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 (Date of earliest event reported):

December 12, 2013

KANDI TECHNOLOGIES GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware 001-33997 90-0363723
(State of Incorporation) (Commission File Number) (IRS Employer Identification)

Jinhua City Industrial Zone
Jinhua, Zhejiang Province
People’s Republic of China
Post Code 321016
(Address of principal executive offices)

(86-579) 8223-9700
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 (see General Instruction A.2. below):

[  ] 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 1.01 Entry into a Material Definitive Agreement.

On December 12, 2013, Kandi Technologies Group, Inc. (the “Company”) entered into an Amendment to the Warrant To Purchase Common Stock (the “Amendment”) with certain institutional investors holding outstanding warrants (the “Warrants”) that were issued to such investors in connection with a direct registered offering that, as reported on a Form 8-K, closed on December 21, 2010.

The Amendment extended the expiration date of the Warrants from December 23, 2013 to June 30, 2014.

The description of the terms and conditions of the Amendment is qualified in its entirety by the full text of the form of that document, which is attached hereto as an Exhibit.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.    Exhibit Title or Description
10.1   Form of First Amendment to the Warrant to Purchase Common Stock

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.

  KANDI TECHNOLOGIES GROUP, INC.
   
Date: December 13, 2013 By: /s/ Hu Xiaoming                                      
         Hu Xiaoming
Its: Chief Executive Officer and Chairman of the Board of Directors

Exhibit 10.1

FIRST AMENDMENT
TO
WARRANT TO PURCHASE COMMON STOCK

This First Amendment to the Warrant To Purchase Common Stock (this “ Amendment ”) is entered into as of the ____ day of December, 2013, by and between, Kandi Technologies Group, Inc., a Delaware corporation (the “ Company ”) and [Investor] (the “ Investor ”). Any capitalized terms in this Amendment not otherwise defined shall have the meaning ascribed to them in the Warrant (as hereinafter defined).

RECITALS

WHEREAS, the Company has issued to the Investor a warrant to purchase [Insert] shares of Common Stock of the Company, subject to adjustment, pursuant to that certain Warrant to Purchase Common Stock, issued December 23, 2010, as amended (the “ Warrant ”);

WHEREAS, the Warrant expires on December 23, 2013;

WHEREAS, a Form S-3 Registration Statement (No. 333-191283) (as amended, restated, supplemented, or otherwise modified from time to time, the “ Registration Statement ”), covering the shares of Common Stock issuable upon exercise of the Warrant, has been filed with SEC; and

WHEREAS, prior to the Registration Statement being declared effective by the SEC, the Company and the Investor desire to amend the Warrant to extend the expiration date of the Warrant from December 23, 2013 to June 30, 2014.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.               Section 17(k) . Section 17(k) of the Warrant is deleted in its entirety and replaced with the following:

(k)               “Expiration Date” means June 30, 2014.

2.               Except as otherwise expressly stated herein, all provisions of the Warrant Agreement remain in full force and effect.

3.               The parties shall take all such further action and execute and deliver all such other documents, papers and instruments as may be reasonably necessary or appropriate in order to evidence the purpose and intent of the transactions contemplated by this Amendment.

4.               This Amendment may be signed in one or more counterparts, which when taken together shall constitute one and the same Amendment.

[Signature Page to Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first set forth above.

  KANDI TECHNOLOGIES GROUP, INC.
   
   
  By:                                                                     
  Name:                                                                
  Title:                                                                  
   
   
   
  INVESTOR
   
  [INSERT NAME]
   
   
  By:                                                                     
  Name:                                                                
  Title: