UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Washington, D.C. 20549 ____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	August 26, 2013
Date of Report August 21, 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))

~~____________________~~Item 8.01. Other Events.

~~FORM~~As 8previously 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”), which is being administered under the caption “In re Valence Technology, Inc.,” Case No. 12-K11580.

~~CURRENT~~On ~~REPORT~~August 21, 2013, the Debtor filed a proposed plan of reorganization (the “Plan”) and related disclosure statement (the “Disclosure Statement”) with the Bankruptcy Court, soliciting acceptances of the Plan and seeking confirmation of the Plan by the Bankruptcy Court. The Plan provides for the resolution of outstanding claims against 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; (ii) 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), 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.

~~Pursuant~~Under the terms of the Plan, the Pre-petition Secured Lender will provide exit financing to ~~Section~~the 13Debtor orby 15entering into a new loan agreement in the amount of $20 million with the reorganized Debtor on the effective date of the Plan (dthe “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.

~~Securities~~The ~~Exchange~~foregoing ~~Act~~does not purport to be a complete description of ~~1934~~the terms of the Plan or the Disclosure Statement, and is qualified in its entirety by reference to the copies of the Plan and the Disclosure Statement which are filed herewith as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

~~Date~~Item of9.01. Financial ~~Report~~Statements ~~(Date~~and ~~of earliest event reported): August 23, 2013 (August 20, 2013)~~Exhibits.

~~VALENCE~~(d) ~~TECHNOLOGY, INC.~~Exhibits

~~(Exact~~Exhibit ~~name~~99.1 Chapter 11 Plan of ~~registrant~~Reorganization asof ~~specified~~Valence inTechnology, ~~its~~Inc., ~~charter)~~dated August 21, 2013.

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)

Exhibit 99.2 Disclosure Statement for Debtor’s Plan of Reorganization under Chapter 11 of the Bankruptcy Code, dated August 21, 2013.

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 August 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 July 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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Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits
	Exhibit 99.1	Monthly Operating Report as of and for the month ended July 31, 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: August 23, 2013	By:	/s/ Roger A. Williams
Dated: August 26, 2013	By:	/s/ Roger A. Williams
		Roger A. Williams
		Vice President, General Counsel and Secretary
		Vice President, General Counsel and
		Secretary

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EXHIBIT INDEX

Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits
	Exhibit 99.1	Monthly Operating Report as of and for the month ended July 31, 2013

Exhibit 99.1 Chapter 11 Plan of Reorganization of Valence Technology, Inc., dated August 21, 2013.

~~-5-~~Exhibit 99.2 Disclosure Statement for Debtor’s Plan of Reorganization under Chapter 11 of the Bankruptcy Code, dated August 21, 2013.

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