Research Frontiers Inc. filings document the company’s public-company governance, Nasdaq-listed common stock and capital-raising activity tied to its SPD-SmartGlass licensing business. Proxy materials cover annual meeting matters such as director elections and auditor ratification.
Material-event filings describe definitive agreements, private placements of common stock, warrant terms, related-party participation and officer changes. The filing record also identifies Research Frontiers as the developer and licensor of SPD-SmartGlass technology, with disclosures connected to automotive, architectural, museum and aerospace applications supplied through licensed partners.
Research Frontiers Incorporated reported a sharp revenue decline and wider loss for the quarter ended March 31, 2026. Fee income fell to $136,319 from $559,776 a year earlier, mainly because upfront fees from a 2025 license agreement did not repeat.
Operating expenses decreased to $521,382 and research and development spending to $145,350, but the lower revenue drove a larger net loss of $525,365 (versus $177,687). Cash and cash equivalents were $1.28 million, working capital about $1.7 million, and shareholders’ equity about $1.8 million as of March 31, 2026.
The company raised $1.375 million from sales of common stock and warrants during the quarter, including a $1.1 million private placement to accredited investors tied to a director’s family and a licensee. Management states existing resources should fund operations for at least 12 months, but recurring losses and an accumulated deficit of roughly $128.1 million mean further equity funding may be needed if royalties from automotive and architectural licensees do not grow as expected.
Research Frontiers Incorporated is asking stockholders to vote at its June 11, 2026 annual meeting on director elections, auditor ratification, and executive pay matters. Stockholders will elect one Class III director, ratify CohnReznick LLP as independent registered public accountants for 2026, and cast a non-binding advisory vote on executive compensation. They will also give an advisory preference on how often future say-on-pay votes should occur, with the Board recommending a three-year cycle. As of April 17, 2026, 34,748,221 common shares were outstanding and entitled to one vote each. The proxy also details board structure, committee roles, director independence, compensation philosophy, CEO pay benchmarking and option grants, and significant licensing relationships with Gauzy Ltd. and its subsidiary Vision Systems.
Research Frontiers Incorporated filed an amendment to its annual report to add its Executive Compensation Recovery (Clawback) Policy as a new exhibit. The policy, effective as of October 2, 2023, was adopted in accordance with SEC Rule 10D-1 and NASDAQ Listing Rule 5608 and is filed as Exhibit 97.
The company states it is not aware of any event that would trigger application of this clawback policy and makes no other changes to its prior annual report disclosures. As of June 30, 2025, the aggregate market value of non-affiliate common equity was $47,011,960 based on a closing price of $1.64, and on March 19, 2026 there were 34,748,221 shares of common stock outstanding.
Research Frontiers Incorporated develops and licenses SPD-Smart light-control technology used in electronically dimmable glass for automotive, aerospace, architectural, marine and other applications. The company earns revenue mainly from license fees and royalties rather than manufacturing finished products.
For the year ended December 31, 2025, fee income was $1,121,248, down from $1,335,531 in 2024, largely due to lower automotive and aircraft royalties and the bankruptcy of a European automotive licensee supplying Ferrari, which temporarily affected royalty recognition. Operating expenses rose to $2,644,684 from $2,207,397, driven by higher credit loss expense, director stock-based compensation, marketing, film purchases and professional fees. Research and development spending increased modestly to $608,732.
The company reported a net loss of $2,045,584 (or $0.06 per share) in 2025, compared with a net loss of $1,311,382 (or $0.04 per share) in 2024, and had an accumulated deficit of $127.6 million as of December 31, 2025. Cash and cash equivalents were about $0.7 million, working capital was $0.8 million, and shareholders’ equity was $0.9 million.
In February 2026, the company raised $1.1 million by issuing 1.1 million common shares at $1.00 per share, together with five-year warrants with step-up exercise prices. Management believes existing cash and working capital, together with expected royalty growth, are sufficient for the foreseeable future but notes continued operating losses, dependence on a single core technology, reliance on a small number of major licensees, and a single commercial SPD film producer as key risks.
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.
Research Frontiers (REFR) reported Q3 2025 results. Fee income was $359,444, up slightly year over year, while operating loss was $303,944 and net loss was $298,508 for the quarter. For the first nine months of 2025, fee income totaled $1,049,125 compared with $1,157,380 a year ago, and net loss widened to $1,280,021.
Cash and cash equivalents were $1,130,390, with working capital of about $1.4 million and shareholders’ equity of about $1.5 million as of September 30, 2025. The company continues to generate revenue primarily from automotive licensees and recognizes royalties under ASC 606.
Management disclosed that two significant European licensees and an affiliate filed for bankruptcy during the quarter; these parties represented approximately 44% of year-to-date revenue, though Ferrari-related SPD-SmartGlass production has transitioned to another existing European licensee.
Research Frontiers Inc. reported that longtime executive Michael R. LaPointe, Vice President – Aerospace Products, has retired from the company effective September 15, 2025.
LaPointe has worked with the company for over 30 years, holding senior roles including Vice President – Marketing and Vice President – Aerospace Products, and is credited with helping commercialize its SPD-SmartGlass technology across architectural, automotive, museum, and aerospace markets.
Under his leadership, SPD-Smart electronically dimmable windows gained adoption with major aerospace names, including Airbus, Airbus Helicopters, Honda Aircraft, Textron Beechcraft, Epic Aircraft, Daher, Dassault, multiple helicopter and aircraft programs, an airline retrofit program, and more than 40 aftermarket aircraft models.