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What changed in RESEARCH FRONTIERS INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of RESEARCH FRONTIERS INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+163 added−383 removedSource: 10-K (2026-03-05) vs 10-K (2025-03-06)

Top changes in RESEARCH FRONTIERS INC's 2025 10-K

163 paragraphs added · 383 removed · 101 edited across 5 sections

Item 1. Business

Business — how the company describes what it does

48 edited+48 added−272 removed73 unchanged
Biggest changeSPD-Smart marine products can reduce the number of different types of glass used in these yachts because of their increased functionality, superior performance and versatility. SPD-Smart marine products provide an innovation that allows these operators to manage incoming light, glare and heat while achieving privacy or maintaining one’s view as desired. 6 Historical Background and Recent Developments: 1.
Biggest changeSPD-Smart marine products provide an innovation that allows these operators to manage incoming light, glare and heat while achieving privacy or maintaining one’s view as desired. Historical Background and Recent Developments: Establishment of SPD-Smart Light Control Film Production: Hitachi Chemical: An important material used in SPD-Smart end-products is SPD light-control film that varies the tint of glass or plastic.
In October 2018, Gauzy Ltd. announced that it will be producing SPD-Smart light control film for the entire SPD-SmartGlass industry. The announcement came at a ceremony to celebrate the inauguration of Gauzy’s production line to produce SPD-Smart light control film in Tel Aviv-Jaffa.
Gauzy Ltd.: In October 2018, Gauzy Ltd. announced that it will be producing SPD-Smart light control film for the entire SPD-SmartGlass industry. The announcement came at a ceremony to celebrate the inauguration of Gauzy’s production line to produce SPD-Smart light control film in Tel Aviv-Jaffa.
When compared to electrochromic devices, SPD technology is expected to have numerous potential performance and manufacturing advantages, including some or all of the following: ● significantly faster response time, especially compared to larger electrochromic glazings ● ability to precisely “tune” an infinite number of intermediate light-transmission states ● consistent and uniform switching speed regardless of size of glazing area ● more reliable performance over a wider temperature range ● higher contrast ratios and the capability of achieving darker shaded states for large area product applications ● unpowered state is dark, maximizing solar heat gain benefits when the room, office or vehicle is not in use ● lower electrical current drain ● higher estimated battery life in applications where batteries are used ● no “iris effect” (where light transmission changes first occur at the outer edges of a window or mirror and then work their way toward the center) when changing from clear to dark and back again ● SPD technology is a film-based technology that can be applied to plastic, acrylic, and chemically strengthened glass as well as glass, and which can be applied to curved as well as flat surfaces ● available in single panels for retrofitting existing windows, skylights and doors 32 Many companies with substantially greater resources than Research Frontiers such as 3M, Gentex Corp., Pilkington, PPG Industries, Saint-Gobain and other large corporations have pursued or are pursuing projects in the electrochromic area.
When compared to electrochromic devices, SPD technology is expected to have numerous potential performance and manufacturing advantages, including some or all of the following: ● significantly faster response time, especially compared to larger electrochromic glazings ● ability to precisely “tune” an infinite number of intermediate light-transmission states ● consistent and uniform switching speed regardless of size of glazing area ● more reliable performance over a wider temperature range ● higher contrast ratios and the capability of achieving darker shaded states for large area product applications ● unpowered state is dark, maximizing solar heat gain benefits when the room, office or vehicle is not in use ● lower electrical current drain ● higher estimated battery life in applications where batteries are used ● no “iris effect” (where light transmission changes first occur at the outer edges of a window or mirror and then work their way toward the center) when changing from clear to dark and back again ● SPD technology is a film-based technology that can be applied to plastic, acrylic, and chemically strengthened glass as well as glass, and which can be applied to curved as well as flat surfaces ● available in single panels for retrofitting existing windows, skylights and doors Many companies with substantially greater resources than Research Frontiers such as 3M, Gentex Corp., Pilkington, PPG Industries, Saint-Gobain and other large corporations have pursued or are pursuing projects in the electrochromic area.
As compared to liquid crystal windows, SPD smart windows are expected to have some or all of the following advantages: ● have less direct and off-angle haze ● in its intermediate tinted states provides shading without loss of view ● operates over a wider temperature range ● uses less power ● higher contrast ratios ● reduction in the amount of light transmitted rather than simply scatter it ● permits an infinite number of intermediate states between a transparent state and a dark blue state, rather than typically just two states ● offers superior solar heat gain control In the flat panel display market, further development (such as the achievement of faster switching speeds sufficient for full-motion video applications) is required if the Company expects to compete against display technologies that are currently being used commercially such as liquid crystal displays (“LCDs”) and organic light-emitting diodes (“OLEDs”).
As compared to liquid crystal windows, SPD-Smart windows are expected to have some or all of the following advantages: ● have less direct and off-angle haze 12 ● in its intermediate tinted states provides shading without loss of view ● operates over a wider temperature range ● uses less power ● higher contrast ratios ● reduction in the amount of light transmitted rather than simply scatter it ● permits an infinite number of intermediate states between a transparent state and a dark blue state, rather than typically just two states ● offers superior solar heat gain control In the flat panel display market, further development (such as the achievement of faster switching speeds sufficient for full-motion video applications) is required if the Company expects to compete against display technologies that are currently being used commercially such as liquid crystal displays (“LCDs”) and organic light-emitting diodes (“OLEDs”).
We make available free of charge on or through our Internet website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements on Schedule 14A, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC. 35
We make available free of charge on or through our Internet website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements on Schedule 14A, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC. 15
Research Frontiers believes the largest and most predictable near and intermediate term market for its technology will be automotive glass. 2 As part of their marketing and branding programs, many of our licensees have developed their own trademarks for SPD-Smart emulsion, film, and end-products and these are listed in their respective press releases, product brochures, advertising and other promotional materials.
Research Frontiers believes the largest and most predictable near and intermediate term market for its technology will be automotive glass. As part of their marketing and branding programs, many of our licensees have developed their own trademarks for SPD-Smart emulsion, film, and end-products and these are listed in their respective press releases, product brochures, advertising and other promotional materials.
There are three main types of active devices which are compared below: ● Electrochromic devices (EC) ● Liquid crystal devices (LC) ● Suspended-particle devices (SPD) Electrochromic Technology: Electrochromic windows and rear-view mirrors use a direct current voltage to alter the molecular structure of electrochromic materials (which can be in the form of either a liquid, gel or solid film) causing the material to darken.
There are three main types of active devices which are compared below: ● Electrochromic devices (EC) ● Liquid crystal devices (LC) ● Suspended-particle devices (SPD) 11 Electrochromic Technology: Electrochromic windows and rear-view mirrors use a direct current voltage to alter the molecular structure of electrochromic materials (which can be in the form of either a liquid, gel or solid film) causing the material to darken.
The commercialization of both “dark” and “light” versions of SPD-film provides greater design and performance options for end-product applications. Hitachi Chemical sold its overall business to Showa Denko, and Gauzy acquired the patents and technical information related to SPD light control technology owned or controlled by Showa Denko in February 2023. Gauzy Ltd.
The commercialization of both “dark” and “light” versions of SPD-film provides greater design and performance options for end-product applications. Hitachi Chemical sold its overall business to Showa Denko, and Gauzy acquired the patents and technical information related to SPD light control technology owned or controlled by Showa Denko in February 2023.
The USA Pavilion 312 large panels of SPD-SmartGlass manufactured under license from Research Frontiers by Isoclima S.p.A. Each panel measures approximately 1 meter by 3 meters, making the total surface area in the roof more than 10,000 square feet.
The USA Pavilion featured 312 large panels of SPD-SmartGlass manufactured under license from Research Frontiers by Isoclima S.p.A. Each panel measures approximately 1 meter by 3 meters, making the total surface area in the roof more than 10,000 square feet.
While some of these companies have reportedly discontinued or substantially curtailed their work on electrochromics due to technical problems and issues relating to the expense of these technologies, at least four companies (Gentex, PPG Industries, View (formerly known as Soladigm), and Sage Electrochromics) are currently working to commercialize electrochromic window products.
While some of these companies have reportedly discontinued or substantially curtailed their work on electrochromics due to technical problems and issues relating to the expense of these technologies, at least four companies (Gentex, PPG Industries, View (formerly known as Soladigm), and Sage Electrochromics) are or have been working to commercialize electrochromic window products.
Research Frontiers plans to engage in substantial continuing research and development activities to invest in future improvements in SPD light-control technology and to expand for its licensees the capabilities of SPD-Smart technology and the markets for SPD-Smart products. 34 Patents and Proprietary Information: Research Frontiers continues to make substantial investments to develop, license and protect its intellectual property position.
Research Frontiers plans to engage in substantial continuing research and development activities to invest in future improvements in SPD light-control technology and to expand for its licensees the capabilities of SPD-Smart technology and the markets for SPD-Smart products. Patents and Proprietary Information: Research Frontiers has and continues to make substantial investments to develop, license and protect its intellectual property position.
Licensees of Research Frontiers that incorporate SPD technology into end-products will pay Research Frontiers a royalty of 5-15% of net sales of licensed products under license agreements currently in effect and may also be required to pay Research Frontiers fees and minimum annual royalties.
Licensees of Research Frontiers that incorporate SPD technology into end-products will pay Research Frontiers a royalty of 10-15% of net sales of licensed products under license agreements currently in effect and may also be required to pay Research Frontiers fees and minimum annual royalties.
Due to their bankruptcy filings or other termination of their general business activities or for other reasons, the Company does not believe that Polaroid Corporation, Kerros Limited, ThermoView Industries, BRG Group, MDV, Hanamac, SPD Technologies, SPD Systems, and Film Technologies International are pursuing business activities with respect to SPD technology.
Due to their bankruptcy filings or other termination of their general business activities or for other reasons, the Company does not believe that American Glass Products, Polaroid Corporation, Kerros Limited, ThermoView Industries, BRG Group, MDV, Hanamac, SPD Technologies, SPD Systems, and Film Technologies International are pursuing business activities with respect to SPD technology.
In May 2012, Saint-Gobain acquired Sage Electrochromics and combined all of their respective electrochromic manufacturing and developmental efforts. In late 2020, View announced that it was trying to become a public company by merging with a Special Purpose Acquisition Company (“SPAC”) CF Finance Acquisition Corp. II (Nasdaq: CFII).
In May 2012, Saint-Gobain acquired Sage Electrochromics and combined all of their respective electrochromic manufacturing and developmental efforts. In late 2020, View announced that it was trying to become a public company by merging with a Special Purpose Acquisition Company (“SPAC”) CF Finance Acquisition Corp. II (Nasdaq: CFII). It subsequently filed for bankruptcy protection.
These advances have resulted in patents being issued to the Company by the US Patent Office and by foreign patent offices between 2018-2023 in addition to other patents and patent applications that are pending worldwide.
These advances have resulted in patents being issued to the Company by the US Patent Office and by foreign patent offices, in addition to other patents and patent applications that are pending worldwide.
The Company has no material capital expenditures for environmental control facilities planned for the remainder of its current fiscal year or its next succeeding fiscal year. Employees: On March 5, 2025, the Company had six full-time employees, two of whom are technical personnel, and the rest of whom perform legal, finance, marketing, investor relations, and administrative functions.
The Company has no material capital expenditures for environmental control facilities planned for the remainder of its current fiscal year or its next succeeding fiscal year. Employees: On March 4, 2026, the Company had five full-time employees, two of whom are technical personnel, and the rest of whom perform legal, finance, marketing, investor relations, and administrative functions.
Some of the Company’s other licensees are currently inactive with respect to SPD technology, but may hereafter become active again. 30 The Company plans to continue to exploit its SPD-Smart light-control technology by entering into additional license and other agreements with end-product manufacturers such as manufacturers of flat glass, flat panel displays and automotive products, and with other interested companies who may wish to acquire rights to manufacture and sell the Company’s proprietary emulsions and films.
The Company plans to continue to exploit its SPD-Smart light-control technology by entering into additional license and other agreements with end-product manufacturers such as manufacturers of flat glass, flat panel displays and automotive products, and with other interested companies who may wish to acquire rights to manufacture and sell the Company’s proprietary emulsions and films.
Also, unlike SPD technology, photochromic technology does not function well at the high and low ends of the temperature range in which smart windows and other devices are normally expected to operate, nor does photochromic technology perform well in vehicles or other enclosed settings where existing glass is blocking incoming ultra-violet light which is required for photochromic devices to operate. 31 Similarly, thermochromic smart windows are passive systems which change their light transmission properties as sunlight heats or cools the glass.
Also, unlike SPD technology, photochromic technology does not function well at the high and low ends of the temperature range in which smart windows and other devices are normally expected to operate, nor does photochromic technology perform well in vehicles or other enclosed settings where existing glass is blocking incoming ultra-violet light which is required for photochromic devices to operate.
During 2024, four licensees accounted for 34%, 28%, 11% and 11% of fee income recognized during the year. During 2023, four licensees accounted for 39%, 16%, 16% and 13% of fee income recognized during the year. Research Frontiers was incorporated in New York in 1965 to continue early work that Dr.
During 2025, five licensees accounted for 21%, 20%, 20%, 19% and 13%, respectively, of fee income recognized during the year. During 2024, four licensees accounted for 34%, 28%, 11% and 11%, respectively, of fee income recognized during the year. 1 Research Frontiers was incorporated in New York in 1965 to continue early work that Dr.
In 2015, Research Frontiers’ patented SPD-SmartGlass technology was selected as the exclusive smart glass for the USA Pavilion at the World’s Fair, Expo Milano 2015. The USA Pavilion featured 312 large panels of SPD-SmartGlass manufactured under license from Research Frontiers by Isoclima S.p.A.
In the architectural market, in 2015 Research Frontiers’ patented SPD-SmartGlass technology was selected as the exclusive smart glass for the USA Pavilion at Expo Milano 2015 (World’s Fair). The pavilion featured 312 large panels of SPD-SmartGlass manufactured under license by Isoclima S.p.A., totaling more than 10,000 square feet of smart glazing.
The Company does not believe that future sales will be seasonal in any material respect. The Company does not currently directly manufacture products on its own but rather depends on activities of its licensees and vendors.
Information about our operations and those of our licensees is included below and in our financial statements and notes thereto. The Company does not believe that future sales will be seasonal in any material respect. The Company does not currently directly manufacture products on its own but rather depends on activities of its licensees and vendors.
In February 2019 Gauzy announced that it would be expanding its SPD film production capacity by having SPD emulsion produced in Tel Aviv and that this emulsion would be coated into SPD-Smart light control film in a new dedicated factory being built by Gauzy in Stuttgart, Germany.
In February 2019 Gauzy announced that it would be expanding its SPD film production capacity by having SPD emulsion produced in Tel Aviv and that this emulsion would be coated into SPD-Smart light control film in a new dedicated factory being built by Gauzy in Stuttgart, Germany. 6 In December 2019, Gauzy Ltd. celebrated the opening of its second production facility in Stuttgart, Germany to produce SPD-Smart light control film for the entire SPD-SmartGlass industry.
During the second half of 2009, Hitachi Chemical announced that it had begun mass production on its new, larger capacity production line and expanded its annual production capacity to 400,000 square meters (over 4.3 million square feet). Hitachi Chemical’s production line is dedicated exclusively to the production of SPD-Smart film.
In early 2007, our licensee Hitachi Chemical began producing its initial SPD-Smart light-control film on its first factory line. During the second half of 2009, Hitachi Chemical announced that it had begun mass production on its new, larger capacity production line and expanded its annual production capacity to 400,000 square meters (over 4.3 million square feet).
Although the Company believes based upon the status of current negotiations that additional license agreements with third parties will be entered into, there can be no assurance that any such additional license agreements will be consummated, or of the extent to which any current or future licensee of the Company will produce or sell commercial products using the Company’s technology or generate meaningful revenue from sales of such licensed products.
Although the Company believes based upon the status of current negotiations that additional license agreements with third parties will be entered into, there can be no assurance that any such additional license agreements will be consummated, or of the extent to which any current or future licensee of the Company will produce or sell commercial products using the Company’s technology or generate meaningful revenue from sales of such licensed products. 10 The Company’s plans also call for further development of its technology and the provision of additional technological and marketing assistance to its licensees to develop commercially viable SPD-Smart products and expand the markets for such products.
There have been concerns raised that this aircraft’s electronically dimmable windows are not dark enough for long haul flights, transmit too much heat into the cabin, and have a switching speed that is too slow. 5 The Company believes its SPD technology offers important performance advantages over other technologies including faster, more uniform response time, superior heat-rejection when the aircraft is parked on the ramp, superior acoustic insulation, an automated dimming system to continuously maintain a constant level of light in the cabin in real-time, weight-savings, and the use of scratch-resistant, lightweight (saving fuel) chemically strengthened glass.
The Company believes its SPD technology offers important performance advantages over other technologies including faster, more uniform response time, superior heat-rejection when the aircraft is parked on the ramp, superior acoustic insulation, an automated dimming system to continuously maintain a constant level of light in the cabin in real-time, weight-savings, and the use of scratch-resistant, lightweight (saving fuel) chemically strengthened glass.
There is no assurance that comparable systems having the same advantages of the Company’s SPD technology could not be developed by competitors at a lower cost or that other products could not be developed which would render the Company’s products difficult to market or otherwise render our products obsolete. 33 Research and Development: As a result of the Company’s research and development efforts, the Company believes that its SPD technology is now, or with additional development will become, usable in a number of commercial products.
There is no assurance that comparable systems having the same advantages of the Company’s SPD technology could not be developed by competitors at a lower cost or that other products could not be developed which would render the Company’s products difficult to market or otherwise render our products obsolete.
In January 2023, MarketsandMarkets issued Smart Glass Market by Technology Smart Glass Market by Technology (Suspended Particle Display, Electrochromic Glass, Liquid Crystals, Micro blinds, NanoCrystals, Photochromic and Thermochromic), Application, Control Mode and Geographic Analysis - Global Forecast to 2027.
In January 2025, MarketsandMarkets issued Smart Glass Market by Technology (Suspended Particle Display (SPD), Electrochromic Glass, Liquid Crystal/PDLC, Photochromic, Thermochromic and other technologies), Application, Control Mode and Geographic Analysis – Global Forecast to 2030.
Research Frontiers currently has over 40 companies that, in the aggregate, are licensed to primarily serve five major SPD-Smart application areas (aerospace, architectural, automotive, marine and display products) in every country of the world. The Company has entered into a number of license agreements covering its light control technology.
Research Frontiers currently has numerous companies that, in the aggregate, are licensed to primarily serve five major SPD-Smart application areas (aerospace, architectural, automotive, marine and display products) in every country of the world. Research Frontiers Incorporated develops and licenses its patented Suspended Particle Device (“SPD”) light-control technology.
The Company generally requires any employee, consultant, or licensee having access to its confidential information to execute an agreement whereby such person agrees to keep such information confidential.
The Company also possesses know-how and relies on trade secrets and nondisclosure agreements to protect its technology. The Company generally requires any employee, consultant, or licensee having access to its confidential information to execute an agreement whereby such person agrees to keep such information confidential.
During the past few years, the Company and/or its licensees have made significant advances relating to materials to enable (1) improved stability of SPD emulsions, (2) a wider range of light transmission, (3) improved film adhesion and cohesion and (4) increased durability of SPD films/laminates, and (5) cost reductions.
The Company intends to continue its research and development efforts for the foreseeable future to improve its SPD light-control technology and thereby assist our licensees in the product development, sales and marketing of various existing and new SPD-Smart products. 13 During the past few years, the Company and/or its licensees have made significant advances relating to materials to enable (1) improved stability of SPD emulsions, (2) a wider range of light transmission, (3) improved film adhesion and cohesion and (4) increased durability of SPD films/laminates, and (5) cost reductions.
This SPD film can be incorporated between two layers of glass or plastic, or combinations of both, to produce a laminate that has enhanced energy efficiency, light-control and security performance properties. 1 Research Frontiers believes that the SPD industry is in the initial phase of growth.
This SPD film can be incorporated between two layers of glass or plastic, or combinations of both, to produce a laminate that has enhanced energy efficiency, light-control and security performance properties. The Company has entered into a number of license agreements covering its light control technology.
This state-of-the-art facility, with specially designed coating and curing areas, will give Gauzy the capacity to coat over one million square meters of SPD film per year in widths of up to 1.8 meters. In January 2023, Research Frontiers, Gauzy Ltd. and their customers showed over 115 thousand attendees at a recent CES new ways to benefit from SPD-SmartGlass.
This state-of-the-art facility, with specially designed coating and curing areas, will give Gauzy the capacity to coat over one million square meters of SPD film per year in widths of up to 1.8 meters. Customers for SPD-Smart film are end-product licensees of Research Frontiers.
The Company believes that its SPD light-control technology is adequately protected by its patent position and by its proprietary technological know-how. However, the validity of the Company’s patents has never been contested in any litigation. The Company also possesses know-how and relies on trade secrets and nondisclosure agreements to protect its technology.
Research Frontiers also has current patent applications worldwide that, if granted, would add a significant number of additional patents to its portfolio. The Company believes that its SPD light-control technology is adequately protected by its patent position and by its proprietary technological know-how. However, the validity of the Company’s patents has never been contested in any litigation.
Research Frontiers’ main goals in its research and development include: ● developing wider ranges of light transmission and quicker switching speeds ● developing different colored particles ● reducing the voltage required to operate SPDs ● obtaining data and developing improved materials regarding environmental stability and longevity ● quantifying the degree of energy savings expected by users of the Company’s technology including the degree that SPD technology can control heat and its contribution to energy savings directly and through daylight harvesting strategies in sustainable building designs ● continually striving to improve the performance and reducing material/production costs associated with making SPD-Smart products Excluding non-cash expenses of approximately $5,000 and $8,000, associated with the grant of stock options to the Company’s technical personnel, Research Frontiers incurred approximately $565,000 and $575,000 during the years ended December 31, 2024 and 2023, respectively, for research and development costs.
Research Frontiers’ main goals in its research and development include: ● developing wider ranges of light transmission and quicker switching speeds ● developing different colored particles ● reducing the voltage required to operate SPDs ● obtaining data and developing improved materials regarding environmental stability and longevity ● quantifying the degree of energy savings expected by users of the Company’s technology including the degree that SPD technology can control heat and its contribution to energy savings directly and through daylight harvesting strategies in sustainable building designs ● continually striving to improve the performance and reducing material/production costs associated with making SPD-Smart products In January 2025, the Company’s SPD-film producing licensee, announced that the introduction of engineering samples of a black particle variant of SPD-Smart film designed to improve optical uniformity, aesthetic integration, and performance in automotive and architectural applications.
Some of these end-product licensees do their own lamination of the SPD light-control film to glass or plastic, and some outsource this lamination to other companies. The names of Research Frontiers’ licensees, and the year that their license agreements were entered into, are available on the Company’s SmartGlass.com website and with its filings with the Securities and Exchange Commission.
The names of Research Frontiers’ licensees, and the year that their license agreements were entered into, are available on the Company’s SmartGlass.com website and with its filings with the Securities and Exchange Commission.
Because the light transmission properties of thermochromic systems are not controlled by the user, their ability to adapt to the specific needs of occupants is very limited. For example, thermochromic glazings will remain tinted on hot days even when occupants desire more daylight to enter the building or when they want to preserve their views.
For example, thermochromic glazings will remain tinted on hot days even when occupants desire more daylight to enter the building or when they want to preserve their views.
Marine Market: In the marine application, where light-control needs are especially important, many yacht manufacturers currently employ less than ideal glazing solutions as they try to satisfy various shading and solar control objectives. For example, some report having to use as many as five different types of glass in a typical yacht to satisfy diverse glazing needs.
This is the largest known installation of smart glass in the world for a roof application and was seen by over 6 million people. Marine Market: In the marine application, where light-control needs are especially important, many yacht manufacturers currently employ less than ideal glazing solutions as they try to satisfy various shading and solar control objectives.
SPD-Smart architectural products instantly and precisely provide shading, glare control and heat management solutions for offices and homes, especially when these products are available for new construction, replacement and retrofit projects. These products include insulated glass units, single-panel retrofits, unusually shaped glazings, and products with advanced fabrications such as those with ballistic- and blast-resistant capabilities.
SPD-Smart architectural products instantly and precisely provide shading, glare control and heat management solutions for offices and homes, especially when these products are available for new construction, replacement and retrofit projects.
Research Frontiers uses the following trademarks: SPD-Smart™, SPD-SmartGlass™, VaryFast™, SPD-CleanTech™, SPD Clean Technology™, SmartGlass™, The View of the Future - Everywhere you Look™, Powered by SPD™, Powered by SPD-CleanTech™, Powered by SPD Clean Technology™, SG Enabled™, SPD Green and Clean™, SPD On-Board™, Speed Matters™ and Visit SmartGlass.com - to change your view of the world™.
Research Frontiers uses the following trademarks: SPD-Smart™, SPD-SmartGlass™, VaryFast™, SPD-CleanTech™, SPD Clean Technology™, SmartGlass™, The View of the Future - Everywhere you Look™, Powered by SPD™, Powered by SPD-CleanTech™, Powered by SPD Clean Technology™, SG Enabled™, SPD Green and Clean™, SPD On-Board™, Speed Matters™ and Visit SmartGlass.com - to change your view of the world™. 2 In each of the last three fiscal years the Company devoted substantially all of its time to the development of one class of products, namely SPD-Smart light-control technology, and therefore revenue analysis by class is not provided herein.
While there can be no assurance that these trends will continue, to the extent that they do continue, each is expected to have a beneficial effect on future interest in SPD-Smart technology. 3 In October 2019, MarketsandMarkets issued Smart Glass Market by Technology (Suspended Particle Display, Electrochromic, Liquid Crystal, Photochromic, Thermochromic), Application (Architecture, Transportation, Consumer Electronics), and Geography - Global Forecast to 2023.
While there can be no assurance that these trends will continue, to the extent that they do continue, each is expected to have a beneficial effect on future interest in SPD-Smart technology.
Leading companies manufacturing electromechanical pleated window shades have products that incorporate SPD-Smart windows into their designs, and Tier-1 suppliers of other cabin systems (e.g. cabin management systems) are featuring SPD-Smart electronically dimmable windows in mockups.
Leading companies manufacturing electromechanical pleated window shades have products that incorporate SPD-Smart windows into their designs, and Tier-1 suppliers of other cabin systems (e.g. cabin management systems) are featuring SPD-Smart electronically dimmable windows in mockups. 4 SPD technology is also the only commercially available light-control smart window technology known to the Company to have passed the stringent safety and durability tests required by the aviation industry and to have received a Supplemental Type Certificate (STC) from the Federal Aviation Administration.
The first four companies listed above are also licensees of Research Frontiers for SPD-Smart technology. Liquid crystal windows only change from a cloudy, opaque milky-white to a clear state, are hazy when viewed at an angle and have no useful intermediate states.
Additional suppliers of liquid crystal / PDLC-based ‘switchable’ glazing and films include Chiefway and Merck KGaA (through its eyrise® / Licrivision® liquid crystal window technology). Liquid crystal windows only change from a cloudy, opaque milky-white to a clear state, are hazy when viewed at an angle and have no useful intermediate states.
This emulsion is then partly solidified to form an SPD film that allows users to control the amount of light, glare and heat passing through this film. The end-product licensees then integrate this film into a variety of SPD-Smart products or make electronic systems to control such SPD-Smart products.
The end-product licensees then integrate this film into a variety of SPD-Smart products or make electronic systems to control such SPD-Smart products. Some of these end-product licensees do their own lamination of the SPD light-control film to glass or plastic, and some outsource this lamination to other companies.
Research Frontiers believes that the growth of the smart glass industry will accelerate as more information is made available through direct comparisons. Research Frontiers believes that SPD products will be strongly preferred over competing technologies once a direct comparison is available to potential buyers.
Research Frontiers believes that SPD products will be strongly preferred over competing technologies once a direct comparison is available to potential buyers. Research Frontiers continues to encourage its competitors to participate in public forums where consumers of electronically tintable products can see the relative performance of products that are available.
Emulsion makers produce and combine the necessary materials (i.e. SPD particles and various liquids and special polymers) from which SPD-Smart films are made. The film makers coat a thin layer of emulsion between two sheets of plastic film, each of which has a transparent conductive coating.
Licensees of Research Frontiers: The Company’s licensees are currently categorized into four main areas: materials for making films (emulsions), film, lamination of film to glass or plastic, and end-products. Emulsion makers produce and combine the necessary materials (i.e. SPD particles and various liquids and special polymers) from which SPD-Smart films are made.
Although patent and trade secret protection is not a guarantee of commercial success, Research Frontiers currently has 219 patents that have been issued worldwide. In addition, the Company has current patent applications in the US and other countries that, if granted, would add a significant number of additional patents to its portfolio.
Research Frontiers also has current patent applications worldwide that, if granted, would add a significant number of additional patents to its portfolio. The Company has and continues to devote significant resources to develop, license and protect its intellectual property position. Research Frontiers believes that the SPD industry is in the initial phase of growth.
Liquid Crystal Technology: To date, the main types of liquid crystal smart windows have been produced by Taliq Corp.
Other electrochromic suppliers and developers include Ambilight and Halio (a joint venture between AGC and Kinestral which has also filed for bankruptcy protection or liquidation). Liquid Crystal Technology: To date, the main types of liquid crystal smart windows have been produced by Taliq Corp.
The Company has and continues to devote significant resources to develop, license and protect its intellectual property position. SPD-Smart products use microscopic light-absorbing nanoparticles that are typically suspended in a film. These particles align when an electrical voltage is applied, thus permitting light to pass through the film.
SPD-Smart products use microscopic light-absorbing nanoparticles suspended within a film. When electrical voltage is applied, the particles align to allow light transmission. When voltage is removed, the particles disperse to block light.
Removed
Beginning in late 2011, higher volume sales of SPD products commenced with the launch by Daimler AG of the Magic Sky Control™ all glass roof option on their Mercedes-Benz SLK (subsequently renamed SLC). In early 2012, sales of the Magic Sky Control™ all glass roof option commenced on their Mercedes-Benz SL.
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The Company’s licensees manufacture and sell electronically dimmable glazing products incorporating SPD-Smart technology for automotive, aerospace, architectural, marine, rail, recreational vehicle and specialty vehicle applications. The Company generates revenue primarily through license fees and royalties paid by licensees. The Company does not manufacture finished glazing products directly and operates in one business segment.
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In mid-2014, sales of the Magic Sky Control™ all glass roof option commenced on the new S-Class Coupe with other Mercedes-Benz S-Class variants began offering the Magic Sky Control™ all glass roof option in 2015 and 2016. These vehicles were discontinued at the end of their current model lifecycle.
Added
Although patent and trade secret protection is not a guarantee of commercial success, Research Frontiers currently has hundreds of patents and patent applications worldwide. In addition, the Company has received royalty-free perpetual licenses, with the right to sublicense others, of smart glass related intellectual property (including patents and patent applications) from various former licensees.
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In the case of the SLC and SL roadsters, it is expected that the next version of the SL roadster might use a canvas roof instead of the current switchable and static tint glass roofs.
Added
This market research report concludes that the global smart glass market is expected to grow from approximately USD $6.4 billion in 2025 to approximately USD $10.4 billion by 2030, representing a compound annual growth rate (CAGR) of approximately 10.2% between 2025 and 2030. 3 Key conclusions in this report included: ● Energy efficiency and sustainability as primary drivers: Increasing global emphasis on energy efficiency, reduced HVAC load, and sustainable building design continues to support adoption of smart glass solutions in commercial and residential construction. ● Transportation and automotive demand: Smart glass technologies are increasingly utilized in automotive, aerospace and marine applications for glare control, solar heat management, passenger comfort and design differentiation. ● Cost reductions and innovation: Continued advancements in materials science, manufacturing scale and product integration are expected to contribute to gradual cost reductions and expanded adoption across additional market segments.
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It has not been announced whether plans for the next models of the S-Class and Maybach vehicles will include any switchable glass technology in the sunroofs or windows.
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Another recent industry report projects the smart glass market to reach approximately USD $13.0 billion by 2030, reflecting a compound annual growth rate in the high single-digit to low double-digit range during the forecast period.
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Subsequent to introduction by Mercedes, other car makers such as McLaren, General Motors, Ferrari and others have introduced SPD-SmartGlass roofs and other products into serial production in various car models, and other new car models using SPD-SmartGlass technology are expected to enter into serial production based upon current development efforts that are underway between the Company’s licensees and these automakers.
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Longer-term forecasts based upon third-party research estimates suggest that the global smart glass market could exceed USD $18 billion by the mid-2030s, depending on forecast methodology and segmentation assumptions. The Company does not independently verify third party market projections.
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Increased volumes of products using SPD-SmartGlass technology are also expected in trains, boats, aircraft, and other transportation vehicles, in architectural applications, and in various forms of information displays for the consumer and transportation markets.
Added
While reported market size and growth rates vary among research firms due to differing methodologies, geographic scope, and definitions of smart glass technologies, these reports consistently characterize the smart glass industry as a multi-billion-dollar global market opportunity with sustained projected growth driven by energy performance requirements, architectural modernization, electrification trends in vehicles, and ongoing technological innovation.
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In each of the last three fiscal years the Company devoted substantially all of its time to the development of one class of products, namely SPD-Smart light-control technology, and therefore revenue analysis by class is not provided herein. Information about our operations and those of our licensees is included below and in our financial statements and notes thereto.
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There have been concerns raised that this aircraft’s electronically dimmable windows are not dark enough for long-haul flights, transmit too much heat into the cabin, and have a switching speed that is too slow.
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This market research report concludes that the smart glass market is expected to grow from USD $2.8 billion in 2016 to reach USD $8.35 billion by 2023, with a growth rate of 16.6% between 2017 and 2023.
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SPD-Smart electronically dimmable windows are currently flying on more than 40 aircraft models across commercial, business and specialty aviation segments. Production and forward-fit programs incorporating SPD-SmartGlass include installations on the HondaJet, Textron Aviation Beechcraft King Air series, Daher TBM 960, Epic E1000, Airbus ACJ TwoTwenty corporate jet and select Boeing 737 configurations.
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Key conclusions in this report included: ● Smart glass, especially active glass, provides a higher control over heat and light at the will of the user, thereby providing considerable electricity cost-savings and conclusively making the construction spaces more environment-friendly. ● One of the biggest hindrances to the growth of smart glass industry demand is its higher cost.
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These aircraft utilize SPD technology to provide electronically controlled shading, glare reduction and passenger comfort enhancements. In addition to forward-fit production programs, Supplemental Type Certification (STC) approvals have enabled retrofit installations of SPD-Smart electronically dimmable windows in various Part 23 and Part 25 aircraft.
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The higher cost of raw material and its limited availability is undermining its penetration at a larger scale. Constant innovations are happening in terms of raw material, product design, and work capacity, which will simultaneously attract new users and provide opportunity to manufacturers to rationalize the product cost over the forecast period.
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These retrofit programs include business jet, corporate, VIP and special-mission aircraft configurations and allow operators to upgrade cabin window systems without factory-level aircraft redesign. Licensees have also developed full-cabin demonstrator installations and fuselage mockups to evaluate performance characteristics including switching speed, uniform tinting, heat management and passenger experience across multi-window cabin environments.
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This market research report concludes that the smart glass market is expected to grow from USD $5.0 billion in 2022 to reach USD $8.2 billion by 2027, with a growth rate of 10.4% between 2022 and 2027.
Added
Such demonstrator programs support airline and operator evaluation processes but do not necessarily represent production commitments. Procurement decisions regarding electronically dimmable window systems on certain transport category aircraft increasingly involve airline customers in addition to airframe manufacturers. Adoption remains subject to certification requirements, airline specifications, economic considerations and OEM integration cycles.
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Key conclusions in this report included: ● Electrochromic technology to hold largest share of smart glass market during forecast period: Electrochromic technology held ~49% of the market in 2021—the largest share.
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Compared to certain electrochromic systems, SPD-SmartGlass is designed to provide rapid switching speed, continuously variable tint control and a dark unpowered state. However, adoption of any dynamic glazing technology depends on cost, durability, certification requirements and competitive platform selection decisions.
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This is attributed to the faster switching time of electrochromic glass from a clear to dark state and increasing investments in this technology. ● The increased traction of electrochromic technology is primarily attributed to the benefits it offers in a sustainable building design.
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These products include insulated glass units, single-panel retrofits, unusually shaped glazings, and products with advanced fabrications such as those with ballistic- and blast-resistant capabilities. 5 In 2015, Research Frontiers’ patented SPD-SmartGlass technology was selected as the exclusive smart glass for the USA Pavilion at the World’s Fair, Expo Milano 2015.
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A majority of the top smart glass manufacturers are focusing on R&D to bring down the prices of smart glass without compromising on quality and thus achieve economies of scale. ● Smart glass using electrochromic and SPD technologies is expected to witness huge demand in the coming years since the degree of customization is high in these two technologies, and the cost of these technologies is expected to drastically decrease. ● Architecture is projected to register highest CAGR during the forecast period by application.
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For example, some report having to use as many as five different types of glass in a typical yacht to satisfy diverse glazing needs. SPD-Smart marine products can reduce the number of different types of glass used in these yachts because of their increased functionality, superior performance and versatility.
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The marketability of a residential or commercial facility considerably depends on comfort, aesthetics or interior design, and eco-friendliness. Smart glass offers the architecture application energy efficiency and improved aesthetics. Smart glass products have inherent properties that help in market growth.
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Hitachi Chemical’s production line is dedicated exclusively to the production of SPD-Smart film.
Removed
The glare control property of smart glass eliminates unwanted glare from sunlight and can provide bright, clear, and customized lighting levels in the building. Smart glass is also used to adjust the heat levels in buildings. The self-cleaning property of smart glass offers users a superior experience at the low cost of maintenance. ● Opportunity: Growing need for sustainable buildings.
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None of these other companies has yet announced commercial SPD film for sale. Evolution of Commercial Adoption of SPD-SmartGlass in Commercial Products: Early Commercial Validation (2011–2015): The first large-scale serial automotive implementation of SPD-SmartGlass occurred in 2011 when Daimler AG introduced its MAGIC SKY CONTROL™ panoramic glass roof on the Mercedes-Benz SLK roadster.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeSome of our licensees appear to be more active than others, some appear to be better capitalized than others, and some licensees appear to be inactive. There is no guarantee when or if our licensees will successfully produce any commercial product using SPD technology in sufficient quantities to make the Company profitable. SPD-Smart products have only recently been introduced.
Biggest changeThere is no guarantee when or if our licensees will successfully produce any commercial product using SPD technology in sufficient quantities to make the Company profitable. During 2025, one of our European licensees supplying an automotive OEM filed for bankruptcy and ceased operations. Although production was transitioned to another licensee, royalty recognition during portions of 2025 was affected.
Products using SPD technology have only recently begun to be introduced into the marketplace. Developing products using new technologies can be risky because problems, expenses and delays frequently occur, and costs may or may not come down quickly enough for such products using new technologies to rapidly penetrate mass market applications.
SPD-Smart products have only recently been introduced Products using SPD technology have only recently begun to be introduced into the marketplace. Developing products using new technologies can be risky because problems, expenses and delays frequently occur, and costs may or may not come down quickly enough for such products using new technologies to rapidly penetrate mass market applications.
The loss or unavailability of any or all of these individuals could harm our ability to execute our business plan, maintain important business relationships and complete certain product development initiatives, which would have a material adverse effect on our business, results of operations and financial conditions. Dependence on SPD-Smart technology.
The loss or unavailability of any or all of these individuals could harm our ability to execute our business plan, maintain important business relationships and complete certain product development initiatives, which would have a material adverse effect on our business, results of operations and financial conditions.
In the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition and long-term prospects. 36 We have never declared a cash dividend and do not intend to declare a cash dividend in the foreseeable future.
In the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition and long-term prospects. 16 We have never declared a cash dividend and do not intend to declare a cash dividend in the foreseeable future We have never declared or paid cash dividends on our common stock.
Because SPD technology is the only technology we work with, our success depends upon the viability of SPD technology which has yet to be fully proven.
Dependence on SPD-Smart technology Because SPD technology is the only technology we work with, our success depends upon the viability of SPD technology which has yet to be fully proven.
If such commercialization is reduced, our revenues, results of operations and financial condition could be negatively impacted. 37 Limited source of SPD film. Our end-product licensees require a source of SPD film to manufacture finished products. Currently, Showa Denko Chemical and Gauzy Ltd. are the only sources of commercial quantities of SPD-film.
If such commercialization is reduced, our revenues, results of operations and financial condition could be negatively impacted. Limited source of SPD film Our end-product licensees require a source of SPD film to manufacture finished products. Currently, Gauzy Ltd. is the only source of commercial quantities of SPD-film.
We have experienced net losses from operations, and we may continue to incur net losses from operations in the future. We have incurred substantial costs and expenses in researching and developing our SPD technology. As of December 31, 2024, we had an accumulated deficit of $125.6 million since our inception.
History of Operating Losses We have experienced net losses from operations, and we may continue to incur net losses from operations in the future. We have incurred substantial costs and expenses in researching and developing our SPD technology. As of December 31, 2025, we had an accumulated deficit of $127.6 million since our inception.
The existence of material weaknesses or significant deficiencies in internal control over financial reporting could adversely affect our reputation or investor perceptions of us, which could have a negative effect on the trading price of our stock.
The existence of material weaknesses or significant deficiencies in internal control over financial reporting could adversely affect our reputation or investor perceptions of us, which could have a negative effect on the trading price of our stock. In addition, we may incur additional costs to remediate material weaknesses or significant deficiencies in our internal control over financial reporting.
As noted above, we have incurred recurring losses since inception and expect to continue to incur losses as a result of costs and expenses related to our research and continued development of our SPD technology and our corporate general and administrative expenses.
We may not generate sufficient cash flows to cover our operating expenses As noted above, we have incurred recurring losses since inception and expect to continue to incur losses as a result of costs and expenses related to our research and continued development of our SPD technology and our corporate general and administrative expenses.
We have several large licensees that account for 10% or more of our annual fee income. During 2024, four licensees accounted for 34%, 28%, 11% and 11%, respectively, of fee income recognized for the year. During 2023, four licensees accounted for 39%, 16%, 16% and 13%, respectively, of fee income recognized for the year.
We have several large licensees that account for 10% or more of our annual fee income During 2025, five licensees accounted for 21%, 20%, 20%, 19% and 13%, respectively, of fee income recognized for the year. During 2024, four licensees accounted for 34%, 28%, 11% and 11%, respectively, of fee income recognized for the year.
We currently depend upon the activities of our licensees in order to be profitable. Although a variety of products have been sold by our licensees, and because it is up to our licensees to decide when and if they will introduce products using SPD technology, we cannot predict when and if our licensees will generate substantial sales of such products.
Although a variety of products have been sold by our licensees, and because it is up to our licensees to decide when and if they will introduce products using SPD technology, we cannot predict when and if our licensees will generate substantial sales of such products. Our SPD technology is currently licensed to numerous companies.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed 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.
If we fail to maintain an effective system of internal control over financial reporting, the accuracy and timing of our financial reporting may be adversely affected Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed 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.
The loss of all or a substantial portion of the fee income from any of these customers (or certain other significant customers) could have a material adverse effect on our business, financial condition, and/or results of operations. SPD-Smart products face intense competition, which could affect our ability to increase our revenues.
The loss of all or a substantial portion of the fee income from any of these customers (or certain other significant customers) could have a material adverse effect on our business, financial condition, and/or results of operations.
As of December 31, 2024, we had approximately $2.0 million in cash and cash equivalents. As we take steps in the commercialization and marketing of our technology or respond to potential opportunities and/or adverse events, our working capital needs may change.
As we take steps in the commercialization and marketing of our technology or respond to potential opportunities and/or adverse events, our working capital needs may change.
As of December 31, 2024, we had working capital of approximately $2.5 million, cash and cash equivalents of approximately $2.0 million, shareholders’ equity of approximately $2.6 million and an accumulated deficit of $125.6 million.
As of December 31, 2025, we had working capital of approximately $0.8 million, cash and cash equivalents of approximately $0.7 million, shareholders’ equity of approximately $0.9 million and an accumulated deficit of $127.6 million.
In addition, we may incur additional costs to remediate material weaknesses or significant deficiencies in our internal control over financial reporting. 38 We cannot assure you that a material weakness will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting.
We cannot assure you that a material weakness will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting.
We do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future. We do not directly manufacture products using SPD technology. We currently depend upon the activities of our licensees and their customers in order to be profitable. We do not directly manufacture products using SPD technology.
We currently depend upon the activities of our licensees and their customers in order to be profitable We do not directly manufacture products using SPD technology. We currently depend upon the activities of our licensees in order to be profitable.
In addition, many of our competitors have well-established relationships with our current and potential customers and have extensive knowledge of our industry.
Many of our current and potential competitors have significantly greater financial, technical, marketing and other resources than we have. In addition, many of our competitors have well-established relationships with our current and potential customers and have extensive knowledge of our industry.
If our competitors develop new technologies or new products, improve the functionality or quality of their current products, or reduce their prices, and if we are unable to respond to such competitive developments quickly either because our research and development efforts do not keep pace with our competitors or because of our lack of financial resources, we may be unable to compete effectively.
If our competitors develop new technologies or new products, improve the functionality or quality of their current products, or reduce their prices, and if we are unable to respond to such competitive developments quickly either because our research and development efforts do not keep pace with our competitors or because of our lack of financial resources, we may be unable to compete effectively. 17 Declining production of automobiles, airplanes, trains, boats and real estate could harm our business Our licensees’ commercialization efforts of SPD-Smart products could be negatively impacted if the global production of automobiles, airplanes, trains, boats and real estate construction declines significantly.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. 18 If we identify material weaknesses or significant deficiencies in our internal controls or disclosure controls, we may be unable to provide required financial information in a timely and reliable manner and we may incorrectly report financial information.
Our net loss was $1.3 million in 2024 and $1.9 million in 2023, (which includes non-cash accounting charges in 2024 and 2023 of $0.1 million and $0.1 million, respectively, resulting from the expensing of grants of stock options). We may not generate sufficient cash flows to cover our operating expenses.
Our net loss was $2.0 million in 2025 and $1.3 million in 2024, (which includes non-cash accounting charges in 2025 and 2024 of $0.4 million and $0.1 million, respectively, resulting from the expensing of grants of stock options).
As of December 31, 2024, the Company had cash and cash equivalents of approximately $2.0 million, working capital of $2.5 million and total shareholders’ equity of $2.6 million. Based on our current operations, we expect to have sufficient working capital for more than the next 5 years of operations. History of Operating Losses.
As of December 31, 2025, the Company had cash and cash equivalents of approximately $0.7 million, working capital of $0.8 million and total shareholders’ equity of $0.9 million. Based on our current operations, we expect to have sufficient working capital for the foreseeable future.
We have never declared or paid cash dividends on our common stock. Payment of dividends on our common stock is within the discretion of our Board of Directors and will depend upon our future earnings, capital requirements, financial condition and other relevant factors.
Payment of dividends on our common stock is within the discretion of our Board of Directors and will depend upon our future earnings, capital requirements, financial condition and other relevant factors. We do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future. We do not directly manufacture products using SPD technology.
While we expect that our licensees would be primarily responsible for manufacturing and marketing SPD-Smart products and components, we are also engaging in market development activities to support our licensees and build the smart glass industry. We cannot control whether or not our licensees will develop SPD products.
Other companies are also evaluating SPD technology for use in various products. In the past, some companies have evaluated our technology without proceeding further. While we expect that our licensees would be primarily responsible for manufacturing and marketing SPD-Smart products and components, we are also engaging in market development activities to support our licensees and build the smart glass industry.
The market for SPD-Smart products is intensely competitive and we expect competition to increase in the future. We compete based on the functionality and the quality of our product. Many of our current and potential competitors have significantly greater financial, technical, marketing and other resources than we have.
SPD-Smart products face intense competition, which could affect our ability to increase our revenues The market for SPD-Smart products is intensely competitive and we expect competition to increase in the future. We compete based on the functionality and the quality of our product.
There are risks associated with investing in companies such as ours who are primarily engaged in research and development. In addition to risks which could apply to any company or business, you should also consider the business we are in and the following: Source and Need for Capital.
In addition to risks which could apply to any company or business, you should also consider the business we are in and the following: Source and Need for Capital As of December 31, 2025, we had approximately $0.7 million in cash and cash equivalents.
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Our SPD technology is currently licensed to over 40 companies. Other companies are also evaluating SPD technology for use in various products. In the past, some companies have evaluated our technology without proceeding further.
Added
There are risks associated with investing in companies such as ours who are primarily engaged in research and development.
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Declining production of automobiles, airplanes, trains, boats and real estate could harm our business. Our licensees’ commercialization efforts of SPD-Smart products could be negatively impacted if the global production of automobiles, airplanes, trains, boats and real estate construction declines significantly.
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Based on current operating levels and assumptions regarding future royalty growth, we believe our existing cash and working capital are sufficient to fund operations for the foreseeable future. However, actual results may differ from these expectations due to factors including licensee performance and financial stability, timing of royalty receipts, and macroeconomic conditions.
Removed
If we fail to maintain an effective system of internal control over financial reporting, the accuracy and timing of our financial reporting may be adversely affected.
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We cannot control whether or not our licensees will develop SPD products. Some of our licensees appear to be more active than others, some appear to be better capitalized than others, and some licensees appear to be inactive.
Removed
If we identify material weaknesses or significant deficiencies in our internal controls or disclosure controls, we may be unable to provide required financial information in a timely and reliable manner and we may incorrectly report financial information.
Added
We rely on independent licensees to manufacture and sell products incorporating our technology. The financial distress, insolvency or operational disruption of any significant licensee could delay production, disrupt supply chains, affect the timing of royalty income or require transition to alternative licensees, which may not occur without interruption or additional cost.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES The Company currently occupies approximately 9,500 square feet of space at an annual rent which, in 2024 was approximately $198,000, for its executive office, research facility and SPD-Smart Glass Design Center at 240 Crossways Park Drive, Woodbury, New York 11797 under a lease expiring December 31, 2027, with renewal options through December 31, 2031.
Biggest changeITEM 2. PROPERTIES The Company currently occupies approximately 9,500 square feet of space at an annual rent which, in 2025 was approximately $268,000, for its executive office, research facility and SPD-Smart Glass Design Center at 240 Crossways Park Drive, Woodbury, New York 11797 under a lease expiring December 31, 2027, with renewal options through December 31, 2031.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest change(2) The following table sets forth the range of the high and low selling prices (as provided by the National Association of Securities Dealers) of the Company’s common stock for each quarterly period within the past two fiscal years: Quarter Ended Low High March 31, 2023 $ 1.68 $ 2.30 June 30, 2023 1.42 1.85 September 30, 2023 0.99 1.75 December 31, 2023 0.90 1.29 March 31, 2024 $ 0.93 $ 1.57 June 30, 2024 1.16 2.41 September 30, 2024 1.79 2.39 December 31, 2024 1.53 2.31 These quotations may reflect inter-dealer prices, without retail mark-up, mark-down, or commission, and may not necessarily represent actual transactions. 39 (b) Approximate Number of Security Holders As of March 5, 2025, there were approximately 269 holders of record of the Company’s common stock and the closing price of our common stock was $1.27 per share.
Biggest change(2) The following table sets forth the range of the high and low selling prices (as provided by the National Association of Securities Dealers) of the Company’s common stock for each quarterly period within the past two fiscal years: Quarter Ended Low High March 31, 2024 $ 0.93 $ 1.57 June 30, 2024 $ 1.16 $ 2.41 September 30, 2024 $ 1.79 $ 2.39 December 31, 2024 $ 1.53 $ 2.31 March 31, 2025 $ 1.10 $ 1.86 June 30, 2025 $ 0.93 $ 2.09 September 30, 2025 $ 1.21 $ 1.97 December 31, 2025 $ 1.26 $ 2.70 These quotations may reflect inter-dealer prices, without retail mark-up, mark-down, or commission, and may not necessarily represent actual transactions.
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES (a) Market Information (1) The Company’s common stock is traded on the NASDAQ Capital Market under the symbol “REFR”. As of March 5, 2025, there were 33,648,221 shares of common stock outstanding.
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES (a) Market Information (1) The Company’s common stock is traded on the NASDAQ Capital Market under the symbol “REFR”. As of March 4, 2026, there were 34,648,221 shares of common stock outstanding.
The Company estimates that there are approximately 5,000 beneficial holders of the Company’s common stock. (c) Dividends The Company has not declared or paid cash dividends on its common stock for the two most recent fiscal years and does not expect to declare or pay any cash dividends in the foreseeable future.
(c) Dividends The Company has not declared or paid cash dividends on its common stock for the two most recent fiscal years and does not expect to declare or pay any cash dividends in the foreseeable future. There are no restrictions on the payment of dividends. (d) Issuer Purchases of Equity Securities None.
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There are no restrictions on the payment of dividends. (d) Issuer Purchases of Equity Securities None.
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(b) Approximate Number of Security Holders As of March 4, 2026, there were approximately 259 holders of record of the Company’s common stock and the closing price of our common stock was $1.01 per share. The Company estimates that there are approximately 5,000 beneficial holders of the Company’s common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe Company expects revenue in all market segments to increase further as new car models and other products using the Company’s SPD-SmartGlass technology are introduced into the market. Operating expenses decreased by $152,237 for the year ended December 31, 2024 to $2,207,397 from $2,359,634 for the year ended December 31, 2023.
Biggest changeThis decrease in fee income in 2025 by $214,283, a decrease of 16%, was primarily the result of lower royalties from the automotive and aircraft markets. The Company expects revenue in all market segments to increase as new car models and other products using the Company’s SPD-SmartGlass technology are introduced into the market.
Also, licensees offset some or all of their royalty payments on sales of licensed products for a given period by applying these advance payments towards such earned royalty payments. In 2024 and 2023, the Company received royalty revenues from sales of SPD-SmartGlass products for various car models that were accretive to the Company’s royalty revenue.
Also, licensees offset some or all of their royalty payments on sales of licensed products for a given period by applying these advance payments towards such earned royalty payments. In 2025 and 2024, the Company received royalty revenues from sales of SPD-SmartGlass products for various car models that were accretive to the Company’s royalty revenue.
Financial Condition, Liquidity and Capital Resources The Company has primarily utilized its cash, cash equivalents and proceeds from sales of our common stock, proceeds from the exercise of options and warrants, and royalty fees collected to fund its research and development, for marketing initiatives, and for other working capital purposes.
The Company has primarily utilized its cash, cash equivalents and proceeds from sales of our common stock, proceeds from the exercise of options and warrants, and royalty fees collected to fund its research and development, for marketing initiatives, and for other working capital purposes.
No income tax benefit or expense was recorded for the years ended December 31, 2024 and 2023.
No income tax benefit or expense was recorded for the years ended December 31, 2025 and 2024.
The Company believes that its current cash and cash equivalents would fund its operations for more than the 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.
The Company believes that its current cash and cash equivalents would fund its operations for more than the foreseeable future. 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.
Contractual Obligations: The Company has an operating lease for its facility with a remaining lease term of 7.0 years, including renewal options as of December 31, 2024.
Contractual Obligations The Company has an operating lease for its facility with a remaining lease term of 6.0 years, including renewal options as of December 31, 2025.
The Company’s net investment income for the year ended December 31, 2024 was $95,339 as compared to net investment income of $124,938 for the year ended December 31, 2023.
The Company’s net investment income for the year ended December 31, 2025 was $39,227 as compared to net investment income of $95,339 for the year ended December 31, 2024.
The Company recorded $35,152 of other income during the year ended December 31, 2024 relating to an Employee Retention Credit, a refundable payroll tax credit available under the Coronavirus Aid, Relief, and Economic Security Act (“Cares Act”) that was designed to keep employees on the payroll during the COVID-19 pandemic.
This difference was primarily due to lower cash balances available for investment. 22 The Company recorded $47,357 and $35,152 of other income during the years ended December 31, 2025 and 2024, respectively, relating to an Employee Retention Credit, a refundable payroll tax credit available under the Coronavirus Aid, Relief, and Economic Security Act (“Cares Act”) that was designed to keep employees on the payroll during the COVID-19 pandemic.
The maturities over time of the operating lease obligations as of December 31, 2024 were as follows: December 31, 2024 Year 1 $ 217,000 Years 2-3 450,000 Years 4-5 481,000 Thereafter 511,000 Total lease payments $ 1,659,000 See Note 8 to our Consolidated Financial Statements for further discussion of the Company’s lease obligations.
The maturities over time of the operating lease obligations as of December 31, 2025 were as follows: December 31, 2025 Year 1 $ 223,000 Years 2-3 464,000 Years 4-5 496,000 Thereafter 259,000 Total lease payments $ 1,442,000 See Note 9 to our Consolidated Financial Statements for further discussion of the Company’s lease obligations.
The Company expects to generate additional royalty income from the near-term introduction of additional new car and aircraft models from other OEMs (original equipment manufacturers), continued growth of sales of products using the Company’s technology for the marine industry in yachts and other watercraft, in trains, in museums, and in larger architectural projects. 41 Year ended December 31, 2024 Compared to the Year ended December 31, 2023 The Company’s fee income from licensing activities for the year ended December 31, 2024 was $1,335,531 compared to $909,598 for the year ended December 31, 2023.
The Company expects to generate additional royalty income from the near-term introduction of additional new car and aircraft models from other OEMs (original equipment manufacturers), continued growth of sales of products using the Company’s technology for the marine industry in yachts and other watercraft, in trains, in museums, and in larger architectural projects.
Operating expenses for the years ended December 31, 2024 and 2023 include $84,000 and $137,000, respectively, of non-cash charges for stock options granted to employees and directors. Research and development expenditures decreased by $13,259 for the year ended December 31, 2024 to $570,007 from $583,266 for the year ended December 31, 2023.
Operating expenses for the years ended December 31, 2025 and 2024 include $354,000 and $84,000, respectively, of non-cash charges for stock options granted to employees, directors and consultants. Research and development expenditures increased by $38,725 for the year ended December 31, 2025 to $608,732 from $570,007 for the year ended December 31, 2024.
The Company’s royalty income from this market may be influenced by numerous factors including various trends affecting demand in the automotive industry and the rate of introduction of new technology in OEM product lines and the impact of COVID-19.
The Company currently believes that the automotive market will be the largest source of its royalty income over the next several years. The Company’s royalty income from this market may be influenced by numerous factors including various trends affecting demand in the automotive industry and the rate of introduction of new technology in OEM product lines.
Based on current operations, we expect to have sufficient working capital for more than the next five years of operations. 42 The Company expects to use its cash to fund its research and development of SPD light valves, its expanded marketing initiatives, and for other working capital purposes.
Based on current operations, we expect to have sufficient working capital for a period of at least 12 months from the date of this filing. The Company expects to use its cash to fund its research and development of SPD light valves, its expanded marketing initiatives, and for other working capital purposes.
As a consequence of the factors discussed above, the Company’s net loss was $1,311,382 ($0.04 per common share) for the year ended December 31, 2024, which was $596,982, (31%) lower than the net loss of $1,908,364 ($0.06 per common share) for the year ended December 31, 2023.
As a consequence of the factors discussed above, the Company’s net loss was $2,045,584 ($0.06 per common share) for the year ended December 31, 2025, as compared to the net loss of $1,311,382 ($0.04 per common share) for the year ended December 31, 2024.
During 2024, the Company’s cash and cash equivalents balance decreased by $481,772 principally as a result of cash used for operations of $788,819 and for the purchase of property and equipment of $1,623, partially offset by cash generated from the issuance of capital stock and warrants of $300,000 as well as cash generated from the exercise of options of $8,670.
The eventual success of the Company and generation of positive cash flow will be dependent upon the extent of commercialization of products using the Company’s technology by the Company’s licensees and payments of continuing royalties on account thereof. 23 During 2024, the Company’s cash and cash equivalents balance decreased by $481,772 principally as a result of cash used for operations of $788,819 and for the purchase of property and equipment of $1,623, partially offset by cash generated from the issuance of capital stock and warrants of $300,000 as well as cash generated from the exercise of options of $8,670.
The Company determined that its license agreements provide for three performance obligations: (i) Grant of Use, (ii) Technical Support, and (iii) New Improvements. 40 The best method for determining the standalone selling price of our Grant of Use performance obligation is through a comparison of the average royalty rate for comparable license agreements as compared to our license agreements.
The best method for determining the standalone selling price of our Grant of Use performance obligation is through a comparison of the average royalty rate for comparable license agreements as compared to our license agreements.
At December 31, 2023, the Company had cash and cash equivalents of $2.5 million, working capital of $3.3 million and total shareholders’ equity of $3.5 million. Inflation The Company does not believe that inflation has a significant impact on its business.
At December 31, 2024, the Company had cash and cash equivalents of $2.0 million, working capital of $2.5 million and total shareholders’ equity of $2.6 million. Based on current operations, we expect to have sufficient working capital for more than the foreseeable future. Inflation The Company does not believe that inflation has a significant impact on its business.
This decrease was the result of lower materials costs ($15,000), lower allocated insurance costs ($14,000) partially offset by higher allocated facility costs ($17,000). Research and development costs include non-cash charges for stock options granted to employees of $5,000 and $8,000 in 2024 and 2023, respectively.
This increase was the result of higher occupancy costs ($47,000) as well as higher employee compensation costs ($12,000) partially offset by lower insurance costs ($25,000). Research and development costs include non-cash charges for stock options granted to employees of $21,000 and $5,000 in 2025 and 2024, respectively.
Actual results could differ from these estimates. The Company recognizes revenue in accordance with ASC 606, “Revenue from Contracts with Customers”.
Actual results could differ from these estimates. The Company recognizes revenue in accordance with ASC 606, “Revenue from Contracts with Customers”. The Company determined that its license agreements provide for three performance obligations: (i) Grant of Use, (ii) Technical Support, and (iii) New Improvements.
Certain of the fees are accrued by, or paid to, the Company in advance of the period in which they are earned, resulting in deferred revenue. Royalty receivables are stated less allowance for credit losses. The allowance represents estimated uncollectible receivables usually due to licensees’ potential insolvency.
Certain of the fees are accrued by, or paid to, the Company in advance of the period in which they are earned, resulting in deferred revenue. Certain license agreements contain minimum annual royalty provisions and prepaid royalty structures.
The allowance includes amounts for certain licensees where risk of default has been specifically identified. The Company evaluates the collectability of its receivables on at least a quarterly basis and records appropriate allowances for credit losses when necessary.
The Company evaluates the collectability of its receivables on at least a quarterly basis and records appropriate allowances for credit losses when necessary. 21 Results of Operations Overview The majority of the Company’s fee income comes from the activities of several licensees participating in the automotive market.
At December 31, 2024, the Company had cash and cash equivalents of $2.0 million, working capital of $2.5 million and total shareholders’ equity of $2.6 million.
During 2025, the Company’s cash and cash equivalents balance decreased by $1,329,887 principally as a result of cash used for operations of $1,329,161 and for the purchase of property and equipment of $726. At December 31, 2025, the Company had cash and cash equivalents of $0.7 million, working capital of $0.9 million and total shareholders’ equity of $1.0 million.
The decrease is the result of lower credit loss expense ($70,000), lower marketing and investor relations costs ($59,000), lower patent costs ($45,000) as well as lower legal and professional fees ($37,000), partially offset by higher foreign taxes withheld on payments received from foreign licensees ($34,000).
The increase is the result of higher credit loss expense ($129,000), higher directors fees and expenses ($162,000, consisting of non-cash costs of stock options granted to directors), higher marketing and investor relations costs ($68,000) as well as higher film purchase costs ($40,000) and higher professional fees ($37,000).
Removed
Results of Operations Overview The majority of the Company’s fee income comes from the activities of several licensees participating in the automotive market. The Company currently believes that the automotive market will be the largest source of its royalty income over the next several years.
Added
In periods where sales volumes increase rapidly or supply transitions occur, royalty income attributable to such sales may be absorbed by previously paid minimum royalties and not recognized until thresholds are exceeded. As a result, our reported revenues in a particular period may not directly correspond to underlying product sales volumes, which could increase volatility in our reported results.
Removed
This increase in fee income in 2024 by $425,933, an increase of 47%, was primarily the result of higher royalties from the automotive and aircraft markets, an increase by 48%, as compared to 2023.
Added
Royalty receivables are stated less allowance for credit losses. The allowance represents estimated uncollectible receivables usually due to licensees’ potential insolvency. The allowance includes amounts for certain licensees where risk of default has been specifically identified.
Removed
This difference was primarily due to changes in interest rates paid on money market accounts and gain on sale of investments of $57,149 during the year ended December 31, 2023, as well as lower cash balances available for investment.
Added
Year ended December 31, 2025 Compared to the Year ended December 31, 2024 The Company’s fee income from licensing activities for the year ended December 31, 2025 was $1,121,248 compared to $1,335,531 for the year ended December 31, 2024.
Removed
The eventual success of the Company and generation of positive cash flow will be dependent upon the extent of commercialization of products using the Company’s technology by the Company’s licensees and payments of continuing royalties on account thereof.
Added
Automotive royalty income during 2025 was negatively impacted by the bankruptcy and replacement of a European licensee supplying Ferrari. While underlying Ferrari vehicle sales were strong in 2025, royalty income recognition was reduced due to (i) the cessation of operations by the former licensee and (ii) the application of minimum annual royalty credits under the replacement licensee agreement.
Removed
During 2023, the Company’s cash and cash equivalents balance decreased by $1,754,958 principally as a result of cash generated from the exercise of warrants of $484,502 as well as cash generated from the sale and maturities of marketable securities of $5,491,535 offset by cash used for operations of $2,295,051 and cash used for the purchase of marketable securities of $5,434,386 and for the purchase of property and equipment of $1,558.
Added
Beginning in the third and fourth quarters of 2025, these minimum thresholds were exceeded, allowing additional Ferrari-related royalty income to be recognized. Operating expenses increased by $437,287 for the year ended December 31, 2025 to $2,644,684 from $2,207,397 for the year ended December 31, 2024.
Added
Financial Condition, Liquidity and Capital Resources On February 18, 2026, the Company entered into subscription agreements from 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 for the retrofit architectural glass market.
Added
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 received $1.1 million in proceeds from the sale of common stock to the investors.
Added
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.
Added
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.

Other REFR 10-K year-over-year comparisons