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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
