Research Frontiers faces Nasdaq listing deficiencies

Q: What Nasdaq listing rules did Research Frontiers (REFR) fail to satisfy?

Research Frontiers no longer satisfies Nasdaq’s $1.00 minimum bid price requirement under Listing Rule 5550(a)(2) and the $35 million Market Value of Listed Securities requirement under Listing Rule 5550(b)(2), based on 30 consecutive business days of trading data.

Q: Does the Nasdaq deficiency notice immediately affect trading in REFR stock?

The deficiency notices have no immediate effect on trading. Research Frontiers’ common stock continues to trade on The Nasdaq Capital Market under the symbol REFR while the company works within Nasdaq’s compliance period to remedy the bid price and market value shortfalls.

Q: How long does Research Frontiers (REFR) have to regain Nasdaq compliance?

Research Frontiers has 180 calendar days, until November 30, 2026, to regain compliance. It must achieve at least $1.00 bid price and $35 million market value of listed securities for a minimum of ten consecutive business days during this period.

Q: What must happen for REFR to regain Nasdaq’s minimum bid price requirement?

To regain compliance with Nasdaq’s $1.00 minimum bid price rule, Research Frontiers’ closing bid price must be at least $1.00 per share for a minimum of ten consecutive business days during the allowed compliance period set by Nasdaq.

Q: Is Research Frontiers planning a reverse stock split to fix its Nasdaq deficiencies?

The company states it does not currently intend to effect a reverse stock split to regain compliance. Its objective is to restore compliance through improved market valuation and bid-price performance, although there is no assurance this approach will succeed.

Research Frontiers Incorporated reported that Nasdaq has notified the company it no longer meets key continued listing standards for The Nasdaq Capital Market.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Research Frontiers Incorporated reported that Nasdaq has notified the company it no longer meets key continued listing standards for The Nasdaq Capital Market. The stock failed to maintain the $1.00 minimum bid price and the $35 million Market Value of Listed Securities thresholds over recent 30-day review periods.

The company has 180 calendar days, until November 30, 2026, to regain compliance by lifting its share price and market value for at least ten consecutive business days for each standard. Shares continue to trade under the symbol REFR, and the company currently does not plan a reverse stock split to cure the deficiencies.

Positive

None.

Negative

Nasdaq listing deficiencies: The company no longer meets Nasdaq’s $1.00 minimum bid price and $35 million Market Value of Listed Securities standards, creating a defined timeline and potential path toward delisting if compliance is not restored.

Insights

Nasdaq deficiency raises delisting risk if REFR cannot lift price and value.

Research Frontiers has fallen below Nasdaq’s $1.00 minimum bid price and $35 million Market Value of Listed Securities standards over separate 30-day periods. This triggers formal deficiency notices but does not immediately halt trading on The Nasdaq Capital Market.

The company has 180 calendar days, through November 30, 2026, to restore compliance by maintaining both the bid price and market value thresholds for at least ten consecutive business days. Management states it aims to do this via improved market valuation rather than a reverse stock split.

If compliance is not regained within the window, Nasdaq rules allow for additional review steps that can culminate in delisting. Future company performance and investor demand will largely determine whether the share price and market value recover sufficiently within the allowed period.

8-K Event Classification

2 items: 3.01, 9.01

2 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Minimum bid price requirement: $1.00 per share Market Value of Listed Securities requirement: $35 million MVLS Compliance period length: 180 calendar days +1 more

4 metrics

Minimum bid price requirement $1.00 per share Nasdaq Listing Rule 5550(a)(2) threshold for continued listing

Market Value of Listed Securities requirement $35 million MVLS Nasdaq Listing Rule 5550(b)(2) minimum for 30 consecutive business days

Compliance period length 180 calendar days Time allowed to regain bid price and MVLS compliance, until November 30, 2026

Consecutive days needed for compliance 10 business days Period each metric must meet or exceed its threshold during compliance window

Key Terms

Nasdaq Listing Rule 5550(a)(2), Market Value of Listed Securities, Nasdaq Listing Rule 5550(b)(2), continued listing standards, +1 more

5 terms

Nasdaq Listing Rule 5550(a)(2) regulatory

"the Company no longer satisfies the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2)"

Market Value of Listed Securities financial

"based upon Nasdaq’s review of the Company’s Market Value of Listed Securities (“MVLS”) for the 30 consecutive business days"

Market value of listed securities is the market value of the shares a company has listed on an exchange, calculated as the closing bid price multiplied by the number of listed shares. Exchanges use it as a continued-listing standard, so a company that stays under the required minimum receives a deficiency notice and is given a set period to recover before facing delisting.

Nasdaq Listing Rule 5550(b)(2) regulatory

"the Company no longer satisfies the $35 million minimum MVLS requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(b)(2)"

continued listing standards regulatory

"the Company does not currently meet the alternative continued listing standards under Nasdaq Listing Rules 5550(b)(1) and 5550(b)(3)"

Ongoing rules a stock exchange requires a listed company to meet to keep its shares trading publicly, such as minimum share price, market value, timely financial reports, and governance practices. Think of it as a membership checklist for a club: falling short can lead to warnings or removal from the exchange, which can sharply reduce liquidity, investor confidence, and a stock’s value. Investors watch these standards to gauge regulatory risk and the stability of their holdings.

reverse stock split financial

"the Company does not currently intend to effect a reverse stock split for the purpose of regaining compliance"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

FAQ

What Nasdaq listing rules did Research Frontiers (REFR) fail to satisfy?

Research Frontiers no longer satisfies Nasdaq’s $1.00 minimum bid price requirement under Listing Rule 5550(a)(2) and the $35 million Market Value of Listed Securities requirement under Listing Rule 5550(b)(2), based on 30 consecutive business days of trading data.

Does the Nasdaq deficiency notice immediately affect trading in REFR stock?

The deficiency notices have no immediate effect on trading. Research Frontiers’ common stock continues to trade on The Nasdaq Capital Market under the symbol REFR while the company works within Nasdaq’s compliance period to remedy the bid price and market value shortfalls.

How long does Research Frontiers (REFR) have to regain Nasdaq compliance?

Research Frontiers has 180 calendar days, until November 30, 2026, to regain compliance. It must achieve at least $1.00 bid price and $35 million market value of listed securities for a minimum of ten consecutive business days during this period.

What must happen for REFR to regain Nasdaq’s minimum bid price requirement?

To regain compliance with Nasdaq’s $1.00 minimum bid price rule, Research Frontiers’ closing bid price must be at least $1.00 per share for a minimum of ten consecutive business days during the allowed compliance period set by Nasdaq.

How can Research Frontiers (REFR) regain the Market Value of Listed Securities requirement?

To meet Nasdaq’s Market Value of Listed Securities requirement, Research Frontiers’ MVLS must be at least $35 million for a minimum of ten consecutive business days within the 180-day window, as reviewed under Nasdaq Listing Rule 5550(b)(2).

Is Research Frontiers planning a reverse stock split to fix its Nasdaq deficiencies?

The company states it does not currently intend to effect a reverse stock split to regain compliance. Its objective is to restore compliance through improved market valuation and bid-price performance, although there is no assurance this approach will succeed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/05/2026 - 05:00 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 2, 2026

RESEARCH FRONTIERS INCORPORATED

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

delaware	000-14893	11-2103466
(STATE OR OTHER JURISDICTION	(COMMISSION	(IRS EMPLOYER
OF INCORPORATION)	FILE NUMBER)	IDENTIFICATION NO.)

240 CROSSWAYS PARK DRIVE

WOODBURY, new york 11797-2033

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (516) 364-1902

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) [240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act

Title of each Class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		REFR		The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 2, 2026, Research Frontiers Incorporated (the “Company”) received two deficiency notification letters from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”).

The first notification letter advised the Company that, based upon the closing bid price of the Company’s common stock for the 30 consecutive business days from April 15, 2026 to June 1, 2026, the Company no longer satisfies the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2).

The second notification letter advised the Company that, based upon Nasdaq’s review of the Company’s Market Value of Listed Securities (“MVLS”) for the 30 consecutive business days from April 20, 2026 to June 1, 2026, the Company no longer satisfies the $35 million minimum MVLS requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(b)(2). The notification letter also noted that the Company does not currently meet the alternative continued listing standards under Nasdaq Listing Rules 5550(b)(1) and 5550(b)(3), relating to minimum stockholders’ equity and net income from continuing operations, respectively.

The Nasdaq notifications have no immediate effect on the listing or trading of the Company’s common stock, which will continue to trade on The Nasdaq Capital Market under the symbol “REFR.”

In accordance with Nasdaq Listing Rules 5810(c)(3)(A) and 5810(c)(3)(C), the Company has been provided 180 calendar days, or until November 30, 2026, to regain compliance with the minimum bid price requirement and the MVLS requirement, respectively.

To regain compliance with the minimum bid price requirement, the closing bid price of the Company’s common stock must be at least $1.00 per share for a minimum of ten consecutive business days during the compliance period, unless Nasdaq exercises its discretion to require a longer period as permitted under its rules.

To regain compliance with the MVLS requirement, the Company’s MVLS must close at $35 million or more for a minimum of ten consecutive business days during the compliance period, unless Nasdaq exercises its discretion to require a longer period as permitted under its rules.

The Company intends to monitor the closing bid price of its common stock and its MVLS and will consider available options to regain compliance with the applicable Nasdaq continued listing requirements. The Company’s objective is to regain compliance through improved market valuation and bid-price performance, and the Company does not currently intend to effect a reverse stock split for the purpose of regaining compliance. However, there can be no assurance that the Company will regain compliance with either requirement within the applicable compliance period, or at all, or that the Company will otherwise remain in compliance with the other Nasdaq continued listing standards.

Item 9.01. Financial Statements and Exhibits.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

	RESEARCH FRONTIERS INCORPORATED

		/s/ Joseph M. Harary
	By:	Joseph M. Harary
	Title:	President and CEO
Dated: June 5, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

Research Frontiers faces Nasdaq listing deficiencies