Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing

On February 8, 2023, the Board of Directors of Andrea Electronics Corporation (the "Company") approved the Company deregistering its common stock, par value $0.01 (the "Common Stock") under the Securities and Exchange Act of 1934, as amended (the "Exchange Act").

The Company intends to file with the Securities and Exchange Commission (the "SEC") a certification on Form 15 under the Exchange Act to request the termination of the registration of the Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as possible. Aside from the Company's obligation to file its Annual Report for the fiscal year ended December 31, 2022, such Form 15 filing will immediately suspend the Company's reporting obligations while certain other SEC rules will remain in effect for the Company for 90 days.

The Company is presently quoted and trades on the OTC Bulletin Board under the ticker symbol "ANDR". The Company expects its Common Stock to continue to be quoted and traded on the OTC Bulletin Board.

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