RESEARCH FRONTIERS INC 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) of THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarter ended September 30, 2024 Commission File Number 000-14893 RESEARCH FRONTIERS INCORPORATED (Exact name of registrant as specified in its charter) delaware 11-2103466 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 240 CROSSWAYS PARK DRIVE WOODBURY , new york 11797-2033 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code (516) 364-1902 Securities registered pursuant to Section 12(b) of the Act: Title of Class Name of Exchange on Which Registered Common Stock, $0.0001 Par Value The NASDAQ Stock Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☒ 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. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ 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 the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of November 7, 2024, there were outstanding 33,517,787 shares of Common Stock, par value $ 0.0001 per share. TABLE OF CONTENTS Page(s) Condensed Consolidated Balance Sheets September 30, 2024 (Unaudited) and December 31, 2023 3 Condensed Consolidated Statements of Operations for the Nine and Three Months Ended September 30, 2024 and 2023 (Unaudited) 4 Condensed Consolidated Statements of Shareholders’ Equity for the Nine and Three Months Ended September 30, 2024 and 2023 (Unaudited) 5 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023 (Unaudited) 6 Notes to the Condensed Consolidated Financial Statements (Unaudited) 7-11 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 12-15 Item 3. Quantitative and Qualitative Disclosures About Market Risk 15 Item 4. Controls and Procedures 15-16 PART II - OTHER INFORMATION Item 6. Exhibits 16 SIGNATURES 17 2 RESEARCH FRONTIERS INCORPORATED Condensed Consolidated Balance Sheets September 30, 2024 (Unaudited) December 31, 2023 (See Note 1) Assets Current assets: Cash and cash equivalents $ 1,647,987 $ 2,475,958 Royalties receivable, net of reserves of $ 1,253,450 in 2024 and 2023, respectively 1,048,008 1,003,404 Prepaid expenses and other current assets 154,727 96,784 Total current assets 2,850,722 3,576,146 Fixed assets, net 20,758 39,598 Operating lease ROU assets 71,486 178,715 Deposits and other assets 56,066 56,066 Total assets $ 2,999,032 $ 3,850,525 Liabilities and Shareholders’ Equity Current liabilities: Current portion of operating lease liability $ 109,968 $ 212,359 Accounts payable 34,306 50,880 Accrued expenses 31,799 14,192 Total current liabilities 176,073 277,431 Operating lease liability, net of current portion - 55,363 Total liabilities 176,073 332,794 Shareholders’ equity: Common stock, par value $ 0.0001 per share; authorized 100,000,000 shares, issued and outstanding 33,517,787 in 2024 and 33,509,287 in 2023 3,352 3,351 Additional paid-in capital 127,787,890 127,779,221 Accumulated deficit ( 124,968,283 ) ( 124,264,841 ) Total shareholders’ equity 2,822,959 3,517,731 Total liabilities and shareholders’ equity $ 2,999,032 $ 3,850,525 See accompanying notes to condensed consolidated financial statements. 3 RESEARCH FRONTIERS INCORPORATED Condensed Consolidated Statements of Operations (Unaudited) 2024 2023 2024 2023 Nine months ended September 30, Three months ended September 30, 2024 2023 2024 2023 Fee income $ 1,157,380 $ 597,362 $ 354,408 $ 164,146 Operating expenses 1,565,152 1,695,129 454,866 542,635 Research and development 409,817 430,150 131,246 135,319 Total expenses 1,974,969 2,125,279 586,112 677,954 Operating loss ( 817,589 ) ( 1,527,917 ) ( 231,704 ) ( 513,808 ) Net investment income 78,995 99,463 29,736 41,642 Other income 35,152 - 35,152 - Net loss $ ( 703,442 ) $ ( 1,428,454 ) $ ( 166,816 ) $ ( 472,166 ) Basic and diluted net loss per common share $ ( 0.02 ) $ ( 0.04 ) $ ( 0.00 ) $ ( 0.01 ) Weighted average number of common shares outstanding 33,515,327 33,435,074 33,517,787 33,509,287 See accompanying notes to condensed consolidated financial statements. 4 RESEARCH FRONTIERS INCORPORATED Condensed Consolidated Statements of Shareholders’ Equity (Unaudited) For the nine months ended September 30, 2023 and 2024 Shares Amount Capital Deficit Total Common Stock Additional Paid-in Accumulated Shares Amount Capital Deficit Total Balance, January 1, 2023 33,150,396 $ 3,315 $ 127,150,027 $ ( 122,356,477 ) $ 4,796,865 Exercise of warrants 358,891 36 484,466 - 484,502 Net loss - - - ( 1,428,454 ) ( 1,428,454 ) Balance, September 30, 2023 33,509,287 $ 3,351 $ 127,634,493 $ ( 123,784,931 ) $ 3,852,913 Common Stock Additional Paid-in Accumulated Shares Amount Capital Deficit Total Balance, January 1, 2024 33,509,287 $ 3,351 $ 127,779,221 $ ( 124,264,841 ) $ 3,517,731 Exercise of options 8,500 1 8,669 - 8,670 Net loss - - - ( 703,442 ) ( 703,442 ) Balance, September 30, 2024 33,517,787 $ 3,352 $ 127,787,890 $ ( 124,968,283 ) $ 2,822,959 For the three months ended September 30, 2023 and 2024 Shares Amount Capital Deficit Total Common Stock Additional Paid-in Accumulated Shares Amount Capital Deficit Total Balance, June 30, 2023 33,509,287 $ 3,351 $ 127,634,493 $ ( 123,312,765 ) $ 4,325,079 Net loss - - - ( 472,166 ) ( 472,166 ) Balance, September 30, 2023 33,509,287 $ 3,351 $ 127,634,493 $ ( 123,784,931 ) $ 3,852,913 Common Stock Additional Paid-in Accumulated Shares Amount Capital Deficit Total Balance, June 30, 2024 33,517,787 $ 3,352 $ 127,787,890 $ ( 124,801,467 ) $ 2,989,775 Balance 33,517,787 $ 3,352 $ 127,787,890 $ ( 124,801,467 ) $ 2,989,775 Net loss - - - ( 166,816 ) ( 166,816 ) Balance, September 30, 2024 33,517,787 $ 3,352 $ 127,787,890 $ ( 124,968,283 ) $ 2,822,959 Balance 33,517,787 $ 3,352 $ 127,787,890 $ ( 124,968,283 ) $ 2,822,959 See accompanying notes to condensed consolidated financial statements. 5 RESEARCH FRONTIERS INCORPORATED Condensed Consolidated Statements of Cash Flows (Unaudited) 2024 2023 For the nine months ended September 30, 2024 2023 Cash flows from operating activities: Net loss $ ( 703,442 ) $ ( 1,428,454 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 19,582 20,489 Realized gain on marketable securities - ( 26,375 ) Unrealized gain on marketable securities - ( 30,399 ) ROU asset amortization 107,229 109,051 Credit loss expense 25,001 95,000 Change in assets and liabilities: Royalty receivables ( 69,605 ) ( 226,645 ) Prepaid expenses and other assets ( 57,943 ) ( 63,612 ) Accounts payable and accrued expenses 1,033 ( 52,784 ) Deferred revenue - 3,735 Operating lease liability ( 157,754 ) ( 146,323 ) Net cash used in operating activities ( 835,899 ) ( 1,746,317 ) Cash flows from investing activities: Purchases of fixed assets ( 742 ) ( 1,265 ) Purchases of marketable securities - ( 5,434,386 ) Sales of marketable securities - 2,991,535 Net cash used in investing activities ( 742 ) ( 2,444,116 ) Cash flows from financing activities: Net proceeds from exercise of options and warrants 8,670 484,502 Net cash provided by financing activities 8,670 484,502 Net decrease in cash and cash equivalents ( 827,971 ) ( 3,705,931 ) Cash and cash equivalents at beginning of period 2,475,958 4,230,916 Cash and cash equivalents at end of period $ 1,647,987 $ 524,985 See accompanying notes to condensed consolidated financial statements. 6 RESEARCH FRONTIERS INCORPORATED Notes to Condensed Consolidated Financial Statements September 30, 2024 (Unaudited) Note 1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024. The condensed consolidated balance sheet as of December 31, 2023 has been derived from the audited consolidated financial statements as of that date. For further information, refer to the consolidated financial statements and footnotes thereto included in the Annual Report on Form 10-K relating to Research Frontiers Incorporated for the fiscal year ended December 31, 2023. Note 2. Business Research Frontiers Incorporated (“Research Frontiers” or the “Company”) operates in a single business segment which is engaged in the development and marketing of technology and devices to control the flow of light. Such devices, often referred to as “light valves” or suspended particle devices (“SPDs”), use colloidal particles that are either incorporated within a liquid suspension or a film, which is usually enclosed between two sheets of glass or plastic having transparent, electrically conductive coatings on the facing surfaces thereof. At least one of the two sheets is transparent. SPD technology, made possible by a flexible light-control film invented by Research Frontiers, allows the user to instantly and precisely control the shading of glass/plastic manually or automatically. SPD technology has numerous product applications, including SPD-Smart™ windows, sunshades, skylights and interior partitions for homes and buildings; automotive windows, sunroofs, sun visors, sunshades, rear-view mirrors, instrument panels and navigation systems; aircraft windows; museum display panels; eyewear products; and flat panel displays for electronic products. SPD-Smart light control film is now being developed for, or used in, architectural, automotive, marine, aerospace and appliance applications. The Company has primarily utilized its cash, cash equivalents, and investments generated from sales of our common stock, proceeds from the exercise of options and warrants, and royalty fees collected to fund its research and development of SPD light valves, for marketing initiatives, and for other working capital purposes. The Company’s working capital and capital requirements depend upon numerous factors, including the results of research and development activities, competitive and technological developments, the timing and cost of patent filings, and the development of new licensees and changes in the Company’s relationships with its existing licensees. The degree of dependence of the Company’s working capital requirements on each of the foregoing factors cannot be quantified; increased research and development activities and related costs would increase such requirements; the addition of new licensees may provide additional working capital or working capital requirements; and changes in relationships with existing licensees would have a favorable or negative impact depending upon the nature of such changes. 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 capital requirements and operations to date have been substantially funded through sales of our common stock, exercise of options and warrants and royalty fees collected. As of September 30, 2024, we had working capital of approximately $ 2.7 million, cash and cash equivalents of approximately $ 1.6 million, shareholders’ equity of approximately $ 2.8 million and an accumulated deficit of approximately $ 125.0 million. Based on our current expectations of our cash flow shortfall for the next 12 months, our working capital would support our activities for at least the next 12 months from the issuance of these condensed consolidated financial statements. 7 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. The Company may seek to obtain additional funding through future equity issuances. There can be no assurance as to the availability or terms upon which such financing and capital might be available. The eventual success of the Company and generation of positive cash flow will be dependent upon the commercialization of products using the Company’s technology by the Company’s licensees and payments of continuing royalties on account thereof. Note 3. Patent Costs The Company expenses costs relating to the development, acquisition or enforcement of patents due to the uncertainty of the recoverability of these items. Note 4. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (Topic 606 ). The standard provides a single comprehensive revenue recognition model for all contracts with customers and supersedes existing revenue recognition guidance. The revenue standard contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognized. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. ASC 606 follows a five-step approach to determining revenue recognition including: 1) Identification of the contract; 2) Identification of the performance obligations; 3) Determination of the transaction price; 4) Allocation of the transaction price; and 5) Recognition of revenue. The Company determined that its license agreements provide for three performance obligations which include: (i) the Grant of Use to its Patent Portfolio (“Grant of Use”), (ii) Stand-Ready Technical Support (“Technical Support”) including the transfer of trade secrets and other know-how, production of materials, scale-up support, analytical testing, etc., and (iii) access to new Intellectual Property (“IP”) that may be developed sometime during the course of the contract period (“New Improvements”). Given the nature of IP development, such New Improvements are on an unspecified basis and can occur and be made available to licensees at any time during the contract period. When a contract includes more than one performance obligation, the Company needs to allocate the total consideration to each performance obligation based on its relative standalone selling price or estimate the standalone selling price if it is not observable. A standalone selling price is not available for our performance obligations since we do not sell any of the services separately and there is no competitor pricing that is available. As a consequence, 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. Comparable license agreements must consider several factors including: (i) the materials that are being licensed, (ii) the market application for the licensed materials, and (iii) the financial terms in the license agreements that can increase or decrease the risk/reward nature of the agreement. Based on the royalty rate comparison referred to above, any pricing above and beyond the average royalty rate would relate to the Technical Support and New Improvements performance obligations. The Company focuses a significant portion of its time and resources to provide the Technical Support and New Improvements services to its licensees which further supports the conclusions reached using the royalty rate analysis. 8 The Technical Support and New Improvements performance obligations are co-terminus over the term of the license agreement. For purposes of determining the transaction price, and recognizing revenue, the Company combined the Technical Support and New Improvements performance obligations because they have the same pattern of transfer and the same term. We maintain a staff of scientists and other professionals whose primary job responsibilities throughout the year are: (i) being available to respond to Technical Support needs of our licensees, and (ii) developing improvements to our technology which are offered to our licensees as New Improvements. Since the costs incurred to satisfy the Technical Support and New Improvements performance obligations are incurred evenly throughout the year, the value of the Technical Support and New Improvements services are recognized throughout the initial contract period as these performance obligations are satisfied. If the agreement is not terminated at the end of the initial contract period, it will automatically renew on the same terms as the initial contract for a one-year period. Consequently, any fees or minimum annual royalty obligations relating to this renewal contract will be allocated similarly to the initial contract over the additional one-year period. We recognize revenue when or as the performance obligations in the contract are satisfied. For performance obligations that are fulfilled at a point in time, revenue is recognized at the fulfillment of the performance obligation. Since the IP is determined to be a functional license, the value of the Grant of Use is recognized in the first period of the contract term in which the license agreement is in force. The value of the Technical Support and New Improvements obligations is allocated throughout the contract period based on the satisfaction of its performance obligations. If the agreement is not terminated at the end of the contract period, it will renew on the same terms as the original agreement for a one-year period. Consequently, any fees or minimum annual royalties (“MAR”) relating to this renewal contract will be allocated similarly over that additional year. The Company’s license agreements have a variable royalty fee structure (meaning that royalties are a fixed percentage of sales that vary from period to period) and frequently include a minimum annual royalty commitment. In instances when sales of licensed products by its licensees exceed the MAR, the Company recognizes fee income as the amounts have been earned. Typically, the royalty rate for such sales is 10 - 15 % of the selling price. While this is variable consideration, it is subject to the sales/usage royalty exception to recognition of variable consideration in ASC 606 10-55-65 and therefore is not recognized until the subsequent sales or usage occurs or the MAR period commences. Because of the immediate recognition of the Grant of Use performance obligation: (i) the first period of the contract term will generally have a higher percent allocation of the transaction price under ASC 606 than under the accounting guidance used prior to the adoption of ASC 606, and (ii) the remaining periods in the year will have less of the transaction price recognized under ASC 606 than under the accounting guidance used prior to the adoption of ASC 606. After the initial period in the contract term, the revenue for the remaining periods will be based on the satisfaction of the Technical Support and New Improvements obligations. Since most of our license agreements start as of January 1st, the revenue recognized for the contract under ASC 606 in our first quarter will tend to be higher than the accounting guidance used prior to the adoption of ASC 606. As of September 30, 2024, the Company had $ 37,853 in unbilled revenue included in royalty receivables. Certain of the contract fees are accrued by, or paid to, the Company in advance of the period in which they are earned resulting in deferred revenue (contract liabilities). Such excess amounts are recorded as deferred revenue and are recognized as revenue in future periods as earned. Contract assets represent unbilled receivables and are presented within accounts receivable, net on the condensed consolidated balance sheets. The Company operates in a single business segment which is engaged in the development and marketing of technology and devices to control the flow of light. Our revenue source comes from the licensing of this technology and all of these license agreements have similar terms and provisions. The majority of the Company’s licensing 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. 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. In addition to these macro factors, the Company’s royalty income from the automotive market could also be influenced by specific factors such as whether the Company’s SPD-SmartGlass technology appears as standard equipment or as an option on a particular vehicle, the number of additional vehicle models that SPD-SmartGlass appears on, the size of each window on a vehicle and the number of windows on a vehicle that use SPD-SmartGlass, fluctuations in the total number of vehicles produced by a manufacturer, and in the percentage of cars within each model produced with SPD-SmartGlass, and changes in pricing or exchange rates. 9 As of September 30, 2024, the Company has one license agreement that is in its initial multi-year term (“Initial Term”) with continuing performance obligations going forward. The Initial Term of this agreement will end as of December 31, 2024. The Company currently expects this agreement will renew annually at the end of the Initial Term. As of September 30, 2024, the aggregate amount of the revenue to be recognized upon the satisfaction of the remaining performance obligations for this license agreement is $ 18,000 . The revenue for the remaining performance obligations for this license agreement is expected to be recognized evenly throughout the remaining period of the Initial Term. Note 5. Fee Income Fee income represents amounts earned by the Company under various license and other agreements relating to technology developed by the Company. During the first nine months of 2024, four licensees accounted for 10% or more of fee income of the Company; these licensees accounted for approximately 32 %, 31 %, 10 % and 10 % of fee income recognized during such period. During the first nine months of 2023, four licensees accounted for 10% or more of fee income of the Company; these licensees accounted for approximately 29 %, 20 %, 20 % and 18 % of fee income recognized during such period. During the three months ended September 30, 2024, two licensees accounted for 10% or more of fee income of the Company; these licensees accounted for approximately 35 % and 33 % of fee income recognized during such period. During the three months ended September 30, 2023, three licensees accounted for 10% or more of fee income of the Company; these licensees accounted for approximately 47 %, 19 % and 19 % of fee income recognized during such period. Note 6. Stock-Based Compensation The Company has granted options/warrants to consultants. GAAP requires that all stock-based compensation be recognized as an expense in the condensed consolidated financial statements and that such costs be measured at the fair value of the award at the date of grant. These awards generally vest ratably over 12 to 60 months from the date of grant and the Company charges to operations quarterly the current market value of the options using the Black-Scholes method. During the nine months ended September 30, 2024 and 2023, there were no charges related to options or warrants granted to consultants. During the nine months ended September 30, 2024 and 2023, the Company did no t grant options to employees or directors. There was no compensation expense recorded relating to restricted stock grants to employees and directors during the nine months ended September 30, 2024 and 2023. As of September 30, 2024, there were 84,500 shares available for future grant under our 2019 Equity Incentive Plan, which was approved by the Company’s shareholders in June 2019. Note 7. Income Taxes Since inception, the Company has incurred losses from operations and as a result has not recorded income tax expense. Benefits related to net operating loss carryforwards and other deferred tax items have been fully reserved since it was more likely than not that the Company would not achieve profitable operations and be able to utilize the benefit of the net operating loss carryforwards. Note 8. Basic and Diluted Loss Per Common Share Basic net loss per share excludes any dilution. It is based upon the weighted average number of common shares outstanding during the period. Dilutive net loss per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock. The Company’s dilutive loss per share equals basic loss per share for the periods ended September 30, 2024 and 2023, respectively, because all common stock equivalents (i.e ., options and warrants) were antidilutive in those periods. The number of options and warrants that were not included (because their effect is antidilutive) were 2,706,872 and 3,314,030 for the periods ended September 30, 2024 and 2023, respectively. 10 Note 9. Equity During the nine months ended September 30, 2024, the Company received proceeds of $ 8,670 in connection with the exercise of options covering 8,500 shares of common stock. During nine months ended September 30, 2023, the Company received proceeds of $ 484,502 in connection with the exercise of warrants covering 358,891 shares of common stock. No options or warrants were exercised during the three-month periods ended September 30, 2024 and 2023. On September 16, 2022, the Company entered into subscription agreements from a group of private accredited investors to sell them 2.0 million shares of common stock of the Company at a price of $ 2.30 per share (which represents the closing market price of the Company’s common stock on September 14, 2022, which was the date that the transaction was agreed to). For each share received, the investor also received one warrant (expiring on September 30, 2027 ) to purchase one share of common stock at an exercise price of $ 2.76 /share. 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 subject to at least a six-month holding period by the investor from the date of issuance. As of September 30, 2022, the Company received $ 3,450,000 under these subscription agreements and issued 1,500,000 common shares and issued 1,500,000 warrants. In addition, the Company has an outstanding commitment from a potential investor for the remaining $ 1,150,000 under these subscription agreements. The Company did not sell any other equity securities during the periods ended September 30, 2024 and 2023. As of September 30, 2024, there were 1,500,000 warrants and 1,206,872 options outstanding. Note 10. Leases The Company determines if an arrangement is a lease at its inception. This determination generally depends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration. Control of an underlying asset is conveyed if the Company obtains the rights to direct the use of, and to obtain substantially all of the economic benefits from the use of, the underlying asset. Lease expense for variable leases and short-term leases is recognized when the obligation is incurred. The Company has an operating lease for our facility with a weighted average remaining lease term of six months as of September 30, 2024. Operating leases are included in right-of-use lease assets, other current liabilities and long-term lease liabilities on the condensed consolidated balance sheets. Right-of-use lease assets and liabilities are recognized at each lease’s commencement date based on the present value of its lease payments over its respective lease term. The Company does not have an established incremental borrowing rate as it does not have any debt. The Company uses the stated borrowing rate for a lease when readily determinable. When the interest rates implicit in its lease agreements are not readily determinable, the Company used an interest rate based on the marketplace for public debt. The weighted average discount rate associated with operating leases as of September 30, 2024 is 5.5 %. Operating lease expense for the nine months ended September 30, 2024 was approximately $ 150,000 . The Company has no material variable lease costs or sublease income for the period ended September 30, 2024. Maturities of operating lease liabilities as of September 30, 2024 were as follows: Schedule of Maturities of Operating Lease September 30, 2024 For the year ending December 31, 2024 $ 56,000 For the year ending December 31, 2025 56,000 Total lease payments 112,000 Less: imputed lease interest ( 2,032 ) Present value of lease liabilities $ 109,968 Note 11. Related Party Effective June 4, 2023, the Chairman and CEO of Gauzy, Ltd. (“Gauzy”), one of the Company’s licensees, joined the Board of the Company. Gauzy’s license agreement has been in effect since September 17, 2017 and provides for minimum annual royalties and earned royalties relating to sales of SPD-SmartGlass architectural window products. Because the Company collects a 10 - 15 % percentage royalty from the higher-priced end product sales by Gauzy’s customers purchasing their SPD-Smart light control film, under its license agreement with Gauzy, the Company does not collect a royalty on sales by Gauzy of SPD-Smart light control film to these licensee customers. In addition, the Company’s licensee Vision Systems, Inc. (“Vision Systems”) is a 100 % owned subsidiary of Gauzy. For the nine months ended September 30, 2024 and 2023, total fee income related to Gauzy and Vision Systems represented 12 % and 23 %, respectively, of the Company’s total fee income. For the three months ended September 30, 2024 and 2023, total fee income related to Gauzy and Vision Systems represented 10 % and 21 %, respectively, of the Company’s total fee income. In addition, as of September 30, 2024 and December 31, 2023, the Company’s accounts receivable from Gauzy and Vision Systems represented 6 % and 8 %, respectively, of the Company’s total royalty receivables, before reserves. Note 12. Other Income During the three and nine months ended September 30, 2024, the Company received $ 35,152 in Employee Retention Credits, a refundable tax credit available under the Coronavirus Aid, Relief, and Economic Securities Act (“CARES Act”) that was designed to keep employees on the payroll during the COVID-19 pandemic. There were no such credits received during the three and nine months ended September 30, 2023. 11 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies The following accounting policies are important to understanding our financial condition and results of operations and should be read as an integral part of the discussion and analysis of the results of our operations and financial position. For additional accounting policies, see Note 2 to our December 31, 2023 consolidated financial statements, “Summary of Significant Accounting Policies.” 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. The best method for determining 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. Based on the royalty rate comparison referred to above, any pricing above and beyond the average royalty rate would relate to the Technical Support and New Improvements performance obligations. We recognize revenue when or as the performance obligations in the contract are satisfied. For performance obligations that are fulfilled at a point in time, revenue is recognized at the fulfillment of the performance obligation. Since the IP is determined to be a functional license, the value of the Grant of Use is recognized in the first period of the contract term in which the license agreement is in force. Since the costs incurred to satisfy the Technical Support and New Improvements performance obligations are incurred evenly throughout the year, the value of the Technical Support and New Improvements services are recognized throughout the contract period as these performance obligations are satisfied. The Company operates in a single business segment which is engaged in the development and marketing of technology and devices to control the flow of light. Our revenue source comes from the licensing of this technology and all of these license agreements have similar terms and provisions. The Company has entered into license agreements covering products using the Company’s SPD technology. When royalties from the sales of licensed products by a licensee exceed its contractual minimum annual royalties, the excess amount is recognized by the Company as fee income in the period that it was earned. Certain of the fees are accrued by, or paid to, the Company in advance of the period in which they are earned, resulting in deferred revenue. Royalty receivables are stated less allowance for credit loss. 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. The Company evaluates the collectability of its receivables on at least a quarterly basis and records appropriate allowances for uncollectible accounts when necessary. 12 On occasion, the Company may issue to consultants either options or warrants to purchase shares of common stock of the Company at specified share prices. These options or warrants may vest based upon specific services being performed or performance criteria being met. In accounting for equity instruments that are issued to other than employees for acquiring, or in conjunction with selling, goods or services, the Company is required to record consulting expenses based upon the fair value of such options or warrants on the earlier of the service period or the period that such options or warrants vest as determined using a Black-Scholes option pricing model and are marked to market quarterly using the Black-Scholes option valuation model. The preparation of condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the condensed consolidated financial statements and reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. 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. 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. In addition to these macro factors, the Company’s royalty income from the automotive market could also be influenced by specific factors such as whether the Company’s SPD-SmartGlass technology appears as standard equipment or as an option on a particular vehicle, the number of additional vehicle models that SPD-SmartGlass appears on, the size of each window on a vehicle and the number of windows on a vehicle that use SPD-SmartGlass, fluctuations in the total number of vehicles produced by a manufacturer, and in the percentage of cars within model produced with SPD-SmartGlass, and changes in pricing or exchange rates. Certain license fees, which are paid to the Company in advance of the accounting period in which they are earned resulting in the recognition of deferred revenue for the current accounting period, will be recognized as fee income in future periods. 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. The Company has received royalty revenues from sales of products using the Company’s technology that were accretive to the Company’s royalty revenue. Production efficiencies are expected to continue and accelerate with the introduction of the higher vehicle production volumes for various car models going forward, and the Company expects that lower pricing per square foot of the Company’s technology could expand the market opportunities, adoption rates, and revenues for its technology in automotive and non-automotive applications. 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. Because the Company’s license agreements typically provide for the payment of royalties by a licensee on product sales within 45 days after the end of the quarter in which a sale of a licensed product occurs (with some of the Company’s more recent license agreements providing for payments on a monthly basis), and because of the time period which typically will elapse between a customer order and the sale of the licensed product and installation in a home, office building, automobile, aircraft, boat or any other product, there could be a delay between when economic activity between a licensee and its customer occurs and when the Company gets paid its royalty resulting from such activity. 13 Three months ended September 30, 2024 compared to the three months ended September 30, 2023 The Company’s fee income from licensing activities for the three months ended September 30, 2024 was $354,408 as compared to $164,146 for the three months ended September 30, 2023. This increase in fee income of $190,262 (116%) was primarily the result of higher royalties from the automotive and aircraft markets as compared to the third quarter of 2023. The 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 $87,769 for the three months ended September 30, 2024 to $454,866 from $542,635 for the three months ended September 30, 2023. This decrease is the result of lower credit loss expense ($75,000), as well as lower marketing and investor relations costs ($22,000), lower patent costs ($21,000) and lower allocated insurance costs ($5,000), partially offset by higher payroll and related costs ($30,000). Research and development expenditures decreased by $4,073 to $131,246 for the three months ended September 30, 2024 from $135,319 for the three months ended September 30, 2023. This decrease is primarily a result of lower allocated insurance costs ($5,000). The Company’s net investment income, consisting of interest income, for the three months ended September 30, 2024 was $29,736 as compared to income of $41,642 for the three months ended September 30, 2023 with the change due to lower cash balances available for investment. The Company recorded $35,152 of other income for the three months ended September 30, 2024 relating to an Employee Retention Credit, a refundable tax credit available under the Coronavirus Aid, Relief, and Economic Securities Act (“CARES Act”) that was designed to keep employees on the payroll during the Covid-19 pandemic. As a consequence of the factors discussed above, the Company’s net loss was $166,816 ($0.00 per common share) for the three months ended September 30, 2024 as compared to net loss of $472,166 ($0.01 per common share) for the three months ended September 30, 2023. Nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 The Company’s fee income from licensing activities for the nine months ended September 30, 2024 was $1,157,380 as compared to $597,362 for the nine months ended September 30, 2023. This increase in fee income of $560,018 (94%) was the result of higher royalties from the automotive, aircraft and architectural markets as compared to the first nine months of 2023. The 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 $129,977 for the nine months ended September 30, 2024 to $1,565,152 from $1,695,129 for the nine months ended September 30, 2023. This decrease is the result of lower credit loss expense ($70,000) as well as lower investor relations and marketing costs ($47,000), lower payroll and related costs ($13,000) as well as lower patent costs ($24,000), partially offset by higher foreign withholding tax expenses ($24,000). Research and development expenditures decreased by $20,333 to $409,817 for the nine months ended September 30, 2024 from $430,150 for the nine months ended September 30, 2023. This decrease is a result of lower allocated insurance costs ($11,000), lower allocated facility costs ($6,000), as well as lower equipment rental costs ($4,000). The Company’s net investment income, consisting of interest income, for the nine months ended September 30, 2024 was $78,995 as compared to income of $99,463 for the nine months ended September 30, 2023 with the change due to lower cash balances available for investment. 14 The Company recorded $35,152 of other income for the nine months ended September 30, 2024 relating to an Employee Retention Credit, a refundable tax credit available under the Coronavirus Aid, Relief, and Economic Securities Act (“CARES Act”) that was designed to keep employees on the payroll during the COVID-19 pandemic. As a consequence of the factors discussed above, the Company’s net loss was $703,442 ($0.02 per common share) for the nine months ended September 30, 2024 as compared to net loss of $1,428,454 ($0.04 per common share) for the nine months ended September 30, 2023. Financial Condition, Liquidity and Capital Resources The Company has primarily utilized its cash, cash equivalents, and investments generated from sales of our common stock, proceeds from the exercise of options and warrants, and royalty fees collected to fund its research and development of SPD light valves, for marketing initiatives, and for other working capital purposes. The Company’s working capital and capital requirements depend upon numerous factors, including, but not limited to, the results of research and development activities, competitive and technological developments, the timing and costs of patent filings, and the development of new licensees and changes in the Company’s relationship with existing licensees. The degree of dependence of the Company’s working capital requirements on each of the foregoing factors cannot be quantified; increased research and development activities and related costs would increase such requirements; the addition of new licensees may provide additional working capital or working capital requirements, and changes in relationships with existing licensees would have a favorable or negative impact depending upon the nature of such changes. During the nine months ended September 30, 2024, the Company’s cash and cash equivalents balance decreased by $827,971 as a result of cash used to fund operations of $835,899 partially offset by cash generated from the exercise options of $8,670. As of September 30, 2024, the Company had cash and cash equivalents of approximately $1.6 million, working capital of $2.7 million and total shareholders’ equity of $2.8 million. Our quarterly projected cash flow shortfall, based on our current operations, adjusted for any non-recurring cash expenses for the next 12 months and adjusted for additional royalties expected to be received for use of our products in new production, for the next 12 months, is approximately $200,000 to $250,000 per quarter. We may eliminate some operating expenses in the future, which will further reduce our cash flow shortfall if needed. Based on these assumptions, we currently expect to have sufficient working capital for more than the next five years of operations. 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. 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. 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. To date, the Company has not generated sufficient revenue from its licensees to fully fund its operations. Item 3. Quantitative and Qualitative Disclosures About Market Risk The information required by Item 3 has been disclosed in Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. There has been no material change in the disclosure regarding market risk. Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We designed our disclosure controls and procedures to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, to allow timely decisions regarding required disclosure. Our Chief Executive Officer and acting interim Chief Financial Officer, with assistance from other members of our management, has reviewed the effectiveness of our disclosure controls and procedures as of September 30, 2024, and, based on his evaluation, has concluded that our disclosure controls and procedures were effective. 15 Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the three months ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Forward-Looking Statements The information set forth in this Report and in all publicly disseminated information about the Company, including the narrative contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” above, includes “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and is subject to the safe harbor created by that section. Readers are cautioned not to place undue reliance on these forward-looking statements as they speak only as of the date hereof and are not guaranteed. PART II. OTHER INFORMATION Item 6. Exhibits 31.1 Rule 13a-14(a)/15d-14(a) Certification of Joseph M. Harary - Filed herewith. 32.1 Section 1350 Certification of Joseph M. Harary - Filed herewith. 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 16 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 thereunder duly authorized. RESEARCH FRONTIERS INCORPORATED (Registrant) /s/ Joseph M. Harary Joseph M. Harary, President, CEO, acting interim CFO and Treasurer (Principal Executive Officer and Principal Financial Officer) Date: November 7, 2024 17