8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K
(AMENDMENT NO. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):

March 19, 2014

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.

As disclosed in Kandi Technologies Group, Inc.'s (the “Company”) Current Report on Form 8-K filed with the Securities and Exchange Commission on March 19, 2014, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain purchasers identified on the signature pages thereto (the “Buyers”) pursuant to which the Company will sell to the Buyers, in a registered direct offering, an aggregate of 606,000 shares (the “Shares”) of common stock, par value $0.001 per share (“Common Stock”), at a negotiated purchase price of $18.24 per share, for aggregate gross proceeds to the Company of approximately $11,053,440, before deducting fees to the placement agent and other estimated offering expenses payable by the Company. As part of the transaction, the Buyers will also receive 90,900 warrants for the purchase of up to 90,900 shares of our Common Stock at an exercise price of $22.80 per share (the “Warrants”). The Warrants have a term of eighteen months and are exercisable by the holders at any time after the date of issuance.

The Shares, the Warrants and the Common Stock issuable upon exercise of the Warrants are being offered by the Company pursuant to an effective shelf registration statement on Form S-3, which was filed with the Securities and Exchange Commission on April 19, 2013 and was declared effective on May 23, 2013 (File No. 333-188039). A prospectus supplement was filed with the Securities and Exchange Commission on March 19, 2014.

This Amendment No. 1 to Form 8-K is filed in order to file the legal opinion of McKenna Long & Aldridge LLP relating to the legality of the issuance and sale of the Common Shares, the Warrants and the Common Stock issuable upon exercise of the Warrants in the offering, which is attached as Exhibit 5.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Exhibit Title or Description
5.1	Opinion of McKenna Long & Aldridge LLP
23.1	Consent of McKenna Long & Aldridge LLP (included in Exhibit 5.1)

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: March 20, 2014	By: /s/ Hu Xiaoming
	Hu Xiaoming
	Its: Chief Executive Officer and Chairman of the
	Board of Directors

EX-5.1

March 20, 2014

Board of Directors
Kandi Technologies Group, Inc.
Jinhua City Industrial Zone
Jinhua, Zhejiang Province
People’s Republic of China
Post Code 321016

Re: Issuance and Sale of Shares of Common Stock and Warrants

Gentlemen:

We have acted as legal counsel to Kandi Technologies Group, Inc., a Delaware corporation (the “Company”), in connection with the issuance by the Company of (i) 606,000 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (“Common Stock”); and (ii) 90,900 warrants (the “Warrants”) to purchase an aggregate of 90,900 shares of Common Stock (the “Warrant Shares”) at an exercise price of $22.80 per share.

The Shares and the Warrants are being issued by the Company pursuant to a Securities Purchase Agreement, dated March 19, 2014 (the “Purchase Agreement”), as well as an effective registration statement (the “Registration Statement”) on Form S-3 (File No. 333-188039) that was declared effective by the U.S. Securities and Exchange Commission (the “Commission”) on May 23, 2013, the statutory prospectus included in the Registration Statement (the “Base Prospectus”), and the prospectus supplement dated March 19, 2014 (the “Prospectus Supplement”) filed with the Commission pursuant to Rule 424(b) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, the Base Prospectus or the Prospectus Supplement, other than as expressly stated herein with respect to the issuance of the Shares, the Warrants and the Warrant Shares.

In connection with this opinion, we have examined such documents and considered such legal matters deemed by us to be relevant to this opinion letter, including the (i) applicable statutory provisions and related rules and regulations of the Delaware General Corporation Law and the reported judicial decisions interpreting those laws, (ii) the Certificate of Incorporation of the Company, as amended through the date hereof (the “Certificate of Incorporation”), (iii) the Amended and Restated Bylaws of the Company (the “Bylaws”), (iv) the Purchase Agreement (filed as exhibit 10.1 to the Company’s Current Report on Form 8-K, dated March 19, 2014), (v) the form of Warrant (filed as exhibit 4.1 to the Company’s Current Report on Form 8-K, dated March 19, 2014), (vi) the Registration Statement, (vii) the Base Prospectus, (viii) the Prospectus Supplement, and (ix) duly adopted resolutions of the board of directors of the Company relating to the issuance of the Shares, the Warrants and the Warrant Shares. We also have made such further legal and factual examinations and investigations as we deemed necessary for purposes of expressing the opinion set forth herein. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of those latter documents. As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon, without independent verification or investigation of the accuracy or completeness thereof, certain representations of certain officers of the Company and a certificate of an officer of the Company delivered to us.

Board of Directors
March 20, 2014
Page 2

Our opinion is limited to applicable statutory provisions of the Delaware General Corporation Law and the reported judicial decisions interpreting those laws, and federal laws of the United States of America to the extent referred to specifically herein. We are generally familiar with the Delaware General Corporation Law as currently in effect and the judicial decisions thereunder and have made such inquiries and review of matters of fact and law as we determined necessary to render the opinions contained herein. We assume no obligation to revise or supplement this opinion letter in the event of future changes in such laws or the interpretations thereof or such facts. We express no opinion regarding the Act, or any other federal or state laws or regulations.

Based upon the foregoing and subject to the assumptions, limitations and exceptions set forth herein, we are of the opinion that as of the date hereof:

1.               The Shares have been duly authorized for issuance pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against receipt of the consideration set forth therein, the Shares will be validly issued, fully paid and nonassessable.

2.               The Warrants have been duly authorized for issuance pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against receipt of the consideration set forth therein, the Warrants will be validly issued, fully paid and nonassessable.

3.               The Warrant Shares have been duly authorized, and when issued upon exercise of the Warrants against payment of the exercise price in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable.

This opinion is issued to you solely for use in connection with the Registration Statement and is not to be quoted or otherwise referred to in any financial statements of the Company or any other document, nor is it to be filed with or furnished to any government agency or other person, without our prior written consent.

We hereby consent to the use of our name under the caption “Legal Matters” in the Prospectus Supplement, and to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K, filed on March [20], 2014. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission adopted under the Act.

Very truly yours,

/s/McKenna Long & Aldridge LLP
McKenna Long & Aldridge LLP