UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): ~~September~~February 1518, ~~2025~~2026

RESEARCH FRONTIERS INCORPORATED

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

delaware	000-14893		11-2103466
(STATE OR OTHER JURISDICTION		(COMMISSION		(IRS EMPLOYER
OF INCORPORATION)		FILE NUMBER)		IDENTIFICATION NO.)

240 CROSSWAYS PARK DRIVE

WOODBURY, new york 11797-2033

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (516) 364-1902

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) [240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act

Title of each Class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		REFR		The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.0201. ~~Departure~~Entry ofInto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Agreement

~~RESEARCH~~On ~~FRONTIERS~~February ~~ANNOUNCES~~18, ~~RETIREMENT~~2026, OFthe ~~MICHAEL~~Company R.entered ~~LAPOINTE~~into subscription agreements with a group of private accredited investors, ~~WHO~~which ~~LED~~included family ~~EXPANSION~~members OFof a director of the Company, as well as the owner of a licensee of the Company licensed to produce SPD-~~SMART~~SmartGlass ~~AEROSPACE~~products including ~~PROGRAMS~~SPD-SmartGlass products for the retrofit architectural glass market.

~~WOODBURY,~~The ~~NY,~~investors ~~September~~purchased ~~15,~~1.1 ~~2025~~million –shares ~~Research~~of ~~Frontiers~~common ~~Inc~~stock of the Company at a price of $1.00 per share (~~Nasdaq:~~which ~~REFR)~~represents the closing market price of the Company’s common stock on February 13, 2026 which was the ~~developer~~date ~~and~~that ~~licensor~~the transaction was agreed to). The Company will receive $1.1 million in proceeds from the sale of ~~SPD-SmartGlass~~common ~~technology~~stock to the investors. For each share received, ~~today~~the investor also ~~announced~~received ~~that~~one ~~Michael~~warrant R(expiring on February 28, 2031) to purchase one share of common stock at an exercise price of $1.10 ~~LaPointe~~for warrant exercises occurring on or before February 28, ~~Vice~~2027, ~~President~~$1.20 –for ~~Aerospace~~warrant ~~Products~~exercises occurring between March 1, ~~has~~2027 ~~retired~~through ~~from~~February ~~the~~29, 2028, ~~Company~~$1.30 ~~effective~~for ~~September~~warrant 15exercises occurring between March 1, ~~2025~~2028 through February 28, 2029, and $1.50 for warrant exercises occurring after February 28, 2029 and prior to the expiration of the warrants.

~~Mr.~~The ~~LaPointe~~shares ~~has~~were ~~worked~~issued ~~with~~to ~~Research~~the ~~Frontiers~~investors ~~since~~in ~~1994~~a ~~and~~private ~~joined~~placement ~~Research~~and, ~~Frontiers~~along aswith anthe ~~employee~~shares issued in ~~2000~~connection ~~and~~with ~~served~~the inexercise ~~a variety~~ of ~~senior~~any ~~leadership~~warrants in ~~roles~~the future, ~~including~~are ~~Vice~~not ~~President~~registered ~~– Marketing,~~ and ~~Vice~~therefore ~~President~~currently –subject ~~Aerospace~~to ~~Products.~~at ~~During~~least ~~his~~a ~~over 30~~six ~~years~~month ofholding ~~association~~period ~~with~~by the ~~Company, Mr~~investor. ~~LaPointe~~Research ~~made~~Frontiers is ~~significant~~filing ~~contributions~~the torelated ~~the~~transaction ~~commercialization~~documents ~~and~~as ~~growth~~Exhibits of1.1 ~~SPD-Smart technology~~and ~~across~~1.2 ~~architectural,~~to ~~automotive,~~this ~~museum~~current ~~and~~report ~~aerospace~~on ~~applications~~Form 8-K.

~~Under~~This ~~Mr.~~report ~~LaPointe’s~~may ~~leadership,~~include ~~Research~~statements ~~Frontiers’~~that ~~patented~~may ~~SPD~~constitute “forward-~~Smart~~looking” ~~Electronically~~statements ~~Dimmable~~as ~~Windows~~referenced ~~(EDWs)~~in ~~have~~the ~~redefined~~Private ~~the~~Securities Litigation ~~passenger~~Reform ~~experience~~Act ~~across~~of ~~general~~1995. ~~aviation,~~Those ~~business~~statements ~~jets~~usually contain words such as “believe”, ~~helicopters~~“estimate”, ~~and~~“project”, “intend”, ~~commercial~~“expect”, ~~transport~~or ~~aircraft~~similar expressions. ~~Supplied~~Any ~~through~~forward-looking ~~Research Frontiers’~~statements ~~licensed~~are ~~partners~~made by the Company in good faith, pursuant ~~SPD~~to the safe-~~Smart~~harbor ~~EDWs~~provisions ~~allow~~of ~~passengers~~the ~~and~~Act. ~~crews~~These toforward-looking ~~instantly~~statements reflect management’s current views and ~~precisely~~projections regarding ~~control~~economic ~~light~~conditions, ~~glare,~~industry environments and ~~heat at~~Company ~~the~~performance. ~~touch~~Factors, ofwhich acould ~~button~~significantly —change ~~preserving views~~results, ~~improving~~include but ~~the~~are ~~perception~~not oflimited ~~cabin~~to: ~~space~~sales performance, ~~reducing~~expense ~~fatigue~~levels, ~~and~~competitive ~~creating~~activity, ~~cooler~~interest rates, ~~quieter cabins.~~changes ~~Unlike~~in ~~slower~~the ~~electrochromic~~Company’s ~~alternatives,~~financial condition ~~SPD-Smart~~and ~~EDWs~~several ~~respond~~business ~~instantly~~factors. toAdditional ~~changing~~information ~~conditions,~~regarding these and ~~automatically~~other ~~shift~~factors ~~to their~~may ~~maximum~~be ~~heat~~included in the Company’s quarterly 10-~~blocking~~Q ~~state~~and ~~when~~10K ~~needed~~filings ~~most~~and other public documents, ~~such~~copies asof ~~during~~which ~~boarding~~are onavailable ~~hot~~from ~~tarmacs.~~the ~~This~~Company ~~unique~~on ~~performance~~request. ~~delivers~~By ~~healthier~~making these ~~daylight~~forward-looking ~~management~~statements, ~~thermal~~the ~~and~~Company ~~acoustic~~undertakes ~~insulation,~~no ~~and~~obligation ~~seamless~~to ~~integration~~update ~~with~~these ~~other~~statements ~~cabin~~for ~~systems~~revisions ~~for~~or achanges ~~superior~~after ~~passenger~~the ~~experience~~date of this report.

The ~~programs~~information ~~that~~in ~~developed~~this ~~under~~Form ~~Mr. LaPointe’s leadership highlight the growing adoption of SPD~~8-~~Smart~~K ~~technology~~shall ~~throughout~~not ~~aerospace. Today,~~be ~~leading~~deemed ~~aircraft~~“filed” ~~OEMs,~~for ~~Tier-1~~purposes ~~suppliers,~~of ~~and~~Section ~~airlines~~18 ~~are~~of ~~embracing~~the ~~SPD-Smart~~Securities ~~EDWs~~Exchange asAct ~~standard~~of ~~or featured equipment. Airbus has incorporated SPD-Smart EDWs into its ACJ TwoTwenty~~1934, ~~while Airbus Helicopters has also selected SPD solutions. Additional adoption includes~~ ~~Honda~~nor ~~Aircraft,~~shall ~~Textron~~they ~~Beechcraft,~~be ~~Epic~~deemed ~~Aircraft,~~incorporated ~~Daher,~~by ~~and~~reference ~~Dassault.~~in ~~SPD-Smart~~any ~~EDWs~~filing ~~have~~under ~~been~~the ~~contracted~~Securities ~~across~~Act ~~five~~of ~~helicopter OEM programs~~1933, 12except ~~aircraft~~as ~~OEM~~shall ~~programs,~~be anexpressly ~~airline~~set ~~retrofit program, and more than 40 aftermarket aircraft models, confirming their unmatched~~forth ~~ability~~by tospecific ~~elevate~~reference ~~passenger comfort, well-being, and operational efficiency~~ in ~~modern~~such ~~aviation~~filing.

Joseph M. Harary, President and CEO of Research Frontiers, noted: “Mike’s vision, energy, and commitment helped shape our aerospace business and strengthened our global partnerships. We are deeply grateful for his many contributions to Research Frontiers and the aerospace industry, and extend our warmest wishes as he begins his well-deserved retirement.”

Mr. LaPointe commented: “I am proud of my years at Research Frontiers and of our work to bring SPD-Smart technology to market. It has been an honor to work alongside such talented colleagues at Research Frontiers and to collaborate with the exceptional teams at our licensed partners around the world. Together, we have built lasting partnerships and advanced a technology that I’m certain will continue to transform the aerospace industry. I look forward to following the Company’s continued growth and success, and even broader adoption of SPD-Smart products for all industries.”

Details are noted in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The Research Frontiers press release is also available on the Company’s website at www.SmartGlass.com and at various other places on the internet.

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

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

Item 9.01. Financial Statements and Exhibits.

99.1	Research Frontiers Press Release dated September 15, 2025.
1.1		Form of Subscription Agreement
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
1.2		Form of Warrant Agreement.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RESEARCH FRONTIERS INCORPORATED

		/s/ Joseph M. Harary
	By:	Joseph M. Harary
	Title:	President and CEO

Dated: ~~September~~February 1518, ~~2025~~2026

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