ANDR / Andrea Electronics Corporation - Документы SEC, Годовой отчет, Доверенное заявление

Андреа Электроникс Корпорейшн
US ˙ OTCPK ˙ US0343931087

Основная статистика
CIK 6494
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Andrea Electronics Corporation
SEC Filings (Chronological Order)
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March 30, 2023 EX-21

Subsidiaries of Registrant

Exhibit 21 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation Andrea ANC Manufacturing Inc. Delaware Andrea Digital Technologies, Inc. Delaware Andrea Direct Marketing Inc. Delaware Andrea Electronics Europe Inc. Delaware Andrea Marketing Inc. Delaware Lamar Signal Processing, Ltd. Israel

March 30, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 ANDREA ELECTRONICS CORPORATIO

March 30, 2023 EX-10.15

Fifth Amendment to the Rider to Amended and Restated Revenue Sharing and Note Purchase Agreement by and among Andrea Electronics Corporation and AND34 Funding LLC, dated as of January 20, 2023

Exhibit 10.15 FIFTH AMENDMENT TO THE RIDER TO AMENDED AND RESTATED REVENUE SHARING AND NOTE PURCHASE AGREEMENT January 20, 2023 Reference is hereby made to: (a) the Revenue Sharing and Note Purchase Agreement, originally dated as of February 14, 2014, as amended and restated as of December 24, 2014, and as further amended by the Second Amendment to the Revenue Sharing and Note Purchase Agreement d

March 30, 2023 EX-10.5

+ *Fourteenth Amendment to Executive Employment Agreement, dated as of January 31, 2023, by and between Andrea Electronics Corporation and Douglas J. Andrea

Exhibit 10.5 FOURTEENTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT THIS FOURTEENTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (the “FOURTEENTH Amendment”) is made and entered into this 31st day of January, 2023 by and between ANDREA ELECTRONICS CORPORATION (the “Company”), a New York corporation, and DOUGLAS J. ANDREA (the “Executive”). WHEREAS, the Company and the Executive are parties to an Ex

February 10, 2023 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-04324 ANDREA ELECTRONICS CORPORATION (Exact name of registrant as speci

February 10, 2023 S-8 POS

As filed with the Securities and Exchange Commission on March 28, 2011

As filed with the Securities and Exchange Commission on March 28, 2011 Registration No.

February 10, 2023 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): February 8, 2023 ANDREA ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) New York 1-4324 11-0482020 (State or other jurisdiction of incorporation) (Commi

February 10, 2023 S-8 POS

As filed with the Securities and Exchange Commission on May 2, 2007

As filed with the Securities and Exchange Commission on May 2, 2007 Registration No.

November 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-04324 ANDREA

November 14, 2022 EX-32.0

Section 1350 Certifications

EXHIBIT 32.0 SECTION 1350 CERTIFICATIONS In connection with the Quarterly Report of Andrea Electronics Corporation (the “Company”) on Form 10-Q for the quarter ended September 30, 2022 as filed with the Securities and Exchange Commission (the “Report”), the undersigned certify, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully

October 5, 2022 8-K

Submission of Matters to a Vote of Security Holders

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): October 4, 2022 ANDREA ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) New York 1-4324 11-0482020 (State or other jurisdiction of incorporation) (Commis

August 31, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)

August 15, 2022 EX-10.1

Fourth Amendment to the Rider to Amended and Restated Revenue Sharing and Note Purchase Agreement by and among Andrea Electronics Corporation and AND34 Funding LLC, dated as of June 20, 2022

Exhibit 10.1 FOURTH AMENDMENT TO THE RIDER TO AMENDED AND RESTATED REVENUE SHARING AND NOTE PURCHASE AGREEMENT June 20, 2022 Reference is hereby made to: (a) the Revenue Sharing and Note Purchase Agreement, originally dated as of February 14, 2014, as amended and restated as of December 24, 2014, and as further amended by the Second Amendment to the Revenue Sharing and Note Purchase Agreement date

August 15, 2022 EX-10.2

Thirteenth Amendment to Executive Employment Agreement, dated as of July 31, 2022, by and between Andrea Electronics Corporation and Douglas J. Andrea*

Exhibit 10.2 THIRTEENTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT THIS THIRTEENTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (the ?Thirteenth Amendment?) is made and entered into this 31st day of July, 2022 by and between ANDREA ELECTRONICS CORPORATION (the ?Company?), a New York corporation, and DOUGLAS J. ANDREA (the ?Executive?). WHEREAS, the Company and the Executive are parties to an Execu

August 15, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-04324 ANDREA ELEC

May 16, 2022 EX-32.0

Exhibit 32.0 – Section 1350 Certifications

EXHIBIT 32.0 SECTION 1350 CERTIFICATIONS In connection with the Quarterly Report of Andrea Electronics Corporation (the “Company”) on Form 10-Q for the quarter ended March 31, 2022 as filed with the Securities and Exchange Commission (the “Report”), the undersigned certify, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully comp

May 16, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-04324 ANDREA ELE

March 31, 2022 EX-32.0

+Section 1350 Certifications

EXHIBIT 32.0 SECTION 1350 CERTIFICATIONS In connection with the Annual Report of Andrea Electronics Corporation (the “Company”) on Form 10-K for the period ended December 31, 2021 as filed with the Securities and Exchange Commission (the “Report”), the undersigned certify, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully compl

March 31, 2022 EX-21.0

+Subsidiaries of Registrant

Exhibit 21 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation Andrea ANC Manufacturing Inc. Delaware Andrea Digital Technologies, Inc. Delaware Andrea Direct Marketing Inc. Delaware Andrea Electronics Europe Inc. Delaware Andrea Marketing Inc. Delaware Lamar Signal Processing, Ltd. Israel

March 31, 2022 EX-10.5

Exhibit 10.2 – *Twelfth Amendment to Executive Employment Agreement, dated as of January 31, 2022, by and between Andrea Electronics Corporation and Douglas J. Andrea (incorporated by reference to Exhibit 10.5 of the Registrant’s Form 10-K filed on March 31, 2022)

Exhibit 10.5 TWELFTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT THIS TWELFTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (the ?Twelfth Amendment?) is made and entered into this 31st day of January, 2022 by and between ANDREA ELECTRONICS CORPORATION (the ?Company?), a New York corporation, and DOUGLAS J. ANDREA (the ?Executive?). WHEREAS, the Company and the Executive are parties to an Executive E

March 31, 2022 EX-31.0

+Rule 13a-14(a)/15d – 14(a) Certifications

EXHIBIT 31.0 RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION I, Douglas J. Andrea, certify that: 1. I have reviewed this annual report on Form 10-K of Andrea Electronics Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under

March 31, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 ANDREA ELEC

March 31, 2022 EX-10.9

Exhibit 10.1 – Second Amendment to Amended and Restated Revenue Sharing and Note Purchase Agreement and Omnibus Amendment to Related Documents dated January 27, 2022 (incorporated by reference to Exhibit 10.9 of the Registrant’s Form 10-K filed on March 31, 2022)

Exhibit 10.9 SECOND AMENDMENT TO REVENUE SHARING AND NOTE PURCHASE AGREEMENT AND OMNIBUS AMENDMENT TO DOCUMENTS SECOND AMENDMENT TO REVENUE SHARING AND NOTE PURCHASE AGREEMENT AND OMNIBUS AMENDMENT TO DOCUMENTS (this ?Amendment?) dated as of January , 2022, among ANDREA ELECTRONICS COMPANY, a New York corporation (the ?Company?), AND34 Funding LLC as collateral agent (in such capacity, together wi

November 23, 2021 EX-3.1

Amended By-laws of Andrea Electronics Corporation

EX-3.1 2 andrea3987241-ex31.htm Exhibit 3.1 Amended as of November 23, 1998 Amended as of November 22, 2021 BY-LAWS OF ANDREA ELECTRONICS CORPORATION ARTICLE I OFFICES The principal office of the Corporation shall be at 620 Johnson Avenue, Suite 1-B, Bohemia, New York 11716, or at such other place as the Board of Directors may from time to time direct. The Corporation may also establish and have s

November 23, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 19, 2021 ANDREA ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) New York 1-4324 11-0482020 (State or other jurisdiction of incorporation) (Comm

November 15, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-04324 ANDREA

November 15, 2021 EX-10.1

Exhibit 10.1

Exhibit 10.1 THIRD AMENDMENT TO THE RIDER TO AMENDED AND RESTATED REVENUE SHARING AND NOTE PURCHASE AGREEMENT September 21, 2021 Reference is hereby made to: (a) the Revenue Sharing and Note Purchase Agreement, originally dated as of February 14, 2014, and amended and restated as of December 24, 2014 (as so amended and restated, the ?Original Agreement?; and, the Original Agreement, as supplemente

October 28, 2021 8-K

Submission of Matters to a Vote of Security Holders

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): October 21, 2021 ANDREA ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) New York 1-4324 11-0482020 (State or other jurisdiction of incorporation) (Commi

September 14, 2021 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

August 16, 2021 EX-10.1

Exhibit 10.1 - *Eleventh Amendment to Executive Employment Agreement, dated as of July 31, 2021, by and between Andrea Electronics Corporation and Douglas J. Andrea

EX-10.1 2 e13552ex10-1.htm ELEVENTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.1 ELEVENTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT THIS ELEVENTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (the “Eleventh Amendment”) is made and entered into this 31st day of July, 2021 by and between ANDREA ELECTRONICS CORPORATION (the “Company”), a New York corporation, and DOUGLAS J. ANDREA (the “E

August 16, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-04324 ANDREA ELEC

May 17, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q 1 andrea3910321-10q.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from

March 31, 2021 EX-10.5

+ * Tenth Amendment to Executive Employment Agreement, dated as of January 31, 2021, by and between Andrea Electronics Corporation and Douglas J. Andrea

Exhibit 10.5 TENTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT THIS TENTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (the ?Tenth Amendment?) is made and entered into this 31st day of January, 2021 by and between ANDREA ELECTRONICS CORPORATION (the ?Company?), a New York corporation, and DOUGLAS J. ANDREA (the ?Executive?). WHEREAS, the Company and the Executive are parties to an Executive Employm

March 31, 2021 10-K

Annual Report - ANNUAL REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 ANDREA ELEC

March 31, 2021 EX-21

+Subsidiaries of Registrant

Exhibit 21 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation Andrea ANC Manufacturing Inc. Delaware Andrea Digital Technologies, Inc. Delaware Andrea Direct Marketing Inc. Delaware Andrea Electronics Europe Inc. Delaware Andrea Marketing Inc. Delaware Lamar Signal Processing, Ltd. Israel

March 31, 2021 EX-4.1

Description of Securities (incorporated by reference to Exhibit 4.1 of the Registrant's Form 10-K filed on March 31, 2021)

EX-4.1 2 andrea3890141-ex41.htm DESCRIPTION OF SECURITIES Exhibit 4.1 DESCRIPTION OF SECURITIES Our authorized capital stock consists of 200,000,000 shares of common stock, $0.01 par value per share, and 5,000,000 shares of preferred stock, $0.01 par value per share. A description of material terms and provisions of our Restated Certificate of Incorporation, as amended, and Amended By-Laws affecti

November 16, 2020 EX-32.0

Section 1350 Certifications

EXHIBIT 32.0 SECTION 1350 CERTIFICATIONS In connection with the Quarterly Report of Andrea Electronics Corporation (the “Company”) on Form 10-Q for the quarter ended September 30, 2020 as filed with the Securities and Exchange Commission (the “Report”), the undersigned certify, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully

November 16, 2020 10-Q

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-04324 ANDREA

November 12, 2020 8-K

Submission of Matters to a Vote of Security Holders

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 12, 2020 ANDREA ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) New York 1-4324 11-0482020 (State or other jurisdiction (Commission (IRS Employ

October 29, 2020 8-K

Other Events

8-K 1 andrea3824201-8k.htm CURRENT REPORT 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): October 29, 2020 ANDREA ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) New York 1-4324 11-0482020 (State or o

October 6, 2020 DEF 14A

- DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

August 14, 2020 EX-10.2

U.S. Small Business Administration Loan Authorization and Agreement, dated July 13, 2020, between the Company and the U.S. Small Business Administration

Exhibit 10.2 U.S. Small Business Administration Economic Injury Disaster Loan LOAN AUTHORIZATION AND AGREEMENT Date: 07.13.2020 (Effective Date) On the above date, this Administration (SBA) authorized (under Section 7(b) of the Small Business Act, as amended) a Loan (SBA Loan #2607828104) to Andrea Electronics Corporation (Borrower) of 620 JOHNSON AVE STE 1B BOHEMIA New York 11716 in the amount of

August 14, 2020 EX-32.0

Section 1350 Certifications

EXHIBIT 32.0 SECTION 1350 CERTIFICATIONS In connection with the Quarterly Report of Andrea Electronics Corporation (the “Company”) on Form 10-Q for the quarter ended June 30, 2020 as filed with the Securities and Exchange Commission (the “Report”), the undersigned certify, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully compl

August 14, 2020 EX-10.1

+*Ninth Amendment to Executive Employment Agreement, dated as of July 31, 2020, by and between Andrea Electronics Corporation and Douglas J. Andrea

EX-10.1 2 andrea35772910-ex101.htm NINTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.1 NINTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT THIS NINETH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (the “Nineth Amendment”) is made and entered into this 31st day of July, 2020 by and between ANDREA ELECTRONICS CORPORATION (the “Company”), a New York corporation, and DOUGLAS J. ANDREA (the “Exe

August 14, 2020 10-Q

Quarterly Report - QUARTERLY REPORT

10-Q 1 andrea35772910-10q.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from

May 14, 2020 10-Q

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-04324 ANDREA ELE

May 14, 2020 EX-10.1

U.S. Small Business Administration Note and Loan Agreement, dated May 8, 2020, between the Company and HSBC Bank USA, N.A.

U.S. Small Business Administration NOTE SBA Loan # 51376072-08 SBA Loan Name ANDREA ELECTRONICS CORPORATION Date May 8, 2020 Loan Amount $142,775.00 Interest Rate 1.00% Borrower ANDREA ELECTRONICS CORPORATION Operating Company N/A Lender HSBC Bank USA, National Association 1. PROMISE TO PAY: In return for the Loan, Borrower promises to pay to the order of Lender the amount of $142,775.00 , interes

May 14, 2020 EX-32.0

Section 1350 Certifications

EXHIBIT 32.0 SECTION 1350 CERTIFICATIONS In connection with the Quarterly Report of Andrea Electronics Corporation (the “Company”) on Form 10-Q for the quarter ended March 31, 2020 as filed with the Securities and Exchange Commission (the “Report”), the undersigned certify, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully comp

March 30, 2020 EX-21

+Subsidiaries of Registrant

Exhibit 21 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation Andrea ANC Manufacturing Inc. Delaware Andrea Digital Technologies, Inc. Delaware Andrea Direct Marketing Inc. Delaware Andrea Electronics Europe Inc. Delaware Andrea Marketing Inc. Delaware Lamar Signal Processing, Ltd. Israel

March 30, 2020 EX-31.0

+Rule 13a-14(a)/15d – 14(a) Certifications

EXHIBIT 31.0 RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION I, Douglas J. Andrea, certify that: 1. I have reviewed this annual report on Form 10-K of Andrea Electronics Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under

March 30, 2020 EX-10.10

+ * Eighth Amendment to Executive Employment Agreement, dated as of February 4, 2020, by and between Andrea Electronics Corporation and Douglas J. Andrea

Exhibit 10.10 EIGHTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT THIS EIGHTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (the “Eighth Amendment”) is made and entered into this 4th day of February, 2020 by and between ANDREA ELECTRONICS CORPORATION (the “Company”), a New York corporation, and DOUGLAS J. ANDREA (the “Executive”). WHEREAS, the Company and the Executive are parties to an Executive Emp

March 30, 2020 EX-32.0

+Section 1350 Certifications

EXHIBIT 32.0 SECTION 1350 CERTIFICATIONS In connection with the Annual Report of Andrea Electronics Corporation (the “Company”) on Form 10-K for the period ended December 31, 2019 as filed with the Securities and Exchange Commission (the “Report”), the undersigned certify, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully compl

March 30, 2020 10-K

ANDR / Andrea Electronics Corp. 10-K - Annual Report - ANNUAL REPORT

10-K 1 andrea3577296-10k.htm ANNUAL REPORT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from t

November 12, 2019 EX-32.0

Section 1350 Certifications

EXHIBIT 32.0 SECTION 1350 CERTIFICATIONS In connection with the Quarterly Report of Andrea Electronics Corporation (the “Company”) on Form 10-Q for the quarter ended September 30, 2019 as filed with the Securities and Exchange Commission (the “Report”), the undersigned certify, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully

November 12, 2019 10-Q

ANDR / Andrea Electronics Corp. 10-Q - Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-04324 ANDREA

November 12, 2019 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 andrea3577295-8k.htm CURRENT REPORT 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): October 24, 2019 ANDREA ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) New York 1-4324 11-0482020 (State or o

September 18, 2019 DEF 14A

* 2019 Equity Compensation Plan of the Registrant (incorporated by reference to Appendix A of the Registrant’s Schedule 14A filed on September 18, 2019)

DEF 14A 1 andrea3641631-def14a.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for

August 14, 2019 EX-10.1

+*Seventh Amendment to Executive Employment Agreement, dated as of August 12, 2019, by and between Andrea Electronics Corporation and Douglas J. Andrea

EX-10.1 2 andr3577292-ex101.htm SEVENTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT EXHIBIT 10.1 SEVENTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT THIS SEVENTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (the “Seventh Amendment”) is made and entered into this 12th day of August, 2019 by and between ANDREA ELECTRONICS CORPORATION (the “Company”), a New York corporation, and DOUGLAS J. ANDREA (the

August 14, 2019 10-Q

ANDR / Andrea Electronics Corp. 10-Q - Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-04324 ANDREA ELEC

August 14, 2019 EX-32.0

Section 1350 Certifications

EXHIBIT 32.0 SECTION 1350 CERTIFICATIONS In connection with the Quarterly Report of Andrea Electronics Corporation (the “Company”) on Form 10-Q for the quarter ended June 30, 2019 as filed with the Securities and Exchange Commission (the “Report”), the undersigned certify, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully compl

August 13, 2019 SC 13D/A

ANDR / Andrea Electronics Corp. / Andrea Douglas J - AMENDMENT TO SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP Activist Investment

SC 13D/A 1 andrea3577293-sc13da.htm AMENDMENT TO SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) ANDREA ELECTRONICS CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 034393108 (CUSIP Number) Douglas J. Andr

May 15, 2019 EX-10.3

Second Amendment to the Rider to Amended and Restated Revenue Sharing and Note Purchase Agreement by and among Andrea Electronics Corporation and AND34 Funding LLC dated as of May 10, 2019 (incorporated by reference to Exhibit 10.1 of the Registrant's Form 10-Q filed on May 15, 2019)

SECOND AMENDMENT TO THE RIDER TO AMENDED AND RESTATED REVENUE SHARING AND NOTE PURCHASE AGREEMENT May 10, 2019 Reference is hereby made to: (a) the Revenue Sharing and Note Purchase Agreement, originally dated as of February 14, 2014, and amended and restated as of December 24, 2014 (as so amended and restated, the “Original Agreement”; and, the Original Agreement, as supplemented by the Amended R

May 15, 2019 EX-10.2

First Amendment to the Rider to Amended and Restated Revenue Sharing and Note Purchase Agreement by and among Andrea Electronics Corporation and AND34 Funding LLC dated as of October 24, 2017 (incorporated by reference to Exhibit 10.1 of the Registrant's Form 10-Q filed on May 15, 2019)

FIRST AMENDMENT TO THE RIDER TO AMENDED AND RESTATED REVENUE SHARING AND NOTE PURCHASE AGREEMENT October 24, 2017 Reference is hereby made to: (a) the Revenue Sharing and Note Purchase Agreement, originally dated as of February 14, 2014, and amended and restated as of December 24, 2014 (as so amended and restated, the “Original Agreement”; and, the Original Agreement, as supplemented by the Amende

May 15, 2019 10-Q

ANDR / Andrea Electronics Corp. 10-Q Quarterly Report QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-04324 ANDREA ELE

March 29, 2019 EX-21

+Subsidiaries of Registrant

Exhibit 21 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation Andrea ANC Manufacturing Inc. Delaware Andrea Digital Technologies, Inc. Delaware Andrea Direct Marketing Inc. Delaware Andrea Electronics Europe Inc. Delaware Andrea Marketing Inc. Delaware Lamar Signal Processing, Ltd. Israel

March 29, 2019 EX-10.19

Rider to Amended and Restated Revenue Sharing and Note Purchase Agreement by and among Andrea Electronics Corporation and AND34 Funding LLC dated as of December 24, 2014, retroactively effective as of February 14, 2014 (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 10-Q filed on November 14, 2016)

EX-10.19 2 andrea3425039-ex1019.htm RIDER TO AMENDED AND RESTATED REVENUE SHARING AND NOTE PURCHASE AGREEMENT Exhibit 10.9 SIXTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT THIS SIXTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (the “Sixth Amendment”) is made and entered into this 22nd day of March, 2019 by and between ANDREA ELECTRONICS CORPORATION (the “Company”), a New York corporation, and DOU

March 29, 2019 10-K

ANDR / Andrea Electronics Corp. ANNUAL REPORT (Annual Report)

10-K 1 andrea3425039-10k.htm ANNUAL REPORT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from t

March 29, 2019 EX-31.0

+Rule 13a-14(a)/15d – 14(a) Certifications

EXHIBIT 31.0 RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION I, Douglas J. Andrea, certify that: 1. I have reviewed this annual report on Form 10-K of Andrea Electronics Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under

March 29, 2019 EX-32.0

+Section 1350 Certifications

EXHIBIT 32.0 SECTION 1350 CERTIFICATIONS In connection with the Annual Report of Andrea Electronics Corporation (the “Company”) on Form 10-K for the period ended December 31, 2018 as filed with the Securities and Exchange Commission (the “Report”), the undersigned certify, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully compl

November 14, 2018 10-Q

ANDR / Andrea Electronics Corp. QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-04324 ANDREA

November 14, 2018 EX-32.0

Section 1350 Certifications*

EXHIBIT 32.0 SECTION 1350 CERTIFICATIONS In connection with the Quarterly Report of Andrea Electronics Corporation (the “Company”) on Form 10-Q for the quarter ended September 30, 2018 as filed with the Securities and Exchange Commission (the “Report”), the undersigned certify, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully

October 18, 2018 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 andrea3425037-8k.htm CURRENT REPORT 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): October 16, 2018 ANDREA ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) New York 1-4324 11-0482020 (State or o

September 10, 2018 DEF 14A

ANDR / Andrea Electronics Corp. DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

August 14, 2018 10-Q

ANDR / Andrea Electronics Corp. QUARTERLY REPORT (Quarterly Report)

10-Q 1 andrea3425033-10q.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from t

May 15, 2018 EX-32.0

Exhibit 32 – Section 1350 Certifications*

EXHIBIT 32.0 SECTION 1350 CERTIFICATIONS In connection with the Quarterly Report of Andrea Electronics Corporation (the “Company”) on Form 10-Q for the quarter ended March 31, 2018 as filed with the Securities and Exchange Commission (the “Report”), the undersigned certify, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully comp

May 15, 2018 10-Q

ANDR / Andrea Electronics Corp. QUARTERLY REPORT (Quarterly Report)

10-Q 1 andrea32970911-10q.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from

March 26, 2018 EX-21

+Subsidiaries of Registrant

EX-21 6 andrea32970910-ex21.htm SUBSIDIARIES OF REGISTRANT Exhibit 21 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation Andrea ANC Manufacturing Inc. Delaware Andrea Digital Technologies, Inc. Delaware Andrea Direct Marketing Inc. Delaware Andrea Electronics Europe Inc. Delaware Andrea Marketing Inc. Delaware Lamar Signal Processing, Ltd. Israel

March 26, 2018 EX-10.9

+*Fourth Amendment to Executive Employment Agreement, dated as of February 19, 2018, by and between Andrea Electronics Corporation and Douglas J. Andrea

EX-10.9 5 andrea32970910-ex109.htm FOURTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.9 FOURTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT THIS FOURTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (the “Fourth Amendment”) is made and entered into this 19th day of February, 2018 by and between ANDREA ELECTRONICS CORPORATION (the “Company”), a New York corporation, and DOUGLAS J. ANDREA (th

March 26, 2018 10-K

ANDR / Andrea Electronics Corp. ANNUAL REPORT (Annual Report)

10-K 1 andrea32970910-10k.htm ANNUAL REPORT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from

March 26, 2018 EX-32.0

+Section 1350 Certifications

EXHIBIT 32.0 SECTION 1350 CERTIFICATIONS In connection with the Annual Report of Andrea Electronics Corporation (the “Company”) on Form 10-K for the period ended December 31, 2017 as filed with the Securities and Exchange Commission (the “Report”), the undersigned certify, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully compl

March 26, 2018 EX-3.4

Certificate of Amendment to the Restated Certificate of Incorporation of Registrant, dated May 7, 1999 (incorporated by reference to Exhibit 3.4 of the Registrant’s Annual Report on Form 10-K filed for the year ended December 31, 2017)

EXHIBIT 3.4

March 26, 2018 EX-3.1

Restated Certificate of Incorporation of Registrant, dated May 14, 1992 (incorporated by reference to Exhibit 3.1 of the Registrant’s Annual Report on Form 10-K filed for the year ended December 31, 2017)

EX-3.1 2 andrea32970910-ex31.htm RESTATED CERTIFICATE OF INCORPORATION OF REGISTRANT EXHIBIT 3.1

March 26, 2018 EX-31.0

+Rule 13a-14(a)/15d – 14(a) Certifications

EXHIBIT 31.0 RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION I, Douglas J. Andrea, certify that: 1. I have reviewed this annual report on Form 10-K of Andrea Electronics Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under

March 26, 2018 EX-3.6

Certificate of Amendment to the Restated Certificate of Incorporation of Registrant, dated September 28, 2000 (incorporated by reference to Exhibit 3.6 of the Registrant’s Annual Report on Form 10-K filed for the year ended December 31, 2017)

EX-3.6 4 andrea32970910-ex36.htm CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION EXHIBIT 3.6

November 14, 2017 10-Q

ANDR / Andrea Electronics Corp. QUARTERLY REPORT (Quarterly Report)

andrea3297099-10q1.htm - Generated by SEC Publisher for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For th

October 27, 2017 8-K

Submission of Matters to a Vote of Security Holders

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): October 25, 2017 ANDREA ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) New York 1-4324 11-0482020 (State or other jurisdiction (Commission (IRS Employe

September 19, 2017 DEF 14A

Andrea Electronics DEFINITIVE PROXY STATEMENT

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

September 13, 2017 SC 13D/A

ANDR / Andrea Electronics Corp. / Andrea Douglas J - AMENDMENT TO SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) ANDREA ELECTRONICS CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 034393108 (CUSIP Number) Douglas J. Andrea 620 Johnson Avenue Suite 1-B, Bohemia, New York 11716 (Name, Address and Telephone Number of Person Authori

August 17, 2017 8-K

Entry into a Material Definitive Agreement

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): August 16, 2017 ANDREA ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) New York 1-4324 11-0482020 (State or other Jurisdiction of (Commission (IRS Emplo

August 14, 2017 10-Q

ANDR / Andrea Electronics Corp. QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 ANDREA ELECTRO

May 12, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 ANDREA ELECTR

March 24, 2017 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 ANDREA ELEC

March 24, 2017 EX-21

Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation Andrea ANC Manufacturing Inc. Delaware Andrea Digital Technologies, Inc. Delaware Andrea Direct Marketing Inc. Delaware Andrea Electronics Europe Inc. Delaware Andrea Mar

Exhibit 21 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation Andrea ANC Manufacturing Inc. Delaware Andrea Digital Technologies, Inc. Delaware Andrea Direct Marketing Inc. Delaware Andrea Electronics Europe Inc. Delaware Andrea Marketing Inc. Delaware Lamar Signal Processing, Ltd. Israel

November 14, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q 1 andrea3033895-10q.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition peri

November 14, 2016 EX-32.0

SECTION 1350 CERTIFICATIONS

EXHIBIT 32.0 SECTION 1350 CERTIFICATIONS In connection with the Quarterly Report of Andrea Electronics Corporation (the “Company”) on Form 10-Q for the quarter ended September 30, 2016 as filed with the Securities and Exchange Commission (the “Report”), the undersigned certify, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully

November 14, 2016 EX-10.1

Rider to Amended and Restated Revenue Sharing and Note Purchase Agreement by and among Andrea Electronics Corporation and AND34 Funding LLC dated as of December 24, 2014, retroactively effective as of February 14, 2014 (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 10-Q filed on November 14, 2016)

EXHIBIT 10.1 RIDER TO AMENDED AND RESTATED REVENUE SHARING AND NOTE PURCHASE AGREEMENT Reference is made to the Revenue Sharing and Note Purchase Agreement originally dated as of February 14, 2014, and amended and restated as of December 24, 2014 (as so amended and restated, and as amended and in effect from time to time, the “Agreement”) by and among ANDREA ELECTRONICS CORPORATION, a New York cor

October 11, 2016 8-K

Submission of Matters to a Vote of Security Holders

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): October 6, 2016 ANDREA ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) New York 1-4324 11-0482020 (State or other jurisdiction (Commission (IRS Employer

September 2, 2016 DEF 14A

Andrea Electronics DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

August 15, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 - ANDREA E

May 16, 2016 EX-10.4

Settlement Agreement between Andrea Electronics Corporation and Waves Audio Ltd. dated March 3, 2016 (incorporated by reference to Exhibit 10.4 of the Registrant’s Form 10-Q filed on May 16, 2016)

EX-10.4 5 exhibit10-4.htm SETTLEMENT AGREEMENT BETWEEN ANDREA ELECTRONICS CORPORATION AND WAVES AUDIO Exhibit 10.4 SETTLEMENT AGREEMENT This Settlement Agreement (“Agreement”) is effective as of the latest date set out on the signature page hereof (the “Effective Date”), among Andrea Electronics Corporation, a New York corporation having a place of business at 620 Johnson Ave., Suite 1B, Bohemia,

May 16, 2016 EX-10.2

Settlement Agreement between Andrea Electronics Corporation and Conexant Systems, Inc. dated February 16, 2016 (incorporated by reference to Exhibit 10.2 of the Registrant’s Form 10-Q filed on May 16, 2016)

EX-10.2 3 exhibit10-2.htm SETTLEMENT AGREEMENT BETWEEN ANDREA ELECTRONICS CORPORATION AND CONEXANT Exhibit 10.2 SETTLEMENT AGREEMENT This Settlement Agreement (“Agreement”) is effective as of the latest date set out on the signature page hereof (the “Effective Date”), among Andrea Electronics Corporation, a New York corporation having a place of business at 620 Johnson Ave., Suite 1B, Bohemia, New

May 16, 2016 EX-10.1

Settlement Agreement between Andrea Electronics Corporation and ASUSTeK Computer Inc. and ASUS Computer International dated January 27, 2016 (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 10-Q filed on May 16, 2016)

EX-10.1 2 exhibit10-1.htm SETTLEMENT AGREEMENT BETWEEN ANDREA ELECTRONICS CORPORATION AND ASUSTEK Exhibit 10.1 SETTLEMENT AGREEMENT This Settlement Agreement (“Agreement”) is effective as of the latest date set out on the signature page hereof (the “Effective Date”), among Andrea Electronics Corporation, a New York corporation having a place of business at 620 Johnson Ave., Suite 1B, Bohemia, New

May 16, 2016 EX-10.3

Settlement Agreement between Andrea Electronics Corporation and Lenovo (United States) Inc. dated February 18, 2016 (incorporated by reference to Exhibit 10.3 of the Registrant’s Form 10-Q filed on May 16, 2016)

Exhibit 10.3 SETTLEMENT AGREEMENT This Settlement Agreement (“Agreement”) is effective as of the latest date set out on the signature page hereof (the “Effective Date”), among Andrea Electronics Corporation, a New York corporation having a place of business at 620 Johnson Ave., Suite 1B, Bohemia, New York 11716 (“Andrea”); and Lenovo (United States) Inc., a Delaware corporation having a place of b

May 16, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 - ANDREA

March 29, 2016 EX-10.13

Settlement Agreement between Andrea Electronics Corporation and Realtek Semiconductor Corporation dated October 15, 2015 (incorporated by reference to Exhibit 10.13 of the Registrant’s Form 10-K filed on March 29, 2016)

Exhibit 10.13 SETTLEMENT AGREEMENT This Settlement Agreement (“Agreement”) is effective as of the latest date set out on the signature page hereof (the “Effective Date”), among Andrea Electronics Corporation, a New York corporation having a place of business at 620 Johnson Ave., Suite 1B, Bohemia, New York 11716 (“Andrea”); and Realtek Semiconductor Corporation, a Taiwan corporation having a place

March 29, 2016 EX-21.0

Subsidiaries of the Registrant Jurisdiction of Name of Subsidiary Incorporation Andrea ANC Manufacturing Inc. Delaware Andrea Digital Technologies, Inc. Delaware Andrea Direct Marketing Inc. Delaware Andrea Electronics Europe Inc. Delaware Andrea Mar

Exhibit 21 Subsidiaries of the Registrant Jurisdiction of Name of Subsidiary Incorporation Andrea ANC Manufacturing Inc. Delaware Andrea Digital Technologies, Inc. Delaware Andrea Direct Marketing Inc. Delaware Andrea Electronics Europe Inc. Delaware Andrea Marketing Inc. Delaware Lamar Signal Processing, Ltd. Israel

March 29, 2016 EX-32.0

SECTION 1350 CERTIFICATIONS

EXHIBIT 32.0 SECTION 1350 CERTIFICATIONS In connection with the Annual Report of Andrea Electronics Corporation (the “Company”) on Form 10-K for the period ending December 31, 2015 as filed with the Securities and Exchange Commission (the “Report”), the undersigned certify, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully comp

March 29, 2016 EX-10.15

Settlement Agreement between Andrea Electronics Corporation and HP Inc. dated December 22, 2015 (incorporated by reference to Exhibit 10.15 of the Registrant’s Form 10-K filed on March 29, 2016)

Exhibit 10.15 SETTLEMENT AGREEMENT This Settlement Agreement (“Agreement”) is effective as of the latest date set out on the signature page hereof (the “Effective Date”), among Andrea Electronics Corporation, a New York corporation having a place of business at 620 Johnson Ave., Suite 1B, Bohemia, New York 11716 (“Andrea”); and HP Inc., a Delaware corporation having a place of business at 1501 Pag

March 29, 2016 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2015 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 ANDREA ELEC

March 29, 2016 EX-31.0

RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION

EXHIBIT 31.0 RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION I, Douglas J. Andrea, certify that: 1. I have reviewed this annual report on Form 10-K of Andrea Electronics Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under

March 29, 2016 EX-10.14

Settlement Agreement between Andrea Electronics Corporation and Acer American Corporation dated November 17, 2015 (incorporated by reference to Exhibit 10.14 of the Registrant’s Form 10-K filed on March 29, 2016)

Exhibit 10.14 SETTLEMENT AGREEMENT This Settlement Agreement (“Agreement”) is effective as of the latest date set out on the signature page hereof (the “Effective Date”), among Andrea Electronics Corporation, a New York corporation having a place of business at 620 Johnson Ave., Suite 1B, Bohemia, New York 11716 (“Andrea”); and Acer Inc., a Taiwan corporation having a place of business at 8F, 88,

March 9, 2016 8-K

Entry into a Material Definitive Agreement

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): March 3, 2016 ANDREA ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) New York 1-4324 11-0482020 (State or other Jurisdiction of (Commission (IRS Employe

February 24, 2016 8-K

Entry into a Material Definitive Agreement

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): February 18, 2016 ANDREA ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) New York 1-4324 11-0482020 (State or other Jurisdiction of (Commission (IRS Emp

February 22, 2016 8-K

Entry into a Material Definitive Agreement

8-K 1 andrea8k.htm CURRENT REPORT 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): February 16, 2016 ANDREA ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) New York 1-4324 11-0482020 (State or other Ju

February 2, 2016 8-K

Entry into a Material Definitive Agreement

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): January 27, 2016 ANDREA ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) New York 1-4324 11-0482020 (State or other Jurisdiction of (Commission (IRS Empl

December 28, 2015 8-K

Entry into a Material Definitive Agreement

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): December 22, 2015 ANDREA ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) New York 1-4324 11-0482020 (State or other Jurisdiction of (Commission (IRS Emp

November 19, 2015 8-K

Entry into a Material Definitive Agreement

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 17, 2015 ANDREA ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) New York 1-4324 11-0482020 (State or other Jurisdiction of (Commission (IRS Emp

November 16, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 - AND

November 12, 2015 8-K/A

Submission of Matters to a Vote of Security Holders

8-K/A 1 andrea8ka.htm AMENDMENT TO CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 TO CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2015 ANDREA ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) New York

October 29, 2015 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 andrea8k.htm CURRENT REPORT 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): October 26, 2015 ANDREA ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) New York 1-4324 11-0482020 (State or other jur

October 21, 2015 8-K

Entry into a Material Definitive Agreement

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): October 15, 2015 ANDREA ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) New York 1-4324 11-0482020 (State or other Jurisdiction of (Commission (IRS Empl

September 21, 2015 DEF 14A

Andrea Electronics DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

August 14, 2015 SC 13D/A

ANDR / Andrea Electronics Corp. / Andrea Douglas J - AMENDMENT TO SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) ANDREA ELECTRONICS CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 034393108 (CUSIP Number) Douglas J. Andrea 620 Johnson Avenue Suite 1-B, Bohemia, New York 11716 (Name, Address and Telephone Number of Person Authori

August 14, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 - ANDREA E

May 20, 2015 EX-32.0

SECTION 1350 CERTIFICATIONS

EXHIBIT 32.0 SECTION 1350 CERTIFICATIONS In connection with the Quarterly Report of Andrea Electronics Corporation (the ?Company?) on Form 10-Q for the quarter ended March 31, 2015 as filed with the Securities and Exchange Commission (the ?Report?), the undersigned certify, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully comp

May 20, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 - ANDREA

May 18, 2015 NT 10-Q

Andrea Electronics NOTICE UNDER RULE 12B25 OF INABILITY TO TIMELY FILE ALL OR PART OF A FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 01-04324 CUSIP NUMBER 034393108 (Check One): ? Form 10-K ? Form 20-F ? Form 10-Q ? Form 10-D ? Form N-SAR For Period Ended: March 31, 2015 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ?

April 2, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): March 27, 2015 ANDREA ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) New York 1-4324 11-0482020 (State or other Jurisdiction of (Commission (IRS Employ

April 2, 2015 EX-2.1

Asset Purchase Agreement, dated as of March 27, 2015, by and between Andrea Communications LLC and Andrea Electronics Corporation (incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed April 2, 2015)

ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT, dated as of March 27, 2015, is entered into by and between Andrea Communications LLC, a New York company (?Buyer?) and ANDREA ELECTRONICS CORPORATION, a New York corporation (?Seller?).

April 2, 2015 EX-99.1

ANDREA ELECTRONICS SELLS HEADSET HARDWARE BUSINESS TO FOCUS ON DIGITAL AUDIO TECHNOLOGIES

scratch.pdf - Converted by SECPublisher 4.0, created by BCL Technologies Inc., for SEC Filing Media Contact: Corisa L. Guiffre Andrea Electronics, Chief Financial Officer (631) 719-1800 (800) 707-5779 FOR IMMEDIATE RELEASE ANDREA ELECTRONICS SELLS HEADSET HARDWARE BUSINESS TO FOCUS ON DIGITAL AUDIO TECHNOLOGIES BOHEMIA, N.Y. (April 2, 2015) ? Andrea Electronics Corporation (OTCBB: ANDR - News), a

March 30, 2015 EX-21

Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation Andrea ANC Manufacturing Inc. Delaware Andrea Digital Technologies, Inc. Delaware Andrea Direct Marketing Inc. Delaware Andrea Electronics Europe Inc. Delaware Andrea Mar

Exhibit 21 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation Andrea ANC Manufacturing Inc. Delaware Andrea Digital Technologies, Inc. Delaware Andrea Direct Marketing Inc. Delaware Andrea Electronics Europe Inc. Delaware Andrea Marketing Inc. Delaware Lamar Signal Processing, Ltd. Israel

March 30, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2014 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 ANDREA ELECTRONICS CORPORATIO

January 22, 2015 EX-1.1

**Amended and Restated Revenue Sharing and Note Purchase Agreement by and among Andrea Electronics Corporation and AND34 Funding LLC dated as of December 24, 2014, retroactively effective as of February 14, 2014 (incorporated by reference to Exhibit 1.1 of the Registrant’s Form 8-K/A filed on January 22, 2015)

EX-1.1 2 exhibit1-1.htm AMENDED AND RESTATED REVENUE SHARING AND NOTE PURCHASE AGREEMENT FIRST AMENDMENT TO REVENUE SHARING AND NOTE PURCHASE AGREEMENT FIRST AMENDMENT TO REVENUE SHARING AND NOTE PURCHASE AGREEMENT (this “ First Amendment”) dated as of December 24, 2014, retroactively effective as of February 14, 2014 among ANDREA ELECTRONICS COMPANY, a New York corporation (the “Company”), AND34

January 22, 2015 8-K/A

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K/A 1 andrea8ka.htm AMENDMENT TO CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (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): December 24, 2014 ANDREA ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) New York

December 31, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d31966.htm 8-K 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): December 24, 2014 ANDREA ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) New York 1-4324 11-0482020 (State or other Jurisdiction of

December 31, 2014 EX-1.1

**Revenue Sharing and Note Purchase Agreement by and among Andrea Electronics Corporation and AND34 Funding LLC dated as of February 14, 2014 (incorporated by reference to Exhibit 1.1 of the Registrant’s Form 10-Q/A filed on December 31, 2014)

Certain confidential portions of this exhibit, including schedules and exhibits, have been filed separately with the Securities and Exchange Commission (the ?SEC?) pursuant to a confidential treatment request filed in accordance with Rule 24b-2 of the Exchange Act and these confidential portions have been omitted from this exhibit.

December 31, 2014 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A Amendment No.

December 31, 2014 EX-1.1

FIRST AMENDMENT TO REVENUE SHARING AND NOTE PURCHASE AGREEMENT

Converted by EDGARwiz FIRST AMENDMENT TO REVENUE SHARING AND NOTE PURCHASE AGREEMENT FIRST AMENDMENT TO REVENUE SHARING AND NOTE PURCHASE AGREEMENT (this “ First Amendment”) dated as of December 24, 2014, retroactively effective as of February 14, 2014 among ANDREA ELECTRONICS COMPANY, a New York corporation (the “Company”), AND34 Funding LLC as collateral agent (the “Collateral Agent ”) and the financial institutions party hereto as Purchasers, each of which is a party to the Existing Agreement (as defined below).

November 14, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Andrea Electronics Corporation UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

October 6, 2014 8-K

Submission of Matters to a Vote of Security Holders

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): October 2, 2014 ANDREA ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) New York 1-4324 11-0482020 (State or other jurisdiction of incorporation) (Commis

September 18, 2014 CORRESP

ANDR / Andrea Electronics Corp. CORRESP - -

Letter to M. Jaindl re: Shareholder Proposal (Jefferson) (00311597.DOC;1) Suite 900 607 14th St., NW Washington DC 20005-2018 t 202 508 5800 f 202 508 5858 www.KilpatrickTownsend.com September 18, 2014 direct dial 202 639 4734 direct fax 202 585 0070 [email protected] VIA EDGAR AND EMAIL Larry Spirgel Assistant Director Division of Corporation Finance U.S. Securities and Exchange Co

September 8, 2014 DEF 14A

ANDR / Andrea Electronics Corp. DEF 14A - - DEF 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

September 8, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): September 2, 2014 ANDREA ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) New York 1-4324 11-0482020 (State or other Jurisdiction of (Commission (IRS Emp

September 8, 2014 EX-10.1

*Employment Agreement, dated as of August 1, 2014 by and between Andrea Electronics Corporation and Douglas J. Andrea (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed on September 8, 2014)

EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement"), as of the 1st of August, 2014 by and between ANDREA ELECTRONICS CORPORATION (the "Company"), a New York corporation, and DOUGLAS J. ANDREA (the "Executive"). WITNESSETH: WHEREAS, the Company desires to continue to employ the Executive as its Chief Executive Officer of the Company and

August 14, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 - ANDREA E

May 15, 2014 EX-1.1

REVENUE SHARING AND NOTE PURCHASE AGREEMENT DATED AS OF FEBRUARY 14, 2014

EX-1.1 2 d31371ex1-1.htm EX-1.1 Certain confidential portions of this exhibit, including schedules and exhibits, have been filed separately with the Securities and Exchange Commission (the “SEC”) pursuant to a confidential treatment request filed in accordance with Rule 24b-2 of the Exchange Act and these confidential portions have been omitted from this exhibit. The location of each omitted porti

May 15, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Andrea Electronics Corporation UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

March 25, 2014 EX-21

Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation Andrea ANC Manufacturing Inc. Delaware Andrea Digital Technologies, Inc. Delaware Andrea Direct Marketing Inc. Delaware Andrea Electronics Europe Inc. Delaware Andrea Mar

Exhibit 21 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation Andrea ANC Manufacturing Inc. Delaware Andrea Digital Technologies, Inc. Delaware Andrea Direct Marketing Inc. Delaware Andrea Electronics Europe Inc. Delaware Andrea Marketing Inc. Delaware Lamar Signal Processing, Ltd. Israel

March 25, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2013 o TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2013 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 ANDREA ELECTRONICS CORPORATIO

February 18, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

8-K 1 d31067.htm 8-K 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): February 14, 2014 ANDREA ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) New York 1-4324 11-0482020 (State or other Jurisdiction of

November 14, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 ANDRE

October 17, 2013 8-K

Submission of Matters to a Vote of Security Holders - 8-K

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): October 15, 2013 ANDREA ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) New York 1-4324 11-0482020 (State or other jurisdiction of incorporation) (Commi

September 18, 2013 DEF 14A

- DEF 14A

Andrea proxy statement - revised (00302381.DOC;1) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [√] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [√] Defin

August 14, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 - ANDREA E

August 1, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): July 29, 2013 ANDREA ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) New York 1-4324 11-0482020 (State or other Jurisdiction of (Commission (IRS Employe

August 1, 2013 EX-10.1

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement"), as of the 1st day of August, 2013 by and between ANDREA ELECTRONICS CORPORATION (the "Company"), a New York corporation, and DOUGLAS J. ANDREA (the "Executive"). WITNESSETH: WHEREAS, the Company desires to continue the employment of the Executive and to enter into an employment agreement embodying the terms of such

June 12, 2013 SC 13D/A

ANDR / Andrea Electronics Corp. / Andrea Douglas J Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) ANDREA ELECTRONICS CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 034393108 (CUSIP Number) Douglas J. Andrea 65 Orville Drive, Bohemia, New York 11716 (Name, Address and Telephone Number of Person Authorized to Recei

May 15, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 ANDREA ELECTR

March 29, 2013 EX-21

Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation Andrea ANC Manufacturing Inc. Delaware Andrea Digital Technologies, Inc. Delaware Andrea Direct Marketing Inc. Delaware Andrea Electronics Europe Inc. Delaware Andrea Mar

Exhibit 21 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation Andrea ANC Manufacturing Inc. Delaware Andrea Digital Technologies, Inc. Delaware Andrea Direct Marketing Inc. Delaware Andrea Electronics Europe Inc. Delaware Andrea Marketing Inc. Delaware Lamar Signal Processing, Ltd. Israel

March 29, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2012 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 ANDREA ELECTRONICS CORPORATIO

November 14, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 ANDRE

September 21, 2012 8-K

Submission of Matters to a Vote of Security Holders

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): September 14, 2012 ANDREA ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) New York 1-4324 11-0482020 (State or other jurisdiction of incorporation) (Com

August 21, 2012 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A Amendment No.

August 14, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 - ANDREA E

August 8, 2012 DEF 14A

- DEF 14A

Andrea proxy statement - revised (00302381.DOC;1) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [√] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [√] Defin

August 1, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

Form 8-K re: Andrea employment agreement (00286006.DOC;2) 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): July 26, 2012 ANDREA ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) New York 1-4324 11-048202

August 1, 2012 EX-10.1

EXECUTIVE EMPLOYMENT AGREEMENT

EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the “Agreement”), as of the 1st day of August, 2012 by and between ANDREA ELECTRONICS CORPORATION (the “Company”), a New York corporation, and DOUGLAS J. ANDREA (the “Executive”). WITNESSETH: WHEREAS, the Company desires to continue the employment of the Executive and to enter into an employment agreem

May 14, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 - ANDREA

March 23, 2012 EX-31.0

RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION

UNITED STATES EXHIBIT 31.0 RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION I, Douglas J. Andrea, certify that: 1. I have reviewed this annual report on Form 10-K of Andrea Electronics Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circu

March 23, 2012 EX-21

Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation Andrea ANC Manufacturing Inc. Delaware Andrea Digital Technologies, Inc. Delaware Andrea Direct Marketing Inc. Delaware Andrea Electronics Europe Inc. Delaware Andrea Mar

Exhibit 21 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation Andrea ANC Manufacturing Inc. Delaware Andrea Digital Technologies, Inc. Delaware Andrea Direct Marketing Inc. Delaware Andrea Electronics Europe Inc. Delaware Andrea Marketing Inc. Delaware Lamar Signal Processing, Ltd. Israel

March 23, 2012 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2011 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 ANDREA ELECTRONICS CORPORATIO

March 23, 2012 EX-32.0

SECTION 1350 CERTIFICATIONS

UNITED STATES EXHIBIT 32.0 SECTION 1350 CERTIFICATIONS In connection with the Annual Report of Andrea Electronics Corporation (the “Company”) on Form 10-K for the period ending December 31, 2011 as filed with the Securities and Exchange Commission (the “Report”), the undersigned certify, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Rep

November 14, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 ANDRE

September 29, 2011 8-K

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): September 23, 2011 ANDREA ELECTRO

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): September 23, 2011 ANDREA ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) New York 1-4324 11-0482020 (State or other jurisdiction of incorporation) (Com

August 18, 2011 DEF 14A

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ______)

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

August 12, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 - ANDREA E

June 9, 2011 SC 13D/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) ANDREA ELECTRONICS CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities)

SC 13D/A 1 d28321.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) ANDREA ELECTRONICS CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 034393108 (CUSIP Number) Douglas J. Andrea 65 Orville Drive, Bohemia, New York 11716 (Name, Address and Telephone Numbe

May 13, 2011 EX-31.0

RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION

EXHIBIT 31.0 RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION I, Douglas J. Andrea, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Andrea Electronics Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circum

May 13, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Andrea Electronics Corporation UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

May 13, 2011 EX-32.0

SECTION 1350 CERTIFICATIONS

EXHIBIT 32.0 SECTION 1350 CERTIFICATIONS In connection with the Quarterly Report of Andrea Electronics Corporation (the “Company”) on Form 10-Q for the quarter ended March 31, 2011 as filed with the Securities and Exchange Commission (the “Report”), the undersigned certify, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully comp

March 28, 2011 S-8

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ANDREA ELECTRONICS CORPORATION (exact name of registrant as specified in its certificate of incorporation) NEW YORK (state or o

S-8 1 d28048.htm S-8 As filed with the Securities and Exchange Commission on March 28, 2011 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ANDREA ELECTRONICS CORPORATION (exact name of registrant as specified in its certificate of incorporation) NEW YORK (state or other jurisdiction of incorporation o

March 28, 2011 EX-5.0

Opinion of Kilpatrick Townsend & Stockton LLP

EX-5.0 2 d28048ex5-0.htm EX-5.0 Exhibit 5.0 Opinion of Kilpatrick Townsend & Stockton LLP March 28, 2011 Board of Directors Andrea Electronics Corporation 65 Orville Drive Bohemia, New York 11716 Re: Andrea Electronics Corporation 2006 Equity Compensation Plan Registration Statement on Form S-8 for Offer and Sale of 8,000,000 Shares of Common Stock Ladies and Gentlemen: We have been requested by A

March 17, 2011 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2010 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 ANDREA ELECTRONICS CORPORATIO

March 17, 2011 EX-21

Subsidiaries of the Registrant

Exhibit 21 Subsidiaries of the Registrant Jurisdiction of Name of Subsidiary Incorporation Andrea ANC Manufacturing Inc. Delaware Andrea Digital Technologies, Inc. Delaware Andrea Direct Marketing Inc. Delaware Andrea Electronics Europe Inc. Delaware Andrea Marketing Inc. Delaware Lamar Signal Processing, Ltd. Israel

November 15, 2010 EX-31.0

RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION

EXHIBIT 31.0 RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION I, Douglas J. Andrea, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Andrea Electronics Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circum

November 15, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 ANDRE

November 15, 2010 EX-32.0

SECTION 1350 CERTIFICATIONS

EXHIBIT 32.0 SECTION 1350 CERTIFICATIONS In connection with the Quarterly Report of Andrea Electronics Corporation (the “Company”) on Form 10-Q for the quarter ended September 30, 2010 as filed with the Securities and Exchange Commission (the “Report”), the undersigned certify, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully

September 28, 2010 8-K

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): September 22, 2010 ANDREA ELECTRO

Form 8-K 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): September 22, 2010 ANDREA ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) New York 1-4324 11-0482020 (State or other jurisdiction of incorporat

August 20, 2010 DEF 14A

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ______)

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

August 10, 2010 EX-31.0

RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION

EXHIBIT 31.0 RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION I, Douglas J. Andrea, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Andrea Electronics Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circum

August 10, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EX

August 10, 2010 EX-32.0

SECTION 1350 CERTIFICATIONS

EXHIBIT 32.0 SECTION 1350 CERTIFICATIONS In connection with the Quarterly Report of Andrea Electronics Corporation (the “Company”) on Form 10-Q for the quarter ended June 30, 2010 as filed with the Securities and Exchange Commission (the “Report”), the undersigned certify, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully compl

August 10, 2010 EX-10.1

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement"), as of the 1st day of August, 2010 by and between ANDREA ELECTRONICS CORPORATION (the "Company"), a New York corporation, and DOUGLAS J. ANDREA (the "Executive"). WITNESSETH: WHEREAS, the Company desires to continue the employment of the Executive and to enter into an employment agreement embodying the terms of such

July 20, 2010 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): July 14, 2010 ANDREA ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) New York 1-4324 11-0482020 (State or other Jurisdiction of incorporation or organiz

June 8, 2010 SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) ANDREA ELECTRONICS CORPORATION (Name of Issuer)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) ANDREA ELECTRONICS CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 034393108 (CUSIP Number) Douglas J. Andrea 65 Orville Drive, Bohemia, New York 11716 (Name, Address and Telephone Number of Person Autho

May 6, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 ANDREA EL

May 6, 2010 EX-32.0

SECTION 1350 CERTIFICATIONS

EXHIBIT 32.0 SECTION 1350 CERTIFICATIONS In connection with the Quarterly Report of Andrea Electronics Corporation (the “Company”) on Form 10-Q for the quarter ended March 31, 2010 as filed with the Securities and Exchange Commission (the “Report”), the undersigned certify, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully comp

May 6, 2010 EX-31.0

RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION

EXHIBIT 31.0 RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION I, Douglas J. Andrea, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Andrea Electronics Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circum

March 16, 2010 EX-10.2

* Amendment to the 2006 Equity Compensation Plan (incorporated by reference to Exhibit 10.2 of the Registrant’s Form 10-K filed on March 16, 2010)

Exhibit 10.2 AMENDMENT TO THE ANDREA ELECTRONICS CORPORATION 2006 EQUITY INCENTIVE PLAN WHEREAS, the shareholders of Andrea Electronics Corporation (the ?Company?) adopted the Andrea Electronics Corporation 2006 Equity Incentive Plan (the ?Plan?) on November 16, 2006; WHEREAS, on July 24, 2009, the foregoing amendment to the Plan was presented to and approved by shareholders at the annual meeting

March 16, 2010 EX-32.0

SECTION 1350 CERTIFICATIONS

EXHIBIT 32.0 SECTION 1350 CERTIFICATIONS In connection with the Annual Report of Andrea Electronics Corporation (the “Company”) on Form 10-K for the period ending December 31, 2009 as filed with the Securities and Exchange Commission (the “Report”), the undersigned certify, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully comp

March 16, 2010 EX-31.0

RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION

EXHIBIT 31.0 RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION I, Douglas J. Andrea, certify that: 1. I have reviewed this annual report on Form 10-K of Andrea Electronics Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under

March 16, 2010 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2009 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number 1-4324 ANDREA ELECTRONICS CORPORATION

March 16, 2010 EX-21

Subsidiaries of the Registrant

Exhibit 21 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation Andrea ANC Manufacturing Inc. Delaware Andrea Digital Technologies, Inc. Delaware Andrea Direct Marketing Inc. Delaware Andrea Electronics Europe Inc. Delaware Andrea Marketing Inc. Delaware Lamar Signal Processing, Ltd. Israel

November 16, 2009 EX-32.0

SECTION 1350 CERTIFICATIONS

EXHIBIT 32.0 SECTION 1350 CERTIFICATIONS In connection with the Quarterly Report of Andrea Electronics Corporation (the “Company”) on Form 10-Q for the quarter ended September 30, 2009 as filed with the Securities and Exchange Commission (the “Report”), the undersigned certify, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully

November 16, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 ANDRE

November 16, 2009 EX-31.0

RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION

EXHIBIT 31.0 RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION I, Douglas J. Andrea, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Andrea Electronics Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circum

August 14, 2009 EX-31.0

RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION

EXHIBIT 31.0 RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION I, Douglas J. Andrea, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Andrea Electronics Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circum

August 14, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2009 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 ANDREA ELE

August 14, 2009 EX-32.0

SECTION 1350 CERTIFICATIONS

EXHIBIT 32.0 SECTION 1350 CERTIFICATIONS In connection with the Quarterly Report of Andrea Electronics Corporation (the “Company”) on Form 10-Q for the quarter ended June 30, 2009 as filed with the Securities and Exchange Commission (the “Report”), the undersigned certify, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully compl

June 15, 2009 DEF 14A

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ______)

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

June 5, 2009 EX-4

ANDREA ELECTRONICS CORPORATION STOCK OPTION AGREEMENT

Exhibit 4 ANDREA ELECTRONICS CORPORATION Plan STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

June 5, 2009 SC 13D/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) ANDREA ELECTRONICS CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities)

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) ANDREA ELECTRONICS CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 034393108 (CUSIP Number) Douglas J. Andrea 65 Orville Drive, Bohemia, New York 11716 (Name, Address and Telephone Number of Person Authorized to Recei

May 14, 2009 EX-31.0

RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION

EXHIBIT 31.0 RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION I, Douglas J. Andrea, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Andrea Electronics Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circum

May 14, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 ANDREA EL

May 14, 2009 EX-32.0

SECTION 1350 CERTIFICATIONS

EXHIBIT 32.0 SECTION 1350 CERTIFICATIONS In connection with the Quarterly Report of Andrea Electronics Corporation (the “Company”) on Form 10-Q for the quarter ended March 31, 2009 as filed with the Securities and Exchange Commission (the “Report”), the undersigned certify, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully comp

March 31, 2009 10-K

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2008 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 ANDREA ELECTRONICS CORPORATION (

March 31, 2009 EX-21

Subsidiaries of the Registrant

Exhibit 21 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation Andrea ANC Manufacturing Inc. Delaware Andrea Digital Technologies, Inc. Delaware Andrea Direct Marketing Inc. Delaware Andrea Electronics Europe Inc. Delaware Andrea Marketing Inc. Delaware Lamar Signal Processing, Ltd. Israel

March 31, 2009 EX-31.0

RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION

EXHIBIT 31.0 RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION I, Douglas J. Andrea, certify that: 1. I have reviewed this quarterly report on Form 10-Q/A of Andrea Electronics Corporation; and 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the

March 31, 2009 EX-32.0

SECTION 1350 CERTIFICATIONS

EXHIBIT 32.0 SECTION 1350 CERTIFICATIONS In connection with the Annual Report of Andrea Electronics Corporation (the “Company”) on Form 10-K for the period ending December 31, 2008 as filed with the Securities and Exchange Commission (the “Report”), the undersigned certify, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully comp

March 31, 2009 EX-31.0

RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION

EXHIBIT 31.0 RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION I, Douglas J. Andrea, certify that: 1. I have reviewed this annual report on Form 10-K of Andrea Electronics Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under

March 31, 2009 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2008 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file

November 14, 2008 EX-31.0

RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION

EXHIBIT 31.0 RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION I, Douglas J. Andrea, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Andrea Electronics Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circum

November 14, 2008 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2008 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 ANDRE

November 14, 2008 EX-10.1

EXECUTIVE EMPLOYMENT AGREEMENT

EXHIBIT 10.1 EXECUTIVE EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement"), as of the 1st day of August, 2008 by and between ANDREA ELECTRONICS CORPORATION (the "Company"), a New York corporation, and DOUGLAS J. ANDREA (the "Executive"). WITNESSETH: WHEREAS, the Company desires to continue the employment of the Executive and to enter into an employment agreement embodying the terms of such

November 14, 2008 EX-32.0

SECTION 1350 CERTIFICATIONS

EXHIBIT 32.0 SECTION 1350 CERTIFICATIONS In connection with the Quarterly Report of Andrea Electronics Corporation (the “Company”) on Form 10-Q for the quarter ended September 30, 2008 as filed with the Securities and Exchange Commission (the “Report”), the undersigned certify, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully

November 14, 2008 EX-10.2

*Amended and Restated Change in Control Agreement, dated as of November 11, 2008, by and between Andrea Electronics Corporation and Corisa L. Guiffre (incorporated by reference to Exhibit 10.2 of the Registrant’s Form 10-Q filed on November 14, 2008)

EXHIBIT 10.2 ANDREA ELECTRONICS CORPORATION AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT The Board of Directors (the “Board”) of Andrea Electronics Corporation (the “Company”), a New York corporation, desires to assure the Company of the continued services of Corisa L. Guiffre (the “Employee”) for the benefit of the Company, particularly in the face of a take over attempt. This Change in Contr

August 14, 2008 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2008 OR ( )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 ANDREA ELEC

August 14, 2008 EX-32.0

SECTION 1350 CERTIFICATIONS

EXHIBIT 32.0 SECTION 1350 CERTIFICATIONS In connection with the Quarterly Report of Andrea Electronics Corporation (the “Company”) on Form 10-Q for the quarter ended June 30, 2008 as filed with the Securities and Exchange Commission (the “Report”), the undersigned certify, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully compl

August 14, 2008 EX-31.0

RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION

EXHIBIT 31.0 RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION I, Douglas J. Andrea, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Andrea Electronics Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circum

July 16, 2008 DEF 14A

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ______)

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

May 12, 2008 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2008 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 ANDREA EL

March 31, 2008 10KSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2007 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 ANDREA ELECTRONICS CORPORATION

March 31, 2008 EX-21

Subsidiaries of the Registrant

Exhibit 21 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation Andrea ANC Manufacturing Inc. Delaware Andrea Digital Technologies, Inc. Delaware Andrea Direct Marketing Inc. Delaware Andrea Electronics Europe Inc. Delaware Andrea Marketing Inc. Delaware Lamar Signal Processing, Ltd. Israel

November 14, 2007 EX-32.0

SECTION 1350 CERTIFICATIONS

EXHIBIT 32.0 SECTION 1350 CERTIFICATIONS In connection with the Quarterly Report of Andrea Electronics Corporation (the “Company”) on Form 10-QSB for the quarter ended September 30, 2007 as filed with the Securities and Exchange Commission (the “Report”), the undersigned certify, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report full

November 14, 2007 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2007 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 AND

November 14, 2007 EX-31.0

RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION

EXHIBIT 31.0 RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION I, Douglas J. Andrea, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Andrea Electronics Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circ

August 16, 2007 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ______)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [√] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))

August 14, 2007 EX-31.0

RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION

EXHIBIT 31.0 RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION I, Douglas J. Andrea, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Andrea Electronics Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circ

August 14, 2007 EX-32.0

SECTION 1350 CERTIFICATIONS

EXHIBIT 32.0 SECTION 1350 CERTIFICATIONS In connection with the Quarterly Report of Andrea Electronics Corporation (the “Company”) on Form 10-QSB for the quarter ended June 30, 2007 as filed with the Securities and Exchange Commission (the “Report”), the undersigned certify, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully com

August 14, 2007 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2007 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number 1-4324 - ANDREA ELE

May 14, 2007 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2007 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) for the transition period from to Commission file number

May 2, 2007 EX-5.0

April 30, 2007

Exhibit 5.0 Opinion of Muldoon Murphy & Aguggia LLP April 30, 2007 Board of Directors Andrea Electronics Corporation 65 Orville Drive Bohemia, New York 11716 Re: Andrea Electronics Corporation 2006 Equity Compensation Plan Board Members: We have been requested by Andrea Electronics Corporation, a New York corporation (the “Corporation”), to issue our opinion in connection with the registration of

May 2, 2007 S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ANDREA ELECTRONICS CORPORATION (exact name of registrant as specified in its charter)

As filed with the Securities and Exchange Commission on May 2, 2007 Registration No.

March 30, 2007 EX-99.1

ANDREA ELECTRONICS REPORTS 2006 EARNINGS Achieves profitability for the first time in nine years

EX-99.1 2 a5367088ex991.htm EXHIBIT 99.1 Exhibit 99.1 Media Contact: Corisa L. Guiffre Andrea Electronics, Chief Financial Officer (631) 719-1800 (800) 707-5779 FOR IMMEDIATE RELEASE ANDREA ELECTRONICS REPORTS 2006 EARNINGS Achieves profitability for the first time in nine years BOHEMIA, N.Y. (March 29, 2007) - Andrea Electronics Corporation (OTCBB: ANDR - News) (“Andrea”), a leading developer of

March 30, 2007 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): March 29, 2007 ANDREA ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) New York 1-4324 11-0482020 (State or other jurisdiction of incorporation) (Commiss

March 28, 2007 EX-31.0

RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION

Section 302 CEO and CFO Certification EXHIBIT 31.0 RULE 13a-14(a)/15d-14(a) CHIEF EXECUTIVE OFFICER CERTIFICATION I, Douglas J. Andrea, certify that: 1. I have reviewed this annual report on Form 10-KSB of Andrea Electronics Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements m

March 28, 2007 EX-21

Jurisdiction of

Subsidiaries of Registrant Exhibit 21 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation Andrea ANC Manufacturing Inc. Delaware Andrea Digital Technologies, Inc. Delaware Andrea Direct Marketing Inc. Delaware Andrea Electronics Europe Inc. Delaware Andrea Marketing Inc. Delaware Lamar Signal Processing, Ltd. Israel

March 28, 2007 EX-10.3

ANDREA ELECTRONICS CORPORATION CHANGE IN CONTROL

EX-10.3 2 dex103.htm CHANGE IN CONTROL AGREEMENT Exhibit 10.3 ANDREA ELECTRONICS CORPORATION CHANGE IN CONTROL The Board of Directors (the “Board”) of Andrea Electronics Corporation (the “Company”), a New York corporation, desires to assure the Company of your continued services for the benefit of the Company, particularly in the face of a take over attempt. This Change in Control agreement (“Agre

March 28, 2007 10KSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2006 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4324 ANDREA ELECT

March 28, 2007 EX-32.0

SECTION 1350 CERTIFICATIONS

Section 906 CEO and CFO Certification EXHIBIT 32.0 SECTION 1350 CERTIFICATIONS In connection with the Annual Report of Andrea Electronics Corporation (the “Company”) on Form 10-KSB for the period ending December 31, 2005 as filed with the Securities and Exchange Commission (the “Report”), the undersigned certify, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act

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