 Plan of Reorganization of Valence Technology, Inc., dated September 20, 2013.

Exhibit 99.2 Order Confirming First Amended Chapter 11 Plan of Reorganization of Valence Technology, Inc., dated November 18, 2013.

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SIGNATURE

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.

	VALENCE TECHNOLOGY, INC.
Dated: November 21, 2013	By:	/s/ Roger A. Williams
Dated: November 22, 2013	By:	/s/ Roger A. Williams
		Roger A. Williams
		Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit 99.1 ~~First~~ ~~Amended~~Monthly ~~Chapter~~Operating 11Report ~~Plan~~as of ~~Reorganization~~and offor ~~Valence~~the ~~Technology,~~month ~~Inc.,~~ended ~~dated~~October ~~September 20~~31, 2013.

~~Exhibit 99.2 Order Confirming First Amended Chapter 11 Plan of Reorganization of Valence Technology, Inc., dated November 18, 2013.~~-5-

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