ITEM
1.01. Entry Into a Material Definitive Agreement
Research
Frontiers Incorporated is selling to accredited investors a total of 1,276,599 shares of common stock and warrants expiring May
31, 2024 to purchase 638,295 shares of common stock at an exercise price of $3.384, $3.666 or $4.23 per share depending on the
exercise date. This offering is part of a “shelf” registration statement that we have filed with the Securities and
Exchange Commission which was declared effective by the SEC on April 23, 2018. The shelf registration statement covers the issuance
of up to 6,325,000 shares of common stock, and/or warrants to purchase such common stock.
Research
Frontiers Incorporated is also selling to Gauzy Ltd. (a licensee of the Company’s SPD technology), at a price of $1.38 per
unit, one share of unregistered common stock and one half of one warrant. The warrant can be converted into one share of unregistered
common stock at an exercise price of $1.656, $1.794 or $2.07 per share depending on the exercise date. Gauzy Ltd. received a
total of 724,638 shares of unregistered common stock and warrants expiring May 31, 2024 to purchase 362,319 shares of common stock.
The
shares purchased by Gauzy Ltd. are subject to a one year lock-up period with incentives including certain standstill and other
exclusive rights, with the further possibility of an additional lock-up period through July 31, 2023. The shares issued to the
other investors in the group are not subject to a similar lock-up. The warrants issued to Gauzy and the other investors give the
warrant holders the five-year right to purchase additional shares of Research Frontiers common stock at exercise prices equal
to 120% of the subscription price for the first year, 130% of the subscription price for the second year, and 150% of the subscription
price for the final three years of the warrants.
On
June 3, 2019, Research Frontiers Incorporated filed the prospectus supplement relating to the issuance and sale of the above registered
common stock and warrant securities with the Securities and Exchange Commission. In connection with that filing, Research Frontiers
is filing the related transaction documents as Exhibits to this current report on Form 8-K.
This
report and the press releases referred to herein may include statements that may constitute “forward-looking” statements
as referenced in the Private Securities Litigation Reform Act of 1995. Those statements usually contain words such as “believe”,
“estimate”, “project”, “intend”, “expect”, or similar expressions. Any forward-looking
statements are made by the Company in good faith, pursuant to the safe-harbor provisions of the Act. These forward-looking statements
reflect management’s current views and projections regarding economic conditions, industry environments and Company performance.
Factors, which could significantly change results, include but are not limited to: sales performance, expense levels, competitive
activity, interest rates, changes in the Company’s financial condition and several business factors. Additional information
regarding these and other factors may be included in the Company’s quarterly 10-Q and 10K filings and other public documents,
copies of which are available from the Company on request. By making these forward-looking statements, the Company undertakes
no obligation to update these statements for revisions or changes after the date of this report.
The
information in this Form 8-K or the press release reproduced herein shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities
Act of 1933, except as shall be expressly set forth by specific reference in such filing.