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~~November 191, 2021

ANDOVER NATIONAL CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	000-55882	83-2216345
(State of Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

333 Avenue of the Americas, Suite 2000
Miami, FL		33131-2185
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (786) 871-3333

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered under Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Not Applicable		Not Applicable		Not Applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 75.0102. ~~Regulation~~Departure FDof ~~Disclosure~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~On October 19, 2021, Andover National Corporation~~ (~~the “Company”~~b) ~~released a letter from the Company’s Executive Chairman~~ and ~~Chief Executive Officer~~ (~~the “Chairman’s Letter”~~e) toResignation ~~the Company’s stockholders. A copy~~ of ~~the~~Chief ~~Chairman’s Letter is furnished as Exhibit 99.1 to this Current~~Executive ~~Report on Form 8-K.~~Officer

~~The~~On November ~~information~~1, ~~reported~~2021, ~~under~~Andover ~~this~~National ~~Item~~Corporation ~~7.01 of~~(the ~~Form~~“Company”) ~~8-K,~~and ~~including~~Jeffrey ~~Exhibit 99~~C.1 Piermont, isthe ~~being~~Company’s ~~furnished~~President and ~~shall~~Chief ~~not~~Operating beOfficer, ~~deemed~~mutually agreed to beMr. Piermont’s ~~“filed”~~resignation ~~for~~as ~~the~~President ~~purposes~~and ofChief ~~Section 18~~Operating Officer and his separation of employment from the ~~Securities~~Company, ~~Exchange~~effective ~~Act~~as of ~~1934~~December 31, as2021 ~~amended~~ (the “~~Exchange Act~~Separation”),. orMr. ~~otherwise~~Piermont ~~subject~~also toresigned ~~the~~as ~~liabilities~~a member of ~~such section,~~the ~~nor~~Board ~~shall~~of ~~such~~Directors ~~information~~(the be“Board”) ~~deemed~~of ~~incorporated~~the byCompany, ~~reference~~effective inimmediately. ~~any~~Mr. ~~filing~~Piermont’s ~~under~~resignation ~~the~~was ~~Securities~~not ~~Act~~as a result of ~~1933,~~any asdisagreement ~~amended,~~with or the ~~Exchange~~Company ~~Act,~~on ~~except~~any asmatters ~~shall~~related beto ~~expressly~~the ~~set~~Company’s ~~forth~~operations, bypolicies ~~specific~~or ~~reference in such filing~~practices.

~~The Chairman’s Letter contains forward-looking~~In ~~statements~~connection ~~within~~with the ~~meaning~~Separation, of the ~~“Safe~~Company, ~~Harbor”~~Mr. ~~provisions~~Piermont ofand ~~the~~Mr. ~~Private~~Peter ~~Securities~~A. ~~Litigation~~Cohen, ~~Reform~~the ~~Act~~Company’s Executive Chairman of ~~1995.~~the ~~Forward-looking~~Board ~~statements~~and ~~are~~Chief ~~those~~Executive ~~that~~Officer, ~~describe~~have ~~future~~agreed ~~outcomes~~to orthe ~~expectations~~terms ~~that~~of ~~are~~a ~~usually~~Separation ~~identified~~Agreement byand ~~words~~Release ~~such~~of asAll ~~“will,”~~Claims (the “~~should,~~Separation Agreement” ~~“could~~),” dated ~~“plan,”~~November ~~“intend~~1,” ~~“expect,”~~2021. ~~“continue,”~~The ~~“forecast,”~~Separation ~~“believe,” and~~Agreement ~~“anticipate”~~includes ~~and~~a ~~include,~~mutual ~~for~~release ~~example~~by each of the Company, ~~any~~Mr. ~~statement~~Cohen ~~made~~and ~~regarding~~Mr. Piermont of claims against the Company's, ~~future~~Mr. ~~results~~Cohen, Mr. ~~Actual~~Piermont ~~results~~and ~~may~~certain ~~differ materially~~related asparties. aIn ~~result~~connection with ofhis ~~various~~entry ~~risks~~into ~~and~~the ~~uncertainties~~Separation Agreement, ~~including~~Mr. ~~the~~Piermont ~~risks~~agreed ~~and~~that ~~uncertainties~~he ~~expressed~~would incontinue to be subject to the ~~cautionary~~Agreement ~~statements~~Regarding Assignment of Inventions, Confidentiality, Non-Competition, and ~~risk~~Non-Solicitation ~~factors~~between inMr. Piermont and the Company’s ~~Annual~~with ~~Report~~certain onmodifications to ~~Form~~the 10non-K,competition ~~Quarterly~~obligations ~~Reports~~as onset ~~Form~~forth ~~10-Q~~in ~~and~~the ~~other~~Separation ~~filings~~Agreement. ~~with~~The ~~the~~Separation ~~Securities~~Agreement also includes certain affirmative ~~and~~covenants ~~Exchange~~binding ~~Commission~~on Mr. ~~The~~Piermont, ~~Company~~including, ~~may~~without ~~not~~limitation, bea ~~able~~covenant to ~~predict~~reasonably ~~and~~cooperate ~~may~~with ~~have~~the ~~little~~Company orin noconnection ~~control~~with any ~~over~~matter, ~~many~~litigation ~~factors~~ or ~~events~~other ~~that~~proceeding ~~may influence~~arising ~~its~~out ~~future~~of ~~results~~or ~~and,~~relating ~~except~~to asmatters ~~required~~of bywhich ~~law,~~Mr. ~~shall~~Piermont ~~have~~was noinvolved, ~~obligation~~both tobefore ~~update~~and ~~any~~after the ~~forward-looking~~date ~~statements~~of the Separation.

~~Item~~Pursuant to 9the terms of the Separation Agreement and provided that he complies with the terms of the Separation Agreement, Mr.01 ~~Financial~~Piermont shall ~~Statements~~be entitled to a lump sum severance payment of $330,000, subject to entering into a second waiver and ~~Exhibits~~release on the date of Separation.

In addition, in connection with the Separation, Mr. Piermont has agreed to sell all of his shares of Class B Common Stock of the Company to The Peter A. Cohen Revocable Trust (dthe “Sale”). Immediately ~~Exhibits~~following the Sale, The Peter A. Cohen Revocable Trust intends to voluntarily convert all shares of Class B Common Stock into shares of Class A Common Stock such that following the Sale, there will be 3,696,326 shares of the Company’s Class A Common Stock and no shares of the Company’s Class B Common Stock outstanding.

~~The~~A ~~following~~copy ~~exhibits~~of ~~are~~the Separation Agreement ~~included~~is ~~with~~attached ~~this~~hereto ~~Current~~as ~~Report~~Exhibit on10.1 ~~Form~~and incorporated by reference herein. The above description of the Separation Agreement does ~~8-K:~~not purport to be complete and is qualified in its entirety by reference to such exhibit.

99Item 9.101 ~~Chairman’s~~Financial ~~Letter~~Statements ~~dated~~and ~~October 19, 2021~~Exhibits.

~~SIGNATURES~~(d) Exhibits.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Number		Description of Exhibits

10.1		Separation Agreement and Release of All Claims, dated November 1, 2021, between the Company and Jeffrey C. Piermont.

	ANDOVER NATIONAL CORPORATION
Date: October 19, 2021	By:	/s/ Peter A. Cohen
	Name:	Peter A. Cohen
	Title:	Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ANDOVER NATIONAL CORPORATION

Date: November 1, 2021	By:	/s/ Peter A. Cohen
		Name: Peter A. Cohen Title: Chief Executive Officer

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