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| 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)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
| March 30, 2023 |
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 |
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| March 30, 2023 |
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 |
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| March 30, 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 |
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| March 30, 2023 |
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 |
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| February 10, 2023 |
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 |
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| February 10, 2023 |
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. |
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| February 10, 2023 |
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 |
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| February 10, 2023 |
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. |
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| November 14, 2022 |
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 |
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| November 14, 2022 |
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 |
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| October 5, 2022 |
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 |
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| August 31, 2022 |
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) |
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| August 15, 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 |
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| August 15, 2022 |
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 |
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| August 15, 2022 |
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 |
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| May 16, 2022 |
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 |
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| May 16, 2022 |
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 |
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| March 31, 2022 |
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 |
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| March 31, 2022 |
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 |
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| 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 |
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| March 31, 2022 |
+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 |
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| March 31, 2022 |
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 |
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| 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 |
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| November 23, 2021 |
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 |
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| November 23, 2021 |
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 |
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| November 15, 2021 |
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 |
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| November 15, 2021 |
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 |
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| October 28, 2021 |
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 |
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| September 14, 2021 |
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)) |
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| August 16, 2021 |
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 |
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| August 16, 2021 |
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 |
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| May 17, 2021 |
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 |
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| March 31, 2021 |
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 |
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| March 31, 2021 |
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 |
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| March 31, 2021 |
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 |
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| 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 |
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| November 16, 2020 |
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 |
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| November 16, 2020 |
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 |
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| November 12, 2020 |
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 |
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| October 29, 2020 |
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 |
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| October 6, 2020 |
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)) |
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| August 14, 2020 |
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 |
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| August 14, 2020 |
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 |
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| August 14, 2020 |
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 |
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| August 14, 2020 |
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 |
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| May 14, 2020 |
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 |
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| May 14, 2020 |
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 |
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| May 14, 2020 |
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 |
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| March 30, 2020 |
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 |
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| March 30, 2020 |
+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 |
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| March 30, 2020 |
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 |
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| March 30, 2020 |
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 |
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| March 30, 2020 |
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 |
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| November 12, 2019 |
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 |
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| November 12, 2019 |
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 |
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| November 12, 2019 |
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 |
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| 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 |
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| August 14, 2019 |
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 |
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| August 14, 2019 |
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 |
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| August 14, 2019 |
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 |
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| August 13, 2019 |
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 |
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| 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 |
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| 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 |
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| May 15, 2019 |
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 |
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| March 29, 2019 |
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 |
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| March 29, 2019 |
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 |
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| March 29, 2019 |
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 |
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| March 29, 2019 |
+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 |
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| March 29, 2019 |
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 |
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| November 14, 2018 |
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 |
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| November 14, 2018 |
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 |
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| October 18, 2018 |
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 |
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| September 10, 2018 |
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)) |
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| August 14, 2018 |
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 |
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| May 15, 2018 |
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 |
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| May 15, 2018 |
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 |
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| March 26, 2018 |
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 |
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| March 26, 2018 |
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 |
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| March 26, 2018 |
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 |
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| March 26, 2018 |
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 |
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| March 26, 2018 |
EXHIBIT 3.4 |
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| March 26, 2018 |
EX-3.1 2 andrea32970910-ex31.htm RESTATED CERTIFICATE OF INCORPORATION OF REGISTRANT EXHIBIT 3.1 |
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| March 26, 2018 |
+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 |
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| March 26, 2018 |
EX-3.6 4 andrea32970910-ex36.htm CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION EXHIBIT 3.6 |
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| November 14, 2017 |
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 |
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| October 27, 2017 |
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 |
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| September 19, 2017 |
Andrea Electronics DEFINITIVE PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| September 13, 2017 |
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 |
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| August 17, 2017 |
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 |
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| August 14, 2017 |
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 |
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| May 12, 2017 |
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 |
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| March 24, 2017 |
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 |
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| March 24, 2017 |
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 |
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| November 14, 2016 |
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 |
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| November 14, 2016 |
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 |
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| 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 |
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| October 11, 2016 |
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 |
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| September 2, 2016 |
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)) |
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| August 15, 2016 |
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 |
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| 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, |
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| 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 |
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| 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 |
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| 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 |
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| May 16, 2016 |
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 |
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| 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 |
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| March 29, 2016 |
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 |
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| March 29, 2016 |
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 |
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| 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 |
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| March 29, 2016 |
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 |
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| March 29, 2016 |
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 |
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| 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, |
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| March 9, 2016 |
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 |
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| February 24, 2016 |
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 |
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| February 22, 2016 |
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 |
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| February 2, 2016 |
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 |
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| December 28, 2015 |
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 |
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| November 19, 2015 |
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 |
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| November 16, 2015 |
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 |
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| November 12, 2015 |
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 |
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| October 29, 2015 |
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 |
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| October 21, 2015 |
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 |
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| September 21, 2015 |
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)) |
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| August 14, 2015 |
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 |
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| August 14, 2015 |
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 |
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| May 20, 2015 |
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 |
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| May 20, 2015 |
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 |
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| May 18, 2015 |
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 ? |
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| April 2, 2015 |
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 |
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| 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?). |
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| April 2, 2015 |
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 |
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| March 30, 2015 |
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 |
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| March 30, 2015 |
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 |
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| 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 |
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| January 22, 2015 |
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 |
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| December 31, 2014 |
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 |
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| 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. |
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| December 31, 2014 |
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. |
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| December 31, 2014 |
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). |
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| November 14, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Andrea Electronics Corporation UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| October 6, 2014 |
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 |
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| September 18, 2014 |
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 |
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| September 8, 2014 |
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. |
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| September 8, 2014 |
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 |
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| 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 |
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| August 14, 2014 |
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 |
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| May 15, 2014 |
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 |
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| May 15, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Andrea Electronics Corporation UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| March 25, 2014 |
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 |
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| March 25, 2014 |
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 |
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| February 18, 2014 |
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 |
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| November 14, 2013 |
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 |
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| October 17, 2013 |
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 |
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| September 18, 2013 |
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 |
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| August 14, 2013 |
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 |
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| August 1, 2013 |
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 |
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| August 1, 2013 |
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 |
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| June 12, 2013 |
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 |
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| May 15, 2013 |
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 |
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| March 29, 2013 |
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 |
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| March 29, 2013 |
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 |
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| November 14, 2012 |
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 |
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| September 21, 2012 |
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 |
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| August 21, 2012 |
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. |
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| August 14, 2012 |
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 |
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| August 8, 2012 |
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 |
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| August 1, 2012 |
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 |
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| August 1, 2012 |
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 |
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| May 14, 2012 |
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 |
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| March 23, 2012 |
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 |
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| March 23, 2012 |
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 |
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| March 23, 2012 |
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 |
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| March 23, 2012 |
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 |
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| November 14, 2011 |
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 |
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| September 29, 2011 |
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 |
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| August 18, 2011 |
SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| August 12, 2011 |
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 |
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| June 9, 2011 |
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 |
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| May 13, 2011 |
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 |
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| May 13, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Andrea Electronics Corporation UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| May 13, 2011 |
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 |
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| March 28, 2011 |
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 |
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| March 28, 2011 |
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 |
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| March 17, 2011 |
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 |
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| March 17, 2011 |
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 |
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| November 15, 2010 |
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 |
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| November 15, 2010 |
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 |
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| November 15, 2010 |
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 |
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| September 28, 2010 |
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 |
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| August 20, 2010 |
SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| August 10, 2010 |
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 |
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| August 10, 2010 |
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 |
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| August 10, 2010 |
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 |
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| August 10, 2010 |
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 |
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| July 20, 2010 |
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 |
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| June 8, 2010 |
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 |
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| May 6, 2010 |
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 |
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| May 6, 2010 |
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 |
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| May 6, 2010 |
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 |
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| 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 |
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| March 16, 2010 |
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 |
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| March 16, 2010 |
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 |
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| March 16, 2010 |
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 |
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| March 16, 2010 |
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 |
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| November 16, 2009 |
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 |
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| November 16, 2009 |
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 |
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| November 16, 2009 |
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 |
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| August 14, 2009 |
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 |
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| August 14, 2009 |
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 |
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| August 14, 2009 |
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 |
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| June 15, 2009 |
SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| June 5, 2009 |
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. |
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| June 5, 2009 |
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 |
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| May 14, 2009 |
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 |
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| May 14, 2009 |
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 |
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| May 14, 2009 |
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 |
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| March 31, 2009 |
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 ( |
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| March 31, 2009 |
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 |
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| March 31, 2009 |
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 |
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| March 31, 2009 |
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 |
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| March 31, 2009 |
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 |
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| March 31, 2009 |
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 |
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| November 14, 2008 |
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 |
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| November 14, 2008 |
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 |
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| November 14, 2008 |
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 |
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| November 14, 2008 |
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 |
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| 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 |
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| August 14, 2008 |
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 |
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| August 14, 2008 |
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 |
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| August 14, 2008 |
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 |
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| July 16, 2008 |
SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| May 12, 2008 |
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 |
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| March 31, 2008 |
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 |
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| March 31, 2008 |
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 |
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| November 14, 2007 |
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 |
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| November 14, 2007 |
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 |
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| November 14, 2007 |
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 |
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| August 16, 2007 |
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)) |
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| August 14, 2007 |
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 |
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| August 14, 2007 |
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 |
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| August 14, 2007 |
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 |
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| May 14, 2007 |
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 |
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| May 2, 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 |
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| May 2, 2007 |
As filed with the Securities and Exchange Commission on May 2, 2007 Registration No. |
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| March 30, 2007 |
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 |
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| March 30, 2007 |
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 |
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| March 28, 2007 |
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 |
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| March 28, 2007 |
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 |
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| March 28, 2007 |
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 |
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| March 28, 2007 |
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 |
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| March 28, 2007 |
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 |
