8-K - REFR - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): September 16, 2022

RESEARCH

FRONTIERS INCORPORATED

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

delaware	000-14893	11-2103466
(STATE<br> OR OTHER JURISDICTION	(COMMISSION	(IRS<br> EMPLOYER
OF<br> INCORPORATION)	FILE<br> NUMBER)	IDENTIFICATION<br> NO.)

240

CROSSWAYS PARK DRIVE

WOODBURY, new york 11797-2033

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (516) 364-1902

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Item1.01. Entry Into a Material Definitive Agreement

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 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). The Company will receive $4.6 million in proceeds from the sale of common stock to the investors. 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 currently subject to at least a six month holding period by the investor. Research Frontiers is filing the related transaction documents as Exhibits 1.1 and 1.2 to this current report on Form 8-K.

Item7.01 Regulation FD Disclosure

On September 19, 2022 the Company and its licensee Gauzy Ltd. issued a press release (attached as Exhibit 1.3) about the exhibition of various products using the Company’s SPD-SmartGlass technology at public events in Europe.

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.

Item9.01. Financial Statements and Exhibits.

1.1	Form of Subscription Agreement
1.2	Form of Warrant Agreement.
1.3	Research Frontiers Press Release dated September 19, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

RESEARCH<br> FRONTIERS INCORPORATED
	/s/ Joseph M. Harary
By:	Joseph<br> M. Harary
Title:	President<br> and CEO

Dated: September 20, 2022

Exhibit1.1

RESEARCHFRONTIERS INCORPORATED

SUBSCRIPTIONAGREEMENT

September 14, 2022

Research Frontiers Incorporated

240 Crossways Park Drive

Woodbury, New York 11797-2033

Attention: Joseph M. Harary, President and CEO

Gentlemen:

This Subscription Agreement is made by and between Research Frontiers Incorporated, a Delaware corporation (the “Company”), and the undersigned (the “Subscriber”), in connection with the offering (the “Offering”) of certain shares of common stock of the Company, $.0001 par value per share (the “Shares”) and related stock purchase warrants. For every one (1) Share purchased by the Subscriber, hereunder, the Subscriber shall also receive one (1) warrant expiring on September 30, 2027 (the “Warrant”) to purchase one share of common stock at the exercise price equal to 120% of the Subscription Price (defined below) per warrant under the terms contained in the Warrant Agreement which shall evidence the Warrant being issued to the undersigned.

The Shares and the Warrants issuable hereunder are referred to as the “Securities”. The Offering and sale of the Securities are being made pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “Act”). The undersigned agrees on behalf of itself or any of its affiliates that in the event the Company does not have an effective registration statement, there is no circumstance that would require the Company to net cash settle the Warrants or any warrants previously issued to the undersigned or any affiliate of the undersigned.

A. Subscription

1. Subscriber hereby irrevocably subscribes to purchase the number of Shares listed on the signature page hereof at a price per Share equal to the greater of (A) $2.30/share or (B) the consolidated closing bid price for Research Frontiers in effect immediately before this subscription agreement is countersigned by Research Frontiers plus $0.03 (the price per share multiplied by the number of shares being purchased hereunder being the “Subscription Price”). For each one (1) Share purchased, the Subscriber shall also receive one (1) Warrant. No fractional Warrants shall be issued and the total number of Warrants issuable to the Subscriber hereunder shall be rounded down to the nearest whole number of Warrants.

2. As part of the subscription, Subscriber herewith tenders:

(a)	two<br> copies of this Agreement duly completed and executed by Subscriber.
(b)	payment<br> of the Subscription Price made by wire transfer of immediately available funds in U.S. Dollars<br> to the account of Research Frontiers Incorporated at JP Morgan Chase Bank, 6040 Tarbell Road,<br> Syracuse, New York 13206, Account No.: 880-834-155, ABA Wire Code No.: 021 000 021, SWIFT<br> CODE: CHASUS33.
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3. Subscriber understands and agrees that the subscription contained herein shall not be deemed binding upon the Company until it is accepted by the Company and that the subscription may be rejected by the Company in its sole discretion for any reason. Subscriber further acknowledges and agrees that, subject to applicable law, this subscription is irrevocable.

4. If this subscription is not accepted by the Company, all Subscription Funds and the documents herewith delivered to the Company by Subscriber will be returned promptly to Subscriber. In such event, all proceeds theretofore received by the Company from the Subscriber will be refunded in full, without interest or deduction.

5. If this subscription is accepted by the Company, then the Company shall promptly countersign both copies of this Agreement and return one fully executed copy to Subscriber. All Subscription Funds of Subscriber shall be applied to the purchase of the Shares which Shares shall then be delivered to the Subscriber in certificate form. In addition, the Company shall deliver to the Subscriber a Warrant Agreement representing the Warrants to be issued to the Subscriber hereunder. All Subscription Funds of Subscriber shall be used for research and development, working capital, acquisitions, and for general corporate purposes in such amounts as the Company, in its discretion, deems appropriate. The Company may also, in its discretion, apply such Subscription Funds towards the development of products using the Company’s technology through an investment by the Company in one or more joint ventures with third parties set up for such purposes, or may directly apply Subscription Funds to product development.

6. Certificates representing Shares issued hereunder shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under any applicable state securities laws):

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THERE IS A REGISTRATION STATEMENT THEN IN EFFECT COVERING SUCH SHARES OR AN EFFECTIVE EXEMPTION FROM SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT UNDER THE CIRCUMSTANCES REGISTRATION IS NOT NECESSARY.

Provided, however, that if the issuance of the Shares at some point in the future are subject to an effective registration statement pursuant to Section 5 of the Securities Act of 1933, as amended, certificates representing the Shares shall not bear any restrictive legend.

B. Investor Representations

6. In order to induce the Company to accept the subscription hereby made, and recognizing that the Company will be relying thereon in determining whether to accept such subscription, Subscriber hereby represents and warrants to the Company as of the date of this subscription as follows:

(a)

Subscriber understands that the Securities are a highly speculative investment and that Subscriber’s financial situation is such that (i) Subscriber can afford to hold the Securities for an indefinite period of time and to sustain a complete loss of its investment, and (ii) Subscriber has adequate means of providing for Subscriber’s current needs and possible contingencies and has no need for liquidity in this investment in the Company.

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| --- | | (b) | Subscriber has received and carefully read the Company’s Proxy Statement dated April 29, 2022; the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2021; and the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ending March 31, 2022 and June 30, 2022, and the Company’s Current Reports on Form 8-K and all other reports filed with the Commission during the past two years (collectively, the “Reports”). The Company has also made available to Subscriber all other documents and information that Subscriber has requested relating to an investment in the Company. | | --- | --- | | (c) | By virtue of Subscriber’s knowledge and experience in financial and business matters, Subscriber is capable of evaluating the merits and risks of an investment in the Securities. Subscriber has taken full cognizance of and understands all the risk factors related to the purchase of the Securities, including, but not limited to, those set forth in the Company’s reports and registration statements filed with the Securities and Exchange Commission. | | --- | --- | | (d) | Subscriber understands that the Securities are being offered and sold to Subscriber in reliance on specific provisions of federal and state securities laws of the United States of America and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Subscriber set forth herein in order to determine the applicability of such provisions. Accordingly, Subscriber agrees to notify the Company of any events which would cause the representation and warranties of Subscriber to be untrue or breached at any time after the execution of this Agreement by Subscriber. The Subscriber acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company that would permit an offering of the Securities, or possession or distribution of offering materials in connection with the issue of the Securities in any jurisdiction outside the United States where action for that purpose is required. Each Subscriber outside the United States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities or has in its possession or distributes any offering material, in all cases at its own expense. No party has been authorized to make, and has not made, any representation or use of any information in connection with the issue, placement, purchase and sale of the Securities, except as set forth or incorporated by reference in the Base Prospectus or the Prospectus Supplement. | | --- | --- | | (e) | Subscriber is an “accredited investor” as defined in Rule 501 promulgated under the Securities Act of 1933, as amended. | | --- | --- | | (f) | Subscriber, and any person acting in concert with Subscriber, currently has no existing short position, and during the last 20 trading days had no short position, with respect to the common stock of the Company and agrees not to enter into any short sales or other hedging transactions with respect to any securities of the Company at any time after the execution of this Agreement by Subscriber and so long as any Securities are held by or for the benefit of Subscriber or its affiliates or persons acting in concert with Subscriber or its affiliates. | | --- | --- |

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| --- | | (g) | In evaluating the suitability of an investment in the Company, Subscriber has not relied upon any representations or other information (whether oral or written) from the Company, and its officers, directors, agents, employees or representatives, other than as set forth in the Reports. With respect to tax and other economic considerations of this investment, Subscriber is not relying for advice on the Company, or any officers, directors, employees or agents thereof. | | --- | --- | | (h) | Subscriber understands that Subscriber’s subscription hereunder is not transferable or assignable, either before or after acceptance thereof by the Company, and that Securities will only be issued in the name of Subscriber and may not be assigned without the consent of the Company. | | --- | --- | | (i) | The Securities will be acquired for Subscriber’s own account, for investment purposes only, and not with a view to distribution, assignment or resale to others. | | --- | --- | | (j) | Subscriber understands that no federal or state agency has made any finding or determination as to the fairness of this offering or any recommendation or endorsement relating to the Securities. | | --- | --- | | (k) | The address heretofore provided to the Company by the Subscriber is the true and correct residence of the Subscriber, and Subscriber has no present intention of becoming a resident of any other state or jurisdiction. (If a corporation, trust or partnership, the Subscriber has its principal place of business at the address set forth below and was not organized for the specific purpose of acquiring the Securities). | | --- | --- | | (l) | Subscriber acknowledges that any delivery of offering materials relating to the Securities prior to the determination by the Company of Subscriber’s suitability as an investor shall not constitute an offer of Securities until such determination of suitability shall be made. | | --- | --- | | (m) | This Agreement has been duly authorized, validly executed, and delivered on behalf of Subscriber and is a valid and binding agreement enforceable in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. | | --- | --- | | (n) | Subscriber has not taken any action that would cause the Company to be subject to any claim for commission or other fee or remuneration by any broker, finder, or other person and Subscriber hereby indemnifies the Company, and its officers, directors, shareholders and representatives, and each of their affiliates against any such claim caused by the actions of Subscriber or any of its employees or agents. | | --- | --- | | (o) | Subscriber will not make any offers or sales of the Securities other than pursuant to a registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. The Subscriber will comply with applicable prospectus delivery requirements under the Exchange Act, and with all applicable securities laws upon resale of the Securities. | | --- | --- |

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| --- | | (p) | Subscriber will not, directly or through any affiliate or person acting in concert with Subscriber, (i) create the lowest reported sales price on the NASDAQ National Market, (or other exchange or market if the Securities are traded thereon) for the common stock of the Company on any trading day or (ii) offer to sell shares of such common stock at a price lower than the then prevailing bid price for the common stock on such market. | | --- | --- | | (q) | Subscriber hereby agrees to indemnify and hold harmless the Company, its directors, officers, agents, representatives, and each of their affiliates against any and all loss, liability, claim, damage and expense (including reasonable fees of attorneys and experts) as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), in reliance upon and in conformity with information furnished to the Company by Subscriber. | | --- | --- | | (r) | Subscriber acknowledges and understands that the Securities (and any security issuable upon the exercise of any Warrant) has not been registered for sale to the public under the Securities Act of 1933, as amended (the “Securities Act”), or the laws of any state or other jurisdiction. The Subscriber understands that the Securities (and any security issuable upon the exercise of any Warrant) to be acquired by the Subscriber has not been registered under the Securities Act in reliance on an exemption thereunder for transactions not involving a public offering, and will not be so registered, and that at least a six month holding period shall apply to the Shares and the common stock of the Company issued pursuant to the exercise of any Warrant. The Subscriber acknowledges that the offer and sale the Securities (and any security issuable upon the exercise of any Warrant) to the Subscriber has not been accomplished by any form of general solicitation or general advertising, including, but not limited to, (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media, or broadcast over television or radio, and (ii) any seminar or meeting whose attendees have been invited by any general solicitation or advertising. Subscriber shall not permit any other person to have a beneficial interest in the Subscriber’s Securities (and any security issuable upon the exercise of any Warrant), and the Subscriber shall not sell, assign, transfer, convey, encumber, or otherwise dispose of all or any portion of the Subscriber’s Membership Interest in the Company except in compliance with the registration requirements of the Securities Act and applicable state securities or “blue sky” laws . | | --- | --- |

C. Company Representations and Warranties

7. The Company hereby represents and warrants to the Subscriber that:

(a)	The<br> Company is validly existing and in good standing under the laws of the State of Delaware<br> and has all requisite corporate power and authority to enter into and to carry out and perform<br> its obligations under this Agreement.
(b)	When<br> issued and paid for on the date of closing, the Shares will be validly issued, fully paid<br> and non-assessable.
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(c)	When<br> and if executed by the Company, this Agreement will have been duly authorized, validly executed,<br> and delivered on behalf of the Company and will be a valid and binding agreement enforceable<br> in accordance with its terms, subject to general principles of equity and to bankruptcy or<br> other laws affecting the enforcement of creditors’ rights generally.
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(d)	If<br> this subscription is accepted by the Company, the Company will issue the Securities in the<br> name of Subscriber. Nothing in this section shall affect in any way Subscriber’s obligations<br> and agreement to comply with all applicable securities laws upon resale of the Securities.
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D. Miscellaneous

8. This Agreement constitutes the entire understanding of the parties with regard to the subject matter, supersedes all written and oral agreements with respect to the same and may not be waived, modified, changed, discharged, terminated, revoked or canceled except by a writing signed by the party against which enforcement thereof is sought.

9. Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s fees and expenses) incurred as a result of such parties’ breach of any representation, warranty, or covenant contained in this Agreement.

10. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York affecting contracts made in and to be performed in such State without giving effect to principles governing choice of laws, irrespective of the domicile of any party or the place of execution of this Agreement by any party or the location for performance of any of the terms hereof, and the parties hereto shall be subject to the exclusive jurisdiction of the state and federal courts located in Nassau County, New York, United States of America. Facsimile signatures to this Agreement or on any notice given hereunder shall be binding on all parties hereto.

11. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

12. The Subscriber hereby certifies that Subscriber has read and understands this Subscription Agreement, that the representations and warranties made by the Subscriber in this Subscription Agreement are accurate on the date hereof, that Subscriber recognizes that the Company is relying on such representations and warranties and covenants and that they shall remain in effect through the closing of the sale of the Securities to Subscriber hereunder unless Subscriber notifies the Company otherwise.

13. All notices required or permitted to be given by either the Company or the Subscriber pursuant to the terms of this Agreement shall be in writing and shall be deemed given when delivered personally or by facsimile, or by overnight or two day courier addressed to the parties at the last known address of the party or such other address as a party may request by notifying the other in writing.

14. The representations, warranties, covenants, indemnities, and agreements of the parties contained herein shall survive any termination or expiration of this Agreement.

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IN WITNESS WHEREOF, the Subscriber has executed this Subscription Agreement as of the date above written.

INVESTOR
By:
Print Name:
Title:
Address:
Telephone:
Facsimile:
Number of Shares:

Accepted and Agreed To:

RESEARCHFRONTIERS INCORPORATED

By:
	Joseph M. Harary, President and CEO
	Date<br>of Acceptance: September __, 2022

Subscription Price Per Share (calculated pursuant to Section 1 hereof) $2.30/share.

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Exhibit1.2

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THERE IS A REGISTRATION STATEMENT THEN IN EFFECT COVERING SUCH SECURITIES OR AN EFFECTIVE EXEMPTION FROM SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT UNDER THE CIRCUMSTANCES REGISTRATION IS NOT NECESSARY.

RESEARCHFRONTIERS INCORPORATED

COMMONSTOCK PURCHASE WARRANT

THIS CERTIFIES that, for value received, [INVESTOR], hereinafter called “Warrantholder”), is entitled to purchase from Research Frontiers Incorporated, a Delaware corporation (hereinafter called the “Company”), [NUMBER OF SHARES EQUAL TO NUMBER OF SHARES SUBSCRIBED FOR] shares of common stock, par value $.0001 per share (hereinafter called the “Shares”) of the Company at a warrant exercise price equal to the Exercise Price per share (such price per share and the number of shares of common stock so purchasable being subject to adjustment as provided below) at any time on or before 4:30 p.m. New York time on September 30, 2027 (the “Expiration Date”), all in accordance with the terms hereof. The “Exercise Price” per share shall be $2.76.

1. Exercise of Warrants and Holding of Underlying Stock.

1.1

The Warrants evidenced by this Warrant Certificate may be exercised at any time after April 1, 2023 and prior to 4:30 p.m. New York time on the Expiration Date in whole at any time or in part from time to time during such period by the surrender of this Warrant Certificate, along with a Notice of Exercise in the form attached hereto duly executed and completed by Warrantholder, at the office of the Company, 240 Crossways Park Drive, Woodbury, New York 11797-2033 together with payment in full in lawful money of the United States, of the Warrant exercise price payable at the time of such exercise in respect of the Warrants being exercised. Such payment shall be made by wire transfer of immediately available funds to the account of Research Frontiers Incorporated at JPMorgan Chase Bank, 6040 Tarbell Road, Syracuse, New York 13206, Account Number: 880-834-155, ABA Wire Code No.: 021 000 021, SWIFT CODE: CHASUS33, or to such other account or place, as the Company may specify. Notwithstanding the foregoing, for as long as a registration statement covering the Shares issuable upon exercise of this Warrant Certificate has not been being declared effective by the Commission, or an exemption from the registration requirements of the Securities Act of 1993 for the issuance of the Shares issuable upon exercise of this Warrant Certificate does not exist, or such Shares may not be sold by the Warrantholder pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s transfer agent, then the Warrantholder may, at its option, exercise and receive from the Company the Shares evidenced by this Warrant Certificate by delivery of capital stock to the Company having a fair market value equal to the Exercise Price; or by the Warrantholder consenting to a reduction in the number of Shares covered by this Warrant Certificate to that number of Shares which have a fair market value (on the date of exercise) equal to the excess of the fair market value (on the date of exercise) of the Shares covered by the original unreduced Warrant Certificate over the Exercise Price of the Shares covered by the original unreduced Warrant Certificate; or by any combination of the methods of payment permitted above. For purposes of this paragraph, fair market value shall be determined by the Board of Directors of the Company and, if the Shares are listed on a national securities exchange or traded on the over-the-counter market, shall be the mean of the highest and lowest trading prices or of the high bid and low asked prices of the Shares on such exchange, or on the over-the-counter market as reported by the National Quotation Bureau, Inc., as the case may be, on the day on which this Warrant Certificate is exercised or, if there is no trading or bid or asked price on that day, the mean of the highest and lowest trading or high bid and low asked prices on the most recent day preceding the day on which this Warrant Certificate is exercised for which such prices are available. The Company shall immediately instruct its transfer agent to make delivery of such Shares, provided that if any law or regulation requires any further action to be taken with respect to the Shares specified in such notice before the issuance thereof, then the date of delivery of such Shares shall be extended for the period necessary to take such action. If less than all of the underlying Shares represented by this Warrant Certificate are being purchased, the Company will, upon such exercise, deliver to Warrantholder a new certificate (dated the date hereof) representing the remaining number of Shares purchasable hereunder. All other terms and conditions of such amended Warrant Certificate shall be identical to those contained herein.

1.2 Certificates representing Shares issued hereunder shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under any applicable state securities laws):

Provided, however, that if the issuance of the Shares pursuant to the exercise of this Warrant are subject to an effective registration statement pursuant to Section 5 of the Securities Act of 1933, as amended, certificates representing the Shares shall not bear any restrictive legend.

2. Reclassification, Consolidation or Merger.

2.1 In the event that the outstanding Shares are hereafter changed by reason of reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination or exchange of Shares and the like, or dividends payable in Shares, an appropriate adjustment shall be made by the Board of Directors of the Company in the number of Shares and price per Share subject to this Warrant Certificate. If the Company shall be reorganized, consolidated, or merged with another corporation, or if all or substantially all of the assets of the Company shall be sold or exchanged, the Warrantholder shall at the time of issuance of the stock under such a corporate event, be entitled to receive upon the exercise of the vested Warrants evidenced by this Warrant Certificate the same number and kind of shares of stock or the same amount of property, cash or securities as he would have been entitled to receive upon the occurrence of any such corporate event as if he had been, immediately prior to such event, the holder of the number of Shares so exercised.

2.2 Any adjustment under this Paragraph 2 in the number of Shares subject to this Warrant Certificate shall apply proportionately to only the unexercised portion hereunder and shall not have any retroactive effect with respect to Warrants theretofore exercised. If fractions of a Share would result from any such adjustment, the adjustment shall be revised to the next lower whole number of Shares.

2.3 No adjustment of the exercise price shall be made if the amount of such adjustment shall be less than $.01 per Share, but in such case any adjustment that would otherwise be required then to be made, shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to no less than $.01 per share.

2.4 No fractional shares of common stock shall be issued upon the exercise of any Warrants evidenced hereby, but in lieu thereof the number of shares of common stock that are issuable upon any exercise shall be rounded up or down to the nearest whole share.

2.5 When any adjustment is required to be made in the exercise price or number of Shares subject to this Warrant Certificate, initial or adjusted, the Company shall within sixty (60) days after the date when the circumstances giving rise to the adjustment occurred mail to the Warrantholder a statement describing in reasonable detail any method used in calculating such adjustment.

2.6 The undersigned Warrantholder agrees on behalf of itself or any of its affiliates that in the event the Company does not have an effective registration statement, there is no circumstance that would require the Company to net cash settle the Warrants subject to this Warrant Certificate or any warrants previously issued to the undersigned or any affiliate of the undersigned.

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3. Prior Notice as to Certain Events.

The Company shall mail to Warrantholder not less than ten (10) days prior to the date on which (a) a record will be taken for the purpose of determining the holders of Capital Stock entitled to subscription rights, or (b) a record will be taken (or in lieu thereof, the transfer books will be closed) for the purpose of determining the holders of Capital Stock entitled to notice of and to vote at the meeting of stockholders at which any consolidation, merger, dissolution, liquidation, winding up or sale of the Company shall be considered and acted upon.

4. Reservation and Issuance of Shares.

4.1 The Company covenants and agrees that all Shares which may be issued upon the exercise of the rights represented by this Warrant Certificate will be duly authorized, legally issued and when paid for in accordance with the terms hereof, fully paid and non-assessable, and free from all liens and charges with respect to the issue thereof to the Warrantholder.

4.2 The Company will reserve at all times such number of Shares as may be issuable pursuant to the exercise of Warrants evidenced by this Warrant Certificate.

5. Investment Representation.

By accepting delivery of this Warrant Certificate and by exercising any Warrants evidenced hereby, the Warrantholder represents that the Warrantholder is acquiring the Warrants and the Shares issuable upon the exercise of the Warrants for investment and not for resale or distribution.

6. Miscellaneous.

6.1 The Warrantholder shall not be entitled to any rights whatsoever as a stockholder of the Company by virtue of its ownership of this Warrant Certificate.

6.2 This Warrant Certificate is being executed and delivered in the State of New York, and this Warrant Certificate shall be interpreted under, and the Warrantholder and the Company subject to, the laws and jurisdiction of the state and federal courts of the State of New York, United States of America. The parties hereby consent to such jurisdiction.

6.3 Subject to the provisions of Section 1.2 hereof, this Warrant Certificate may be exercised at any time after the date hereof and prior to its expiration as of 4:30 p.m. New York time on the Expiration Date, and shall be void and of no effect after 4:30 p.m. New York time on the Expiration Date.

6.4 By accepting delivery of this Warrant Certificate, the Warrantholder acknowledges that the Warrants granted hereunder shall be in full satisfaction of all obligations to issue Warrants to the Warrantholder pursuant to the Subscription Agreement dated September 14, 2022 between the Company and the Warrantholder.

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IN WITNESS WHEREOF, the Company and the Warrantholder have executed this Warrant Certificate this 16th day of September, 2022 by each of their duly authorized officers.

RESEARCH FRONTIERS INCORPORATED

By:
	Joseph<br> M. Harary, President and CEO

WARRANTHOLDER:

[INVESTOR]

By:

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[Form of Notice of Exercise]

The undersigned hereby irrevocably elects to exercise the warrants we currently hold to purchase ____________ shares of common stock, $0.0001 par value per share, of Research Frontiers Incorporated (the “Company”) at an exercise price of $______ per share. Attached to this notice is the original Warrant certificate evidencing the aforementioned warrants. We have delivered to the Company US$_______________ representing the aggregate exercise price for the warrants exercised hereunder. A certificate representing the shares issuable upon exercise should be issued in the undersigned’s name.

The undersigned hereby represents and warrants to the Company that the representations and warranties and acknowledgments made by the undersigned in the Subscription Agreement dated September 14, 2022 between the undersigned and the Company are still true and correct as if made on the date of this Notice of Exercise, and that the undersigned has carefully read any reports or statements filed with the Securities and Exchange Commission regarding the Company after the date of such Subscription Agreement, and that the Company has also made available to the undersigned all other documents and information that the undersigned has requested relating to an investment in the Company.

Dated:<br> ________ __, _____	[INVESTOR]
	By:
	Name:
	Title:

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Exhibit 1.3

SPD-Smartglassbeing shown throughout europe in september

INMAJOR MULTI-INDUSTRY COLLABORATION

Woodbury,New York and Tel Aviv/Jaffo, September 19, 2022 – A series of high-profile showcases of SPD-SmartGlass have begun at various public events in Europe. Last week, in Italy, Suspended Particle Device (SPD) electronically dimmable technology was unveiled in the panoramic sunroof on a new sports car model entering serial production for delivery to customers in the second half of next year. This week, SPD-SmartGlass will debut at two major events in Germany.

Joseph Harary and Eyal Peso, the CEOs of Research Frontiers and Gauzy, respectively noted: “Within the course of one week, new products using SPD-SmartGlass technology were introduced in automotive, trains, architecture, and consumer electronics applications. This is the broadest spectrum of SPD-SmartGlass products for these industries ever shown.”

Research Frontiers (Nasdaq: REFR) is the industry leader and inventor of patented fast-responding SPD light-control technology for use in smart windows and other products. Gauzy is the industry leader in material sciences for smart windows and a licensee of Research Frontiers, as well as a strategic investor in Research Frontiers. Gauzy is a leading manufacturer of SPD light-control film, specializing in coating, and proprietary technology in electronics, control systems, and specialty interlayers and assembly processes. The company sells SPD-SmartGlass products and technologies for the architecture, automotive, aeronautics, mass transit, and boating industries. Gauzy’s SPD LCG® (light control glass) films are produced at Gauzy’s factory near Stuttgart, Germany using chemicals and nanoparticles that Gauzy produces in Israel.

Imagine a light-control film that allows users to instantly change the film’s tint from clear to dark or any state in between at the touch of a button, in response to commonly-used sensors, or integrated as part of a building’s or vehicle’s control system. This SPD-Smart film uses specially-engineered nanoparticles suspended and distributed throughout this flexible film to accomplish this. While it might sound futuristic, it has been used reliably to replace aircraft window shades since 2001, in tens of thousands of vehicles by Mercedes and McLaren beginning in 2011, and is scheduled for introduction on upcoming car models from Cadillac and other auto makers. It also has been featured in yachts, cruise ships, trains, buses and museums (protecting priceless artwork and collectibles from visible light damage), and architectural applications such as a 10 thousand square foot roof at the 2015 World’s Fair in Milan.

Building and vehicle occupants can instantly change the tint of their windows or sunroofs to help keep out harsh sunlight and heat, and create an open-air feeling even when the window or sunroof is closed. Glass or plastic using Research Frontiers’ patented SPD-SmartGlass technology effectively blocks UV and infrared rays in both clear and darkly tinted modes, helping keep interiors cooler, and protecting occupants and interiors while also enhancing security, comfort and privacy. In vehicles such as cars and trains, some of the other benefits of SPD-SmartGlass include significant heat reduction inside the vehicle (by up to 18ºF/10ºC), UV protection, glare control, reduced noise, and reduced fuel consumption. Independent calculations also show that use of SPD-SmartGlass can reduce CO2 emissions by four grams per kilometer, and increase the driving range of electric vehicles by approximately 5.5 percent.

Here is where you can experience this amazing electronically dimmable technology this week (both shows are being held September 20-23, 2022) made possible by Gauzy’s co-developments and partnerships with Research Frontiers and industry leaders:

InnoTrans(Berlin, Germany, Hall# 1.1B, Booth #560)

●	Gauzy<br> will showcase its SPD T-OLED in cooperation with LG Display, the world’s industry-leading<br> manufacturer of Transparent OLED, in a railway compliant Insulated Glass Unit (IGU)<br> for the first time at InnoTrans 2022. Two specially tempered IGUs laminated by industry leading<br> glass fabricators AGC and OSG respectively are on display. Each use LG Display’s state-of-the-art<br> 55” Transparent OLED display with Gauzy SPD for high contrast and vibrant advertising<br> and messaging in shifting lighting conditions when SPD is tinted, or a transparent window<br> when SPD is on (clear mode). IGU implementation allows for impact and vibration resistance<br> on glass for increased safety and an undisturbed viewing experience. Gauzy can also apply<br> its IGU and SPD technologies to vehicle passenger windows, first class cabins, and interior<br> displays such as dividers/partitions, and content may include route messaging, branding,<br> scenic imagery, or ad space to enhance revenue platforms.
●	The<br> platinum concept created by Gauzy for Talgo, the Spain-based railway OEM: a segmented SPD<br> railway compliant IGU which allows passengers to instantly dim entire windows or specific<br> areas for precise shading that increases visual and thermal comfort. This<br> SPD-SmartGlass window, which can be controlled directly by passengers at their seat with<br> touch controls on the glass, enhance the passenger experience while providing benefits including;<br> modern aesthetics, an easy to clean privacy and shading solution, and a future focused approach<br> to interior cabin design. Gauzy is providing the glazing as<br> a Tier-1 supplier with in-house lamination at its Vision Systems site in France, with singlets<br> and IGU compilation by Star Glass.
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●	Rehau,<br> in collaboration with Gauzy and Research Frontiers, will be presenting as part of the major<br> Deutsche Bahn (DB) “Ideas Train” exhibition at Innotrans, an SPD-SmartGlass window<br> system for trains, enabling continuously variable shading of carriage windows. This DB innovation<br> project demonstrates how continuously variable shading using SPD-SmartGlass technology can<br> raise comfort and sustainability to a new level in the trains of the future. These trains<br> will be safer, more comfortable and more functional. Rehau’s smart glass train window<br> system combines all three attributes and permits the individually adjustable shading of each<br> window so that passengers can choose the light conditions they prefer for reading, working<br> or gazing into the distance. The SPD-SmartGlass film integrated into the glass reduces heat<br> build-up in the carriage caused by the sun shining in, thereby saving energy needed for air<br> conditioning, and it requires no mechanical maintenance work, unlike traditional solutions<br> using curtains or blinds. The digital interface for the SPD-SmartGlass is easy for passengers<br> to operate, and it also can be controlled centrally.
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SPD-SmartGlasstrain windows on display at InnoTrans.

Photoscourtesy of Rehau (top) and LG Display (bottom).

Glasstec(Dusseldorf, Germany, Hall 11, Booth #B11)

●	Co-developed<br> by Gauzy and BOS, an international leader in the manufacturing and distribution of innovative<br> systems and components for the automotive industry, a fully segmented mechatronic sunroof<br> with Gauzy SPD allowing for dimmable shading with up to 99% light blocking in zoned areas,<br> increased headspace for more spacious interiors by up to 45mm, increases DLO (day light opening)<br> by 40mm (longitudinal) to 120mm (transverse) (depending on structural stability of the glass<br> panel itself), which eliminates standard shading systems (Rollo or Shading plate).
●	Co-developed<br> by Gauzy and LG Display, a transparent OLED allowing for high contrast transparent displays<br> in shifting light conditions. When the SPD is off, even brighter content is delivered, and<br> when the SPD is on, displays are both transparent with visual content. This provides unique<br> opportunities for extended messaging that can be used for revenue generating ads, brand promotion,<br> and infotainment in automotive and architecture.
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●	Gauzy’s<br> next-generation version of its patented ATE (automatic testing equipment) - an automated<br> testing table and software that validates the optical, electrical, and mechanical performance<br> of smart glass film prior to lamination, and laminated smart glass post lamination, ensuring<br> improved product quality assurance and reduced wasted materials that benefit fabricators<br> bottom line, and premium end products meeting customers quality requirements.
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The markets for SPD-Smart film are already well-established. Research Frontiers has licensed over 40 chemical, film, and glass companies now selling products for the automotive, aircraft, marine, train, museum and consumer electronics industries. Research Frontiers patented SPD-SmartGlass technology is the same best-selling smart window technology that can be found on tens of thousands of various existing cars from Mercedes and McLaren, and on upcoming car models from Cadillac and other auto makers. It can be used to replace mechanical shading elements in buildings and vehicles, and can create privacy on demand.

In addition to having over 70 certified laminators and other industrial partners, Gauzy has an established customer base in built environments and various mobility divisions, strategically aligned with leading brands such as Avery Dennison and Hyundai, and chosen by customers such as LG Display, BMW, Texas Instruments, Gensler, Clestra Hausermann, and many more for light control technology needs. Vision Systems now brings to Gauzy the largest market share of cockpit shading solutions, and new core industries to service including private and commercial aviation, marine, railway, bus and coach, and motorhomes. Trusted customers in these industries include HondaJet, Airbus, Airbus Helicopters, Dassault, Epic Aviation Fritzmeier, Prevost and a number of others.

AboutGauzy Ltd.

Gauzy Ltd. is a world leading material science company, focused on the research, development, manufacturing, and marketing of vision and light control technologies that support safe, sustainable, comfortable, and agile user experiences across various industries. Headquartered in Tel Aviv, the company has additional subsidiaries and entities based in Germany, France, The United States, Canada, China, and Dubai. Gauzy serves leading brands in over 50 countries through direct fulfillment and a certified and trained distribution channel. For more news and information about Gauzy, please visit www.gauzy.com, and on social media at LinkedIn, YouTube, and Facebook.

Gauzy has a recently-expanded state-of-the-art material synthesis facility in Israel, and a custom 11,000 square meter SPD production facility strategically located near Stuttgart, Germany. This production site is dedicated to producing 1,000,000 sqm of SPD material yearly for the automotive and architectural industries. Gauzy’s state-of-the-art production techniques have brought down the cost of SPD-Smart light control technology significantly, has shortened delivery times to customers, and have added new capabilities and functionality to the world of smart glass.

AboutResearch Frontiers Inc.

Research Frontiers (Nasdaq: REFR) is a publicly traded technology company and the developer of patented SPD-Smart light-control film technology which allows users to instantly, precisely and uniformly control the shading of glass or plastic products, either manually or automatically. Research Frontiers has licensed its smart glass technology to over 40 companies that include well known chemical, material science and glass companies. Products using Research Frontiers’ smart glass technology are being used in tens of thousands of cars, aircraft, yachts, trains, homes, offices, museums and other buildings. For more information, please visit our website at www.SmartGlass.com, and on Facebook, Twitter, LinkedIn and YouTube.

Note:From time to time Research Frontiers may issue forward-looking statements which involve risks and uncertainties. This press release containsforward-looking statements. Actual results, especially those reliant on activities by third parties, could differ and are not guaranteed.Any forward-looking statements should be considered accordingly. “SPD-Smart” and “SPD-SmartGlass” are trademarksof Research Frontiers Inc. “LCG^®^” (Light Control Glass) is a trademark of Gauzy Ltd. “Cadillac”is a trademark of General Motors. “MAGIC SKY CONTROL” and “Mercedes-Benz” are trademarks of Daimler AG.

Forfurther information, please contact:

Eyal Peso

Founder and CEO

Gauzy Ltd.

+972-72-2500385

info@gauzy.com

Brittany Kleiman Swisa

VP of Marketing

Gauzy Ltd.

+1-214-501-2469

marketing@gauzy.com

Joseph M. Harary

President and CEO

Research Frontiers Inc.

+1-516-364-1902

Info@SmartGlass.com