Research Frontiers Inc 10-K/A, filed Apr 16, 2025
Research Frontiers Inc (REFR)
About this 10-K/A
Research Frontiers Inc filed this 10-K/A on April 16, 2025, covering the fiscal year ended December 31, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 to
FORM
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) of
THE SECURITIES AND EXCHANGE ACT OF 1934
| For the fiscal
year ended |
Commission File
Number |
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code
| Securities registered pursuant to Section 12(b) of the Act: | ||
| Title of Class | Name of Exchange on Which Registered | |
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 ☐
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 ☐
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.
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, 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).
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
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 ☐ |
| 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 has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared its audit report.
If
the securities registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to Section 240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐
The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2023 (the last
business day of the registrant’s most recently completed second fiscal quarter), computed based on the closing sale price of $1.60
was $
On March 7, 2024, the registrant had shares of Common Stock outstanding.
EXPLANATORY NOTE
This Amendment is being filed solely to include the Company’s Executive Compensation Recovery (Clawback) Policy, adopted in accordance with SEC Rule 10D-1 and NASDAQ Listing Rule 5608, which was inadvertently omitted from the Original Filing. The policy is filed as Exhibit 97 to this Amendment.
No other changes have been made to the Original Filing. The Company is not aware of any event that would trigger the application of the Executive Compensation recovery (Clawback) Policy. This Amendment does not reflect events occurring after the filing of the Original Filing and does not modify or update the disclosures therein in any way, other than as specifically set forth herein.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following exhibit is filed as part of this Amendment No. 1 to the Company’s Annual Report on Form 10-K:
Exhibit 97 – Executive Compensation Recovery (Clawback) Policy effective as of October 2, 2023. (filed herewith)
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| RESEARCH FRONTIERS INCORPORATED | |
| (Registrant) | |
| /s/ Joseph M. Harary | |
| Joseph M. Harary, President, CEO and Acting Interim CFO | |
| (Principal Executive Officer and Principal Financial and Accounting Officer) |
Dated: April 15, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
| Signature | Position | Date | ||
| /s/ Darryl Daigle | Director | April 15, 2025 | ||
| Darryl Daigle | ||||
| /s/ Joseph M. Harary | Director, President, CEO and Acting Interim CFO | April 15, 2025 | ||
| Joseph M. Harary | ||||
| /s/ Alexander Kaganowicz | Director | April 15, 2025 | ||
| Alexander Kaganowicz | ||||
| /s/ Eyal Peso | Director | April 15, 2025 | ||
| Eyal Peso | ||||
Exhibit 97
Research Frontiers Incorporated
Compensation Recovery (Clawback) Policy
1. Purpose
This Compensation Recovery (Clawback) Policy is adopted to comply with Rule 10D-1 of the Securities Exchange Act of 1934 and NASDAQ Listing Rule 5608. It provides for the recovery of certain incentive-based compensation in the event of a financial restatement.
2. Covered Persons
This policy applies to all current and former executive officers of Research Frontiers Incorporated, as defined under Rule 10D-1.
3. Recovery of Compensation
If Research Frontiers Incorporated is required to prepare an accounting restatement due to material noncompliance with financial reporting requirements, the Company shall recover any erroneously awarded incentive-based compensation received by a Covered Person during the three completed fiscal years preceding the restatement trigger date.
4. Incentive-Based Compensation
This includes any compensation granted, earned, or vested based wholly or in part on financial reporting measures.
5. No Fault Required
Recovery will be pursued regardless of whether the Covered Person was at fault or had knowledge of the error.
6. Administration and Disclosure
The Compensation Committee (or equivalent) shall administer this policy and determine the method of recovery. The Company will file this policy as an exhibit to its annual report and disclose actions taken under it as required by SEC rules.
7. No Indemnification
The Company shall not indemnify any Covered Person against the loss of compensation subject to recovery under this policy.
Effective Date: October 2, 2023