|
MELVILLE,
N.Y., June 7, 2004 -- Andrea Electronics Corporation (AND) announced
today that on June 4, 2004 it completed the second tranche of
capital financing, comprising 1,250,000 shares of Series D Preferred
Stock that are convertible into 5,000,000 shares of common stock
(an effective conversion price of $0.25 per share) and Warrants
exercisable for an aggregate of 2,500,000 shares of common stock,
for an aggregate purchase of $1,250,000. The Warrants associated
with the second tranche of financing are exercisable after December
4, 2004 and before June 4, 2009 at an exercise price of $0.17
per share. As previously reported on February 26, 2004, the
Company entered into a Securities Purchase Agreement on February
20, 2004 with third party investors, who now own the outstanding
shares of the Company's Series C Convertible Stock, and other
investors (collectively, the "Buyers"). On February
23, 2004, in the first tranche of capital financing, these Buyers
purchased for a purchase price of $1,250,000, 1,250,000 shares
of Series D Convertible Preferred Stock (the "Series D
Preferred Stock") that are convertible into 5,000,000 shares
of common stock (an effective conversion price of $0.25 per
share) and Warrants exercisable for an aggregate of 2,500,000
shares of common stock. The Warrants associated with the first
tranche of financing are exercisable after August 23, 2004 and
before February 23, 2009 at an exercise price of $0.38 per share.
In connection
with the Securities Purchase Agreement, the Company also entered
into a Registration Rights Agreement (shown as Exhibit 4.2
to the Form 8-K which was filed with the SEC on February 26,
2004), pursuant to which the Company has registered the common
stock issuable upon conversion of the Series D Preferred Stock
and exercise of the Warrants for resale by the purchasers
under the Securities Purchase Agreement.
"I
would like to take this opportunity to express our appreciation
not only to Andrea's stockholders for their approval of this
crucial financing but also to thank the new investors for
their continued support and commitment to the Company,"
stated Paul E. Donofrio, President and Chief Executive Officer.
"With the balance of this new financing now completed,
which ensures our continued operation through at least the
first quarter of 2005, our efforts will be even more focused
on enhancing our sales and marketing initiatives," Mr.
Donofrio concluded.
About Andrea Electronics
Andrea Electronics Corporation designs, develops and manufactures
audio technologies and equipment for enhancing applications
that require high performance and high quality voice input.
The Company's patented Digital Super Directional Array (DSDA®),
patent-pending Directional Finding and Tracking Array (DFTA®),
patented PureAudio®, and patented EchoStop(TM) far-field
microphone technologies enhance a wide range of audio products
to eliminate background noise and ensure the optimum performance
of voice applications. Visit Andrea Electronics' website at
www.AndreaElectronics.com
or call 1-800-442-7787.
This press release may contain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform
Act of 1995. The words "anticipates," "believes," "estimates,"
"expects," "intends," "plans," "seeks," variations of such
words, and similar expressions are intended to identify forward-looking
statements. These statements are not guarantees of future
performance and involve matters that are subject to certain
risks, uncertainties and assumptions that are difficult to
predict, including economic, competitive, governmental, technological
and other factors, that may affect the business and prospects
of Andrea Electronics Corporation (the "Company"). The Company
cautions investors about the following significant factors,
which, among others, have in some cases affected the Company's
actual results and are in the future likely to affect the
Company's actual results and could cause them to differ materially
from those expressed in any forward- looking statements: the
rate at which Andrea Anti-Noise, DSDA, DFTA and other Andrea
technologies are accepted in the marketplace; the competitiveness
of Andrea Anti-Noise, DSDA, DFTA and other Andrea products
in terms of technical specifications, quality, price, reliability
and service; the sufficiency of the Company's funds for research
and development, marketing and general and administrative
expenses; infringement and other disputes relating to patents
and other intellectual property rights held or licensed by
the Company or third parties; the Company's continuing ability
to enter and maintain collaborative relationships with other
manufacturers, software authoring and publishing companies,
and distributors; the emergence of new competitors in the
marketplace; the Company's ability to compete successfully
against established competitors with greater resources; the
uncertainty of future governmental regulation; the Company's
ability to obtain additional funds; and general economic conditions.
No assurance can be given that the Company will achieve any
material sales or profits from the products introduced in
this release. These and other similar factors are discussed
under the heading "Cautionary Statement Regarding Forward-looking
statements" included in the Management's Discussion and Analysis
of Financial Condition and Results of Operations in the Company's
Annual Report on Form 10-KSB and in the Company's Annual Report
to shareholders, and in documents subsequently filed by the
Company with the Securities and Exchange Commission.
AT ANDREA
ELECTRONICS CORPORATION
Corisa L. Guiffre
Chief Financial Officer
1-800-447-7787
|
