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Item 9A. Controls and Procedures

2026-03-05 compared with 2025-03-06 · 575 added, 380 removed, 633 unchanged (60% of the section changed)

61 unchanged sentences

April 30, 2026.

FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

and (2) Financial Statements and Financial Statement Schedules

following consolidated financial statements of Research Frontiers Incorporated are filed under “Item 8.

Financial Statements and

Supplemental Data” of this Report.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)(1) and (2) Financial Statements

and Financial Statement Schedules

The following consolidated financial statements of

Research Frontiers Incorporated are filed under “Item 8.

Financial Statements and Supplemental Data” of this Report.

Report of Independent Registered Public Accounting Firm (PCAOB # 596 )

Financial Statements:

Consolidated Financial Statements:

Consolidated Balance Sheets, December 31, 2025 and 2024

3 unchanged sentences

Notes to Consolidated Financial Statements

other schedules have been omitted because they are not applicable, or not required, or the required information is disclosed elsewhere

in this Annual Report.

Certificate of Incorporation of the Company.

Previously filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q

for the fiscal quarter ended June 30, 1994, and incorporated herein by reference.

Amended and Restated Bylaws of the Company.

Previously filed as Exhibit 99.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, and incorporated herein by reference.

of Common Stock Certificate.

All other schedules have been omitted because they

are not applicable, or not required, or the required information is disclosed elsewhere in this Annual Report.

Restated Certificate of

Incorporation of the Company.

Previously filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal

quarter ended June 30, 1994, and incorporated herein by reference.

and Restated Bylaws of the Company.

Previously filed as Exhibit 99.2 to the Company’s Annual Report on Form 10-K for the fiscal

year ended December 31, 2007, and incorporated herein by reference.

Form of Common Stock Certificate.

Previously filed as an Exhibit to the Company’s Registration Statement on Form S-18 (Reg.

33-5573NY), declared effective by the Commission on July 8, 1986, and incorporated herein by reference.

Rights Agreement dated as of February 18, 2003 between Research Frontiers Incorporated and Continental Stock Transfer & Trust Company, as Rights Agent, which includes as Exhibit A thereto the Form of Rights Certificate.

Previously filed as an Exhibit to the Company’s Registration Statement on Form 8-A dated February 13, 2013, and incorporated herein by reference.

Employment Agreement effective as of January 1, 2009 between the Company and Joseph M.

Previously filed as an Exhibit to the Company’s Current Report on Form 8-K dated April 30, 2009 and incorporated herein by reference.

Amendment to Employment Agreement effective as of June 12, 2014 between the Company and Joseph M.

Previously filed as an Exhibit to the Company’s Current Report on Form 8-K dated June 13, 2014 and incorporated herein by reference.

Amendment to Employment Agreement effective as of September 26, 2019 between the Company and Joseph M.

Previously filed as an Exhibit to the Company’s Current Report on Form 8-K dated September 26, 2019 and incorporated herein by reference.

Employment Agreement effective as of January 1, 2014 between the Company and Seth L.

Van Voorhees Previously filed as an Exhibit to the Company’s Current Report on Form 10-K dated December 31, 2013 and incorporated herein by reference.

and Restated 1992 Stock Option Plan.

33-5573NY), declared effective

by the Commission on July 8, 1986, and incorporated herein by reference.

Agreement dated as of February 18, 2003 between Research Frontiers Incorporated and Continental Stock Transfer & Trust Company,

as Rights Agent, which includes as Exhibit A thereto the Form of Rights Certificate.

Previously filed as an Exhibit to the Company’s

Registration Statement on Form 8-A dated February 13, 2013, and incorporated herein by reference.

Agreement effective as of January 1, 2009 between the Company and Joseph M.

Previously filed as an Exhibit to the Company’s

Current Report on Form 8-K dated April 30, 2009 and incorporated herein by reference.

to Employment Agreement effective as of June 12, 2014 between the Company and Joseph M.

Previously filed as an Exhibit to

the Company’s Current Report on Form 8-K dated June 13, 2014 and incorporated herein by reference.

to Employment Agreement effective as of September 26, 2019 between the Company and Joseph M.

Previously filed as an Exhibit

to the Company’s Current Report on Form 8-K dated September 26, 2019 and incorporated herein by reference.

Agreement effective as of January 1, 2014 between the Company and Seth L.

Van Voorhees Previously filed as an Exhibit to the Company’s

Current Report on Form 10-K dated December 31, 2013 and incorporated herein by reference.

Amended and Restated 1992

Stock Option Plan.

Previously filed as Exhibit 4 to the Company’s Registration Statement on Form S-8 (Reg.

33-86910) filed with the Commission on November 30, 1994, and incorporated herein by reference.

33-86910) filed

with the Commission on November 30, 1994, and incorporated herein by reference.

Stock Option Plan, as amended.

Previously filed as an Exhibit to the Company’s Definitive Proxy Statement dated April 30, 1998 filed with the Commission on April 29, 1998, 1994, and incorporated herein by reference.

Previously filed as an Exhibit to the Company’s Definitive Proxy Statement dated April 30, 1998

filed with the Commission on April 29, 1998, 1994, and incorporated herein by reference.

Equity Incentive Plan.

Previously filed as an Exhibit to the Company’s Definitive Proxy Statement dated April 30, 2008 filed with the Commission on April 29, 2008, and incorporated herein by reference.

Previously filed as an Exhibit to the Company’s Definitive Proxy Statement dated April 30, 2008 filed

with the Commission on April 29, 2008, and incorporated herein by reference.

Equity Incentive Plan.

Previously filed as an Exhibit to the Company’s Definitive Proxy Statement dated April 29, 2019 filed with the Commission on April 29, 2019, and incorporated herein by reference.

of Stock Option Agreement between the Company and recipients of stock options issued pursuant to the Company’s Stock Option

Previously filed as part of Exhibits 4.1, 4.2, and 4.3 to the Company’s Registration Statement on Form S-8 (Reg.

33-53030) filed with the Commission on October 6, 1992, and incorporated herein by reference.

Agreement dated November 7, 1986, between the Company and Industrial & Research Associates Co.

Previously filed as an Exhibit to the Company’s Definitive Proxy Statement dated April 29, 2019 filed

with the Commission on April 29, 2019, and incorporated herein by reference.

Form of Stock Option Agreement

between the Company and recipients of stock options issued pursuant to the Company’s Stock Option Plans.

Previously filed as

part of Exhibits 4.1, 4.2, and 4.3 to the Company’s Registration Statement on Form S-8 (Reg.

33-53030) filed with the Commission

on October 6, 1992, and incorporated herein by reference.

Lease Agreement dated November

7, 1986, between the Company and Industrial & Research Associates Co.

Previously filed as an exhibit to the Company’s Annual

Report on Form 10-K for the fiscal year ended December 31, 1986 and incorporated herein by reference.

First Amendment to Lease

dated November 26, 1991 between the Company and Industrial and Research Associates Co.

Previously filed as an Exhibit to Amendment

1 to the Company’s Registration Statement on Form S-1 (Reg.

33-43768) declared effective by the Commission on December

17, 1991, and incorporated herein by reference.

Second Amendment to Lease

dated March 11, 1994 between the Company and Industrial and Research Associates Co.

Previously filed as an exhibit to the Company’s

Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.

Amendment to Lease dated July 14, 1998 between the Company and Industrial and Research Associates Co.

Previously filed as an exhibit

to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998 and incorporated herein by reference.

Amendment to Lease dated November 26, 1991 between the Company and Industrial and Research Associates Co.

Previously filed as an

Exhibit to Amendment No.

1 to the Company’s Registration Statement on Form S-1 (Reg.

33-43768) declared effective by the

Commission on December 17, 1991, and incorporated herein by reference.

Amendment to Lease dated March 11, 1994 between the Company and Industrial and Research Associates Co.

Amendment to Lease dated January 13, 2004 between the Company and Industrial and Research Associates Co.

Previously filed as an exhibit

to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 and incorporated herein by reference.

Third Amendment to Lease dated July 14, 1998 between the Company and Industrial and Research Associates Co.

Previously filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998 and incorporated herein by reference.

Fourth Amendment to Lease dated January 13, 2004 between the Company and Industrial and Research Associates Co.

Previously filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 and incorporated herein by reference.

Fifth Amendment to Lease dated February 21, 2014 between the Company and CLK-HP 230-240 CROSSWAYS PARK LLC and LAKE PARK 230-240 CROSSWAYS PARK LLC.

Previously filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and incorporated herein by reference.

Sixth Amendment to Lease dated May 16, 2016 between the Company and CLK-HP 230-240 CROSSWAYS PARK LLC and LAKE PARK 230-240 CROSSWAYS PARK LLC.

Amendment to Lease dated February 21, 2014 between the Company and CLK-HP 230-240 CROSSWAYS PARK LLC and LAKE PARK 230-240 CROSSWAYS

Previously filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,

Seventh Amendment to Lease dated November 18, 2024 between the Company and CLK-HP 230-240 CROSSWAYS PARK LLC and LAKE PARK 230-240 CROSSWAYS PARK LLC.

2013 and incorporated herein by reference.

Amendment to Lease dated May 16, 2016 between the Company and CLK-HP 230-240 CROSSWAYS PARK LLC and LAKE PARK 230-240 CROSSWAYS PARK

Previously filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Agreement effective as of August 2, 1995 between the Company and General Electric Company.

Amendment to Lease dated November 18, 2024 between the Company and CLK-HP 230-240 CROSSWAYS PARK LLC and LAKE PARK 230-240 CROSSWAYS

Previously filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,

License Agreement effective

as of August 2, 1995 between the Company and General Electric Company.

Previously filed as an Exhibit to the Company’s Current

Report on Form 8-K dated August 2, 1995 with portions omitted pursuant to the Registrant’s request for confidential treatment

and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

Agreement effective as of April 29, 1996 between the Company and Glaverbel, S.A.

Previously filed as an Exhibit to the Company’s

Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1996 with portions omitted pursuant to the Registrant’s

request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

Agreement effective as of January 18, 1997 between the Company and Material Sciences Corporation.

Previously filed as an Exhibit

to the Company’s Current Report on Form 8-K dated March 3, 1997 with portions omitted pursuant to the Registrant’s request

for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

Agreement effective as of March 31, 1997 between the Company and Hankuk Glass Industries, Inc.

Previously filed as an Exhibit to

the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1997 with portions omitted pursuant

to the Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and

incorporated herein by reference.

Agreement effective as of August 8, 1997 between the Company and Orcolite, a Unit of Monsanto Company.

Previously filed as an Exhibit

to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1997 with portions omitted pursuant

to the Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and

incorporated herein by reference.

Agreement effective as of June 25, 1999 between the Company and Dainippon Ink and Chemicals, Incorporated.

Previously filed as an

Exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1999 with portions omitted pursuant

to the Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and

incorporated herein by reference.

Agreement effective as of August 9, 1999 between the Company and Hitachi Chemical Co., Ltd.

Previously filed as an Exhibit to the

Company’s Current Report on Form 8-K dated August 2, 1995 with portions omitted pursuant to the Registrant’s request

Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1999 with portions omitted pursuant to the

Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated

herein by reference.

Agreement effective as of December 3, 1999 between the Company and Global Mirror GmbH & Co.

Previously filed as an Exhibit

to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999 with portions omitted pursuant to the

Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated

herein by reference.

Agreement effective as of December 13, 1999 between the Company and Global Mirror GmbH & Co.

Previously filed as an Exhibit

to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999 with portions omitted pursuant to the

Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated

herein by reference.

Agreement effective as of March 21, 2000 between the Company and ThermoView Industries, Inc.

Previously filed as an Exhibit to the

Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999 with portions omitted pursuant to the Registrant’s

request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

Agreement effective as of May 23, 2000 between the Company and Polaroid Corporation.

Previously filed as an Exhibit to the Company’s

Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2000 with portions omitted pursuant to the Registrant’s

request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

Agreement effective as of February 16, 2001 between the Company and AP Technoglass Co.

Previously filed as an Exhibit to the Company’s

Annual Report on Form 10-K for the fiscal year ended December 31, 2001 with portions omitted pursuant to the Registrant’s request

for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

License Agreement effective as of April 29, 1996 between the Company and Glaverbel, S.A.

Previously filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1996 with portions omitted pursuant to the Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

License Agreement effective as of January 18, 1997 between the Company and Material Sciences Corporation.

Previously filed as an Exhibit to the Company’s Current Report on Form 8-K dated March 3, 1997 with portions omitted pursuant to the Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

License Agreement effective as of March 31, 1997 between the Company and Hankuk Glass Industries, Inc.

Previously filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1997 with portions omitted pursuant to the Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

License Agreement effective as of August 8, 1997 between the Company and Orcolite, a Unit of Monsanto Company.

License Agreement effective as of June 25, 1999 between the Company and Dainippon Ink and Chemicals, Incorporated.

Previously filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1999 with portions omitted pursuant to the Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

License Agreement effective as of August 9, 1999 between the Company and Hitachi Chemical Co., Ltd.

Previously filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1999 with portions omitted pursuant to the Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

License Agreement effective as of December 3, 1999 between the Company and Global Mirror GmbH & Co.

Previously filed as an Exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999 with portions omitted pursuant to the Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

License Agreement effective as of December 13, 1999 between the Company and Global Mirror GmbH & Co.

License Agreement effective as of March 21, 2000 between the Company and ThermoView Industries, Inc.

License Agreement effective as of May 23, 2000 between the Company and Polaroid Corporation.

Previously filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2000 with portions omitted pursuant to the Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

License Agreement effective as of February 16, 2001 between the Company and AP Technoglass Co.

Previously filed as an Exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001 with portions omitted pursuant to the Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

License Agreement effective as of March 21, 2001 between the Company and InspecTech Aero Service, Inc.

License Agreement effective as of March 28, 2001 between the Company and Film Technologies International, Inc.

License Agreement effective as of November 29, 2001 between the Company and Avery Dennison Corporation.

License Agreement effective as of February 4, 2002 between the Company and BOS GmbH & Co.

License Agreement effective as of March 11, 2002 between the Company and Isoclima S.p.A.

License Agreement effective as of July 2, 2002 between the Company and Isoclima S.p.A.

Previously filed as an Exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 with portions omitted pursuant to the Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

License Agreement effective as of August 19, 2002 between the Company and Razor’s Edge Technologies, Inc.

License Agreement effective as of October 7, 2002 between the Company and American Glass Products (Glass Technology Investment Ltd.).

License Agreement effective as of October 7, 2002 between the Company and SPD Systems, Inc.

License Agreement effective as of October 24, 2002 between the Company and CricursaCristalesCurvados S.A.

License Agreement effective as of December 9, 2002 between the Company and BRG Group, Ltd.

License Agreement effective as of December 13, 2002 between the Company and Laminated Technologies Inc.

License Agreement effective as of April 17, 2003 between the Company and Custom Glass Corporation.

Previously filed as an Exhibit to the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003 with portions omitted pursuant to the Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

License Agreement effective as of May 2, 2003 between the Company and Air Products and Chemicals, Inc.

License Agreement effective as of May 30, 2003 between the Company and Kerros Limited.

License Agreement effective as of June 6, 2003 between the Company and Traco, Inc.

License Agreement effective as of June 16, 2003 between the Company and Saint-Gobain Glass France S.A.

License Agreement effective as of August 1, 2003 between the Company and Vision (Environmental Innovation) Limited.

License Agreement effective as of November 13, 2003 between the Company and Innovative Glass Corporation.

License Agreement effective as of December 11, 2003 between the Company and Leminur Limited.

License Agreement effective as of March 25, 2004 between the Company and Pilkington plc.

Previously filed as an Exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 with portions omitted pursuant to the Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

License Agreement effective as of April 5, 2004 between the Company and SmartGlass Ireland Ltd.

License Agreement effective as of April 8, 2004 between the Company and Prelco Inc.

License Agreement effective as of April 13, 2004 between the Company and E.

Agreement effective as of March 21, 2001 between the Company and InspecTech Aero Service, Inc.

Previously filed as an Exhibit to

the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001 with portions omitted pursuant to the

Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated

herein by reference.

Agreement effective as of March 28, 2001 between the Company and Film Technologies International, Inc.

Previously filed as an Exhibit

to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001 with portions omitted pursuant to the

Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated

herein by reference.

Agreement effective as of November 29, 2001 between the Company and Avery Dennison Corporation.

Previously filed as an Exhibit to

the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001 with portions omitted pursuant to the

Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated

herein by reference.

Agreement effective as of February 4, 2002 between the Company and BOS GmbH & Co.

Previously filed as an Exhibit to the Company’s

Annual Report on Form 10-K for the fiscal year ended December 31, 2001 with portions omitted pursuant to the Registrant’s request

for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

Agreement effective as of March 11, 2002 between the Company and Isoclima S.p.A.

Previously filed as an Exhibit to the Company’s

Annual Report on Form 10-K for the fiscal year ended December 31, 2001 with portions omitted pursuant to the Registrant’s request

for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

Agreement effective as of July 2, 2002 between the Company and Isoclima S.p.A.

Previously filed as an Exhibit to the Company’s

Annual Report on Form 10-K for the fiscal year ended December 31, 2002 with portions omitted pursuant to the Registrant’s request

for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

Agreement effective as of August 19, 2002 between the Company and Razor’s Edge Technologies, Inc.

Previously filed as an Exhibit

to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 with portions omitted pursuant to the

Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated

herein by reference.

Agreement effective as of October 7, 2002 between the Company and American Glass Products (Glass Technology Investment Ltd.).

filed as an Exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 with portions omitted

pursuant to the Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission

and incorporated herein by reference.

Agreement effective as of October 7, 2002 between the Company and SPD Systems, Inc.

Previously filed as an Exhibit to the Company’s

Annual Report on Form 10-K for the fiscal year ended December 31, 2002 with portions omitted pursuant to the Registrant’s request

for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

Agreement effective as of October 24, 2002 between the Company and CricursaCristalesCurvados S.A.

Previously filed as an Exhibit

to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 with portions omitted pursuant to the

Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated

herein by reference.

Agreement effective as of December 9, 2002 between the Company and BRG Group, Ltd.

Previously filed as an Exhibit to the Company’s

Annual Report on Form 10-K for the fiscal year ended December 31, 2002 with portions omitted pursuant to the Registrant’s request

for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

Agreement effective as of December 13, 2002 between the Company and Laminated Technologies Inc.

Previously filed as an Exhibit to

the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 with portions omitted pursuant to the

Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated

herein by reference.

Agreement effective as of April 17, 2003 between the Company and Custom Glass Corporation.

Previously filed as an Exhibit to the

Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003 with portions omitted pursuant to the Registrant’s

request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

Agreement effective as of May 2, 2003 between the Company and Air Products and Chemicals, Inc.

Previously filed as an Exhibit to

the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003 with portions omitted pursuant to the

Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated

herein by reference.

Agreement effective as of May 30, 2003 between the Company and Kerros Limited.

Previously filed as an Exhibit to the Company’s

Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003 with portions omitted pursuant to the Registrant’s

request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

Agreement effective as of June 6, 2003 between the Company and Traco, Inc.

Previously filed as an Exhibit to the Company’s

Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003 with portions omitted pursuant to the Registrant’s

request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

Agreement effective as of June 16, 2003 between the Company and Saint-Gobain Glass France S.A.

Previously filed as an Exhibit to

the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003 with portions omitted pursuant to the

Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated

herein by reference.

Agreement effective as of August 1, 2003 between the Company and Vision (Environmental Innovation) Limited.

Previously filed as an

Exhibit to the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003 with portions omitted pursuant

to the Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and

incorporated herein by reference.

Agreement effective as of November 13, 2003 between the Company and Innovative Glass Corporation.

Previously filed as an Exhibit

to the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003 with portions omitted pursuant to

the Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated

herein by reference.

Agreement effective as of December 11, 2003 between the Company and Leminur Limited.

Previously filed as an Exhibit to the Company’s

Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003 with portions omitted pursuant to the Registrant’s

request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

Agreement effective as of March 25, 2004 between the Company and Pilkington plc.

Previously filed as an Exhibit to the Company’s

Annual Report on Form 10-K for the fiscal year ended December 31, 2004 with portions omitted pursuant to the Registrant’s request

for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

Agreement effective as of April 5, 2004 between the Company and SmartGlass Ireland Ltd.

Previously filed as an Exhibit to the Company’s

Annual Report on Form 10-K for the fiscal year ended December 31, 2004 with portions omitted pursuant to the Registrant’s request

for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

Agreement effective as of April 8, 2004 between the Company and Prelco Inc.

Previously filed as an Exhibit to the Company’s

Annual Report on Form 10-K for the fiscal year ended December 31, 2004 with portions omitted pursuant to the Registrant’s request

for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

Agreement effective as of April 13, 2004 between the Company and E.

Dupont De Nemours and Company.

License Agreement effective as of September 3, 2004 between the Company and Nippon Sheet Glass Co., Ltd.

License Agreement effective as of October 25, 2005 between the Company and SPD Control Systems Corporation.

Previously filed as an Exhibit to the Company’s Current Report on Form 8-K dated October 31, 2005 with portions omitted pursuant to the Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

License Agreement effective as of March 30, 2006 between the Company and Dainippon Ink and Chemicals.

Previously filed as an Exhibit to the Company’s Current Report on Form 8-K dated April 4, 2006 with portions omitted pursuant to the Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

License Agreement effective as of May 11, 2006 between the Company and Asahi Glass Company.

Previously filed as an Exhibit to the Company’s Current Report on Form 8-K dated May 15, 2006 with portions omitted pursuant to the Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

License Agreement effective as of March 19, 2007 between the Company and SmartGlass International Ltd.

Previously filed as an Exhibit to the Company’s Current Report on Form 8-K dated March 19, 2007 with portions omitted pursuant to the Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

License Agreement effective as of October 16, 2007 between Research Frontiers Incorporated and Glass Wholesalers, Ltd.

d/b/a Craftsman Fabricated Glass, Ltd.

Previously filed as an Exhibit to the Company’s Current Report on Form 8-K dated October 18, 2007 and incorporated herein by reference.

License Agreement effective as of December 14, 2007 between Research Frontiers Incorporated and AGC Flat Glass Europe SA.

Previously filed as an Exhibit to the Company’s Current Report on Form 8-K dated December 17, 2007 with portions omitted pursuant to the Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

License Agreement effective as of February 21, 2008 between Research Frontiers Incorporated and GKN Aerospace Transparency Systems Inc.

Previously filed as an Exhibit to the Company’s Current Report on Form 8-K dated March 5, 2008 with portions omitted pursuant to the Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

License Agreement effective as of September 29, 2008 between Research Frontiers Incorporated and PPG Industries, Inc.

(now known as Pittsburgh Glass Works, LLC).

Previously filed as an Exhibit to the Company’s Current Report on Form 8-K dated October 6, 2008 with portions omitted pursuant to the Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

License Agreement effective as of September 10, 2009 between Research Frontiers Incorporated and Pilkington Group Ltd.

Previously filed as an Exhibit to the Company’s Current Report on Form 8-K dated September 15, 2009 with portions omitted pursuant to the Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

License Agreement effective as of January 25, 2010 between Research Frontiers Incorporated and Vision Systems.

Previously filed as an Exhibit to the Company’s Current Report on Form 8-K dated January 25, 2010 with portions omitted pursuant to the Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

License Agreement effective as of February 8, 2010 between Research Frontiers Incorporated and ID Research Pty Ltd.

Previously filed as an Exhibit to the Company’s Current Report on Form 8-K dated February 16, 2010 with portions omitted pursuant to the Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

License Agreement effective as of December 13, 2010 between Research Frontiers Incorporated and Diamond Sea-Glaze Manufacturing Ltd.

Previously filed as an Exhibit to the Company’s Current Report on Form 8-K dated December 14, 2010 with portions omitted pursuant to the Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

License Agreement effective as of December 22, 2010 between Daimler AG, Research Frontiers Incorporated and SPD Control Systems Corp.

Previously filed as an Exhibit to the Company’s Current Report on Form 8-K dated February 9, 2011 with portions omitted pursuant to the Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

License Agreement effective as of February 19, 2013 between Tint-It JSC and Research Frontiers Incorporated.

Previously filed as an Exhibit to the Company’s Current Report on Form 8-K dated March 5, 2013 with portions omitted pursuant to the Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

License Agreement effective as of August 6, 2012 between Advnanotech LLC and Research Frontiers Incorporated.

Previously filed as an Exhibit to the Company’s Current Report on Form 8-K dated March 12, 2013 with portions omitted pursuant to the Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

Code of Ethics of Research Frontiers Incorporated.

Previously filed as an Exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 and incorporated herein by reference.

Subsidiary of the Registrant - SPD Enterprises, Inc.

Consent of CohnReznick LLP - Filed herewith.

Rule 13a-14(a)/15d-14(a) Certification of Joseph M.

Previously filed as an Exhibit

to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 with portions omitted pursuant to the

Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated

herein by reference.

Agreement effective as of September 3, 2004 between the Company and Nippon Sheet Glass Co., Ltd.

Previously filed as an Exhibit to

the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 with portions omitted pursuant to the

Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated

herein by reference.

Agreement effective as of October 25, 2005 between the Company and SPD Control Systems Corporation.

Previously filed as an Exhibit

to the Company’s Current Report on Form 8-K dated October 31, 2005 with portions omitted pursuant to the Registrant’s

request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

Agreement effective as of March 30, 2006 between the Company and Dainippon Ink and Chemicals.

Previously filed as an Exhibit to the

Company’s Current Report on Form 8-K dated April 4, 2006 with portions omitted pursuant to the Registrant’s request for

confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

Agreement effective as of May 11, 2006 between the Company and Asahi Glass Company.

Previously filed as an Exhibit to the Company’s

Current Report on Form 8-K dated May 15, 2006 with portions omitted pursuant to the Registrant’s request for confidential treatment

and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

Agreement effective as of March 19, 2007 between the Company and SmartGlass International Ltd.

Previously filed as an Exhibit to

the Company’s Current Report on Form 8-K dated March 19, 2007 with portions omitted pursuant to the Registrant’s request

for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

Agreement effective as of October 16, 2007 between Research Frontiers Incorporated and Glass Wholesalers, Ltd.

d/b/a Craftsman Fabricated

Previously filed as an Exhibit to the Company’s Current Report on Form 8-K dated October 18, 2007 and incorporated

herein by reference.

Agreement effective as of December 14, 2007 between Research Frontiers Incorporated and AGC Flat Glass Europe SA.

Previously filed

as an Exhibit to the Company’s Current Report on Form 8-K dated December 17, 2007 with portions omitted pursuant to the Registrant’s

request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

Agreement effective as of February 21, 2008 between Research Frontiers Incorporated and GKN Aerospace Transparency Systems Inc.

filed as an Exhibit to the Company’s Current Report on Form 8-K dated March 5, 2008 with portions omitted pursuant to the Registrant’s

request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

Agreement effective as of September 29, 2008 between Research Frontiers Incorporated and PPG Industries, Inc.

(now known as Pittsburgh

Glass Works, LLC).

Previously filed as an Exhibit to the Company’s Current Report on Form 8-K dated October 6, 2008 with portions

omitted pursuant to the Registrant’s request for confidential treatment and filed separately with the Securities and Exchange

Commission and incorporated herein by reference.

Agreement effective as of September 10, 2009 between Research Frontiers Incorporated and Pilkington Group Ltd.

Previously filed as

an Exhibit to the Company’s Current Report on Form 8-K dated September 15, 2009 with portions omitted pursuant to the Registrant’s

request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

Agreement effective as of January 25, 2010 between Research Frontiers Incorporated and Vision Systems.

Previously filed as an Exhibit

to the Company’s Current Report on Form 8-K dated January 25, 2010 with portions omitted pursuant to the Registrant’s

request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

Agreement effective as of February 8, 2010 between Research Frontiers Incorporated and ID Research Pty Ltd.

filed as an Exhibit to the Company’s Current Report on Form 8-K dated February 16, 2010 with portions omitted pursuant to the

Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated

herein by reference.

Agreement effective as of December 13, 2010 between Research Frontiers Incorporated and Diamond Sea-Glaze Manufacturing Ltd.

filed as an Exhibit to the Company’s Current Report on Form 8-K dated December 14, 2010 with portions omitted pursuant to the

Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated

herein by reference.

Agreement effective as of December 22, 2010 between Daimler AG, Research Frontiers Incorporated and SPD Control Systems Corp.

filed as an Exhibit to the Company’s Current Report on Form 8-K dated February 9, 2011 with portions omitted pursuant to the

Registrant’s request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated

herein by reference.

Agreement effective as of February 19, 2013 between Tint-It JSC and Research Frontiers Incorporated.

Previously filed as an Exhibit

to the Company’s Current Report on Form 8-K dated March 5, 2013 with portions omitted pursuant to the Registrant’s request

for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

Agreement effective as of August 6, 2012 between Advnanotech LLC and Research Frontiers Incorporated.

Previously filed as an Exhibit

to the Company’s Current Report on Form 8-K dated March 12, 2013 with portions omitted pursuant to the Registrant’s request

for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

of Ethics of Research Frontiers Incorporated.

Previously filed as an Exhibit to the Company’s Annual Report on Form 10-K for

the fiscal year ended December 31, 2003 and incorporated herein by reference.

of the Registrant - SPD Enterprises, Inc.

of CohnReznick LLP - Filed herewith.

Rule 13a-14(a)/15d-14(a) Certification

Harary - Filed herewith.

Section 1350 Certification of Joseph M.

Section 1350 Certification of

Harary - Filed herewith.

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* Executive Compensation Plan or Arrangement.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

FRONTIERS INCORPORATED

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d)

of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto

duly authorized.

RESEARCH FRONTIERS INCORPORATED

/s/ Joseph M.

Harary, President, CEO and Acting Interim CFO

Executive Officer and Principal Financial and Accounting Officer)

(Principal Executive Officer and Principal Financial and Accounting Officer)

March 5, 2026

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated:

Pursuant to the requirements of the Securities Exchange

Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates

/s/ Darryl Daigle

March 5, 2026

Darryl Daigle

President, CEO and Acting Interim CFO

/s/ Joseph M.

Director, President, CEO and Acting Interim CFO

March 5, 2026

/s/ Alexander Kaganowicz

March 5, 2026

Alexander Kaganowicz

of Independent Registered Public Accounting Firm

of Directors and Shareholders

Frontiers Incorporated

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of Research Frontiers Incorporated and subsidiary (the “Company”)

as of December 31, 2024 and 2023, and the related consolidated statements of operations, shareholders’ equity, and cash flows for

the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of

December 31, 2024 and 2023 and the results of its operations and its cash flows for the years then ended, in conformity with accounting

principles generally accepted in the United States of America.

consolidated financial statements are the responsibility of the Company’s

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We are a public

accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to

be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the entity’s internal control over financial reporting.

/s/ Eyal Peso

March 5, 2026

Report of Independent Registered Public Accounting

Board of Directors and Shareholders

Research Frontiers Incorporated

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance

sheets of Research Frontiers Incorporated and subsidiary (the “Company”) as of December 31, 2025 and 2024, and the related

consolidated statements of operations, shareholders’ equity, and cash flows for the years then ended, and the related notes (collectively

referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly,

in all material respects, the financial position of the Company as of December 31, 2025 and 2024 and the results of its operations and

its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s

internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Audit Matters

audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required

to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit

CohnReznick LLP

have served as Research Frontiers Incorporated’s auditor since 2019.

Our audits included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide

a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the

current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially

challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ CohnReznick LLP

We have served as Research Frontiers Incorporated’s

auditor since 2019.

Melville, New York

March 5, 2026

FRONTIERS INCORPORATED

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Cash and cash equivalents

Royalties receivable, net of reserves of $ 1,253,450 in 2024 and 2023, respectively

Royalties receivable, net of reserves of $ 1,384,850 and $ 1,253,450 in 2025 and

2024, respectively

Prepaid expenses and other current assets

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authorized 100,000,000 shares, issued and outstanding

33,648,221 in 2024 and 33,509,287 in 2023

33,648,221 in 2025 and 2024, respectively

Additional paid-in capital

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$ ( 1,311,382 )

Basic and diluted net loss per common share

Weighted average number of common shares outstanding

Basic and diluted net loss

per common share

Weighted average number of

common shares outstanding

accompanying notes to consolidated financial statements.

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ended December 31, 2025 and 2024

Additional Paid-in

Balance, December 31, 2023

1 unchanged sentence

$ ( 124,264,841 )

Exercise of warrants

Exercise of options

Share-based compensation

Issuance of common stock and warrants

( 1,311,382 )

3 unchanged sentences

( 125,576,223 )

Exercise of options

Share-based compensation

Issuance of common stock and warrants

( 2,045,584 )

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$ ( 127,621,807 )

See accompanying notes to consolidated financial statements.

accompanying notes to consolidated financial statements.

FRONTIERS INCORPORATED

6 unchanged sentences

Depreciation and amortization

Realized gain on marketable securities

Share-based compensation

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Purchases of fixed assets

Purchases of marketable securities

( 5,434,386 )

Sales and maturities of marketable securities

Net cash (used in) provided by investing activities

Net cash used in investing activities

Cash flows from financing activities:

Net proceeds from exercise of options and warrants

Net proceeds from exercise of options

Proceeds from issuance of common stock and warrants

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Cash and cash equivalents, at end of year

Supplemental disclosure of non-cash items:

Supplemental disclosure of noncash items:

Operating lease assets obtained for operating lease liabilities

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least 12 months from the issuance of these financial statements.

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.

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.

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.

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.

the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required

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of short-term investments in money market accounts at December 31, 2025 and 2024.

and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits.

We have never

experienced any losses related to these balances.

FDIC insurance coverage is $ 250,000 per depositor at each financial institution, and

our non-interest bearing cash balances may again exceed federally insured limits.

Amounts on deposit in excess of federally insured limits

at December 31, 2024 and 2023 are approximately $ 0.6 million and $ 1.2 million, respectively.

and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits and at times consist of federally uninsured money market funds.

never experienced any losses related to these balances.

FDIC insurance coverage is $ 250,000

per depositor at each financial institution, and our non-interest bearing cash balances may again exceed federally insured limits.

Amounts on deposit in excess of federally insured limits at December 31, 2024 are approximately $ 0.6

At December 31, 2025 no amounts exceed the FDIC insurance limits although the Company had $ 0.5 million in money market

accounts that are not federally insured.

assets and liabilities are recognized at lease commencement date based on the present value of lease payments over the lease term, using

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Royalties Receivable

receivable from licensees are recorded at the amounts specified within the license agreements when the collectability of the

receivable is reasonably assured.

The allowance for credit losses is the Company’s best estimate of the amount of probable

credit losses in the Company’s existing royalties receivable.

The Company determines the allowance based on historical

write-off experience as well as the current status of the Company’s customers.

The Company reviews its allowance for credit

losses periodically.

Past due accounts are reviewed individually for collectability.

Account balances are charged off against the

allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

As of December 31,

2024, one company accounted for 23 %

of the Company’s outstanding receivables before reserves.

As of December 31, 2023, three companies accounted for 17 %, 12 %

of the Company’s outstanding receivables.

receivable from licensees are recorded at the amounts specified within the license agreements when the collectability of the receivable

is reasonably assured.

The allowance for credit losses is the Company’s best estimate of the amount of probable credit losses in

the Company’s existing royalties receivable.

The Company determines the allowance based on historical write-off experience as well

as the current status of the Company’s customers.

The Company reviews its allowance for credit losses periodically.

Past due accounts

are reviewed individually for collectability.

Account balances are charged off against the allowance after all means of collection have

been exhausted and the potential for recovery is considered remote.

As of December 31, 2025, two companies accounted for 70 % and 16 %

of the Company’s outstanding royalties receivables, net.

As of December 31, 2024, two companies accounted for 63 % and 23 % of

the Company’s outstanding royalties receivables, net.

assets are carried at cost less accumulated depreciation and amortization.

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Company recognizes revenue in accordance with ASC 606, “Revenue from Contracts with Customers” (“ASC 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.

standard provides a single comprehensive revenue recognition model for all contracts with customers and supersedes existing revenue recognition

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.

606 follows a five-step approach to determining revenue recognition including:

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Company has entered into a number of license agreements covering its light control technology.

The Company received minimum annual royalties

under certain license agreements and recorded fee income based on ASC 606 revenue recognition each quarter.

In instances when sales of

licensed products by its licensees exceed minimum annual royalties, the Company recognized additional fee income as the amounts have

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.

Such excess amounts are recorded as deferred revenue and are typically recognized as fee income when earned.

of December 31, 2024 and 2023, there was no balance in deferred revenue.

As of December 31, 2024 and 2023, the Company had $ 42,853 and

$ 22,853 , respectively, in unbilled revenue included in royalty receivables.

The Company received minimum annual

royalties under certain license agreements and recorded fee income based on ASC 606 revenue recognition each quarter.

when sales of licensed products by its licensees exceed minimum annual royalties, the Company recognized additional fee income as

the amounts have been 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.

Such excess amounts are recorded as deferred revenue and are typically recognized as fee

income when earned.

As of December 31, 2025 and 2024, there was no balance in deferred revenue.

As of December 31, 2024, the Company $ 42,853 , respectively, in unbilled revenue included in royalty

At December 31, 2025, the Company had no unbilled revenue.

income represents amounts earned by the Company under various license and other agreements relating to technology developed by the Company.

During 2024, four licensees accounted for 34 %, 28 %, 11 % and 11 % of fee income recognized during the year.

During 2025, five licensees accounted for 21 %, 20 %, 20 %, 19 % and 13 % of fee income recognized during the year.

During 2024, four licensees

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taxes are accounted for under the asset and liability method.

Deferred tax assets and liabilities are recognized for the future tax

consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and

liabilities and their respective tax bases and operating loss and tax credit carryforwards.

Deferred tax assets and liabilities are

measured using enacted tax rates expected to be recovered or settled.

Deferred tax assets and liabilities are recognized for the future tax consequences

attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their

respective tax bases and operating loss and tax credit carryforwards.

Deferred tax assets and liabilities are measured using enacted

tax rates expected to be recovered or settled.

accordance with ASC Topic 740, we recognize tax benefits only for tax positions that are more likely than not to be sustained upon examination

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The Company is not currently being audited by any tax jurisdiction.

July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law.

The OBBBA includes provisions that restore 100 %

bonus depreciation and immediate deductibility of domestic research and development expenditures as well as the immediate deduction of

research and development costs that were deferred in 2022, 2023 and 2024.

The Company adjusted its net deferred tax asset in 2025 to

reflect these provisions.

Equity-Based Compensation

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the expected stock-price volatility and option term assumptions require a greater level of judgment.

connection with employee and director stock options, the Company charged to compensation expense $ 89,316 and $ 144,728 during the years

ended December 31, 2024 and 2023, respectively.

connection with employee, director and consultant stock options, the Company charged to compensation expense $ 374,875 and $ 89,316 during

the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, these awards were fully vested.

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Fair Value Measurements

of December 31, 2024 and 2023, the fair value of the Company’s financial assets and non-warrant liabilities including cash and

cash equivalents, royalties receivable, accounts payable approximated carrying value due

to the short-term maturity of these instruments.

of December 31, 2025 and 2024, the fair value of the Company’s financial assets and liabilities including cash and cash equivalents,

royalties receivable, accounts payable approximated carrying value due to the short-term maturity of these instruments.

Recent Accounting Pronouncements

Accounting Standards

In December 2023, the Financial Accounting Standards Board (“FASB”)

issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes – Improvements to Income Tax Disclosures”,

requiring enhancements and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income

This ASU is effective for fiscal years beginning after December 15, 2024 on a prospective basis and retrospective application

is permitted.

The Company is currently evaluating the effects of this pronouncement on its consolidated financial statements.

December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09,

“Income Taxes – Improvements to Income Tax Disclosures”.

The ASU requires disaggregated information about a reporting

entity’s effective tax rate reconciliation as well as additional information on income taxes paid.

We adopted this ASU on a prospective

basis effective January 1, 2025.

Refer to Note 6 for the inclusion of the new required disclosures.

2024, the Company adopted the provisions of ASU 2023-07, “Segment Reporting”.

The standard requires public

companies to provide enhanced disclosures regarding operating segments (Note 3).

The standard requires public companies to provide

enhanced disclosures regarding operating segments (Note 3).

Segment Information

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the film, or (v) lamination services for, and the end-products themselves such as “smart” windows, skylights and sunroofs.

The Company currently has over 40 licensees that, in the aggregate, are licensed to primarily serve five major SPD-Smart application

The Company currently has numerous licensees 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.

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assets, all of which are located in the United States.

In 2024 and 2023, approximately 70 % and 95 %, respectively, of the

Company’s revenue was generated from sources outside of the United States.

In 2025 and 2024, approximately 80 % and 70 %, respectively, of the Company’s

revenue was generated from sources outside of the United States.

accounting policies of the Company’s single 1 operating segment are the same as those described in Note 2.

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The CODM assesses performance for the single

operating segment and decides how to allocate resources based on consolidated net operating loss that is also reported on the

Company’s consolidated statement of operations.

operating segment and decides how to allocate resources based on consolidated net operating loss that is also reported on the Company’s

consolidated statements of operations.

net operating loss is used by the Company’s CODM to monitor budget versus actual results;

conducting this monitoring on at least a quarterly basis

as a part of the Company’s quarterly 10-Q and annual 10-K filing processes.

Included in the review process is a detailed review and discussion

related to the Company’s Management’s Discussion and Analysis.

In addition, meetings of the Company’s Audit Committee are also held

at least quarterly and those meetings include a review of consolidated operating results.

following table illustrates the information about the Company’s single reportable segment, which the Company’s CODM regularly evaluates in addition to the

information already presented on the Company’s statement of operations and identifies expense items exceeding the Company’s significant expense thresholds

described above:

conducting this monitoring on at least

a quarterly basis as a part of the Company’s quarterly 10-Q and annual 10-K filing processes.

Included in the review process is

a detailed review and discussion related to the Company’s Management’s Discussion and Analysis.

In addition, meetings of

the Company’s Audit Committee are also held at least quarterly and those meetings include a review of consolidated operating results.

following table illustrates the information about the Company’s single 1 reportable segment, which the Company’s CODM regularly

evaluates in addition to the information already presented on the Company’s statements of operations and identifies expense items

exceeding the Company’s significant expense thresholds described above:

Schedule of Segment Information Related to Statement of Operations

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Occupancy costs

Credit loss expense

Film purchase

Stock listing fees

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Depreciation and amortization

Other research and development expenses*

Other research and development costs *

Research and development

Net Operating Loss

* Other operating

expenses and other research and development expenses consist principally of miscellaneous expenses, each of which is under the Company’s

threshold to be separately presented as a significant expense.

** Insurance includes

all coverage including property, liability, directors and officers and employee medical.

operating expenses and other research and development expenses consist principally of miscellaneous expenses, each of which is under

the Company’s threshold to be separately presented as a significant expense.

includes all coverage including property, liability, directors and officers and employee medical.

assets and their estimated useful lives as of December 31, 2025 and 2024 are as follows:

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Allowance for credit losses

Net operating loss carryforwards

Net operating loss carry-forwards

Stock option expense

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Net deferred tax

reconciliation of the income tax expense (benefit) computed at the federal statutory tax rates to income tax expense (benefit) is as

adoption of ASU 2023-09, Improvements in Income Tax Disclosures, as described in Note 2, the reconciliation of income taxes at the federal

statutory rate to our provision for (benefit from) income taxes for the year ended December 31, 2025 was as follows:

Schedule of Reconciliation Income Tax Expenses Benefit

Percent of Net Loss

Income tax provision at federal statutory rate

$ ( 430,000 )

Valuation allowance

reconciliation of income taxes at the federal statutory rate to our provision for (benefit from) income taxes for the year ended December

31, 2024, in accordance with the guidance prior to the adoption of ASU 2023-09 was as follows:

Income tax provision at federal statutory rate

$ ( 275,000 )

Expired carryforwards and other

Valuation allowance

Change in valuation allowance

Total income tax provision

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offset more than 80 % of taxable income.

Research and other credit carryforwards of approximately $ 821,000 are available to the

Company to reduce income taxes payable in future years principally through 2042.

The Company’s ability to utilize its net operating

loss carryforwards and its current year tax credits in future periods could be subject to the 382 limitation.

The Company will need to

complete an analysis to determine whether its net operating losses are subject to the 382 limitation.

At December 31, 2024, the Company had net operating loss carryforwards for state income tax purposes of approximately

$ 2,688,000 .

State net operating loss carryforwards subject to expiration are $ 2,515,000 and $ 173,000 do not expire.

Research and other credit carryforwards of approximately $ 788,000 are available to the Company

to reduce income taxes payable in future years principally through 2043.

The Company’s ability to utilize its net operating loss

carryforwards and its current year tax credits in future periods could be subject to the 382 limitation.

The Company will need to complete

an analysis to determine whether its net operating losses are subject to the 382 limitation.

At December 31, 2025, the Company had net

operating loss carryforwards for state income tax purposes of approximately $ 2,693,000 .

State net operating loss carryforwards subject

to expiration are $ 2,515,000 and $ 178,000 do not expire.

cash was paid, in federal, state or foreign jurisdictions, for income taxes for the years ended December 31, 2025 and 2024.

Shareholders’ Equity

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received $ 300,000 and issued 130,434 shares and 130,434 warrants in connection with a remaining outstanding commitment under these subscription

T he Company has an outstanding commitment

from a potential investor for the remaining $ 850,000 under these subscription agreements.

The Company did not sell any equity securities

during the year ended December 31, 2023.

In February 2026, the Company received an additional $ 275,000 under this outstanding commitment and issued 119,565 shares

and 119,565 warrants.

T he Company has an outstanding

commitment from a potential investor for the remaining $ 575,000 under these subscription agreements.

The Company did not sell any equity

securities during the years ended December 31, 2025 and 2024.

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.

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.

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.

shares were issued to the investors in a private placement and, along with the shares issued in connection with the exercise of any warrants

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The Company may also award stock appreciation rights, restricted stock, or restricted stock units under this plan.

The Company initially reserved 1,400,000 shares of its common stock for issuance under this plan, and no options and other awards are

available for issuance under this plan as of December 31, 2024.

The Company initially reserved 1,400,000 shares of its common stock for issuance under this plan, and at its annual shareholders’

meeting in June 2025, increased the number of shares reserved by 1,675,000 to an aggregate of 3,075,000 shares.

As of December 31, 2025

approximately 1,293,000 shares remain available to grant under this Plan.

the discretion of the Board of Directors, options expire in 10 years or less from the date of grant and are generally fully exercisable

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of the exercised options.

Company granted 84,500 fully vested stock options during 2024 and recorded share-based compensation of $ 89,316 .

In addition, the Board

of Directors approved 138,501 stock options under the Company’s 2019 Equity Incentive Plan to be granted upon shareholder approval

at the annual meeting of shareholders planned for June 2025.

These contingent options will be fully vested upon removal of the contingency

and the Company will record share-based compensation upon removal of the contingency.

The Company granted 223,000 fully vested options

during 2023 and recorded share-based compensation of $ 144,728 .

Company granted 382,001 fully vested stock options during 2025 and recorded share-based compensation to employees, directors and consultants

of $ 374,875 .

Company valued these grants using the Black-Scholes option pricing model with the following weighted average assumptions:

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Weighted Average Remaining

Subject to Option

Exercise Price

Intrinsic Value

Contractual Term (Years)

Aggregate Intrinsic Value

Balance at January 1, 2024

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Balance at December 31, 2025

lieu of cash compensation, the Company has granted warrants to investors and non-employee options to consultants.

These warrants and

non-employee options vested ratably over various terms ranging from 12 to 59 months.

The non-employee options are valued at fair value

at the time that the related services are provided using the Black-Scholes option valuation model and marked to market quarterly using

the Black-Scholes option valuation model.

There are 1,630,343 warrants issued and outstanding as of December 31, 2024.

and non-employee options generally expire in five years from the date of issuance.

At December 31, 2024, all warrants and non-employee

options outstanding were exercisable.

are 1,630,343 warrants issued and outstanding as of December 31, 2025.

generally expire in five years from the date of issuance.

At December 31, 2025, all warrants and non-employee options outstanding were

License and Other Agreements

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Most licenses are non-exclusive and generally last as long as our patents remain in effect.

Company has an employment agreement with its chief executive officer which provides for an annual base salary of $ 625,000

for calendar year 2025.

This employment agreement has an evergreen provision that extends the term by one

year on the expiration date unless either the Company or the employee has given notice that they will not be renewing the

agreement upon the expiration of its term.

The agreement also calls for bonus payments in the event of achievement of revenue milestones.

Company has an employment agreement with its chief executive officer which provides for an annual base salary of $ 625,000 for calendar

This employment agreement has an evergreen provision that extends the term by one year on the expiration date unless either

the Company or the employee has given notice that they will not be renewing the agreement upon the expiration of its term.

The agreement

also calls for bonus payments in the event of achievement of revenue milestones.

Company has a defined contribution profit sharing (401k) plan covering employees who have completed one year of service.

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the obligation is incurred.

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.

As of December 31, 2023, the weighted average remaining lease term was

The initial term of the lease expires on December

31, 2027 with renewal options that potentially extend expiration through December 31, 2031.

Operating leases are included in

Operating lease ROU assets, other current liabilities and long-term lease liabilities on the consolidated balance sheets.

lease ROU assets and operating lease 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.

Company has an operating lease for its facility, with a remaining lease term of 6.0 years (including renewal options) as of December

The initial term of the lease expires on December 31, 2027 with renewal options that potentially extend expiration through

December 31, 2031.

Operating leases are included in Operating lease ROU assets, other current liabilities and long-term lease liabilities

on the consolidated balance sheets.

Operating lease ROU assets and operating lease 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 rate implicit

in its lease agreements is not readily determinable, the Company uses an interest rate based on the marketplace for public debt.

incremental borrowing rate associated with the operating lease as of December 31, 2024 and 2023 is 7.0 %

respectively.

Cash rent paid for the years ended December 31, 2024 and 2023 was $ 213,000 and $ 227,000 , respectively.

interest rate implicit in its lease agreements is not readily determinable, the Company uses an interest rate based on the marketplace

for public debt.

The incremental borrowing rate associated with the operating lease as of December 31, 2025 and 2024 is 7.0 %.

paid for the years ended December 31, 2025 and 2024 was $ 268,000 and $ 213,000 , respectively.

of operating lease liabilities as of December 31, 2025 were as follows:

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to sales of SPD-SmartGlass architectural window products.

Because the Company collects a 10 - 15 % 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.

Because the Company collects a 10 - 15 % 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

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31, 2025 and 2024, the Company’s accounts receivable from Gauzy and Vision Systems represented 79 % and 25 %, respectively, of the

Company’s total royalty receivables, before reserves.

Company’s total net royalties receivables.

In addition, the Company utilized Gauzy to manufacture SPD’s on occasion with

total purchases from Gauzy in 2025 of $ 39,975 , which is included with accounts payable at December 31, 2025.

There were no purchases from Gauzy in 2024.

March 14, 2019, the Company suspended its VariGuard SmartGlass business unit activities.

3 unchanged sentences

to use the VariGuard SmartGlass name.

In addition to other employees at VariGuard SmartGlass Inc., one of the Company’s officers

LaPointe) and one former officer (Seth L.

In addition to other employees at VariGuard SmartGlass Inc., two of the Company’s former

officers (Michael R.

LaPointe and Seth L.

Van Voorhees) are shareholders of VariGuard SmartGlass Inc.

and, as consequence,

this transaction is a related party relationship which has been reviewed and approved by the Company’s Board of Directors pursuant

to the requirements of Delaware corporate law and the Company’s Code of Ethics.

LaPointe also remains a full-time employee

at the Company.

In October 2021, the Company entered into an amendment to the license agreement with VariGuard modifying its scope and

the year ended December 31, 2024, the Company received $ 35,152 in Employee Retention Credits, a refundable 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.

There were no such credits received during the year ended December 31, 2023.

and, as consequence, this transaction

is a related party relationship which has been reviewed and approved by the Company’s Board of Directors pursuant to the requirements

of Delaware corporate law and the Company’s Code of Ethics.

In October 2021, the Company entered into an amendment to the license

agreement with VariGuard modifying its scope and terms.

As of December 31, 2025, VariGuard is no longer a related party to the Company.

the years ended December 31, 2025 and 2024, the Company received $ 47,357 and $ 35,152 in Employee Retention Credits, a refundable 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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures