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RESEARCH FRONTIERS INC

For the period ended Dec 31, 2025. Filed Mar 5, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 5, 2026

REFR$0.37-0.8%Stored close · as of Nov 6, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2025-03-06.

0001493152-25-009377

Item 1A. RISK FACTORS

Current report: 10-K

Period ended 2025-12-31; filed 2026-03-05.

0001493152-26-008988

Item 1A. RISK FACTORS

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 35 previous paragraphs and 35 current paragraphs.

28 unchanged; 7 reworded; 0 added; 0 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Reworded paragraphs (7)

Previous wording

As of December 31, 2024, we had approximately $2.0 million in cash and cash equivalents.

Current wording

As of December 31, 2025, we had approximately $0.7 million in cash and cash equivalents.

Previous wording

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.

Current wording

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. 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.

Previous wording

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. 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).

Current wording

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. 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).

Previous wording

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. Our limited capital resources and operations to date have been substantially funded through sales of our common stock, exercise of options and warrants and royalty fees collected. As of 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. 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.

Current wording

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. Our limited capital resources and operations to date have been substantially funded through sales of our common stock, exercise of options and warrants and royalty fees collected. As of 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 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.

Previous wording

We do not directly manufacture products using SPD technology. 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. 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. 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. 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. 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.

Current wording

We do not directly manufacture products using SPD technology. 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. Our SPD technology is currently licensed to numerous 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. 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. 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. 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. 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. 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.

Previous wording

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. 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.

Current wording

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. 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.

Previous wording

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. There are several other companies that are licensed to manufacture SPD-film, but they have not begun commercial production of this film. Our end-product licensees’ ability to sell SPD products could be negatively impacted if there was a prolonged disruption in SPD-film availability. Such a disruption could also negatively impact our revenues, results of operations and financial condition.

Current wording

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. There are several other companies that are licensed to manufacture SPD-film, but they have not begun commercial production of this film. Our end-product licensees’ ability to sell SPD products could be negatively impacted if there was a prolonged disruption in SPD-film availability. Such a disruption could also negatively impact our revenues, results of operations and financial condition.