UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,D.C. 20549
FORM
Forthe quarter ended
OR
CommissionFile Number
(Exactname of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’stelephone number, including area code
Securitiesregistered 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 |
Securitiesregistered pursuant to Section 12(g) of the Act: None
Indicateby check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicateby check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicateby check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct 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.
Indicateby check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted and posted pursuantto Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantwas required to submit and post such files).
Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting companyor an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller reporting company | Emerging growth company |
Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
Securitiesregistered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Indicatethe number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of August7, 2025, there were outstanding shares of Common Stock, par value $ per share.
| 2 |
RESEARCHFRONTIERS INCORPORATED
CondensedConsolidated Balance Sheets
| June 30, 2025 (Unaudited) | December 31, 2024 (See Note 1) | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Royalties receivable, net of reserves of $ | ||||||||
| 2025 and $ | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Fixed assets, net | ||||||||
| Operating lease ROU assets | ||||||||
| Deposits and other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Shareholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Current portion of operating lease liability | $ | $ | ||||||
| Accounts payable | ||||||||
| Accrued expenses | ||||||||
| Deferred revenue | ||||||||
| Total current liabilities | ||||||||
| Operating lease liability, net of current portion | ||||||||
| Total liabilities | ||||||||
| Shareholders’ equity: | ||||||||
| Common stock, par value $ per share; authorized shares, issued and outstanding in 2025 and 2024, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
Seeaccompanying notes to condensed consolidated financial statements.
| 3 |
RESEARCHFRONTIERS INCORPORATED
CondensedConsolidated Statements of Operations
(Unaudited)
| Six months ended June 30, | Three months ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Fee income | $ | $ | $ | $ | ||||||||||||
| Operating expenses | ||||||||||||||||
| Research and development | ||||||||||||||||
| Total expenses | ||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net interest income | ||||||||||||||||
| Other income | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted net loss per common share | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average number of common shares outstanding | ||||||||||||||||
Seeaccompanying notes to condensed consolidated financial statements.
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RESEARCHFRONTIERS INCORPORATED
CondensedConsolidated Statements of Shareholders’ Equity
(Unaudited)
Forthe six months ended June 30, 2025 and 2024
| Common Stock | Additional Paid-in | Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| Balance, January 1, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Exercise of options | ||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Balance, January 1, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Share-based compensation | - | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
Forthe three months ended June 30, 2025 and 2024
| Common Stock | Additional Paid-in | Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Share-based compensation | - | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
Seeaccompanying notes to condensed consolidated financial statements.
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RESEARCHFRONTIERS INCORPORATED
CondensedConsolidated Statements of Cash Flows
(Unaudited)
| Six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Share-based compensation | ||||||||
| Credit loss expense | ||||||||
| ROU asset amortization | ||||||||
| Change in assets and liabilities: | ||||||||
| Royalty receivables | ( | ) | ( | ) | ||||
| Prepaid expenses and other assets | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Deferred revenue | ||||||||
| Operating lease liability | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchases of fixed assets | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Net proceeds from exercise of options | ||||||||
| Net cash provided by financing activities | ||||||||
| Net decrease in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents at beginning of year | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
Seeaccompanying notes to condensed consolidated financial statements.
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RESEARCHFRONTIERS INCORPORATED
Notesto Condensed Consolidated Financial Statements
June30, 2025
(Unaudited)
Note1. Basis of Presentation
Theaccompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accountingprinciples (“GAAP”) for interim financial information and with the instructions to Rule 8-03 of Regulation S-X. Accordingly,they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management,all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature.Operating results for the three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expectedfor the fiscal year ending December 31, 2025. The condensed consolidated balance sheet as of December 31, 2024 has been derived fromthe audited consolidated financial statements as of that date. For further information, refer to the consolidated financial statementsand footnotes thereto included in the Annual Report on Form 10-K relating to Research Frontiers Incorporated for the fiscal year endedDecember 31, 2024.
Note2. Business
ResearchFrontiers Incorporated (“Research Frontiers” or the “Company”) operates in a single business segment which isengaged in the development and marketing of technology and devices to control the flow of light. Such devices, often referred to as “lightvalves” or suspended particle devices (“SPDs”), use colloidal particles that are either incorporated within a liquidsuspension or a film, which is usually enclosed between two sheets of glass or plastic having transparent, electrically conductive coatingson the facing surfaces thereof. At least one of the two sheets is transparent. SPD technology, made possible by a flexible light-controlfilm invented by Research Frontiers, allows the user to instantly and precisely control the shading of glass/plastic manually or automatically.SPD technology has numerous product applications, including SPD-Smart™ windows, sunshades, skylights and interior partitions forhomes and buildings; automotive windows, sunroofs, sun visors, sunshades, rear-view mirrors, instrument panels and navigation systems;aircraft windows; museum display panels; eyewear products; and flat panel displays for electronic products. SPD-Smart light control filmis now being developed for, or used in, architectural, automotive, marine, aerospace and appliance applications.
TheCompany has primarily utilized its cash, cash equivalents, and investments generated from sales of our common stock, proceeds from theexercise of options and warrants, and royalty fees collected to fund its research and development of SPD light valves, for marketinginitiatives, and for other working capital purposes. The Company’s working capital and capital requirements depend upon numerousfactors, including the results of research and development activities, competitive and technological developments, the timing and costof patent filings, and the development of new licensees and changes in the Company’s relationships with its existing licensees.The degree of dependence of the Company’s working capital requirements on each of the foregoing factors cannot be quantified; increasedresearch and development activities and related costs would increase such requirements; the addition of new licensees may provide additionalworking capital or working capital requirements; and changes in relationships with existing licensees would have a favorable or negativeimpact depending upon the nature of such changes. We have incurred recurring losses since inception and expect to continue to incur lossesas a result of costs and expenses related to our research and continued development of our SPD technology and our corporate general andadministrative expenses. Our capital requirements and operations to date have been substantially funded through sales of our common stock,exercise of options and warrants and royalty fees collected. As of June 30, 2025, we had working capital of approximately $
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Inthe event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be requiredto delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverseeffect on our business, operating results, financial condition and long-term prospects. The Company may seek to obtain additional fundingthrough future equity issuances. There can be no assurance as to the availability or terms upon which such financing and capital mightbe available. The eventual success of the Company and generation of positive cash flow will be dependent upon the commercialization ofproducts using the Company’s technology by the Company’s licensees and payments of continuing royalties on account thereof.
Note3. Segment Information
TheCompany operates as a single operating segment which is engaged in the development and marketing of technology and devices tocontrol the flow of light (as described in Note 2). The Company develops and licenses our patented suspended particle device(“SPD-Smart”) light-control technology to other companies that manufacture and/or market the: (i) SPD-Smart chemicalemulsion, (ii) light-control film made from the chemical emulsion, (iii) the light-control panels made by laminating the film, (iv)electronics to power end-products incorporating the film, or (v) lamination services for and the end-products themselves such as“smart” windows, skylights and sunroofs. The Company currently has over 40 licensees that, in the aggregate, arelicensed to primarily serve five major SPD-Smart application areas (aerospace, architectural, automotive, marine and displayproducts) in every country of the world. The Company derives revenue from licensees in North America, Europe and Asia. TheCompany’s Chief Operating Decision Maker (“CODM”) reviews revenue and consolidated net operating loss as a totaland not by industry of licensees, and the royalty rates that we charge our licensees are consistent when measuring theCompany’s profitability and allocating resources across geographical location and by industry. The Company does not haveintra-entity sales or transfers. The Company’s long-lived assets consist of property and equipment and operating leaseright-of-use assets (“ROU”), all of which are located in the United States. During the six month periods ended June 30,2025 and 2024,
TheCODM is the Company’s Chief Executive Officer and acting Chief Financial Officer. The CODM assesses performance for the singleoperating segment and decides how to allocate resources based on consolidated net operating loss that is also reported on the Company’scondensed consolidated statements of operations.
Consolidatednet operating loss is used by the Company’s CODM to monitor budget versus actual results; conducting this monitoring on at leasta quarterly basis as a part of the Company’s quarterly 10-Q and annual 10-K filing processes. Included in the review process isa detailed review and discussion related to the Company’s Management’s Discussion and Analysis. In addition, meetings ofthe Company’s Audit Committee are also held at least quarterly and those meetings include a review of consolidated operating results.
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Thefollowing table illustrates the information about the Company’s single reportable segment, which the Company’s CODM regularlyevaluates in addition to the information already presented on the Company’s condensed consolidated statements of operations andidentifies expense items exceeding the Company’s significant expense thresholds described above:
| Six months ended June 30, | Three months ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Operating Expenses: | ||||||||||||||||
| Employee compensation | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Directors fees and expenses | ||||||||||||||||
| Marketing and investor relations | ||||||||||||||||
| Insurance** | ||||||||||||||||
| Occupancy costs | ||||||||||||||||
| Credit loss expense | ||||||||||||||||
| Patent costs | ||||||||||||||||
| Stock listing fees | ||||||||||||||||
| Legal fees | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Other operating expenses* | ||||||||||||||||
| Research and Development Expenses: | ||||||||||||||||
| Employee compensation | ||||||||||||||||
| Insurance** | ||||||||||||||||
| Occupancy costs | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Other research and development costs | ||||||||||||||||
| Operating Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| * | |
| ** |
Note4. Patent Costs
TheCompany expenses costs relating to the development, acquisition or enforcement of patents due to the uncertainty of the recoverabilityof these items.
Note5. Revenue Recognition
TheCompany recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts withCustomers (Topic 606). The standard provides a single comprehensive revenue recognition model for all contracts with customers andsupersedes existing revenue recognition guidance. The revenue standard contains principles that an entity will apply to determine themeasurement of revenue and timing of when it is recognized. The underlying principle is that an entity will recognize revenue to depictthe transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods orservices.
ASC606 follows a five-step approach to determining revenue recognition including: 1) Identification of the contract; 2) Identification ofthe performance obligations; 3) Determination of the transaction price; 4) Allocation of the transaction price; and 5) Recognition ofrevenue.
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TheCompany determined that its license agreements provide for three performance obligations which include: (i) the Grant of Use to its PatentPortfolio (“Grant of Use”), (ii) Stand-Ready Technical Support (“Technical Support”) including the transfer oftrade secrets and other know-how, production of materials, scale-up support, analytical testing, etc., and (iii) access to new IntellectualProperty (“IP”) that may be developed sometime during the course of the contract period (“New Improvements”).Given the nature of IP development, such New Improvements are on an unspecified basis and can occur and be made available to licenseesat any time during the contract period.
Whena contract includes more than one performance obligation, the Company needs to allocate the total consideration to each performance obligationbased on its relative standalone selling price or estimate the standalone selling price if it is not observable. A standalone sellingprice is not available for our performance obligations since we do not sell any of the services separately and there is no competitorpricing that is available. As a consequence, the best method for determining the standalone selling price of our Grant of Use performanceobligation is through a comparison of the average royalty rate for comparable license agreements as compared to our license agreements.Comparable license agreements must consider several factors including: (i) the materials that are being licensed, (ii) the market applicationfor the licensed materials, and (iii) the financial terms in the license agreements that can increase or decrease the risk/reward natureof the agreement.
Basedon the royalty rate comparison referred to above, any pricing above and beyond the average royalty rate would relate to the TechnicalSupport and New Improvements performance obligations. The Company focuses a significant portion of its time and resources to providethe Technical Support and New Improvements services to its licensees which further supports the conclusions reached using the royaltyrate analysis.
TheTechnical Support and New Improvements performance obligations are co-terminus over the term of the license agreement. For purposes ofdetermining the transaction price, and recognizing revenue, the Company combined the Technical Support and New Improvements performanceobligations because they have the same pattern of transfer and the same term. We maintain a staff of scientists and other professionalswhose primary job responsibilities throughout the year are: (i) being available to respond to Technical Support needs of our licensees,and (ii) developing improvements to our technology which are offered to our licensees as New Improvements. Since the costs incurred tosatisfy the Technical Support and New Improvements performance obligations are incurred evenly throughout the year, the value of theTechnical Support and New Improvements services are recognized throughout the initial contract period as these performance obligationsare satisfied. If the agreement is not terminated at the end of the initial contract period, it will automatically renew on the sameterms as the initial contract for a one-year period. Consequently, any fees or minimum annual royalty obligations relating to this renewalcontract will be allocated similarly to the initial contract over the additional one-year period.
Werecognize revenue when or as the performance obligations in the contract are satisfied. For performance obligations that are fulfilledat a point in time, revenue is recognized at the fulfillment of the performance obligation. Since the IP is determined to be a functionallicense, the value of the Grant of Use is recognized in the first period of the contract term in which the license agreement is in force.The value of the Technical Support and New Improvements obligations is allocated throughout the contract period based on the satisfactionof its performance obligations. If the agreement is not terminated at the end of the contract period, it will renew on the same termsas the original agreement for a one-year period. Consequently, any fees or minimum annual royalties (“MAR”) relating to thisrenewal contract will be allocated similarly over that additional year.
TheCompany’s license agreements have a variable royalty fee structure (meaning that royalties are a fixed percentage of sales thatvary from period to period) and frequently include a minimum annual royalty commitment. In instances when sales of licensed productsby its licensees exceed the MAR, the Company recognizes fee income as the amounts have been earned. Typically, the royalty rate for suchsales is
Becauseof the immediate recognition of the Grant of Use performance obligation: (i) the first period of the contract term will generally havea higher percent allocation of the transaction price under ASC 606, and (ii) the remaining periods in the year will have less of thetransaction price recognized under ASC 606. After the initial period in the contract term, the revenue for the remaining periods willbe based on the satisfaction of the Technical Support and New Improvements obligations.
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Asof June 30, 2025, the Company had $
Certainof the contract fees are accrued by, or paid to, the Company in advance of the period in which they are earned resulting in deferredrevenue (contract liabilities). Such excess amounts are recorded as deferred revenue and are recognized as revenue in future periodsas earned. Contract assets represent unbilled receivables and are presented within accounts receivable, net on the condensed consolidatedbalance sheets.
TheCompany operates in a single business segment which is engaged in the development and marketing of technology and devices to controlthe flow of light. Our revenue source comes from the licensing of this technology and all of these license agreements have similar termsand provisions. The majority of the Company’s licensing fee income comes from the activities of several licensees participatingin the automotive market. The Company currently believes that the automotive market will be the largest source of its royalty incomeover the next several years. The Company’s royalty income from this market may be influenced by numerous factors including varioustrends affecting demand in the automotive industry and the rate of introduction of new technology in OEM product lines. In addition tothese macro factors, the Company’s royalty income from the automotive market could also be influenced by specific factors suchas whether the Company’s SPD-SmartGlass technology appears as standard equipment or as an option on a particular vehicle, the numberof additional vehicle models that SPD-SmartGlass appears on, the size of each window on a vehicle and the number of windows on a vehiclethat use SPD-SmartGlass, fluctuations in the total number of vehicles produced by a manufacturer, and in the percentage of cars withineach model produced with SPD-SmartGlass, and changes in pricing or exchange rates.
Note6. Fee Income
Feeincome represents amounts earned by the Company under various license and other agreements relating to technology developed by the Company.
Duringthe first six months of 2025, four licensees accounted for 10% or more of fee income of the Company; these licensees accounted for approximately
Duringthe three months June 30, 2025, three licensees accounted for 10% or more of fee income of the Company; these licensees accountedfor approximately
Subsequent to June 30, 2025, the Company was notifiedthat one of its significant European licensees filed for bankruptcy. This licensee accounted for approximately
Note7. Income Taxes
Sinceinception, the Company has incurred losses from operations and as a result has not recorded income tax expense. Benefits related to netoperating loss carryforwards and other deferred tax items have been fully reserved since it was more likely than not that the Companywould not achieve profitable operations and be able to utilize the benefit of the net operating loss carryforwards.
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Basicnet loss per share excludes any dilution. It is based upon the weighted average number of common shares outstanding during the period.Dilutive net loss per share reflects the potential dilution that would occur if securities or other contracts to issue common stock wereexercised or converted into common stock. The Company’s dilutive loss per share equals basic loss per share for the periods endedJune 30, 2025 and 2024, respectively, because all common stock equivalents (i.e., options and warrants) were antidilutive in thoseperiods. The number of options and warrants that were not included (because their effect is antidilutive) were and for the periods ended June 30, 2025 and 2024, respectively.
Note9. Equity
Duringthe six months ended June 30, 2024, the Company received proceeds of $
OnSeptember 16, 2022, the Company entered into subscription agreements from a group of private accredited investors to sell them millionshares of common stock of the Company at a price of $ per share (which represented the closing market price of the Company’scommon stock on September 14, 2022 which was the date that the transaction was agreed to). As of December 31, 2022, the Company received$
Theshares were issued to the investors in a private placement and, along with the shares issued in connection with the exercise of any warrantsin the future, are not registered and therefore currently subject to at least a six-month holding period by the investor.
InDecember 2024, the Board of Directors approved stock options under the Company’s 2019 Equity Incentive Plan which weregranted upon shareholder approval at the annual meeting of shareholders held in June 2025. These options became fully vested upon grantand the Company recorded share-based compensation of $ during the six months ended June 30, 2025. No options were granted duringthe six months ended June 30, 2024.
| 2025 | ||||
| Fair value on grant date | $ | |||
| Expected dividend yield | ||||
| Expected volatility | % | |||
| Risk free interest rate | % | |||
| Expected term of the option | years | |||
Asof June 30, 2025, there were
Note10. Leases
TheCompany determines if an arrangement is a lease at its inception. This determination generally depends on whether the arrangement conveysthe right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration.Control of an underlying asset is conveyed if the Company obtains the rights to direct the use of, and to obtain substantially all ofthe economic benefits from the use of, the underlying asset. Lease expense for variable leases and short-term leases is recognized whenthe obligation is incurred.
TheCompany has an operating lease for its facility, which was amended and extended in 2024, with a remaining lease term of
| 12 |
Maturitiesof operating lease liabilities as of June 30, 2025 were as follows:
| June 30, 2025 | ||||
| Year 1 | $ | |||
| Years 2-3 | ||||
| Years 4-5 | ||||
| Thereafter | ||||
| Total lease payments | ||||
| Less: Imputed lease interest | ( | ) | ||
| Present value of lease liabilities | ||||
| Less: Current portion of operating lease liability | ( | ) | ||
| Operating lease liability, net of current portion | $ | |||
Note11. Related Party
EffectiveJune 4, 2023, the Chairman and CEO of Gauzy, Ltd., one of the Company’s licensees, joined the Board of the Company. Gauzy’slicense agreement has been in effect since September 17, 2017 and provides for minimum annual royalties and earned royalties relatingto sales of SPD-SmartGlass architectural window products. Because the Company collects a
Note12. Other Income
Duringthe six months ended June 30, 2025, the Company received $
| 13 |
Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
CriticalAccounting Policies and Estimates
Thefollowing accounting estimates are important to understanding our financial condition and results of operations and should be read asan integral part of the discussion and analysis of the results of our operations and financial position.
Thepreparation of financial statements in conformity with accounting principles generally accepted in the United States of America requiresus to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilitiesat the date of the financial statements, and reported amounts of revenues and expenses during the reporting periods. Actual results coulddiffer from these estimates.
TheCompany recognizes revenue in accordance with ASC 606, “Revenue from Contracts with Customers”. The Company determinedthat its license agreements provide for three performance obligations: (i) Grant of Use, (ii) Technical Support, and (iii) New Improvements.
Thebest method for determining the standalone selling price of our Grant of Use performance obligation is through a comparison of the averageroyalty rate for comparable license agreements as compared to our license agreements. Based on the royalty rate comparison referred toabove, any pricing above and beyond the average royalty rate would relate to the Technical Support and New Improvements performance obligations.
Werecognize revenue when or as the performance obligations in the contract are satisfied. For performance obligations that are fulfilledat a point in time, revenue is recognized at the fulfillment of the performance obligation. Since the IP is determined to be a functionallicense, the value of the Grant of Use is recognized in the first period of the contract term in which the license agreement is in force.Since the costs incurred to satisfy the Technical Support and New Improvements performance obligations are incurred evenly throughoutthe year, the value of the Technical Support and New Improvements services are recognized throughout the contract period as these performanceobligations are satisfied.
TheCompany has entered into license agreements covering products using the Company’s SPD technology. When royalties from the salesof licensed products by a licensee exceed its contractual minimum annual royalties, the excess amount is recognized by the Company asfee income in the period that it was earned. Certain of the fees are accrued by, or paid to, the Company in advance of the period inwhich they are earned, resulting in deferred revenue.
Royaltyreceivables are stated less allowance for credit losses. The allowance represents estimated uncollectible receivables usually due tolicensees’ potential insolvency. The allowance includes amounts for certain licensees where risk of default has been specificallyidentified. The Company evaluates the collectability of its receivables on at least a quarterly basis and records appropriate allowancesfor credit losses when necessary.
Resultsof Operations
Overview
Themajority of the Company’s fee income comes from the activities of several licensees participating in the automotive market. TheCompany currently believes that the automotive market will be the largest source of its royalty income over the next several years. TheCompany’s royalty income from this market may be influenced by numerous factors including various trends affecting demand in theautomotive industry and the rate of introduction of new technology in OEM product lines. In addition to these macro factors, the Company’sroyalty income from the automotive market could also be influenced by specific factors such as whether the Company’s SPD-SmartGlasstechnology appears as standard equipment or as an option on a particular vehicle, the number of additional vehicle models that SPD-SmartGlassappears on, the size of each window on a vehicle and the number of windows on a vehicle that use SPD-SmartGlass, fluctuations in thetotal number of vehicles produced by a manufacturer, and in the percentage of new car models produced with SPD-SmartGlass, and changesin pricing or exchange rates. Certain license fees, which are paid to the Company in advance of the accounting period in which they areearned resulting in the recognition of deferred revenue for the current accounting period, will be recognized as fee income in futureperiods. Also, licensees offset some or all of their royalty payments on sales of licensed products for a given period by applying theseadvance payments towards such earned royalty payments.
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In2025 and 2024, the Company received royalty revenues from sales of SPD-SmartGlass products for various car models that were accretiveto the Company’s royalty revenue. Production efficiencies are expected to continue and accelerate with the introduction of thehigher vehicle production volumes for various car models going forward, and the Company expects that lower pricing per square foot ofthe Company’s technology could expand the market opportunities, adoption rates, and revenues for its technology in automotive andnon-automotive applications. The Company expects to generate additional royalty income from the near-term introduction of additionalnew car and aircraft models from other OEMs (original equipment manufacturers), continued growth of sales of products using the Company’stechnology for the marine industry in yachts and other watercraft, in trains, in museums, and in larger architectural projects.
Threemonths ended June 30, 2025 compared to the three months ended June 30, 2024
TheCompany’s fee income from licensing activities for the three months ended June 30, 2025 was $129,904 as compared to $489,594for the three months ended June 30, 2024. This decrease in fee income of $359,690 (73%) was primarily the result of lower royaltiesfrom the automotive market as compared to the second quarter of 2024. The Company expects revenue in all market segments to increaseas new car models and other products using the Company’s SPD-SmartGlass technology are introduced into the market. The Company has not booked any royalty income in the second quarter of 2025 from one of its European licensees thathas in the past supplied Ferrari with SPD-SmartGlass sunroofs because of workforce reductions and a bankruptcy filing by this licenseein Europe. This has caused the reported royalty income in the second quarter of 2025 to be lower. In anticipation of this, Ferrari hasfully transitioned its business for SPD-SmartGlass to another one of the Company’s existing licensees in Europe, and production by thisadditional licensee for Ferrari has already commenced.
Operatingexpenses increased by $299,024 for the three months ended June 30, 2025 to $775,922 from $476,898 for the three months ended June 30,2024. This increase is primarily the result of higher non-cash compensation cost ($165,000) recorded during the period related to agrant of stock options to the Company’s employees and directors as well as higher credit loss expense ($124,000).
Researchand development expenditures increased by $40,256 to $169,086 for the three months ended June 30, 2025 from $128,830 for the three monthsended June 30, 2024. This increase is primarily a result of higher allocated occupancy costs ($19,000), higher materials and other costs($14,000) as well as higher non-cash compensation cost of $10,000 recorded during the period related to a grant of stock options to theCompany’s employees.
TheCompany’s net interest income, consisting of interest income, for the three months ended June 30, 2025 was $11,278 as comparedto income of $22,112 for the three months ended June 30, 2024 with the change due to lower cash balances available for investment.
Asa consequence of the factors discussed above, the Company’s net loss was $803,826 ($0.02 per common share) for the threemonths ended June 30, 2025 as compared to a net loss of $94,022 ($0.00 per common share) for the three months ended June 30,2024.
Sixmonths ended June 30, 2025 compared to the six months ended June 30, 2024
TheCompany’s fee income from licensing activities for the six months ended June 30, 2025 was $689,680 as compared to $802,972 forthe six months ended June 30, 2024. This decrease in fee income of $113,292 (14%) was primarily the result of lower royalties from theautomotive market as compared to the first six months of 2024. The Company expects revenue in all market segments to increase asnew car models and other products using the Company’s SPD-SmartGlass technology are introduced into the market. The Company hasnot booked any royalty income in the second quarter of 2025 from one of its European licensees that has in the past supplied Ferrari withSPD-SmartGlass sunroofs because of workforce reductions and a bankruptcy filing by this licensee in Europe. This has caused the reportedroyalty income in the second quarter of 2025 to be lower. In anticipation of this, Ferrari has fully transitioned its business for SPD-SmartGlassto another one of the Company’s existing licensees in Europe, and production by this additional licensee for Ferrari has already commenced.
Operatingexpenses increased by $302,113 for the six months ended June 30, 2025 to $1,412,398 from $1,110,285 for the six months ended June 30,2024. This increase is the result of higher non-cash compensation cost of $165,000 recorded during the period related to a grant of stockoptions to the Company’s employees and directors, higher professional fees ($19,000) as well as higher occupancy costs ($10,000)and higher credit loss expense ($124,000), partially offset by lower marketing and investor relations costs ($20,000).
Researchand development expenditures increased by $53,392 to $331,963 for the six months ended June 30, 2025 from $278,571 for the six monthsended June 30, 2024. This increase is primarily a result of higher allocated occupancy costs ($37,000) as well as higher non-cash compensationcost of $10,000 recorded during the period related to a grant of stock options to the Company’s employees.
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TheCompany’s net interest income, consisting of interest income, for the six months ended June 30, 2025 was $25,811 as compared toincome of $49,258 for the six months ended June 30, 2024 with the change due to lower cash balances available for investment.
TheCompany recorded $47,357 of other income for the six months ended June 30, 2025 relating to an Employee Retention Credit, a refundabletax credit available under the CARES Act that was designed to keep employees on the payroll during the Covid-19 pandemic.
Asa consequence of the factors discussed above, the Company’s net loss was $981,513 ($0.03 per common share) for the six months endedJune 30, 2025 as compared to net loss of $536,626 ($0.02 per common share) for the six months ended June 30, 2024.
FinancialCondition, Liquidity and Capital Resources
TheCompany has primarily utilized its cash, cash equivalents, and investments generated from sales of our common stock, proceeds from theexercise of options and warrants, and royalty fees collected to fund its research and development of SPD light valves, for marketinginitiatives, and for other working capital purposes. The Company’s working capital and capital requirements depend upon numerousfactors, including, but not limited to, the results of research and development activities, competitive and technological developments,the timing and costs of patent filings, and the development of new licensees and changes in the Company’s relationship with existinglicensees. The degree of dependence of the Company’s working capital requirements on each of the foregoing factors cannot be quantified;increased research and development activities and related costs would increase such requirements; the addition of new licensees may provideadditional working capital or working capital requirements, and changes in relationships with existing licensees would have a favorableor negative impact depending upon the nature of such changes.
Duringthe six months ended June 30, 2025, the Company’s cash and cash equivalents balance decreased by $719,910 as a result of cash usedto fund operations of $719,701 and cash used to purchase fixed assets of $209. As of June 30, 2025, the Company had cash and cash equivalentsof approximately $1.3 million, working capital of $1.7 million and total shareholders’ equity of $1.8 million.
Wecurrently expect to have sufficient working capital for more than the next five years of operations.
TheCompany expects to use its cash to fund its research and development of SPD light valves, its expanded marketing initiatives, and forother working capital purposes. The Company believes that its current cash and cash equivalents would fund its operations for more thanthe next five years. There can be no assurances that expenditures will not exceed the anticipated amounts or that additional financing,if required, will be available when needed or, if available, that its terms will be favorable or acceptable to the Company. Eventualsuccess of the Company and generation of positive cash flow will be dependent upon the extent of commercialization of products usingthe Company’s technology by the Company’s licensees and payments of continuing royalties on account thereof.
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Item3. Quantitative and Qualitative Disclosures About Market Risk
Theinformation required by Item 3 has been disclosed in Item 7A of the Company’s Annual Report on Form 10-K for the year ended December31, 2024. There has been no material change in the disclosure regarding market risk.
Item4. Controls and Procedures
Evaluationof Disclosure Controls and Procedures
Ourdisclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, are designed to ensure that informationrequired to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reportedwithin the time periods specified in the rules and forms of the SEC. We designed our disclosure controls and procedures to ensure thatinformation required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated toour management, including our principal executive and principal financial officer, to allow timely decisions regarding required disclosure.Our Chief Executive Officer and acting interim Chief Financial Officer, with assistance from other members of our management, has reviewedthe effectiveness of our disclosure controls and procedures as of June 30, 2025, and, based on his evaluation, has concluded that ourdisclosure controls and procedures were effective.
Changesin Internal Control Over Financial Reporting
Therewere no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) duringthe three months ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal controlover financial reporting.
Forward-LookingStatements
Theinformation set forth in this Report and in all publicly disseminated information about the Company, including the narrative containedin “Management’s Discussion and Analysis of Financial Condition and Results of Operations” above, includes “forward-lookingstatements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and is subject to the safe harborcreated by that section. Readers are cautioned not to place undue reliance on these forward-looking statements as they speak only asof the date hereof and are not guaranteed.
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PARTII. OTHER INFORMATION
Item6. Exhibits
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Joseph M. Harary - Filed herewith. | |
| 32.1 | Section 1350 Certification of Joseph M. Harary - Filed herewith. | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 18 |
SIGNATURES
Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned thereunder duly authorized.
| RESEARCH FRONTIERS INCORPORATED | |
| (Registrant) | |
| /s/ Joseph M. Harary | |
| Joseph M. Harary, President, CEO, acting interim CFO and Treasurer | |
| (Principal Executive Officer and Principal Financial Officer) |
Date:August 7, 2025
| 19 |
Exhibit31.1
CERTIFICATION
I,Joseph M. Harary, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Research Frontiers Incorporated (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to theperiod covered by this report;
3.Based on my knowledge, the condensed consolidated financial statements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, theperiods presented in this report;
4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange ActRules 13a-15(f) and 15d-15(f)) for the registrant and have:
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performingthe equivalent functions):
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Dated: August 7, 2025 | /s/ Joseph M. Harary |
| Joseph M. Harary | |
| President, Chief Executive Officer and acting interim Chief Financial Officer |
Exhibit32.1
CERTIFICATIONPURSUANT TO
18U.S.C. SECTION 1350,
ASADOPTED PURSUANT TO
SECTION906 OF THE SARBANES-OXLEY ACT OF 2002
Inconnection with the Quarterly Report of Research Frontiers Incorporated (the “Company”) on Form 10-Q for the quarter endedJune 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph M. Harary,President and Chief Executive Officer and Principal Executive Officer and acting interim Chief Financial Officer and Principal FinancialOfficer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| /s/ Joseph M. Harary | |
| Joseph M. Harary | |
| President, Chief Executive Officer and Principal | |
| Executive Officer and acting interim Chief Financial | |
| Officer and Principal Financial Officer | |
| August 7, 2025 |