UNITED ~~STATESSECURITIES~~STATES ~~AND EXCHANGE COMMISSIONWashington, D.C. 20549~~

~~FORM~~SECURITIES ~~8-K~~AND ~~CURRENT~~EXCHANGE ~~REPORT~~COMMISSION Pursuant to Section 13 or 15(d) of theSecurities 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 jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
620 Johnson Avenue Suite 1B, Bohemia, New York 11716(Address of principal executive offices) (Zip Code) (631) 719-1800(Registrant’s telephone number, including area code) Not Applicable(Former name or former address, if changed since last report)

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)		(Commission File Number)		(IRS Employer Identification No.)

620 Johnson Avenue Suite 1B, Bohemia, New York 11716

(Address of principal executive offices) (Zip Code)

(631) 719-1800

(Registrant’s telephone number, including area code)

Not Applicable

(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 (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	~~Trading Symbol(s)~~	~~Name~~Trading ~~of Each Exchange On WhichRegistered~~Symbol(s)		Name of Each Exchange On Which Registered
Common Stock, par value $0.01 per share	~~ANDR~~	~~OTC Bulletin Board~~ANDR		OTC Bulletin Board

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 ☐

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On November 22, 2021, the Board of Directors of Andrea Electronics Corporation (the “Company”) approved an amendment to Section 3.5 of its By-laws changing the Company’s shareholders’ meeting quorum requirement from “a majority of the shares then issued and outstanding” to “one-third of the vote of the shares.”

A copy of the By-laws, as amended, is filed as Exhibit 3.1 to this Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders

On(a) The ~~October~~annual ~~21,~~meeting ~~2021,~~of ~~the~~shareholders ~~Company~~of ~~announced~~Andrea ~~that~~Electronics ~~the~~Corporation ~~Company’s 2021 Annual Meeting of Shareholders~~ (the “~~Annual Meeting~~Company”) was ~~adjourned~~held ~~to November 19, 2021, due to a lack of a stockholder voting quorum~~ on October 214, ~~2021~~2022.

(ab) The ~~reconvened~~matters ~~annual~~considered ~~meeting~~and ofvoted ~~stockholders~~on ofby the ~~Company~~shareholders ~~was~~at ~~held~~the onannual ~~November~~meeting, 19and the vote of the shareholders, ~~2021.~~were as follows:

~~(b)~~1. The ~~matters~~following ~~considered~~individuals ~~and~~were ~~voted~~elected onas bydirectors, ~~the~~to ~~stockholders~~serve atuntil the ~~reconvened~~next annual meeting, ~~and~~of ~~the~~shareholders ~~vote~~by of the ~~stockholders,~~following ~~were as follows~~vote:

1. The following individuals were elected as directors, to serve until the next annual meeting of stockholders by the following vote:

Name	Shares Voted For	Votes Withheld	Broker Non-Votes¹
Douglas J. Andrea	11,405,188	3,187,421	21,432,265
Louis Libi1	12,889,562	1,703,047	21,432,265
Joseph J. Migliozzi	11,575,488	3,017,121	21,432,265
Jonathan D. Spaet	12,706,887	1,885,722	21,432,265

Name	SharesVoted For	VotesWithheld	BrokerNon-Votes1
Douglas J. Andrea	14,477,533	7,861,506	13,120,462
Louis Libin	14,514,008	7,825,031	13,120,462
Joseph J. Migliozzi	14,549,646	7,789,393	13,120,462
Jonathan D. Spaet	14,574,696	7,764,343	13,120,462

The appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified by the shareholders by the following vote:

2. The appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was ratified by the stockholders by the following vote:

Shares Voted For		Shares Voted Against		Abstentions
32,461,192		2,629,091		934,591

Shares Voted For		Shares Voted Against		Abstentions
34,430,642		931,024		97,835

There were no broker non-votes on the proposal.

The vote on the non-binding resolution to approve the compensation of the named executive officers was as follows:

Shares Voted For	Shares Voted Against	Abstentions	Broker Non-Votes1
13,915,472	7,764,674	658,893	13,120,462
10,916,126	2,892,970	783,513	21,432,265

~~____________________~~___________________________

1 A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to the item and has not received voting instructions from the beneficial owner of the shares it holds. Broker non-votes are counted when determining whether the necessary quorum of ~~stockholders~~shareholders is present or represented at each annual meeting.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
3.1		Amended By-laws of Andrea Electronics Corporation
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 thereunto duly authorized.

	ANDREA ELECTRONICS CORPORATION
	(Registrant)
Date: November 23, 2021	By:	/s/ Corisa L. Guiffre
Date: October 5, 2022	By:	/s/ Corisa L. Guiffre
		Corisa L. Guiffre

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