UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 March 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: 001-04324

 

              ANDREA ELECTRONICS CORPORATION            

(Exact name of registrant as specified in its charter)

 

                                 New York                                                        11-0482020                      
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)  
   
65 Orville Drive, Bohemia, New York     11716    
(Address of principal executive offices) (Zip Code)

 

                                 (631) 719-1800                                 

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x  No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer  o Accelerated filer  o
Non-accelerated filer    o Smaller reporting company x
(Do not check if a smaller reporting company)  

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o  No x

 

As of May 9, 2014, there were 63,721,035 shares of the registrant’s common stock outstanding.

 

 

EXPLANATORY NOTE

 

The sole purpose of this Amendment No. 1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014, filed with the Securities and Exchange Commission on May 15, 2014 (the “Form 10-Q”), is to file a revised, redacted version of Exhibit 1.1 to the Form 10-Q in response to comments received from the Staff of the Securities and Exchange Commission in connection with a confidential treatment request with respect to the Revenue Sharing and Note Purchase Agreement by and among Andrea Electronics Corporation and AND34 Funding LLC dated as of February 14, 2014.

 

No other changes have been made to the Form 10-Q.  This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

 

 

PART II. OTHER INFORMATION

 

Item 6. Exhibits

 

1.1 Revenue Sharing and Note Purchase Agreement by and among Andrea Electronics Corporation and AND34 Funding LLC dated as of February 14, 2014.*
   
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
   
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
   
32.0 Section 1350 Certification**
   
101.1 The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, formatted in XBRL: (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Operations; (iii) Condensed Consolidated Statements of Shareholders’ Equity; (iv) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to the Condensed Consolidated Financial Statements. **
 

 

*  Confidential treatment has been requested with respect to portions of this exhibit pursuant to Rule 24b-2 of the Exchange Act and these confidential portions have been redacted from the document filed as an exhibit to this report. A complete copy of this agreement, including the redacted terms, has been separately filed with the SEC.

**  Previously filed.

 

 

SIGNATURES

 

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

 

    ANDREA ELECTRONICS CORPORATION
     
     
     
Dated: December 30, 2014 By:                 /s/ Douglas. J. Andrea                                       
    Douglas J. Andrea
    Chairman of the Board, President, Chief Executive
    Officer and Corporate Secretary
    (principal executive officer)
     
     
     
     
Dated: December 30, 2014 By:                 /s/ Corisa. L. Guiffre                                            
    Corisa L. Guiffre
    Vice President, Chief Financial Officer and Assistant
    Corporate Secretary
    (principal accounting and financial officer)