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 123, 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 57.~~02.~~01 ~~Departure~~Regulation ofFD ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Disclosure

On November 23, 2021, Andover National Corporation (bthe “Company”) released a letter from the Company’s Executive Chairman and Chief Executive Officer (ethe “Chairman’s Letter”) ~~Resignation~~to the Company’s stockholders. A copy of ~~Chief~~the ~~Executive~~Chairman’s Letter is furnished as Exhibit 99.1 to this Current ~~Officer~~Report on Form 8-K.

~~On November~~The 1,information ~~2021,~~reported ~~Andover~~under ~~National~~this ~~Corporation~~Item ~~(the~~7.01 of ~~“Company”)~~Form ~~and~~8-K, ~~Jeffrey~~including CExhibit 99. ~~Piermont~~1, ~~the~~is ~~Company’s~~being ~~President~~furnished and ~~Chief~~shall ~~Operating~~not ~~Officer,~~be ~~mutually~~deemed ~~agreed~~ to ~~Mr. Piermont’s~~be ~~resignation~~“filed” asfor ~~President~~the ~~and~~purposes ~~Chief~~of ~~Operating Officer and his separation~~Section 18 of ~~employment from~~ the ~~Company,~~Securities ~~effective~~Exchange asAct of ~~December 31~~1934, ~~2021~~as amended (the “~~Separation~~Exchange Act”)., ~~Mr.~~or ~~Piermont~~otherwise ~~also~~subject ~~resigned~~to asthe aliabilities ~~member~~ of ~~the~~such section, ~~Board~~nor ofshall ~~Directors~~such ~~(the~~information ~~“Board”)~~be ofdeemed ~~the~~incorporated ~~Company,~~by ~~effective~~reference ~~immediately.~~in ~~Mr.~~any ~~Piermont’s~~filing ~~resignation~~under ~~was~~the ~~not~~Securities ~~as a~~Act ~~result~~ of ~~any~~1933, ~~disagreement~~as ~~with~~amended, or the ~~Company~~Exchange onAct, ~~any~~except ~~matters~~as ~~related~~shall tobe ~~the~~expressly ~~Company’s~~set ~~operations,~~forth ~~policies~~by orspecific ~~practices~~reference in such filing.

~~In connection~~The ~~with~~Chairman’s ~~the~~Letter ~~Separation,~~contains ~~the~~forward-looking statements ~~Company,~~within ~~Mr.~~the ~~Piermont~~meaning ~~and~~of ~~Mr.~~the ~~Peter~~“Safe A.Harbor” ~~Cohen,~~provisions of the ~~Company’s~~Private ~~Executive~~Securities ~~Chairman~~Litigation Reform Act of ~~the~~1995. ~~Board~~Forward-looking ~~and~~statements ~~Chief~~are ~~Executive~~those ~~Officer,~~that ~~have~~describe ~~agreed~~future tooutcomes ~~the~~or ~~terms~~expectations ofthat aare ~~Separation~~usually ~~Agreement~~identified ~~and~~by ~~Release~~words ofsuch ~~All~~as ~~Claims (the~~ “~~Separation Agreement~~will,”) “should,” ~~dated~~“could,” ~~November~~“plan,” 1“intend,” ~~2021.~~“expect,” ~~The~~“continue,” ~~Separation~~“forecast,” ~~Agreement~~“believe,” and ~~includes~~“anticipate” aand ~~mutual~~include, ~~release~~for ~~by each of the Company~~example, ~~Mr.~~any ~~Cohen~~statement ~~and~~made ~~Mr.~~regarding ~~Piermont of claims against~~ the Company,'s ~~Mr.~~future ~~Cohen, Mr~~results. ~~Piermont~~Actual ~~and~~results ~~certain~~may ~~related~~differ materially ~~parties.~~as Ina ~~connection with~~result ~~his~~of ~~entry~~various ~~into~~risks ~~the~~and ~~Separation Agreement~~uncertainties, ~~Mr.~~including ~~Piermont~~the ~~agreed~~risks ~~that~~and heuncertainties ~~would~~expressed ~~continue~~in ~~to be subject to~~ the ~~Agreement~~cautionary ~~Regarding Assignment~~statements ~~of Inventions, Confidentiality, Non-Competition,~~ and ~~Non-Solicitation~~risk ~~between~~factors ~~Mr.~~in ~~Piermont and~~ the Company’s ~~with~~Annual ~~certain~~Report ~~modifications to~~on ~~the~~Form ~~non~~10-~~competition~~K, ~~obligations~~Quarterly asReports ~~set~~on ~~forth~~Form in10-Q ~~the~~and ~~Separation~~other ~~Agreement.~~filings ~~The~~with ~~Separation~~the ~~Agreement also includes certain affirmative~~Securities ~~covenants~~and ~~binding~~Exchange ~~on Mr~~Commission. ~~Piermont,~~The ~~including,~~Company ~~without~~may ~~limitation,~~not abe ~~covenant~~able to ~~reasonably~~predict ~~cooperate~~and ~~with~~may ~~the~~have ~~Company~~little inor ~~connection~~no ~~with any~~control ~~matter,~~over ~~litigation~~many factors or ~~other~~events ~~proceeding~~that ~~arising~~may influence ~~out~~its offuture orresults ~~relating~~and, toexcept ~~matters~~as ofrequired ~~which~~by ~~Mr. Piermont was involved~~law, ~~both~~shall ~~before~~have ~~and~~no ~~after the~~obligation ~~date~~to ofupdate ~~the~~any ~~Separation.~~forward-looking statements.

~~Pursuant to~~Item ~~the terms of the Separation Agreement and provided that he complies with the terms of the Separation Agreement, Mr~~9.01 ~~Piermont shall~~Financial beStatements ~~entitled to a lump sum severance payment of $330,000, subject to entering into a second waiver~~ and ~~release on the date of Separation.~~Exhibits

~~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~~ (~~the “Sale”~~d)~~. Immediately~~ 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.Exhibits

~~A copy of the Separation Agreement is attached hereto as Exhibit 10.1 and incorporated by reference herein.~~ The ~~above~~following ~~description~~exhibits ofare ~~the Separation~~included ~~Agreement does not~~with ~~purport~~this toCurrent beReport ~~complete~~on ~~and is qualified in its entirety by reference to such exhibit.~~Form 8-K:

~~Item 9~~99.011 ~~Financial~~Chairman’s ~~Statements~~Letter ~~and~~dated ~~Exhibits~~November 23, 2021.

~~(d) Exhibits.~~SIGNATURES

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.

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 23, 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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