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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) of

THE SECURITIES AND EXCHANGE ACT OF 1934

 

For the quarter ended March 31, 2024 Commission File Number 000-14893

 

RESEARCH FRONTIERS INCORPORATED

(Exact name of registrant as specified in its charter)

 

delaware   11-2103466

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

 

240 CROSSWAYS PARK DRIVE

WOODBURY, new york

   11797-2033
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code (516) 364-1902

 

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

 

Title of Class   Name of Exchange on Which Registered
Common Stock, $0.0001 Par Value   The NASDAQ Stock Market

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ☐   Accelerated filer ☐   Non-accelerated filer ☐

 

  Smaller reporting company ☒   Emerging growth company ☐

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

 

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

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of May 9, 2024, there were outstanding 33,517,787 shares of Common Stock, par value $0.0001 per share.

 

 

 

 

 

 

TABLE OF CONTENTS   Page(s)
     
Condensed Consolidated Balance Sheets March 31, 2024 (Unaudited) and December 31, 2023   3
     
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (Unaudited)   4
     
Condensed Consolidated Statements of Shareholders’ Equity for the Three Months Ended March 31, 2024 and 2023 (Unaudited)   5
     
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (Unaudited)   6
     
Notes to the Condensed Consolidated Financial Statements (Unaudited)   7-11
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations   12-14
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk   14
     
Item 4. Controls and Procedures   14-15
     
PART II - OTHER INFORMATION    
     
Item 6. Exhibits   15
     
SIGNATURES   16

 

2
 

 

RESEARCH FRONTIERS INCORPORATED

Condensed Consolidated Balance Sheets

 

       
  March 31, 2024
(Unaudited)		   December 31, 2023
(See Note 1)		 
         
Assets        
         
Current assets:          
Cash and cash equivalents  $2,093,458   $2,475,958 
Royalties receivable, net of reserves of $1,253,450 in 2024 and 2023, respectively   956,783    1,003,404 
Prepaid expenses and other current assets   240,771    96,784 
Total current assets   3,291,012    3,576,146 
           
Fixed assets, net   33,199    39,598 
Operating lease ROU assets   142,972    178,715 
Deposits and other assets   56,066    56,066 
Total assets  $3,523,249   $3,850,525 
           
Liabilities and Shareholders’ Equity          
           
Current liabilities:          
Current portion of operating lease liability  $216,943   $212,359 
Accounts payable   171,239    50,880 
Accrued expenses   51,270    14,192 
Total current liabilities   439,452    277,431 
           
Operating lease liability, net of current portion   -    55,363 
Total liabilities   439,452    332,794 
           
Shareholders’ equity:          
Common stock, par value $0.0001 per share; authorized 100,000,000 shares, issued and outstanding 33,517,787 in 2024 and 33,509,287 in 2023   3,352    3,351 
Additional paid-in capital   127,787,890    127,779,221 
Accumulated deficit   (124,707,445)   (124,264,841)
Total shareholders’ equity   3,083,797    3,517,731 
           
Total liabilities and shareholders’ equity  $3,523,249   $3,850,525 

 

See accompanying notes to condensed consolidated financial statements.

 

3
 

 

RESEARCH FRONTIERS INCORPORATED

Condensed Consolidated Statements of Operations

(Unaudited)

 

       
   Three months ended March 31, 
   2024   2023 
         
Fee income  $313,378   $248,175 
           
Operating expenses   633,387    587,799 
Research and development   149,741    149,222 
Total expenses   783,128    737,021 
           
Operating loss   (469,750)   (488,846)
           
Net investment income   27,146    26,208 
           
Net loss  $(442,604)  $(462,638)
           
Basic and diluted net loss per common share  $(0.01)  $(0.01)
           
Weighted average number of common shares outstanding   33,510,408    33,286,648 

 

See accompanying notes to condensed consolidated financial statements.

 

4
 

 

RESEARCH FRONTIERS INCORPORATED

Condensed Consolidated Statements of Shareholders’ Equity

(Unaudited)

 

For the three months ended March 31, 2023 and 2024

 

   Shares             
   Common Stock   Additional   Accumulated     
   Shares   Amount   Paid-in Capital   Deficit   Total 
                     
Balance, January 1, 2023   33,150,396   $3,315   $127,150,027   $(122,356,477)  $4,796,865 
                          
Exercise of warrants   358,891    36    484,466    -    484,502 
Net loss   -    -    -    (462,638)   (462,638)
Balance, March 31, 2023   33,509,287   $3,351   $127,634,493   $(122,819,115)  $4,818,729 

 

   Common Stock   Additional   Accumulated     
   Shares   Amount   Paid-in Capital   Deficit   Total 
                     
Balance, January 1, 2024   33,509,287   $3,351   $127,779,221   $(124,264,841)  $3,517,731 
                          
Exercise of options   8,500    1    8,669    -    8,670 
Net loss   -    -    -    (442,604)   (442,604)
Balance, March 31, 2024   33,517,787   $3,352   $127,787,890   $(124,707,445)  $3,083,797 

 

See accompanying notes to condensed consolidated financial statements.

 

5
 

 

RESEARCH FRONTIERS INCORPORATED

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

       
   For the three months ended March 31, 
   2024   2023 
Cash flows from operating activities:          
Net loss  $

(442,604

)  $(462,638)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation and amortization   6,449    6,816 
Unrealized gain on marketable securities   -    (22,900)
ROU asset amortization   35,743    36,958 
Bad debt recovery   -    (5,000)
Change in assets and liabilities:          
Royalty receivables   46,621    (89,264)
Prepaid expenses and other assets   (143,987)   7,785 
Accounts payable and accrued expenses   157,437    (33,288)
Deferred revenue   -    11,921 
Operating lease liability   (50,779)   (47,513)
Net cash used in operating activities   (391,120)   (597,123)
           
Cash flows from investing activities:          
Purchases of fixed assets   (50)   (702)
Purchases of marketable securities   -    (2,965,160)
Net cash used in investing activities   (50)   (2,965,862)
           
Cash flows from financing activities:          
Net proceeds from exercise of options and warrants   8,670    484,502 
Net cash provided by financing activities   8,670    484,502 
           
Net decrease in cash and cash equivalents   (382,500)   (3,078,483)
           
Cash and cash equivalents at beginning of period   2,475,958    4,230,916 
Cash and cash equivalents at end of period  $2,093,458   $1,152,433 

 

See accompanying notes to condensed consolidated financial statements.

 

6
 

 

RESEARCH FRONTIERS INCORPORATED

Notes to Condensed Consolidated Financial Statements

March 31, 2024

(Unaudited)

 

Note 1. Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024. The condensed consolidated balance sheet at December 31, 2023 has been derived from the audited consolidated financial statements at that date. For further information, refer to the consolidated financial statements and footnotes thereto included in the Annual Report on Form 10-K relating to Research Frontiers Incorporated for the fiscal year ended December 31, 2023.

 

Note 2. Business

 

Research Frontiers Incorporated (“Research Frontiers” or the “Company”) operates in a single business segment which is engaged in the development and marketing of technology and devices to control the flow of light. Such devices, often referred to as “light valves” or suspended particle devices (“SPDs”), use colloidal particles that are either incorporated within a liquid suspension or a film, which is usually enclosed between two sheets of glass or plastic having transparent, electrically conductive coatings on the facing surfaces thereof. At least one of the two sheets is transparent. SPD technology, made possible by a flexible light-control film invented by Research Frontiers, allows the user to instantly and precisely control the shading of glass/plastic manually or automatically. SPD technology has numerous product applications, including SPD-Smart™ windows, sunshades, skylights and interior partitions for homes and buildings; automotive windows, sunroofs, sun visors, sunshades, rear-view mirrors, instrument panels and navigation systems; aircraft windows; museum display panels; eyewear products; and flat panel displays for electronic products. SPD-Smart light control film is now being developed for, or used in, architectural, automotive, marine, aerospace and appliance applications.

 

The Company has primarily utilized its cash, cash equivalents, and investments generated from sales of our common stock, proceeds from the exercise of options and warrants, and royalty fees collected to fund its research and development of SPD light valves, for marketing initiatives, and for other working capital purposes. The Company’s working capital and capital requirements depend upon numerous factors, including the results of research and development activities, competitive and technological developments, the timing and cost of patent filings, and the development of new licensees and changes in the Company’s relationships with its existing licensees. The degree of dependence of the Company’s working capital requirements on each of the foregoing factors cannot be quantified; increased research and development activities and related costs would increase such requirements; the addition of new licensees may provide additional working capital or working capital requirements; and changes in relationships with existing licensees would have a favorable or negative impact depending upon the nature of such changes. We have incurred recurring losses since inception and expect to continue to incur losses as a result of costs and expenses related to our research and continued development of our SPD technology and our corporate general and administrative expenses. Our capital requirements and operations to date have been substantially funded through sales of our common stock, exercise of options and warrants and royalty fees collected. As of March 31, 2024, we had working capital of approximately $2.9 million, cash and cash equivalents of approximately $2.1 million, shareholders’ equity of approximately $3.1 million and an accumulated deficit of approximately $124.7 million. Our projected cash flow shortfall based on our current operations adjusted for any non-recurring cash expenses and adjusted for additional royalties expected to be received for use of our products in new production for the next 12 months is approximately $200,000 to $250,000 per quarter. Based on our current expectations of our cash flow shortfall for the next 12 months, our working capital would support our activities for at least the next 12 months from the issuance of these condensed consolidated financial statements.

 

7
 

 

In the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition and long-term prospects. The Company may seek to obtain additional funding through future equity issuances. There can be no assurance as to the availability or terms upon which such financing and capital might be available. The eventual success of the Company and generation of positive cash flow will be dependent upon the commercialization of products using the Company’s technology by the Company’s licensees and payments of continuing royalties on account thereof. To date, the Company has not generated sufficient revenue from its licensees to fund its operations.

 

Note 3. Patent Costs

 

The Company expenses costs relating to the development, acquisition or enforcement of patents due to the uncertainty of the recoverability of these items.

 

Note 4. Revenue Recognition

 

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (Topic 606). The standard provides a single comprehensive revenue recognition model for all contracts with customers and supersedes existing revenue recognition guidance. The revenue standard contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognized. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services.

 

ASC 606 follows a five-step approach to determining revenue recognition including: 1) Identification of the contract; 2) Identification of the performance obligations; 3) Determination of the transaction price; 4) Allocation of the transaction price; and 5) Recognition of revenue.

 

The Company determined that its license agreements provide for three performance obligations which include: (i) the Grant of Use to its Patent Portfolio (“Grant of Use”), (ii) Stand-Ready Technical Support (“Technical Support”) including the transfer of trade secrets and other know-how, production of materials, scale-up support, analytical testing, etc., and (iii) access to new Intellectual Property (“IP”) that may be developed sometime during the course of the contract period (“New Improvements”). Given the nature of IP development, such New Improvements are on an unspecified basis and can occur and be made available to licensees at any time during the contract period.

 

When a contract includes more than one performance obligation, the Company needs to allocate the total consideration to each performance obligation based on its relative standalone selling price or estimate the standalone selling price if it is not observable. A standalone selling price is not available for our performance obligations since we do not sell any of the services separately and there is no competitor pricing that is available. As a consequence, the best method for determining standalone selling price of our Grant of Use performance obligation is through a comparison of the average royalty rate for comparable license agreements as compared to our license agreements. Comparable license agreements must consider several factors including: (i) the materials that are being licensed, (ii) the market application for the licensed materials, and (iii) the financial terms in the license agreements that can increase or decrease the risk/reward nature of the agreement.

 

Based on the royalty rate comparison referred to above, any pricing above and beyond the average royalty rate would relate to the Technical Support and New Improvements performance obligations. The Company focuses a significant portion of its time and resources to provide the Technical Support and New Improvements services to its licensees which further supports the conclusions reached using the royalty rate analysis.

 

8
 

 

The Technical Support and New Improvements performance obligations are co-terminus over the term of the license agreement. For purposes of determining the transaction price, and recognizing revenue, the Company combined the Technical Support and New Improvements performance obligations because they have the same pattern of transfer and the same term. We maintain a staff of scientists and other professionals whose primary job responsibilities throughout the year are: (i) being available to respond to Technical Support needs of our licensees, and (ii) developing improvements to our technology which are offered to our licensees as New Improvements. Since the costs incurred to satisfy the Technical Support and New Improvements performance obligations are incurred evenly throughout the year, the value of the Technical Support and New Improvements services are recognized throughout the initial contract period as these performance obligations are satisfied. If the agreement is not terminated at the end of the initial contract period, it will renew on the same terms as the initial contract for a one-year period. Consequently, any fees or minimum annual royalty obligations relating to this renewal contract will be allocated similarly to the initial contract over the additional one-year period.

 

We recognize revenue when or as the performance obligations in the contract are satisfied. For performance obligations that are fulfilled at a point in time, revenue is recognized at the fulfillment of the performance obligation. Since the IP is determined to be a functional license, the value of the Grant of Use is recognized in the first period of the contract term in which the license agreement is in force. The value of the Technical Support and New Improvements obligations is allocated throughout the contract period based on the satisfaction of its performance obligations. If the agreement is not terminated at the end of the contract period, it will renew on the same terms as the original agreement for a one-year period. Consequently, any fees or minimum annual royalties (“MAR”) relating to this renewal contract will be allocated similarly over that additional year.

 

The Company’s license agreements have a variable royalty fee structure (meaning that royalties are a fixed percentage of sales that vary from period to period) and frequently include a minimum annual royalty commitment. In instances when sales of licensed products by its licensees exceed the MAR, the Company recognizes fee income as the amounts have been earned. Typically, the royalty rate for such sales is 10-15% of the selling price. While this is variable consideration, it is subject to the sales/usage royalty exception to recognition of variable consideration in ASC 606 10-55-65 and therefore is not recognized until the subsequent sales or usage occurs or the MAR period commences.

 

Because of the immediate recognition of the Grant of Use performance obligation: (i) the first period of the contract term will generally have a higher percent allocation of the transaction price under ASC 606 than under the accounting guidance used prior to the adoption of ASC 606, and (ii) the remaining periods in the year will have less of the transaction price recognized under ASC 606 than under the accounting guidance used prior to the adoption of ASC 606. After the initial period in the contract term, the revenue for the remaining periods will be based on the satisfaction of the Technical Support and New Improvements obligations. Since most of our license agreements start as of January 1st, the revenue recognized for the contract under ASC 606 in our first quarter will tend to be higher than the accounting guidance used prior to the adoption of ASC 606.

 

As of March 31, 2024, the Company had $27,853 in unbilled revenue included in royalty receivables.

 

Certain of the contract fees are accrued by, or paid to, the Company in advance of the period in which they are earned resulting in deferred revenue (contract liabilities). Such excess amounts are recorded as deferred revenue and are recognized as revenue in future periods as earned. Contract assets represent unbilled receivables and are presented within accounts receivable, net on the condensed consolidated balance sheets.

 

The Company operates in a single business segment which is engaged in the development and marketing of technology and devices to control the flow of light. Our revenue source comes from the licensing of this technology and all of these license agreements have similar terms and provisions. The majority of the Company’s licensing fee income comes from the activities of several licensees participating in the automotive market. The Company currently believes that the automotive market will be the largest source of its royalty income over the next several years. The Company’s royalty income from this market may be influenced by numerous factors including various trends affecting demand in the automotive industry and the rate of introduction of new technology in OEM product lines. In addition to these macro factors, the Company’s royalty income from the automotive market could also be influenced by specific factors such as whether the Company’s SPD-SmartGlass technology appears as standard equipment or as an option on a particular vehicle, the number of additional vehicle models that SPD-SmartGlass appears on, the size of each window on a vehicle and the number of windows on a vehicle that use SPD SmartGlass, fluctuations in the total number of vehicles produced by a manufacturer, and in the percentage of cars within each model produced with SPD-SmartGlass, and changes in pricing or exchange rates.

 

9
 

 

As of March 31, 2024, the Company has one license agreement that is in its initial multiyear term (“Initial Term”) with continuing performance obligations going forward. The Initial Term of this agreement will end as of December 31, 2024. The Company currently expects this agreement will renew annually at the end of the Initial Term. As of March 31, 2024, the aggregate amount of the revenue to be recognized upon the satisfaction of the remaining performance obligations for this license agreement is $53,000. The revenue for the remaining performance obligations for this license agreement is expected to be recognized evenly throughout the remaining period of the Initial Term.

 

Note 5. Fee Income

 

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

 

During the first three months of 2024, four licensees accounted for 10% or more of fee income of the Company; these licensees accounted for approximately 39%, 19%, 19% and 10% of fee income recognized during such period. During the first three months of 2023, three licensees accounted for 10% or more of fee income of the Company; these licensees accounted for approximately 39%, 24% and 24% of fee income recognized during such period.

 

Note 6. Stock-Based Compensation

 

The Company has granted options/warrants to consultants. GAAP requires that all stock-based compensation be recognized as an expense in the condensed consolidated financial statements and that such costs be measured at the fair value of the award at the date of grant. These awards generally vest ratably over 12 to 60 months from the date of grant and the Company charges to operations quarterly the current market value of the options using the Black-Scholes method. During the three months ended March 31, 2024 and 2023, there were no charges related to options or warrants granted to consultants.

 

During the three months ended March 31, 2024 and 2023, the Company did not grant options to employees or directors.

 

There was no compensation expense recorded relating to restricted stock grants to employees and directors during the three months ended March 31, 2024 and 2023.

 

As of March 31, 2024, there were 84,500 shares available for future grant under our 2019 Equity Incentive Plan, which was approved by the Company’s shareholders in June 2019.

 

Note 7. Income Taxes

 

Since inception, the Company has incurred losses from operations and as a result has not recorded income tax expense. Benefits related to net operating loss carryforwards and other deferred tax items have been fully reserved since it was more likely than not that the Company would not achieve profitable operations and be able to utilize the benefit of the net operating loss carryforwards.

 

Note 8. Basic and Diluted Loss Per Common Share

 

Basic net loss per share excludes any dilution. It is based upon the weighted average number of common shares outstanding during the period. Dilutive net loss per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock. The Company’s dilutive loss per share equals basic loss per share for the periods ended March 31, 2024 and 2023, respectively, because all common stock equivalents (i.e., options and warrants) were antidilutive in those periods. The number of options and warrants that were not included (because their effect is antidilutive) were 3,262,015 and 3,788,060 for the periods ended March 31, 2024 and 2023, respectively.

 

10
 

 

Note 9. Equity

 

During the three months ended March 31, 2024, the Company received proceeds of $8,670 in connection with the exercise of options covering 8,500 shares of common stock. During the three months ended March 31, 2023, the Company received proceeds of $484,503 in connection with the exercise of warrants covering 358,891 shares of common stock.

 

On September 16, 2022, the Company entered into subscription agreements from a group of private accredited investors to sell them 2.0 million shares of common stock of the Company at a price of $2.30 per share (which represents the closing market price of the Company’s common stock on September 14, 2022, which was the date that the transaction was agreed to). For each share received, the investor also received one warrant (expiring on September 30, 2027) to purchase one share of common stock at an exercise price of $2.76/share. The shares were issued to the investors in a private placement and, along with the shares issued in connection with the exercise of any warrants in the future, are not registered and therefore subject to at least a six-month holding period by the investor from the date of issuance. As of September 30, 2022, the Company received $3,450,000 under these subscription agreements and has issued 1,500,000 common shares and issued 1,500,000 warrants. In addition, the Company has an outstanding commitment from a potential investor for the remaining $1,150,000 under these subscription agreements. The Company did not sell any other equity securities during the periods ended March 31, 2024 and 2023.

 

As of March 31, 2024, there were 2,055,143 warrants and 1,206,872 options outstanding.

 

Note 10. Leases

 

The Company determines if an arrangement is a lease at its inception. This determination generally depends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration. Control of an underlying asset is conveyed if the Company obtains the rights to direct the use of, and to obtain substantially all of the economic benefits from the use of, the underlying asset. Lease expense for variable leases and short-term leases is recognized when the obligation is incurred.

 

The Company has an operating lease for our facility with a weighted average remaining lease term of one year as of March 31, 2024. Operating leases are included in right-of-use lease assets, other current liabilities and long-term lease liabilities on the condensed consolidated balance sheets. Right-of-use lease assets and liabilities are recognized at each lease’s commencement date based on the present value of its lease payments over its respective lease term. The Company does not have an established incremental borrowing rate as it does not have any debt. The Company uses the stated borrowing rate for a lease when readily determinable. When the interest rates implicit in its lease agreements is not readily determinable, the Company used an interest rate based on the marketplace for public debt. The weighted average discount rate associated with operating leases as of March 31, 2024 is 5.5%.

 

Operating lease expense for the period ended March 31, 2024 was approximately $47,000. The Company has no material variable lease costs or sublease income for the period ended March 31, 2024.

 

Maturities of operating lease liabilities as of March 31, 2024 were as follows:

 

   March 31, 2024 
     
For the year ending December 31, 2024  $168,000 
For the year ending December 31, 2025   56,000 
Total lease payments   224,000 
Less: imputed lease interest   (7,057)
Present value of lease liabilities  $216,943 

 

Note 11. Related Party

 

Effective June 4, 2023, the Chairman and CEO of Gauzy, Ltd., one of the Company’s licensees, joined the Board of the Company. Gauzy’s license agreement has been in effect since September 17, 2017 and provides for minimum annual royalties and earned royalties relating to sales of SPD-SmartGlass architectural window products. Because the Company collects a 10-15% percentage royalty from the higher-priced end product sales by Gauzy’s customers purchasing their SPD-Smart light control film, under its license agreement with Gauzy, the Company does not collect a royalty on sales by Gauzy of SPD-Smart light control film to these licensee customers. In addition, the Company’s licensee Vision Systems, Inc. is a 100% owned subsidiary of Gauzy, Ltd. For three months ended March 31, 2024 and 2023, total fee income related to Gauzy and Vision Systems represented 21% and 25%, respectively, of the Company’s total fee income. In addition, as of March 31, 2024 and December 31, 2023, the Company’s accounts receivable from Gauzy and Vision Systems represented 3% and 8%, respectively, of the Company’s total royalty receivables, before reserves.

 

11
 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Critical Accounting Policies

 

The following accounting policies are important to understanding our financial condition and results of operations and should be read as an integral part of the discussion and analysis of the results of our operations and financial position. For additional accounting policies, see Note 2 to our December 31, 2023 consolidated financial statements, “Summary of Significant Accounting Policies.”

 

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. The Company determined that its license agreements provide for three performance obligations: (i) Grant of Use, (ii) Technical Support, and (iii) New Improvements.

 

The best method for determining standalone selling price of our Grant of Use performance obligation is through a comparison of the average royalty rate for comparable license agreements as compared to our license agreements. Based on the royalty rate comparison referred to above, any pricing above and beyond the average royalty rate would relate to the Technical Support and New Improvements performance obligations.

 

We recognize revenue when or as the performance obligations in the contract are satisfied. For performance obligations that are fulfilled at a point in time, revenue is recognized at the fulfillment of the performance obligation. Since the IP is determined to be a functional license, the value of the Grant of Use is recognized in the first period of the contract term in which the license agreement is in force. Since the costs incurred to satisfy the Technical Support and New Improvements performance obligations are incurred evenly throughout the year, the value of the Technical Support and New Improvements services are recognized throughout the contract period as these performance obligations are satisfied.

 

The Company operates in a single business segment which is engaged in the development and marketing of technology and devices to control the flow of light. Our revenue source comes from the licensing of this technology and all of these license agreements have similar terms and provisions.

 

The Company has entered into license agreements covering products using the Company’s SPD technology. When royalties from the sales of licensed products by a licensee exceed its contractual minimum annual royalties, the excess amount is recognized by the Company as fee income in the period that it was earned. Certain of the fees are accrued by, or paid to, the Company in advance of the period in which they are earned resulting in deferred revenue.

 

Royalty receivables are stated less allowance for credit loss. The allowance represents estimated uncollectible receivables usually due to licensees’ potential insolvency. The allowance includes amounts for certain licensees where risk of default has been specifically identified. The Company evaluates the collectability of its receivables on at least a quarterly basis and records appropriate allowances for uncollectible accounts when necessary.

 

The Company has historically used the Black-Scholes option-pricing model to determine the estimated fair value of each option grant. The Black-Scholes model includes assumptions regarding dividend yields, expected volatility, expected lives, and risk-free interest rates. These assumptions reflect our best estimates, but these items involve uncertainties based on market conditions generally outside of our control. As a result, if other assumptions had been used in the current period, stock-based compensation expense could have been materially impacted. Furthermore, if management uses different assumptions in future periods, stock-based compensation expense could be materially impacted in future years.

 

12
 

 

On occasion, the Company may issue to consultants either options or warrants to purchase shares of common stock of the Company at specified share prices. These options or warrants may vest based upon specific services being performed or performance criteria being met. In accounting for equity instruments that are issued to other than employees for acquiring, or in conjunction with selling, goods or services, the Company is required to record consulting expenses based upon the fair value of such options or warrants on the earlier of the service period or the period that such options or warrants vest as determined using a Black-Scholes option pricing model and are marked to market quarterly using the Black-Scholes option valuation model.

 

The preparation of condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the condensed consolidated financial statements and reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates.

 

Results of Operations

 

Overview

 

The majority of the Company’s fee income comes from the activities of several licensees participating in the automotive market. The Company currently believes that the automotive market will be the largest source of its royalty income over the next several years. The Company’s royalty income from this market may be influenced by numerous factors including various trends affecting demand in the automotive industry and the rate of introduction of new technology in OEM product lines. In addition to these macro factors, the Company’s royalty income from the automotive market could also be influenced by specific factors such as whether the Company’s SPD-SmartGlass technology appears as standard equipment or as an option on a particular vehicle, the number of additional vehicle models that SPD-SmartGlass appears on, the size of each window on a vehicle and the number of windows on a vehicle that use SPD-SmartGlass, fluctuations in the total number of vehicles produced by a manufacturer, and in the percentage of cars within model produced with SPD-SmartGlass, and changes in pricing or exchange rates.

 

Certain license fees, which are paid to the Company in advance of the accounting period in which they are earned resulting in the recognition of deferred revenue for the current accounting period, will be recognized as fee income in future periods. Also, licensees offset some or all of their royalty payments on sales of licensed products for a given period by applying these advance payments towards such earned royalty payments.

 

The Company has received royalty revenues from sales of products using the Company’s technology that were accretive to the Company’s royalty revenue. Production efficiencies are expected to continue and accelerate with the introduction of the higher vehicle production volumes for various car models going forward, and the Company expects that lower pricing per square foot of the Company’s technology could expand the market opportunities, adoption rates, and revenues for its technology in automotive and non-automotive applications. The Company expects to generate additional royalty income from the near-term introduction of additional new car and aircraft models from other OEMs (original equipment manufacturers), continued growth of sales of products using the Company’s technology for the marine industry in yachts and other watercraft, in trains, in museums, and in larger architectural projects.

 

Because the Company’s license agreements typically provide for the payment of royalties by a licensee on product sales within 45 days after the end of the quarter in which a sale of a licensed product occurs (with some of the Company’s more recent license agreements providing for payments on a monthly basis), and because of the time period which typically will elapse between a customer order and the sale of the licensed product and installation in a home, office building, automobile, aircraft, boat or any other product, there could be a delay between when economic activity between a licensee and its customer occurs and when the Company gets paid its royalty resulting from such activity.

 

13
 

 

Three months ended March 31, 2024 compared to the three months ended March 31, 2023

 

The Company’s fee income from licensing activities for the three months ended March 31, 2024 was $313,378 as compared to $248,175 for the three months ended March 31, 2023. This increase in fee income was primarily the result of higher royalties from the automotive and aircraft markets as compared to the first quarter of 2023. The Company expects revenue in all market segments to increase further as new car models and other products using the Company’s SPD-SmartGlass technology are introduced into the market.

 

Operating expenses increased by $45,588 for the three months ended March 31, 2024 to $633,387 from $587,799 for the three months ended March 31, 2023. This increase is the result of higher legal and professional fees ($50,000) as well as higher directors’ fees ($40,000) and higher foreign tax withholdings ($12,000) partially offset by lower payroll and related costs ($65,000).

 

Research and development expenditures increased by $519 to $149,741 for the three months ended March 31, 2024 from $149,222 for the three months ended March 31, 2023. This increase is a result of higher payroll and related costs ($4,000) partially offset by lower allocated facilities and utility costs ($3,000).

 

The Company’s net investment income, consisting of interest income, for the three months ended March 31, 2024 was $27,146 as compared to income of $26,208 for the three months ended March 31, 2023.

 

As a consequence of the factors discussed above, the Company’s net loss was $442,604 ($0.01 per common share) for the three months ended March 31, 2024 as compared to net loss of $462,638 ($0.01 per common share) for the three months ended March 31, 2023.

 

Financial Condition, Liquidity and Capital Resources

 

The Company has primarily utilized its cash, cash equivalents, marketable securities, short-term investments, and the proceeds from its investments to fund its research and development, for marketing initiatives, and for other working capital purposes. The Company’s working capital and capital requirements depend upon numerous factors, including, but not limited to, the results of research and development activities, competitive and technological developments, the timing and costs of patent filings, and the development of new licensees and changes in the Company’s relationship with existing licensees. The degree of dependence of the Company’s working capital requirements on each of the foregoing factors cannot be quantified; increased research and development activities and related costs would increase such requirements; the addition of new licensees may provide additional working capital or working capital requirements, and changes in relationships with existing licensees would have a favorable or negative impact depending upon the nature of such changes.

 

During the three months ended March 31, 2024, the Company’s cash and cash equivalents balance decreased by $382,500 as a result of cash used to fund operations of $391,120 partially offset by cash generated from the exercise options of $8,670. As of March 31, 2024, the Company had cash and cash equivalents of approximately $2.1 million, working capital of $2.9 million and total shareholders’ equity of $3.1 million.

 

Our quarterly projected cash flow shortfall, based on our current operations, adjusted for any non-recurring cash expenses for the next 12 months and adjusted for additional royalties expected to be received for use of our products in new production, for the next 12 months, is approximately $200,000 to $250,000 per quarter. We may eliminate some operating expenses in the future, which will further reduce our cash flow shortfall if needed. Based on these assumptions, we currently expect to have sufficient working capital for more than the next five years of operations.

 

The Company expects to use its cash to fund its research and development of SPD light valves, its expanded marketing initiatives, and for other working capital purposes. The Company believes that its current cash and cash equivalents would fund its operations for more than the next five years. There can be no assurances that expenditures will not exceed the anticipated amounts or that additional financing, if required, will be available when needed or, if available, that its terms will be favorable or acceptable to the Company. Eventual success of the Company and generation of positive cash flow will be dependent upon the extent of commercialization of products using the Company’s technology by the Company’s licensees and payments of continuing royalties on account thereof. To date, the Company has not generated sufficient revenue from its licensees to fully fund its operations.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

The information required by Item 3 has been disclosed in Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. There has been no material change in the disclosure regarding market risk.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We designed our disclosure controls and procedures to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, to allow timely decisions regarding required disclosure. Our Chief Executive Officer and acting interim Chief Financial Officer, with assistance from other members of our management, has reviewed the effectiveness of our disclosure controls and procedures as of March 31, 2024, and, based on his evaluation, has concluded that our disclosure controls and procedures were effective.

 

14
 

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the three months ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Forward-Looking Statements

 

The information set forth in this Report and in all publicly disseminated information about the Company, including the narrative contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” above, includes “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and is subject to the safe harbor created by that section. Readers are cautioned not to place undue reliance on these forward-looking statements as they speak only as of the date hereof and are not guaranteed.

 

PART II. OTHER INFORMATION

 

Item 6. Exhibits

 

31.1 Rule 13a-14(a)/15d-14(a) Certification of Joseph M. Harary - Filed herewith.
   
32.1 Section 1350 Certification of Joseph M. Harary - Filed herewith.
   
101.INS Inline XBRL Instance Document
   
101.SCH Inline XBRL Taxonomy Extension Schema Document
   
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
   
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
   
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
   
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
   
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

15
 

 

SIGNATURES

 

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

 

  RESEARCH FRONTIERS INCORPORATED
  (Registrant)
   
  /s/ Joseph M. Harary
  Joseph M. Harary, President, CEO, acting interim CFO and Treasurer
  (Principal Executive Officer and Principal Financial Officer)

 

Date: May 9, 2024

 

16

 

EXHIBIT 31.1

 

CERTIFICATION

 

I, Joseph M. Harary, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Research Frontiers Incorporated (the “registrant”);

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the condensed consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: May 9, 2024 /s/ Joseph M. Harary
  Joseph M. Harary
  President, Chief Executive Officer and acting interim Chief Financial Officer

 

 

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Research Frontiers Incorporated (the “Company”) on Form 10-Q for the quarter ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph M. Harary, President and Chief Executive Officer and Principal Executive Officer and acting interim Chief Financial Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1. The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
   
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ Joseph M. Harary  
Joseph M. Harary  
President, Chief Executive Officer and Principal  
Executive Officer and acting interim Chief Financial  
Officer and Principal Financial Officer  
May 9, 2024  

 

 

 

v3.24.1.u1
Cover - shares
 3 Months Ended
Mar. 31, 2024
May 09, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Mar. 31, 2024  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --12-31  
Entity File Number 000-14893  
Entity Registrant Name RESEARCH FRONTIERS INCORPORATED  
Entity Central Index Key 0000793524  
Entity Tax Identification Number 11-2103466  
Entity Incorporation, State or Country Code DE  
Entity Address, Address Line One 240 CROSSWAYS PARK DRIVE  
Entity Address, City or Town WOODBURY  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 11797-2033  
City Area Code (516)  
Local Phone Number 364-1902  
Title of 12(b) Security Common Stock, par value $0.0001 per share  
Trading Symbol REFR  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   33,517,787
v3.24.1.u1
Condensed Consolidated Balance Sheets - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 2,093,458 $ 2,475,958
Royalties receivable, net of reserves of $1,253,450 in 2024 and 2023, respectively 956,783 1,003,404
Prepaid expenses and other current assets 240,771 96,784
Total current assets 3,291,012 3,576,146
Fixed assets, net 33,199 39,598
Operating lease ROU assets 142,972 178,715
Deposits and other assets 56,066 56,066
Total assets 3,523,249 3,850,525
Current liabilities:    
Current portion of operating lease liability 216,943 212,359
Accounts payable 171,239 50,880
Accrued expenses 51,270 14,192
Total current liabilities 439,452 277,431
Operating lease liability, net of current portion 55,363
Total liabilities 439,452 332,794
Shareholders’ equity:    
Common stock, par value $0.0001 per share; authorized 100,000,000 shares, issued and outstanding 33,517,787 in 2024 and 33,509,287 in 2023 3,352 3,351
Additional paid-in capital 127,787,890 127,779,221
Accumulated deficit (124,707,445) (124,264,841)
Total shareholders’ equity 3,083,797 3,517,731
Total liabilities and shareholders’ equity $ 3,523,249 $ 3,850,525
v3.24.1.u1
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Royalties receivables, reserves $ 1,253,450 $ 1,253,450
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 33,517,787 33,509,287
Common stock, shares outstanding 33,517,787 33,509,287
v3.24.1.u1
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Income Statement [Abstract]    
Fee income $ 313,378 $ 248,175
Operating expenses 633,387 587,799
Research and development 149,741 149,222
Total expenses 783,128 737,021
Operating loss (469,750) (488,846)
Net investment income 27,146 26,208
Net loss $ (442,604) $ (462,638)
Net loss per common share - Basic $ (0.01) $ (0.01)
Net loss per common share - Diluted $ (0.01) $ (0.01)
Weighted average number of common shares outstanding - Basic 33,510,408 33,286,648
Weighted average number of common shares outstanding - Diluted 33,510,408 33,286,648
v3.24.1.u1
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Balance at Dec. 31, 2022 $ 3,315 $ 127,150,027 $ (122,356,477) $ 4,796,865
Balance, shares at Dec. 31, 2022 33,150,396      
Exercise of warrants $ 36 484,466 484,502
Exercise of warrants, shares 358,891      
Net loss (462,638) (462,638)
Balance at Mar. 31, 2023 $ 3,351 127,634,493 (122,819,115) 4,818,729
Balance, shares at Mar. 31, 2023 33,509,287      
Balance at Dec. 31, 2023 $ 3,351 127,779,221 (124,264,841) 3,517,731
Balance, shares at Dec. 31, 2023 33,509,287      
Net loss (442,604) (442,604)
Exercise of options $ 1 8,669 8,670
Exercise of options, shares 8,500      
Balance at Mar. 31, 2024 $ 3,352 $ 127,787,890 $ (124,707,445) $ 3,083,797
Balance, shares at Mar. 31, 2024 33,517,787      
v3.24.1.u1
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Cash flows from operating activities:    
Net loss $ (442,604) $ (462,638)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation and amortization 6,449 6,816
Unrealized gain on marketable securities (22,900)
ROU asset amortization 35,743 36,958
Bad debt recovery (5,000)
Change in assets and liabilities:    
Royalty receivables 46,621 (89,264)
Prepaid expenses and other assets (143,987) 7,785
Accounts payable and accrued expenses 157,437 (33,288)
Deferred revenue 11,921
Operating lease liability (50,779) (47,513)
Net cash used in operating activities (391,120) (597,123)
Cash flows from investing activities:    
Purchases of fixed assets (50) (702)
Purchases of marketable securities (2,965,160)
Net cash used in investing activities (50) (2,965,862)
Cash flows from financing activities:    
Net proceeds from exercise of options and warrants 8,670 484,502
Net cash provided by financing activities 8,670 484,502
Net decrease in cash and cash equivalents (382,500) (3,078,483)
Cash and cash equivalents at beginning of period 2,475,958 4,230,916
Cash and cash equivalents at end of period $ 2,093,458 $ 1,152,433
v3.24.1.u1
Basis of Presentation
 3 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation

Note 1. Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024. The condensed consolidated balance sheet at December 31, 2023 has been derived from the audited consolidated financial statements at that date. For further information, refer to the consolidated financial statements and footnotes thereto included in the Annual Report on Form 10-K relating to Research Frontiers Incorporated for the fiscal year ended December 31, 2023.

 
v3.24.1.u1
Business
 3 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Business

Note 2. Business

 

Research Frontiers Incorporated (“Research Frontiers” or the “Company”) operates in a single business segment which is engaged in the development and marketing of technology and devices to control the flow of light. Such devices, often referred to as “light valves” or suspended particle devices (“SPDs”), use colloidal particles that are either incorporated within a liquid suspension or a film, which is usually enclosed between two sheets of glass or plastic having transparent, electrically conductive coatings on the facing surfaces thereof. At least one of the two sheets is transparent. SPD technology, made possible by a flexible light-control film invented by Research Frontiers, allows the user to instantly and precisely control the shading of glass/plastic manually or automatically. SPD technology has numerous product applications, including SPD-Smart™ windows, sunshades, skylights and interior partitions for homes and buildings; automotive windows, sunroofs, sun visors, sunshades, rear-view mirrors, instrument panels and navigation systems; aircraft windows; museum display panels; eyewear products; and flat panel displays for electronic products. SPD-Smart light control film is now being developed for, or used in, architectural, automotive, marine, aerospace and appliance applications.

 

The Company has primarily utilized its cash, cash equivalents, and investments generated from sales of our common stock, proceeds from the exercise of options and warrants, and royalty fees collected to fund its research and development of SPD light valves, for marketing initiatives, and for other working capital purposes. The Company’s working capital and capital requirements depend upon numerous factors, including the results of research and development activities, competitive and technological developments, the timing and cost of patent filings, and the development of new licensees and changes in the Company’s relationships with its existing licensees. The degree of dependence of the Company’s working capital requirements on each of the foregoing factors cannot be quantified; increased research and development activities and related costs would increase such requirements; the addition of new licensees may provide additional working capital or working capital requirements; and changes in relationships with existing licensees would have a favorable or negative impact depending upon the nature of such changes. We have incurred recurring losses since inception and expect to continue to incur losses as a result of costs and expenses related to our research and continued development of our SPD technology and our corporate general and administrative expenses. Our capital requirements and operations to date have been substantially funded through sales of our common stock, exercise of options and warrants and royalty fees collected. As of March 31, 2024, we had working capital of approximately $2.9 million, cash and cash equivalents of approximately $2.1 million, shareholders’ equity of approximately $3.1 million and an accumulated deficit of approximately $124.7 million. Our projected cash flow shortfall based on our current operations adjusted for any non-recurring cash expenses and adjusted for additional royalties expected to be received for use of our products in new production for the next 12 months is approximately $200,000 to $250,000 per quarter. Based on our current expectations of our cash flow shortfall for the next 12 months, our working capital would support our activities for at least the next 12 months from the issuance of these condensed consolidated financial statements.

 

 

In the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition and long-term prospects. The Company may seek to obtain additional funding through future equity issuances. There can be no assurance as to the availability or terms upon which such financing and capital might be available. The eventual success of the Company and generation of positive cash flow will be dependent upon the commercialization of products using the Company’s technology by the Company’s licensees and payments of continuing royalties on account thereof. To date, the Company has not generated sufficient revenue from its licensees to fund its operations.

 
v3.24.1.u1
Patent Costs
 3 Months Ended
Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Patent Costs

Note 3. Patent Costs

 

The Company expenses costs relating to the development, acquisition or enforcement of patents due to the uncertainty of the recoverability of these items.

 
v3.24.1.u1
Revenue Recognition
 3 Months Ended
Mar. 31, 2024
Revenue Recognition  
Revenue Recognition

Note 4. Revenue Recognition

 

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (Topic 606). The standard provides a single comprehensive revenue recognition model for all contracts with customers and supersedes existing revenue recognition guidance. The revenue standard contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognized. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services.

 

ASC 606 follows a five-step approach to determining revenue recognition including: 1) Identification of the contract; 2) Identification of the performance obligations; 3) Determination of the transaction price; 4) Allocation of the transaction price; and 5) Recognition of revenue.

 

The Company determined that its license agreements provide for three performance obligations which include: (i) the Grant of Use to its Patent Portfolio (“Grant of Use”), (ii) Stand-Ready Technical Support (“Technical Support”) including the transfer of trade secrets and other know-how, production of materials, scale-up support, analytical testing, etc., and (iii) access to new Intellectual Property (“IP”) that may be developed sometime during the course of the contract period (“New Improvements”). Given the nature of IP development, such New Improvements are on an unspecified basis and can occur and be made available to licensees at any time during the contract period.

 

When a contract includes more than one performance obligation, the Company needs to allocate the total consideration to each performance obligation based on its relative standalone selling price or estimate the standalone selling price if it is not observable. A standalone selling price is not available for our performance obligations since we do not sell any of the services separately and there is no competitor pricing that is available. As a consequence, the best method for determining standalone selling price of our Grant of Use performance obligation is through a comparison of the average royalty rate for comparable license agreements as compared to our license agreements. Comparable license agreements must consider several factors including: (i) the materials that are being licensed, (ii) the market application for the licensed materials, and (iii) the financial terms in the license agreements that can increase or decrease the risk/reward nature of the agreement.

 

Based on the royalty rate comparison referred to above, any pricing above and beyond the average royalty rate would relate to the Technical Support and New Improvements performance obligations. The Company focuses a significant portion of its time and resources to provide the Technical Support and New Improvements services to its licensees which further supports the conclusions reached using the royalty rate analysis.

 

 

The Technical Support and New Improvements performance obligations are co-terminus over the term of the license agreement. For purposes of determining the transaction price, and recognizing revenue, the Company combined the Technical Support and New Improvements performance obligations because they have the same pattern of transfer and the same term. We maintain a staff of scientists and other professionals whose primary job responsibilities throughout the year are: (i) being available to respond to Technical Support needs of our licensees, and (ii) developing improvements to our technology which are offered to our licensees as New Improvements. Since the costs incurred to satisfy the Technical Support and New Improvements performance obligations are incurred evenly throughout the year, the value of the Technical Support and New Improvements services are recognized throughout the initial contract period as these performance obligations are satisfied. If the agreement is not terminated at the end of the initial contract period, it will renew on the same terms as the initial contract for a one-year period. Consequently, any fees or minimum annual royalty obligations relating to this renewal contract will be allocated similarly to the initial contract over the additional one-year period.

 

We recognize revenue when or as the performance obligations in the contract are satisfied. For performance obligations that are fulfilled at a point in time, revenue is recognized at the fulfillment of the performance obligation. Since the IP is determined to be a functional license, the value of the Grant of Use is recognized in the first period of the contract term in which the license agreement is in force. The value of the Technical Support and New Improvements obligations is allocated throughout the contract period based on the satisfaction of its performance obligations. If the agreement is not terminated at the end of the contract period, it will renew on the same terms as the original agreement for a one-year period. Consequently, any fees or minimum annual royalties (“MAR”) relating to this renewal contract will be allocated similarly over that additional year.

 

The Company’s license agreements have a variable royalty fee structure (meaning that royalties are a fixed percentage of sales that vary from period to period) and frequently include a minimum annual royalty commitment. In instances when sales of licensed products by its licensees exceed the MAR, the Company recognizes fee income as the amounts have been earned. Typically, the royalty rate for such sales is 10-15% of the selling price. While this is variable consideration, it is subject to the sales/usage royalty exception to recognition of variable consideration in ASC 606 10-55-65 and therefore is not recognized until the subsequent sales or usage occurs or the MAR period commences.

 

Because of the immediate recognition of the Grant of Use performance obligation: (i) the first period of the contract term will generally have a higher percent allocation of the transaction price under ASC 606 than under the accounting guidance used prior to the adoption of ASC 606, and (ii) the remaining periods in the year will have less of the transaction price recognized under ASC 606 than under the accounting guidance used prior to the adoption of ASC 606. After the initial period in the contract term, the revenue for the remaining periods will be based on the satisfaction of the Technical Support and New Improvements obligations. Since most of our license agreements start as of January 1st, the revenue recognized for the contract under ASC 606 in our first quarter will tend to be higher than the accounting guidance used prior to the adoption of ASC 606.

 

As of March 31, 2024, the Company had $27,853 in unbilled revenue included in royalty receivables.

 

Certain of the contract fees are accrued by, or paid to, the Company in advance of the period in which they are earned resulting in deferred revenue (contract liabilities). Such excess amounts are recorded as deferred revenue and are recognized as revenue in future periods as earned. Contract assets represent unbilled receivables and are presented within accounts receivable, net on the condensed consolidated balance sheets.

 

The Company operates in a single business segment which is engaged in the development and marketing of technology and devices to control the flow of light. Our revenue source comes from the licensing of this technology and all of these license agreements have similar terms and provisions. The majority of the Company’s licensing fee income comes from the activities of several licensees participating in the automotive market. The Company currently believes that the automotive market will be the largest source of its royalty income over the next several years. The Company’s royalty income from this market may be influenced by numerous factors including various trends affecting demand in the automotive industry and the rate of introduction of new technology in OEM product lines. In addition to these macro factors, the Company’s royalty income from the automotive market could also be influenced by specific factors such as whether the Company’s SPD-SmartGlass technology appears as standard equipment or as an option on a particular vehicle, the number of additional vehicle models that SPD-SmartGlass appears on, the size of each window on a vehicle and the number of windows on a vehicle that use SPD SmartGlass, fluctuations in the total number of vehicles produced by a manufacturer, and in the percentage of cars within each model produced with SPD-SmartGlass, and changes in pricing or exchange rates.

 

 

As of March 31, 2024, the Company has one license agreement that is in its initial multiyear term (“Initial Term”) with continuing performance obligations going forward. The Initial Term of this agreement will end as of December 31, 2024. The Company currently expects this agreement will renew annually at the end of the Initial Term. As of March 31, 2024, the aggregate amount of the revenue to be recognized upon the satisfaction of the remaining performance obligations for this license agreement is $53,000. The revenue for the remaining performance obligations for this license agreement is expected to be recognized evenly throughout the remaining period of the Initial Term.

 
v3.24.1.u1
Fee Income
 3 Months Ended
Mar. 31, 2024
Fee Income  
Fee Income

Note 5. Fee Income

 

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

 

During the first three months of 2024, four licensees accounted for 10% or more of fee income of the Company; these licensees accounted for approximately 39%, 19%, 19% and 10% of fee income recognized during such period. During the first three months of 2023, three licensees accounted for 10% or more of fee income of the Company; these licensees accounted for approximately 39%, 24% and 24% of fee income recognized during such period.

 
v3.24.1.u1
Stock-Based Compensation
 3 Months Ended
Mar. 31, 2024
Compensation Related Costs [Abstract]  
Stock-Based Compensation

Note 6. Stock-Based Compensation

 

The Company has granted options/warrants to consultants. GAAP requires that all stock-based compensation be recognized as an expense in the condensed consolidated financial statements and that such costs be measured at the fair value of the award at the date of grant. These awards generally vest ratably over 12 to 60 months from the date of grant and the Company charges to operations quarterly the current market value of the options using the Black-Scholes method. During the three months ended March 31, 2024 and 2023, there were no charges related to options or warrants granted to consultants.

 

During the three months ended March 31, 2024 and 2023, the Company did not grant options to employees or directors.

 

There was no compensation expense recorded relating to restricted stock grants to employees and directors during the three months ended March 31, 2024 and 2023.

 

As of March 31, 2024, there were 84,500 shares available for future grant under our 2019 Equity Incentive Plan, which was approved by the Company’s shareholders in June 2019.

 
v3.24.1.u1
Income Taxes
 3 Months Ended
Mar. 31, 2024
Income Tax Disclosure [Abstract]  
Income Taxes

Note 7. Income Taxes

 

Since inception, the Company has incurred losses from operations and as a result has not recorded income tax expense. Benefits related to net operating loss carryforwards and other deferred tax items have been fully reserved since it was more likely than not that the Company would not achieve profitable operations and be able to utilize the benefit of the net operating loss carryforwards.

 
v3.24.1.u1
Basic and Diluted Loss Per Common Share
 3 Months Ended
Mar. 31, 2024
Earnings Per Share [Abstract]  
Basic and Diluted Loss Per Common Share

Note 8. Basic and Diluted Loss Per Common Share

 

Basic net loss per share excludes any dilution. It is based upon the weighted average number of common shares outstanding during the period. Dilutive net loss per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock. The Company’s dilutive loss per share equals basic loss per share for the periods ended March 31, 2024 and 2023, respectively, because all common stock equivalents (i.e., options and warrants) were antidilutive in those periods. The number of options and warrants that were not included (because their effect is antidilutive) were 3,262,015 and 3,788,060 for the periods ended March 31, 2024 and 2023, respectively.

 

 
v3.24.1.u1
Equity
 3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
Equity

Note 9. Equity

 

During the three months ended March 31, 2024, the Company received proceeds of $8,670 in connection with the exercise of options covering 8,500 shares of common stock. During the three months ended March 31, 2023, the Company received proceeds of $484,503 in connection with the exercise of warrants covering 358,891 shares of common stock.

 

On September 16, 2022, the Company entered into subscription agreements from a group of private accredited investors to sell them 2.0 million shares of common stock of the Company at a price of $2.30 per share (which represents the closing market price of the Company’s common stock on September 14, 2022, which was the date that the transaction was agreed to). For each share received, the investor also received one warrant (expiring on September 30, 2027) to purchase one share of common stock at an exercise price of $2.76/share. The shares were issued to the investors in a private placement and, along with the shares issued in connection with the exercise of any warrants in the future, are not registered and therefore subject to at least a six-month holding period by the investor from the date of issuance. As of September 30, 2022, the Company received $3,450,000 under these subscription agreements and has issued 1,500,000 common shares and issued 1,500,000 warrants. In addition, the Company has an outstanding commitment from a potential investor for the remaining $1,150,000 under these subscription agreements. The Company did not sell any other equity securities during the periods ended March 31, 2024 and 2023.

 

As of March 31, 2024, there were 2,055,143 warrants and 1,206,872 options outstanding.

 
v3.24.1.u1
Leases
 3 Months Ended
Mar. 31, 2024
Leases  
Leases

Note 10. Leases

 

The Company determines if an arrangement is a lease at its inception. This determination generally depends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration. Control of an underlying asset is conveyed if the Company obtains the rights to direct the use of, and to obtain substantially all of the economic benefits from the use of, the underlying asset. Lease expense for variable leases and short-term leases is recognized when the obligation is incurred.

 

The Company has an operating lease for our facility with a weighted average remaining lease term of one year as of March 31, 2024. Operating leases are included in right-of-use lease assets, other current liabilities and long-term lease liabilities on the condensed consolidated balance sheets. Right-of-use lease assets and liabilities are recognized at each lease’s commencement date based on the present value of its lease payments over its respective lease term. The Company does not have an established incremental borrowing rate as it does not have any debt. The Company uses the stated borrowing rate for a lease when readily determinable. When the interest rates implicit in its lease agreements is not readily determinable, the Company used an interest rate based on the marketplace for public debt. The weighted average discount rate associated with operating leases as of March 31, 2024 is 5.5%.

 

Operating lease expense for the period ended March 31, 2024 was approximately $47,000. The Company has no material variable lease costs or sublease income for the period ended March 31, 2024.

 

Maturities of operating lease liabilities as of March 31, 2024 were as follows:

 

   March 31, 2024 
     
For the year ending December 31, 2024  $168,000 
For the year ending December 31, 2025   56,000 
Total lease payments   224,000 
Less: imputed lease interest   (7,057)
Present value of lease liabilities  $216,943 

 
v3.24.1.u1
Related Party
 3 Months Ended
Mar. 31, 2024
Related Party Transactions [Abstract]  
Related Party

Note 11. Related Party

 

Effective June 4, 2023, the Chairman and CEO of Gauzy, Ltd., one of the Company’s licensees, joined the Board of the Company. Gauzy’s license agreement has been in effect since September 17, 2017 and provides for minimum annual royalties and earned royalties relating to sales of SPD-SmartGlass architectural window products. Because the Company collects a 10-15% percentage royalty from the higher-priced end product sales by Gauzy’s customers purchasing their SPD-Smart light control film, under its license agreement with Gauzy, the Company does not collect a royalty on sales by Gauzy of SPD-Smart light control film to these licensee customers. In addition, the Company’s licensee Vision Systems, Inc. is a 100% owned subsidiary of Gauzy, Ltd. For three months ended March 31, 2024 and 2023, total fee income related to Gauzy and Vision Systems represented 21% and 25%, respectively, of the Company’s total fee income. In addition, as of March 31, 2024 and December 31, 2023, the Company’s accounts receivable from Gauzy and Vision Systems represented 3% and 8%, respectively, of the Company’s total royalty receivables, before reserves.
v3.24.1.u1
Leases (Tables)
 3 Months Ended
Mar. 31, 2024
Leases  
Schedule of Maturities of Operating Lease

Maturities of operating lease liabilities as of March 31, 2024 were as follows:

 

   March 31, 2024 
     
For the year ending December 31, 2024  $168,000 
For the year ending December 31, 2025   56,000 
Total lease payments   224,000 
Less: imputed lease interest   (7,057)
Present value of lease liabilities  $216,943 
v3.24.1.u1
Business (Details Narrative) - USD ($)
 3 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Dec. 31, 2022
Working capital $ 2,900,000      
Cash and cash equivalents 2,093,458 $ 2,475,958    
Shareholders' equity 3,083,797 3,517,731 $ 4,818,729 $ 4,796,865
Accumulated deficit 124,707,445 $ 124,264,841    
Minimum [Member]        
Non-recurring cash expenses 200,000      
Maximum [Member]        
Non-recurring cash expenses $ 250,000      
v3.24.1.u1
Revenue Recognition (Details Narrative) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Unbilled receivables current $ 27,853  
Revenue recognition 313,378 $ 248,175
One License Agreements [Member]    
Revenue recognition $ 53,000  
Minimum [Member] | Revenue Benchmark [Member] | License Agreement [Member]    
Royalty rate on selling price 10.00%  
Maximum [Member] | Revenue Benchmark [Member] | License Agreement [Member]    
Royalty rate on selling price 15.00%  
v3.24.1.u1
Fee Income (Details Narrative) - Revenue Benchmark [Member] - Customer Concentration Risk [Member]
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Licensee One [Member]    
Product Information [Line Items]    
Concentration risk percentage 39.00% 39.00%
License Two [Member]    
Product Information [Line Items]    
Concentration risk percentage 19.00% 24.00%
License Three [Member]    
Product Information [Line Items]    
Concentration risk percentage 19.00% 24.00%
Licensee Four [Member]    
Product Information [Line Items]    
Concentration risk percentage 10.00%  
v3.24.1.u1
Stock-Based Compensation (Details Narrative) - shares
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
2019 Equity Incentive Plan [Member]    
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]    
Shares available for future grant 84,500  
Employees and Directors [Member]    
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]    
Stock options granted
Restricted stock options granted 0 0
Minimum [Member]    
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]    
Stock based compensation be recognized 12 months  
Maximum [Member]    
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]    
Stock based compensation be recognized 60 months  
v3.24.1.u1
Basic and Diluted Loss Per Common Share (Details Narrative) - shares
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Options and Warrants [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Anti-dilutive securities effect 3,262,015 3,788,060
v3.24.1.u1
Equity (Details Narrative) - USD ($)
 3 Months Ended
Sep. 30, 2022
Sep. 16, 2022
Mar. 31, 2024
Mar. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Proceeds from issuance or sale of equity $ 3,450,000      
Proceeds from expects to receive the remaining amount $ 1,150,000      
Warrants outstanding     2,055,143  
Options outstanding     1,206,872  
Subscription Agreement [Member]        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Number of shares issued   2,000,000.0    
Shares issued price per share   $ 2.30    
Warrant [Member]        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Proceeds from warrant exercises     $ 8,670 $ 484,503
Warrant expiring term   Sep. 30, 2027    
Warrants exercise price   $ 2.76    
Number of warrants issued 1,500,000      
Common Stock [Member]        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Number of shares issued 1,500,000   8,500 358,891
v3.24.1.u1
Schedule of Maturities of Operating Lease (Details)
Mar. 31, 2024
USD ($)
Leases  
For the year ending December 31, 2024 $ 168,000
For the year ending December 31, 2025 56,000
Total lease payments 224,000
Less: imputed lease interest (7,057)
Present value of lease liabilities $ 216,943
v3.24.1.u1
Leases (Details Narrative)
 3 Months Ended
Mar. 31, 2024
USD ($)
Leases  
Weighted average remaining lease term 1 year
Weighted-average discount rate 5.50%
Operating lease expense $ 47,000
v3.24.1.u1
Related Party (Details Narrative)
 3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Jun. 04, 2023
Mar. 31, 2023
Gauzy Ltd [Member]        
Subsidiary, ownership percentage 100.00%      
Gauzy Ltd [Member] | Minimum [Member]        
Royalty percentage     10.00%  
Gauzy Ltd [Member] | Maximum [Member]        
Royalty percentage     15.00%  
Gauzy and Vision Systems [Member]        
Total fee income percentage 21.00%     25.00%
Related party percentage 3.00% 8.00%    
Research Frontiers (NASDAQ:REFR)
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