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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Amendment
No. 1 to
FORM
10-K/A
☒ANNUAL
REPORT PURSUANT TO SECTION 13 or 15(d) of
☐THE
SECURITIES AND EXCHANGE ACT OF 1934
| For
the fiscal year ended December 31, 2025 |
|
Commission
File Number 000-14893 |
RESEARCH
FRONTIERS INCORPORATED
(Exact
name of registrant as specified in its charter)
| delaware |
|
11-2103466 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
| 240
CROSSWAYS PARK DRIVE |
|
|
| WOODBURY,
new york |
|
11797-2033 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code (516) 364-1902
| Securities
registered pursuant to Section 12(b) of the Act: |
|
|
| |
|
|
| Title
of Class |
|
Name
of Exchange on
Which Registered |
| Common
Stock, $0.0001 Par Value |
|
The NASDAQ
Stock Market |
| |
|
REFR |
Securities
registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 ☒ No ☐
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 ☒ No ☐
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. ☒
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large
accelerated filer ☐ |
|
Accelerated
filer ☐ |
|
Non-accelerated
filer ☐ |
| Smaller
reporting company ☒ |
Emerging
growth company ☐ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared its audit report. ☐
If
the securities registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to Section 240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2025 (the last
business day of the registrant’s most recently completed second fiscal quarter), computed based on the closing sale price of $1.64
was $47,011,960. In making this computation, all direct and indirect shares known to be owned by directors and executive officers of
the Company and all direct and indirect shares known to be owned by other persons holding in excess of 5% of the Company’s common
stock have been deemed held by “affiliates” of the Company, and awards of restricted stock subject to vesting are assumed
to have been fully issued and outstanding. Nothing herein shall prejudice the right of the Company or any such person to deny that any
such director, executive officer, or stockholder is an “affiliate.”
On
March 19, 2026, the registrant had 34,748,221 shares of Common Stock outstanding.
EXPLANATORY
NOTE
This
Amendment No. 1 on Form 10-K/A (this “Amendment”) is being filed by Research Frontiers Incorporated (the “Company”)
to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, originally filed with the Securities and Exchange
Commission (“SEC”) on March 5, 2025 (the “Original Filing”).
This
Amendment is being filed solely to include the Company’s Executive Compensation Recovery (Clawback) Policy, adopted in accordance
with SEC Rule 10D-1 and NASDAQ Listing Rule 5608, which was inadvertently omitted from the Original Filing. The policy is filed as Exhibit
97 to this Amendment.
No
other changes have been made to the Original Filing. The Company is not aware of any event that would trigger the application of the
Executive Compensation recovery (Clawback) Policy. This Amendment does not reflect events occurring after the filing of the Original
Filing and does not modify or update the disclosures therein in any way, other than as specifically set forth herein.
PART
IV
ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The
following exhibit is filed as part of this Amendment No. 1 to the Company’s Annual Report on Form 10-K:
Exhibit
97 – Executive Compensation Recovery (Clawback) Policy effective as of October 2, 2023. (filed herewith)
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) 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.
| |
RESEARCH
FRONTIERS INCORPORATED |
| |
(Registrant) |
| |
|
| |
/s/
Joseph M. Harary |
| |
Joseph
M. Harary, President, CEO and Acting Interim CFO |
| |
(Principal
Executive Officer and Principal Financial and Accounting Officer) |
Dated:
March 19, 2026
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
| Signature |
|
Position |
|
Date |
| /s/
Darryl Daigle |
|
Director |
March
19, 2026 |
| Darryl
Daigle |
|
|
|
|
| |
|
|
|
|
| /s/
Joseph M. Harary |
|
Director,
President, CEO and Acting Interim CFO |
March
19, 2026 |
| Joseph
M. Harary |
|
|
|
|
| |
|
|
|
|
| /s/
Alexander Kaganowicz |
|
Director |
March
19, 2026 |
| Alexander
Kaganowicz |
|
|
|
|
| |
|
|
|
|
| /s/
Eyal Peso |
|
Director |
March
19, 2026 |
| Eyal
Peso |
|
|
|
|
