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~~February 48, ~~2022~~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)	(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))

Securities registered pursuant to Section 12(b) of the Act: None

Title of Each Class		Trading Symbol(s)		Name of Each Exchange On Which Registered
Common Stock, par value $0.01 per share		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 53.~~07 Submission~~01 Notice of ~~Matters~~Delisting or Failure to Satisfy a ~~Vote~~Continued ofListing ~~Security~~Rule ~~Holders~~or Standard; Transfer of Listing

~~(a) The~~On ~~annual~~February ~~meeting~~8, 2023, the Board of ~~shareholders~~Directors of Andrea Electronics Corporation (the “Company”) ~~was~~approved ~~held~~the onCompany ~~October~~deregistering 4its common stock, ~~2022~~par value $0.01 (the “Common Stock”) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

~~(b)~~ The ~~matters~~Company ~~considered~~intends to file with the Securities and ~~voted~~Exchange Commission (the “SEC”) a certification on byForm 15 under the ~~shareholders~~Exchange atAct to request the ~~annual~~termination ~~meeting,~~of the registration of the Common Stock under Section 12(g) of the Exchange Act and the ~~vote~~suspension of the ~~shareholders,~~Company's ~~were~~reporting obligations under Sections 13 and 15(d) of the Exchange Act as ~~follows:~~promptly as possible. Aside from the Company’s obligation to file its Annual Report for the fiscal year ended December 31, 2022, such Form 15 filing will immediately suspend the Company’s reporting obligations while certain other SEC rules will remain in effect for the Company for 90 days.

1. The ~~following~~Company ~~individuals~~is ~~were~~presently ~~elected~~quoted asand ~~directors,~~trades toon ~~serve~~the ~~until~~OTC Bulletin Board under the ~~next~~ticker ~~annual~~symbol ~~meeting~~“ANDR”. ofThe ~~shareholders~~Company byexpects its Common Stock to continue to be quoted and traded on the ~~following~~OTC ~~vote:~~Bulletin Board.

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

2. 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:

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

There were no broker non-votes on the proposal.

3. 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
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 shareholders is present or represented at each annual meeting.

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: October 5, 2022	By:	/s/ Corisa L. Guiffre
Date: February 10, 2023	By:	/s/ Corisa L. Guiffre
		Corisa L. Guiffre

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