Item 8.01 Other Events

Andrea Electronics Corporation (the "Company") is deeply saddened to report that Gary A. Jones, an independent member of the Company's Board of Directors (the "Board"), passed away on October 12, 2020. Mr. Jones had served as a director of the Company since April 1996 and was chair of the Board's Nomination and Governance Committee and a member of the Board's Audit Committee and Compensation Committee at the time of his passing. Mr. Jones was a valued member of the Board and will be greatly missed.

In connection with the foregoing, the Board has appointed Louis Libin to serve as the Chair of the Nomination and Governance Committee, effective immediately.

The Board will not select a replacement for Mr. Jones prior to the 2020 Annual Meeting of Shareholders on November 12, 2020. The form of proxy card included in the original distribution of the Proxy Statement remains valid; however, any votes that are submitted with respect to Mr. Jones' nomination (either voting "For" or "Withhold") will be disregarded.

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