Research Frontiers (REFR) raises $1.1M with shares and long-dated warrants

Rhea-AI Filing Summary

Research Frontiers Incorporated entered into subscription agreements with a group of private accredited investors on February 18, 2026. The investors purchased 1.1 million shares of common stock at $1.00 per share, providing the company with $1.1 million in proceeds.

For each share purchased, investors received one warrant expiring on February 28, 2031 to buy one additional share of common stock. The warrant exercise prices step up over time: $1.10 on or before February 28, 2027, $1.20 from March 1, 2027 through February 29, 2028, $1.30 from March 1, 2028 through February 28, 2029, and $1.50 after February 28, 2029 until expiration.

The shares and any shares issued upon future warrant exercises were sold in a private placement and are not registered, so they are subject to at least a six‑month holding period. Some investors include family members of a company director and the owner of a licensee for SPD‑SmartGlass products.

Insights

Capital markets analyst

Research Frontiers raises $1.1M via equity and attached warrants in a private placement.

Research Frontiers is raising fresh capital by selling 1.1 million common shares at $1.00 per share to accredited investors, bringing in $1.1 million in cash. Each share includes a long‑dated warrant, creating the possibility of additional capital inflows if exercised.

The warrants run to February 28, 2031 with tiered exercise prices from $1.10 up to $1.50. Actual warrant exercise will depend on future share price performance, so any additional proceeds are uncertain. Because the transaction is a private placement, the securities carry at least a six‑month holding period.

Some participants are related to a director and include a licensee owner for SPD‑SmartGlass products, indicating participation by parties already economically linked to the business. Future company filings may give more color on how this capital supports operations or growth initiatives.

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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): February 18, 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 1.01. Entry Into a Material Definitive Agreement

On February 18, 2026, the Company entered into subscription agreements with a group of private accredited investors, which included family members of a director of the Company, as well as the owner of a licensee of the Company licensed to produce SPD-SmartGlass products including SPD-SmartGlass products for the retrofit architectural glass market.

The investors purchased 1.1 million shares of common stock of the Company at a price of $1.00 per share (which represents the closing market price of the Company’s common stock on February 13, 2026 which was the date that the transaction was agreed to). The Company will receive $1.1 million in proceeds from the sale of common stock to the investors. For each share received, the investor also received one warrant (expiring on February 28, 2031) to purchase one share of common stock at an exercise price of $1.10 for warrant exercises occurring on or before February 28, 2027, $1.20 for warrant exercises occurring between March 1, 2027 through February 29, 2028, $1.30 for warrant exercises occurring between March 1, 2028 through February 28, 2029, and $1.50 for warrant exercises occurring after February 28, 2029 and prior to the expiration of the warrants.

The shares were issued to the investors in a private placement and, along with the shares issued in connection with the exercise of any warrants in the future, are not registered and therefore currently subject to at least a six month holding period by the investor. Research Frontiers is filing the related transaction documents as Exhibits 1.1 and 1.2 to this current report on Form 8-K.

This report may include statements that may constitute “forward-looking” statements as referenced in the Private Securities Litigation Reform Act of 1995. Those statements usually contain words such as “believe”, “estimate”, “project”, “intend”, “expect”, or similar expressions. Any forward-looking statements are made by the Company in good faith, pursuant to the safe-harbor provisions of the Act. These forward-looking statements reflect management’s current views and projections regarding economic conditions, industry environments and Company performance. Factors, which could significantly change results, include but are not limited to: sales performance, expense levels, competitive activity, interest rates, changes in the Company’s financial condition and several business factors. Additional information regarding these and other factors may be included in the Company’s quarterly 10-Q and 10K filings and other public documents, copies of which are available from the Company on request. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this report.

The information in this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

1.1		Form of Subscription Agreement
1.2		Form of Warrant Agreement.
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: February 18, 2026

FAQ

What financing transaction did REFR announce in this Form 8-K?

Research Frontiers completed a private placement of 1.1 million common shares at $1.00 per share. The transaction raises $1.1 million in cash and includes one long-dated warrant for each share sold, potentially adding more capital if exercised.

How much capital does Research Frontiers (REFR) receive from this private placement?

Research Frontiers receives $1.1 million in proceeds from selling 1.1 million common shares at $1.00 each. Additional cash could be generated later if investors exercise their attached warrants at stepped-up prices through February 28, 2031.

What are the warrant terms in REFR’s February 2026 financing?

Each share includes a warrant expiring February 28, 2031 to buy one share at $1.10 through February 28, 2027, $1.20 through February 29, 2028, $1.30 through February 28, 2029, and $1.50 thereafter until expiration.

Who participated in the Research Frontiers (REFR) private placement?

The investors are private accredited investors, including family members of a company director and the owner of a licensee producing SPD‑SmartGlass products. This indicates participation from parties already commercially and personally connected to Research Frontiers’ technology ecosystem.

Are the new REFR shares and warrant shares freely tradable immediately?

No. The common shares sold and any shares issued upon future warrant exercises were issued in a private placement. They are not registered and are subject to at least a six-month holding period before investors can resell them under securities rules.

What exhibits are included with Research Frontiers’ February 18, 2026 Form 8-K?

The filing includes a Form of Subscription Agreement as Exhibit 1.1 and a Form of Warrant Agreement as Exhibit 1.2. It also includes the Cover Page Interactive Data File as Exhibit 104, embedded within the Inline XBRL document.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-1.1 EX-1.1 68.5 KB
• EX-1.2 EX-1.2 40.3 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB