RESEARCH FRONTIERS INC 8-K

What Happened

• On February 18, 2026, Research Frontiers Inc. announced it entered into subscription agreements with a group of private accredited investors (including family members of a director and the owner of a Company licensee). The investors purchased 1,100,000 shares of common stock at $1.00 per share, generating $1.1 million in proceeds.
• Each share was accompanied by one warrant (expiring February 28, 2031) with tiered exercise prices: $1.10 (through Feb 28, 2027), $1.20 (Mar 1, 2027–Feb 29, 2028), $1.30 (Mar 1, 2028–Feb 28, 2029) and $1.50 (after Feb 28, 2029 until expiration). The $1.00 share price equals the company’s closing price on February 13, 2026 (the agreement date). The shares were issued in a private placement and are unregistered, subject to at least a six‑month holding period.

Key Details

• Amount raised: $1.1 million from sale of 1,100,000 common shares at $1.00 each (Feb 18, 2026).
• Warrants: 1 warrant per share; expiration Feb 28, 2031; escalating exercise prices ($1.10 → $1.20 → $1.30 → $1.50) depending on exercise date.
• Related parties: Investors included family members of a director and the owner of a company licensee that produces SPD‑SmartGlass products for the retrofit architectural glass market.
• Securities status: Shares and any shares issued on warrant exercise are unregistered and currently subject to a minimum six‑month holding restriction.

Why It Matters

• The transaction provides Research Frontiers with immediate liquidity of $1.1M to support operations or corporate needs.
• The warrants create potential future dilution if exercised; exercise prices rise over time, which may influence timing of exercises.
• Inclusion of related-party investors (director family members and a licensee owner) is disclosed and may be relevant to investors assessing governance and potential conflicts of interest.
• Shares remain unregistered and restricted, limiting immediate resale by these investors.