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



oTRANSITION
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)         
|                         |     |                                                      



---