REFR March 5, 2026

Research Frontiers Q4 2025 Earnings Call - Automotive Pipeline Broadens While Gauzy Faces French Restructuring

Summary

Research Frontiers says 2025 was a structural year, not a hiccup. Management highlights production continuity through licensee transitions, a broadened automotive pipeline with four high-volume quotations, and the launch of an architectural retrofit product, all while shoring up the balance sheet. The company is debt-free, completed a modest $1.1 million private placement, and reports licensees are making targeted SPD investments.

That said, the call was candid about Gauzy’s mid-November French rehabilitation proceeding. The filing applies only to Gauzy’s French entities and has reallocated liquidity and management attention, creating short-term collection delays. Research Frontiers stresses that SPD emulsion production in Israel and film production in Germany continue, contingency plans exist, and management expects the pipeline to convert to more meaningful revenue as programs move from quotation to production in 2026 and beyond.

Key Takeaways

  • Research Frontiers finished 2025 debt-free, with strengthened working capital and royalties that improved when adjusted for one-time licensee events.
  • Company completed an oversubscribed $1.1 million private placement at $1 per share with five-year warrants; participants included long-term investors, family members of a director, and the owner of a licensee; shares carry at least a six-month holding restriction.
  • Gauzy’s French subsidiaries entered a court-supervised rehabilitation in mid-November, a process restricted to the French entities and not covering Gauzy’s German SPD film production or Israeli SPD emulsion production.
  • Gauzy reallocated liquidity and reduced headcount as part of the rehabilitation, which temporarily reduced access to liquidity in other parts of Gauzy and shifted senior management focus to stabilization.
  • SPD emulsion production in Israel and SPD film production in Germany have continued during the Gauzy restructuring, and Research Frontiers reports near-daily contact with Gauzy on operations and collections.
  • Supply-chain disruptions and licensee bankruptcies in 2025, notably AGP and Soliver, produced a six-figure royalty impact; Research Frontiers successfully transitioned Ferrari supply to Isoclima, which exceeded minimum royalty thresholds in Q3 and Q4 2025.
  • Automotive momentum: Ferrari and McLaren models are in production, Cadillac introduced SPD in the Celestiq (first U.S. OEM production), Mercedes showcased SPD on roughly 75% of a concept vehicle, and the company now has high-volume quotations on four automotive models plus new European OEM engagement.
  • Architectural market: Research Frontiers and licensee AIT/LTI launched an SPD retrofit product at GlassBuild America and identified four initial retrofit projects, including one where exterior glass replacement was prohibited due to historical designation.
  • Product R&D: black SPD is advancing to meet OEM aesthetic preferences, while work continues on film variants, optical refinements, IR/UV integration, yield improvements, and ancillary technologies to build a "super smart window."
  • Management emphasizes that automotive revenue lags technology validation and integration; revenue arrives only after programs move from quotation to production, which is why 2026 is positioned to be stronger as pipeline matures.
  • Company retains contingency plans A, B, C, and D if Gauzy underperforms, and expects to collect outstanding invoices subject to French monitor approval; management says post-filing approvals tend to be faster than pre-filing claims.
  • Research Frontiers argues the business is less niche than critics say, pointing to diversification across multiple OEMs, vehicle segments, and glazing applications as evidence that the company is not dependent on a single customer or vehicle.
  • Management frames the private placement as prudent capital reinforcement driven by slower receivable collections and supply disruptions, not a sign of insolvency; proceeds intended to fund execution on expanded automotive and architectural opportunities.
  • Competitive context: several rivals in smart-glass markets have failed recently, and Research Frontiers positions its advantage as production continuity across geographies and validated performance across multiple OEMs.

Full Transcript

Paul, Conference Call Operator: Good afternoon. Welcome to Research Frontiers investor conference call to discuss the fourth quarter and year-end 2025 results of operations and recent developments. The company will be answering many of the questions that were emailed to it prior to this conference call, either in their presentation or as part of the Q&A session at the end. In some cases, the company has responded directly to email questions prior to this call, or will do so afterwards in order to answer more questions of general interest to shareholders on this call. Some statements today may contain forward-looking information identified by words such as expect, anticipate, and forecast. These reflect current beliefs and actual results may differ materially from those expressed due to various risk factors, including those detailed in our SEC filings. Research Frontiers assumes no obligation to update or revise these statements.

Today’s call is in a listen-only mode with a Q&A session to follow. To ask a question, press star one. The call is being recorded and will be available for replay on Research Frontiers’ website at smartglass.com for the next 90 days. During the question and answer portion of today’s call, if you find that your question has been substantially answered, as a courtesy and to allow time for other shareholders to ask their questions, please remove yourself from the queue by pressing star two. We ask that you keep your questions brief in the interest of time. I would now like to turn the conference over to Joe Harari, President and Chief Executive Officer of Research Frontiers. Please go ahead, sir.

Joe Harari, President and Chief Executive Officer, Research Frontiers: Thank you, Paul, and thank you everyone for joining us for our year-end and fourth quarter 2025 conference call. 2025 was a year of not just incremental developments, but structural adjustments in the supply chain and meaningful expansion in our automotive pipeline, architectural retrofit execution, and new product development and capital positioning. This call is important because when you step back and look at 2024 and 2025 together, the trajectory of this becomes clearer. We have maintained production continuity in automotive through licensee transitions, expanded OEM engagement with high unit volume vehicle programs, allowing cost reductions by our licensees and expanded engagement through other areas of the vehicle besides just the sunroof. We’ve seen Ferrari expand production of cars with SPD-SmartGlass and Cadillac enter the market with SPD. We’ve seen Mercedes showcase SPD broadly in a concept vehicle and launched architectural retrofit initiatives.

We’ve seen advancement in the black SPD development. We’ve strengthened our balance sheet and our licensees, and I think this is important, are making new investments that are specific to SPD business, and they’re moving forward and winning new business. We’re gonna talk about that later. I’ll begin with financial results and our recent financing and then address Gauzy directly and then transition to the significant positive developments that have occurred since our last conference call. For the full year 2025 and continuing in 2026, we remain debt-free. We’ve strengthened our working capital. Our royalties improved when adjusted for one-time licensee events early in the year. Let me now just address our February financing directly because we’ve gotten some questions about it.

Keep in mind, I’m trying to save time by answering as many questions as possible, and I’ve basically taken questions that have been given to us and included many of them in my presentation. Hopefully, that’ll allow us to efficiently cover a lot of ground because there’s a lot of good things to talk about. As we disclosed in our February 18th, 2026 Form 8-K, we completed an oversubscribed $1.1 million private placement at $1 per share with five-year warrants that are at increasing exercise prices. This offering included accredited investors, several family members of one of our directors, and also importantly, the owner of one of our SPD licensees, and I think even more significant, the one responsible for the SPD architectural retrofit application. We all believe that the retrofit represents a potentially very significant market.

When the licensee closest to execution of this invests its own capital alongside long-term shareholders, I think that speaks clearly about their confidence in that opportunity. Let me clarify something that I addressed in prior calls. I had stated that we would not need to raise capital if we were paid what we were owed and if we did not experience additional disruptions, there were several in 2025. I also said we might raise capital for strategic reasons. In 2025, all of these elements were present. We experienced AGP-related developments, Gauzy’s French subsidiary rehabilitation process, and slower collection of certain receivables, some of which are now being collected as we speak.

At the same time, we saw expanding opportunities in automotive programs, architectural retrofit, and black SPD development, as well as new product opportunities. Given that combination, we believed that it was prudent to modestly reinforce the balance sheet. We deliberately kept the offering small and focused, and it was done at a market price. Participants were long-term holders who, other than our licensee, had participated in prior friends and family offerings, including our last one in September 2022. The shares were not registered for resale and are subject to at least a 6-month holding period. We enter 2026 with strength and liquidity and no debt and resources to execute on our business. I know a lot of people have been frustrated by the silence that has been coming out of our licensee, Gauzy. Let me now address Gauzy directly.

In mid-November, Gauzy’s French subsidiaries entered into a court-supervised rehabilitation proceeding in France. This applies specifically to the French entities. It does not apply to Gauzy’s German SPD film production facility. It does not apply to SPD emulsion production in Israel. However, as one would expect through most business organizations, this filing has had some ripple effects. Liquidity has been reallocated by Gauzy to satisfy the French rehabilitation monitors. That allocation appears to have temporarily reduced access to liquidity in other areas of the company, and Gauzy is actively working to address this. Senior management time and attention has understandably at Gauzy been focused on stabilizing and addressing these matters. In addition, Gauzy reduced headcount. Let me just say that sometimes workforce reductions are never easy, but by adjusting expenses and overhead, it can strengthen the long-term sustainability of a company.

These actions by Gauzy appear aimed at lowering operating expenses, reducing capital requirements, and moving toward a more stable operating profile for Gauzy. Even in the midst of all of this, SPD emulsion production in Israel and SPD film production in Germany continues. In the midst of this, automotive and architectural development programs continue and expand. Gauzy is reconstituting its board to restore its Nasdaq compliance. They postponed their third quarter 2025 conference call due to the timing of the French filing. I think it’s important to understand that as a foreign issuer, they’re required to file financials only semi-annually. As a foreign issuer, their third quarter filing was purely voluntary, and their annual filing is not due until the end of April. They’re on a bit of a different SEC reporting schedule than we are as a US reporting company.

From our standpoint, we remain in regular contact with them, almost daily. Production inside and outside of France continues. Program execution continues. Progress on multiple fronts continues even during these restructuring efforts by Gauzy. We’ll talk about some of those things a little later on in the call. Now let me move from the discussion about stabilization to the acceleration of our business. While restructuring efforts were underway, development did not pause. Since our November call, expansion has accelerated. Ferrari continues to produce vehicles utilizing SPD-SmartGlass. Even though licensed supplier AGP and their European affiliate, Soliver, both filed for bankruptcy protection in 2025, this had a six-figure impact on recorded royalties for us during 2025. We successfully transitioned the Ferrari business to another licensee, Isoclima.

Even though this transition occurred mid-year, Isoclima’s sales levels exceeded their minimum annual royalty thresholds in the third and fourth quarter of 2025. Now, maintaining continuity through a supply chain shift requires execution, even when one has to zig and zag, and we had to do that. Initially, AGP asked that we transition the Ferrari business to their sister company, Soliver in Belgium. When some of the key suppliers, not SPD, but you know, just in general for automotive glass, pulled their support, they moved it back to their production in Peru, then that didn’t survive, so we had to shift it over to Isoclima.

I think that, you know, while that was certainly challenging for everybody, we successfully emerged, and I think it illustrates pretty clearly the strength and the robustness of our supply chain. Moving from Ferrari to Cadillac, they also entered the market with SPD-SmartGlass in the Cadillac Celestiq this year. The Celestiq is General Motors’ flagship ultra-luxury vehicle, and it has garnered great industry and press accolades with a strong and positive focus on the four-quadrant SPD-SmartGlass roof. It represents adoption by a major U.S. OEM, our first, and also validates SPD in a next-generation engineered platform for General Motors. We believe this will result in substantial additional business for us.

It’s certainly significant that SPD-SmartGlass was chosen and introduced in European ultra-performance and American ultra-luxury vehicles. Mercedes also recently unveiled a concept vehicle featuring SPD integrated across much of the car, not just the roof. I think it was 75% of the surface area of the glass. As those familiar with the automotive industry understand, concept vehicles often signal direction. They reflect where engineering resources are being allocated, and based upon feedback, where marketing resources are deployed and what makes it into ultimately new vehicles. Let’s reflect. Since our November 2025 conference call, I was the keynote speaker at the Automotive Glazing Summit in Detroit. We now have high volume quotations on 4 models of automotive in the automotive sector. Since our last conference call, we have also started work with a new European OEM.

In addition to those models, which can represent hundreds of thousands of units, we also have specialty programs with potential annual volumes in the tens of thousands of units that recently came on board since the last conference call. The automotive pipeline today is broader than at any point in our history. Let’s talk a little bit now about some of the new products and technical advances. SPD black continues to advance, and OEMs have made clear their preference for glazing applications that require a neutral or black aesthetic. black SPD addresses that requirement and broadens the market. We are also advancing new SPD film variants, optical refinements, IR and UV integration, improved manufacturing and yield, and broader access to key ancillary technologies to make a super smart window.

These are adoption-enabling refinements driven by OEM feedback, of course, we listen carefully to the customer writing the checks. Since our last conference call, we and our licensee, AIT, also known as LTI Smart Glass, launched the retrofit architectural SPD product at GlassBuild America in Orlando. We have identified four initial retrofit projects of different sizes. Each highlights a different advantage of the SPD retrofit system, which is why they were selected. In multiple cases, removing exterior glazing would be disruptive or costly. To give an example, in one case, the building is a historically designated building. That project initially specified Sage electrochromic glass. Because Sage and their electrochromics required exterior glass removal and replacement, and something that was actually restricted because of the historical designation, the project pivoted from electrochromic to SPD retrofit.

Instead of replacing the facade, SPD upgrades performance from inside the existing frame. Why is this significant? The installed base of buildings globally is vastly larger than annual new construction, the SPD retrofit system dramatically expands our addressable market and compresses manufacturing and installation time without requiring facade replacement or structural or occupant disruption. You could stay in the building while they do it. Other projects in the retrofit market also span residential and commercial buildings, as well as government installations. Since our product launch last quarter, we are focusing on developing some new and innovative ancillary systems and peripherals for the retrofit application.

With that, I look forward to answering your questions. We’ll first include some of the questions previously sent in by our shareholders. First, without pulling any punches, here are the additional questions we received that were emailed to us. In some cases, I’m combining several related questions into one. Also, we covered some of these topics earlier, but I thought it would be helpful for you to hear some of the questions and for me to go into more detail. Joe, how concerned are you about Gauzy’s French rehabilitation proceeding? What happens if things deteriorate further? Well, that’s a fair question. By the way, all indications are that they’re not going to deteriorate further. They’re actually improving from where I sit. First, it’s important to separate the French subsidiary proceedings from the broader organization.

The rehabilitation process applies specifically and only to Gauzy’s French subsidiaries. It does not apply to the German SPD film production outside of Stuttgart or the SPD emulsion production operations in Israel. SPD film production in Germany continues, and SPD emulsion production in Israel continues. Automotive and architectural development programs continue. Market development and new business development for SPD continues. Yes, the French filing required liquidity allocation and management attention. Yes, Gauzy reduced headcount as a part of the restructuring. Restructuring, when done properly, can be a very healthy change that strengthens a company. You know, we, of course, remain in regular contact with Gauzy. From our standpoint, we see operational continuity in SPD production and program execution. I’m gonna take another question that’s related to that. Do I have a contingency plan if Gauzy does not perform?

The answer, Michael, is yes. We do. We have a plan A, B, C, and D. My preference is not to have to use any of those. Another question from Mr. Erdman. What can you say about the war? Well, war is bad. If I had to say what was the most disruptive thing to our business, we have some key technical developments that are on the verge of happening within Gauzy, we have some key meetings with companies outside of Israel that are going to be scheduled for this month or early next month. Really the limiting factor on both was when are they gonna open up the Israeli airspace. Right now it’s closed. I heard today, I think it was, that they’re reopening it on Sunday.

In some cases, people outside of Israel at Gauzy had to take planes to other countries, then trains and buses, including a six-hour bus ride to get home. They’re very able to operate on, you know, in these environments where that happens. Kudos to them for the strength and determination to do that. I got another question. Can you provide a postmortem why we didn’t get a business on. There’s a couple of class car models mentioned. This is from Jared. I’m gonna talk about three of them that are on his list. The only one I’m not talking about is Mercedes, and that’s because of some active discussions going on. One of them was VW.

Why didn’t we get the VW business or the Rivian business, which is somewhat related since they kinda share a lot of the platforms together. VW initially with the Porsche Taycan went with a PDLC product. I don’t know why they did, so I can’t answer the question, why didn’t we get the business? I’m sure that they were told some things about the performance and reliability of PDLC, as was these other companies. It’s probably interesting to note that they took the PDLC out of the out of the Taycan. Sometimes what’s promised isn’t always delivered. The question also said, what about in particular Corvette? I know the reason.

It has nothing to do with performance, as many people on the call may know, a company that is a well-known supplier of other products to Corvette asked to supply a electrochromic sunroof. It was announced with a lot of fanfare in August of this year by Corvette. There was some good press accolades, and then they realized that they couldn’t produce it in scale, and they took it off the configuration list. Another question I got is, and this is from John Nelson. Is there a possibility that SPD can be used on Corvette roofs as a replacement for the sad option that GM offered earlier in 2025? Well, thank you for calling it a sad option. I don’t wanna disparage anybody, but I’m just reading literally the question. So thank you, John.

Not that I disagree, by the way. Yeah, as a matter of fact, I think our chances are much higher as a result of what happened there. I think people realized that what we’ve accomplished in automotive is unprecedented. We’re in 4 different OEMs. That means 4 different quality assurance requirements, 4 different supply chain preferences, we were successfully introduced in serious production in all of them. It’s something that I highlighted at the Detroit Automotive Glazing Summit that I was the keynote and chairman of. I think now it’s becoming crystal clear to a lot of the OEMs, you know, how hard that is to do, what we and our licensees did, what it means to have a reliable supply chain like we have. Let me go back to some other questions.

Do we see you know, stabilization efforts underway at Gauzy? Yeah, not only that, but continued execution across all their active programs. They’re making progress, and they’re fixing what are mostly entirely cash flow issues caused by the French bankruptcy. I think once that’s done, everything comes together again nicely. Like I said earlier, we’re in very close contact almost daily with them. You know, we’ve been trying to help them navigate as best we can through some of these issues, and, you know, they’re very receptive to that. All right, here’s another tough question. When do you expect meaningful revenue growth from these automotive programs? In general, what gives you confidence that 2026 and beyond will be better? Well, thank you for that. Let me start not as an excuse, but an observation.

Automotive integration takes time. You’re talking about vehicles that have thousands and thousands of parts and purchasing decisions, a lot of that has to be coordinated. Fortunately, we have a couple of things going on. Number one, even though these things take time, we started them a while ago, so they’re very much well underway. Also, another thing that’s extremely helpful and I think every day it becomes clearer to the OEMs. Our SPD technology has been validated across four OEMs. In the auto industry, you know, that’s unprecedented, and we have even more OEMs in aircraft. I think that, you know, that reliability and continuity and maturity of the technology, I think has been very helpful.

You know, the bottom line is the seeds have been planted, getting back to the question, and they’ve been nourished, and now you’re seeing them begin to grow. Really what matters, and why I think this year is going to be different and this is gonna continue, is the breadth of our pipeline and the engagement of engineering that we have. Today we have Ferrari and McLaren models in production. We have Cadillac newly entered into production with some legs, basically within General Motors, some of which I alluded to earlier. Mercedes showcasing SPD broadly in a concept platform. Four high volume quotations allowing us to get our costs down meaningfully. Additional new European OEM programs and specialty programs with tens of thousands of unit potential.

I think what’s helpful is the new SPD-related investment by our licensees. That breadth is broader than at any point in our history, and that’s why I think 2026 and beyond will be different. As programs move from quotation to production, revenue follows, but not before, not in the automotive industry and not with a licensing model. We focus on execution and integration, getting it into cars reliably. For revenue for us and for our licensees, that follows integration. That’s what we’ve been doing. It’s very simple. Next question. Ferrari is low volume. Cadillac is ultra-low volume. Isn’t this still a niche technology?

Well, Ferrari and Cadillac, and prior to them, Mercedes and McLaren, all validated performance of SPD technology and the ability of our supply chain to reliably produce for serial production. I might add, produce for serial production across 4 different OEMs with 4 different requirements and 4 different production processes and 4 different procurement processes. We did it. What matters now is expansion, and we have 4 high volume quotations at in the automotive industry. We also have specialty programs in the tens of thousands of unit range, and we also have broader glazing integration discussions beyond just sunroofs. The pipeline today is about scalability and not just halo vehicles. It’s about cost, and it’s about performance. We’ve always had great performance, but, you know, the scalability and the cost are things that we’re now showing people we can do.

Another tough question, also automotive related. If this technology is so compelling, why hasn’t a major OEM adopted across all vehicles already? From your mouth to God’s ears that it happens, and it might, and I’ll give you an example of why that might happen. Automotive adoption is very model specific, at least in the beginning, and very platform specific. OEMs integrate technology based on cost, targets, feature positioning, and design cycles, and also what their competition is doing. We’re now seeing broader glazing discussions beyond just sunroof panels, and that represents platform expansion. A useful historical analogy is anti-lock brakes. They began as a very expensive item, I mean, a fairly significant percentage of the car. Mercedes took a risk on that one.

Even though it was very expensive, they put it in first in high-end vehicles, it eventually became standard across the industry. You know, as many of you know, we have very good relations with Mercedes, and we speak to them often. We have, you know, pretty much an insider’s viewpoint on how they think about things. I asked the guy that developed the S-Class, and of course, I met him in connection with our work on the SLK and the SL, and then the Maybach and the S-Class. We had a lot of discussions. I said to him, I said, "Hans, did you ever have any regrets about a decision you made?" He goes, "Well, not about SPD, but I did have one regret.

We had developed a dynamic shock absorber system that would take the 6 cameras in a car and feed the data into dynamically changing the shock absorbers on the car. You know, we wanted to call it either Magic Carpet Ride or Magic Glide Control. It made the car really, really smooth to drive. One day, Dieter Zetsche walked into my office and said, ’BMW wants to license this from us.’ The regret I made is I said, ’No.’ Because had I said yes, that would have gotten the cost of that down. If I got the cost of it down by licensing BMW so that the unit volumes for our supplier were much higher, then it would have gone to other car makers, too. It would have been in every one of our cars.

Magic Glide Control would have been in everything at Mercedes-Benz, and we’d have a better performing vehicle. This happens more than I thought it would, that OEMs do share technology and, you know, when they don’t, they regret it sometimes. In our case, adoption, I think, across every model within an OEM will happen when we address two things that we spoke about earlier: cost and color. We have already discussed the significant progress we made in both of these key areas. Next question, which I ask myself every day because I’m an investor, is why should investors be patient? Well, first of all, it’s a little easier for me to be patient because I have more information, as you’d expect, as to what’s going on and what’s in the pipeline.

I think if you look at this even from an outside viewpoint, investors should be patient because the infrastructure has already been built. You know, we have invested over $125 million in SPD and its markets. That’s done. These major investments have been made and validated by significant customers, I think that’s another reason to be patient. Diversification has increased. Diversification across multiple OEMs, diversification across now you’re beginning to see different places in a car where this could be used, and you’ll see more of that. I think we should be patient because production continuity has been maintained. I’ll mention it very briefly because people sometimes say, "Well, why do you talk about the competition?" I pay attention to the competition. We’ve had several competitors go bankrupt.

The most recent, which you may not be aware of, was eyrise, which is the company that makes architectural liquid crystal, not PDLC, but liquid crystal. Sometimes when you see something that looks like SPD, it was the eyrise product in an architectural application. Well, they ended up liquidating, and that was within the last month or so. It’s a tough industry, but I think by being smarter, and not that I’m the smarter one, but just setting up a business that was smarter, we’ve been able to have that production continuity that no one else has had. New OEM programs have opened. Another reason to be patient because those things are seeds that have been planted that will sprout. The architectural retrofit greatly expands the addressable market.

These are all structural developments, and durable growth follows those structural expansions, those foundations that we build. We’ve also set the table for lower costs and higher revenues, all without requiring large capital expenditures or erosion of profit margins at Research Frontiers. We’ve built strong foundations, and they’re, we’re growing from them, and I think that’s why investors should be patient. We discussed a lot of exciting topics so far today, and I’ll now ask our operator, Paul, to please open up the conference to any additional questions people participating today might have had that have not already been covered. Just one caveat, we have covered a lot of ground. The call was running a little bit long because there’s a lot of exciting things that we wanted to talk about and share with you.

If we’ve not fully answered any of your questions, but they’ve been substantially answered, email us, rather than ask it on the call because we wanna leave time for as many other questions as possible. Paul, if you can open up the Q&A for live questions, I’d appreciate it.

Paul, Conference Call Operator: If you would like to ask a question, please press star one on your telephone keypad now, and you’ll be placed into the queue in the order received. Please be prepared to ask your question when prompted. Once again, if you would like to ask a question, please press star one on your phone now. Our first question comes from Jeff Harvey, an investor.

Jeff Harvey, Investor: Gauzy announced a $50 million funding proposal. That obviously hasn’t gone forward. At least I haven’t seen anything to indicate that the funding has been in place. That’s a little disturbing. The other thing is-

Joe Harari, President and Chief Executive Officer, Research Frontiers: Yeah, I get it. Yeah, let me address that first ’cause having, you know, cut my teeth on corporate transactions as a lawyer and, you know, also as a CEO of Research Frontiers, it’s not that it hasn’t gone forward, but equity credit lines require a registration statement be filed with the SEC, and they go effective. Due to kind of the timing of the year, I believe that Gauzy would have to actually have their audited financials in place in order for them to file that registration statement. You know, I think I think it’s also probably important, and I don’t think I’m revealing anything that I shouldn’t about Gauzy’s funding plans, but that’s more of an intermediate funding plan.

They don’t need that much money to execute on their business plan and move it forward. They have access to more immediate shorter-term capital. That’s meant to take care of some of the debt that they have with a particular lender at a higher interest rate. You know, it’s nice to reduce your interest expense. We don’t have any debt, so we don’t have any interest expense, but they’re a different company, so they do. Anyway, I didn’t mean to cut you off. I just wanted to address the question while it was fresh. I think you had another question or comment.

Jeff Harvey, Investor: Yeah. Two other things. The stock’s been under $1 for, I would think it getting to a point where they’re gonna get another letter from the SEC about getting delisted being under $1. I also.

Joe Harari, President and Chief Executive Officer, Research Frontiers: You’re talking about Gauzy stock?

Jeff Harvey, Investor: Yes.

Joe Harari, President and Chief Executive Officer, Research Frontiers: You’re talking about Gauzy stock. Yeah.

Jeff Harvey, Investor: Correct.

Joe Harari, President and Chief Executive Officer, Research Frontiers: Right

Jeff Harvey, Investor: ... I would think that’s coming soon. The other thing is I would think that they’re not gonna be able to pay you on time the way you’d like to be paid until they get their financial house in order. I would think that your expectations of getting royalty revenue from them, again are gonna be subdued near the near term. I also worry that,

Joe Harari, President and Chief Executive Officer, Research Frontiers: Let me address that while it’s fresh. Okay. I’m sorry if it’s related. I wanna make sure I answer all your questions, Jeff.

Jeff Harvey, Investor: I would think also that potential customers would be reluctant to wanna do business with Gauzy given their financial distress.

Joe Harari, President and Chief Executive Officer, Research Frontiers: Right. They’re all excellent observations. Let me maybe put some color on it because, like I said, I’ve been in very close contact with Gauzy throughout this process since pretty much the day after the filing, the bankruptcy filing. The first question is, are we gonna get paid? The answer is yes. We, they have stressed to the French... Remember, we get our funding from two sources from Gauzy. Vision Systems, which is in France. That’s directly under the control of the French regulators, and it’s more of a monitor.

Basically, just like internally, we, you know, we have a list of bills that we have to pay and, you know, my office manager presents it to me as CFO and CEO, and I approve it, and our audit committee looks at it, and it gets approved, and then we pay it. What you’re doing is you’re adding 1 level on top of that, but it’s a bureaucratic level, which is, you know, a French, you know, bureaucratic official that also has to do that. It could slow down the process. Our invoices have been submitted. I’m told, no guarantee, but I’m told that it typically takes the regulators 1-2 weeks to approve something like that. You know, we’re in the queue.

As far as post-filing things, that’s a little smoother because really what they do is they treat pre-filing obligations a little bit differently than they do post-filings. November 13th was the filing date. Anything that existed, which is about half of our receivables from Gauzy and from Vision Systems rather, is subject to the French regulator, and the other half is ongoing and in the queue for payment. As far as your other question, and it’s an excellent observation, are they experiencing any customer concern about their finances? Jeff, that was first question I asked them too, is, you know, "Is anybody concerned about your viability or you know." He said, "No, Joe, they’re not.

We are, you know, I mean, I’m more focused on SPD film and emulsion obviously, but company-wide, I think, when you consider that the flow of revenue and product sales is coming out of France and it’s coming out of everywhere else in the world, the customers are continuing to buy. Some of these are very long-term, lucrative contracts that Gauzy has. You know, because they’re long-term, the customer has to buy from them, and they have to supply. The challenge is, do you have liquidity to, you know, to supply what’s a very large backlog of orders? You know, part of this, you know, I mean, I’ll tell you 2 things.

Number one is, Gauzy was on track to meet their projections for 2025 until the labor unions initiated this reorganization or rehabilitation proceeding. Everything stopped because all of a sudden, you know, you had to go through the monitor process to get paid if you were a supplier. It’s not just us, it’s, you know, people that are supplying glass and plastic film and, you know, cameras and everything else that, you know, they use in their systems. It was very important to get that restarted quickly, especially since the backlog was tens of millions of dollars of product sales that were profitable.

You know, Gauzy, I think, did what they needed to do, which is they reallocated some capital and some liquidity from other areas of their company to get that flowing quickly because those had longer lead times. Of course, you have the steady state stuff for Research Frontiers and, you know, our other licensees with the SPD emulsion and film. You know, I’ll tell you know, yesterday I was speaking to the CTO of Gauzy, and they’re producing emulsion. It’s ready to go, you know. Can they get it over to Germany? Probably after Sunday it’ll be a lot easier when they open up the airspace. Prior to the war, they were getting it too. It’s not, you know. It’s a little bit of a blip.

Obviously, you know, you want as few blips as possible. You know, at some point, I imagine, given what Israel has gone through with two wars in May when I was there on seven different fronts. Now this war with Iran. They may very well move a lot more of their emulsion production over to Germany so that and their people, so that you have less concern about, you know, airspaces opening and closing. I think we’re on the tail end of that kind of disruption. You know, I think we’re good.

Michael Forster, Investor: All right. Thank you.

Joe Harari, President and Chief Executive Officer, Research Frontiers: You’re welcome. Thanks for your questions.

Paul, Conference Call Operator: Our next question comes from Michael Forster, an investor.

Michael Forster, Investor: Good afternoon. My question arises out of the third quarter report of Research Frontiers and, in light of everything you’ve said about how positive our whole situation is. It leads me to wonder why do we have a capitalization in January at basically $1 a share plus opportunities to buy more stock at $1.10 a share to a selective group of investors, including family members of a director, when at the end of the third quarter report, it said, quote, "We currently expect to have sufficient working capital for more than the next 5 years of operations." End of quote.

Joe Harari, President and Chief Executive Officer, Research Frontiers: Yes.

Michael Forster, Investor: How do you justify that?

Joe Harari, President and Chief Executive Officer, Research Frontiers: Sure. Michael, thank you for bringing that up, and I appreciate the question. As I mentioned earlier, there was a qualifier on that, which is assuming we get paid what we’re owed, and assume there’s no more supply disruptions, ’cause we had one in the second quarter with AGP, as you know, and also for strategic reasons. What I said earlier in the call, I’m not sure if you were on it, is all three of those factors were present here. You asked about directors participating or their family members participating. That was basically the terms were set, not with the directors, obviously. They were set with the large investors, the anchor investors that were much larger investors in this offering.

Hey, why don’t you have an, you know, director participation in this?" I said, "Guys, we already circulated our 10-K internally. No company in the world would allow a director to buy stock once that happens. We’re closing on this deal. If there’s people you know that, wanna participate on these terms, which have already been set, they’re welcome to come into this." I’ll say this to any shareholder out there, where did these friends and family investors come from? A lot of them had amassed large positions in Research Frontiers and wanted more. Because they have large positions, they would call me throughout the years. I got to know them.

Most of the people in this round hadn’t invested in the last round, which was in September of 2022. I knew them there. They had invested in the prior rounds and the prior rounds and the prior rounds. These are long-term shareholders. Maybe just to kind of put a little color on this, if anybody out there is interested in participating in one of these things, assuming we have to do one again, and maybe it’s a couple of years before we do it, or maybe it’s sooner if there’s an acquisition we wanna make or a marketing program we wanna launch or something like that, let me know when we’re talking.

I’m happy to put your name on a list, and we could always figure out if it makes sense for you. It’s not meant to exclude anyone. These are people that we know and trust. Just to put a little more color on it, in September 2022, the stock that everyone got had a restrictive legend, meaning you cannot sell it in the open market as long as this legend is on the stock certificate. Even though they could have taken that certificate legend off 6 months after the September 22 offering, nobody in that offering did. These are long-term holders. You know, we appreciate that because that’s how you get rewarded with a company like this, which has relatively long development cycles with customers, you know, in automotive and in aircraft.

I think everyone that works in that industry kinda knows about the development cycles. That’s why we did it, and that’s why we did it with the people we did. If anyone’s interested, love to hear from you. I can’t promise you we’re gonna do this again, but if we do and things make sense, we certainly would consider you.

Michael Forster, Investor: It’s not just with respect to there being recapitalization, although the third quarter report does mention an expectation that there wouldn’t happen for five years.

Joe Harari, President and Chief Executive Officer, Research Frontiers: Right. If you listen to the conference call. Yeah.

Michael Forster, Investor: Hang on. Hang on a second.

Joe Harari, President and Chief Executive Officer, Research Frontiers: If you listen to the conference call... Okay, go ahead. I’m sorry. I didn’t mean to interrupt you.

Michael Forster, Investor: Well, it’s the timing. I mean, you’re giving us all this glowing information about how Gauzy’s situation isn’t as bad as the press, so to speak, present it to be. I’d love to believe that because I have stock in Gauzy as all as well. They just filed the bankruptcy or were thrown into bankruptcy in mid-November. Here it is January, less than three months later, that with Research Frontiers stock plummeting just as Gauzy is plummeting. The offer is at $1 a share. When you talk about 22, I think it was like $2.30 a share. What better, you know, warrant rewards for those who reward to the company in terms of the total income. I question the timing. Why not wait at least until May?

We had at least 12 months before, according to the latest quarterly report, that we have cash and cash equivalents to take us at least 12 months. We-.

Joe Harari, President and Chief Executive Officer, Research Frontiers: Right. Well,

Michael Forster, Investor: This timing is like you’re giving a gift to people who may not need that gift.

Joe Harari, President and Chief Executive Officer, Research Frontiers: I’m not giving a gift to anyone. I’m not giving a gift to anyone. This is an investment. I will say this. Listen to what I said, please. If we were paid what we were owed, and we didn’t have any supply disruptions, two things that didn’t happen, by the way, we weren’t paid what we were owed, and we did have supply disruptions, okay? If we had a strategic reason, we would do another one. Here we are in March. We have something sitting at a French regulator’s desk hoping that it gets paid today versus tomorrow. I don’t think anybody on this call would want Research Frontiers not have the liquidity to execute on our business plan.

I’m thinking about the long-term shareholders and the execution of the business plan and capitalizing on the successes we’ve had in multiple markets and something no one else has done. I’m not gonna sit there and roll the dice with your money or my money and hope that I get paid on time or hope that there’s no more supply disruptions. You wouldn’t want a CEO of your company being that reckless.

Michael Forster, Investor: One last question for you.

Joe Harari, President and Chief Executive Officer, Research Frontiers: Sure.

Michael Forster, Investor: In light of what you’re predicting when you get the money and so on, are you gonna put out a press release of how things are going so that we might know?

Joe Harari, President and Chief Executive Officer, Research Frontiers: We typically don’t put out press releases. Yeah, we typically don’t put out press releases unless there’s a specific event, like the launch of the Celestiq was a specific event, or a major non-financial development. The financial developments are on a cadence of being announced quarterly. You know, our next quarterly conference call is in the beginning of May. It’s not that far off. The way that the SEC filing schedule falls, early May is when we typically have our first quarter call. You might see it then.

Michael Forster, Investor: By then we should know whether or not Research Frontiers got its licensing fees from the bankruptcy monitor, right?

Joe Harari, President and Chief Executive Officer, Research Frontiers: Yep. Yep. I think you’ll see, you know, a change in our receivables if when that happens and in our cash position. That’s not too far off. you know, you know, financial results, we don’t announce in between quarters, you know, but it’s close enough where you’ll know about it soon enough, I think.

Michael Forster, Investor: That’s it. Thank you.

Joe Harari, President and Chief Executive Officer, Research Frontiers: Thanks a lot, Michael.

Paul, Conference Call Operator: Our next question comes from John Nelson, an Investor.

John Nelson, Investor: Hi, Joe. just a couple of quick questions. You mentioned 4 projects with the retrofit window. Do you have, can you give us any idea as to how soon any of those could start?

Joe Harari, President and Chief Executive Officer, Research Frontiers: I think I mean, they’ve already started. I mentioned earlier that we’re working on some peripherals that go in conjunction with the retrofit window. The retrofit window is a very solid, developed product. Now think about any kind of smart window. You’re gonna wanna have ways of controlling it in a smart manner that hopefully will be just as easy to install and integrate as the glasses. That’s, you know, one of the things that we’re actively working on together. That’s, you know, LTI and Gauzy and Research Frontiers and the customers, you know, to give them a choice. That’s basically, you know, what it is. We’ve selected different types of projects because I view these not only as revenue sources. I’m not worried about revenue on this.

Revenue, you know, when we decide that we’re going full force with this and we have these peripherals all done, you know, AIT has the capacity and the customer base to do this quite quickly without, you know, buying a Super Bowl ad or anything like that. I also wanna have white papers so that the architects could get their ideas as to, "Hey, why would I use this?" You know? In some cases, it’s obvious. I have a building, you know, facility management building envelope issue that I gotta deal with. I need glass on the outer skin of the building.

What about things like, you know, one of the residents has, I think, 30 or 40 interior windows that, you know, to take out the glass and put this in, it’s a residential project, you know, would be, you know, very disruptive to the tenant and very expensive, whereas we could just pop it in and be done with it. You know, so it’s a matter of creating proof points there.

John Nelson, Investor: Successful application will create awareness, more awareness.

Joe Harari, President and Chief Executive Officer, Research Frontiers: Yeah. Right. The good news, John, I think the good news, John, is that in the architectural market, we have a lot more control over that good news getting out, you know, more so than an automotive or aircraft where, you know, you’re somewhat beholden to the OEM. You know, here the architects and the homeowners like to brag about what’s in their home, unless they’re Russian oligarchs or something that are trying to lay low. We’ve had that happen, too.

John Nelson, Investor: Okay. Second question is, has Ferrari expressed any interest in expanding the SPD roofs to other models?

Joe Harari, President and Chief Executive Officer, Research Frontiers: They have. They have. I can’t talk about the specifics on that, but, you know, they make a lot of money on the option, and they’re thrilled with the performance. I mean, it has the performance of a Ferrari, so why, what wouldn’t they like about it, you know?

John Nelson, Investor: Mm-hmm. Yep. Okay. Good. That’s it for me. Thank you.

Joe Harari, President and Chief Executive Officer, Research Frontiers: Thanks, John. Appreciate your questions. I think we have one more question in the queue.

Paul, Conference Call Operator: Yeah. Our next question comes from Art Grady, an investor.

John Nelson, Investor: Good afternoon, gentlemen. Basically, I’m interested in learning a lot more about what is happening with the LG project, the Korean company that concentrates on building kiosks.

Joe Harari, President and Chief Executive Officer, Research Frontiers: You know, I’m not gonna talk about a specific project. I don’t think, you know, given that this has been an hour phone call, we should probably spend a lot of time on specifics. Art, I know you tried to reach me earlier in the week. I typically don’t answer shareholder calls right before SEC filing because I don’t wanna get any shareholders in trouble. But feel free to call me tomorrow. We can talk about that. I know you’re a resourceful person, you might have some thoughts on that. I’d like to now maybe make some closing remarks.

When you look at the fact that Ferrari and McLaren have their production continuity going on, and Cadillac entering the market, and Mercedes integrating SPD broadly in a concept that covered 75% of the car, not just the sunroof, and the expanding OEM quotations, high volume quotations that helped us get the cost down significantly, and black SPD advancing, and the architectural retrofit launching, and the strengthening of the balance sheet, and new investments by our licensees in SPD, equipment, and in one case, a direct investment in Research Frontiers through the friends and family offering, you don’t see a static company. You see a foundation that’s been built, and a technology platform that’s being embedded in many of the different places. It’s being embedded across geographies worldwide. It’s being embedded across vehicle segments. It’s being embedded across applications, you know.

The major investments have already been made, and the infrastructure’s been built. We’ve always had the best performance of any smart glass technology. SPD continues to deliver industry-leading performance. Cost and color are being addressed, and diversification has increased. You know, the breadth of engagement today is stronger than in any point in our history. When you connect these developments together, you see a business that is no longer dependent on a single vehicle or a single OEM or a single customer in general or a single market. We believe all of this positions Research Frontiers for durable, diversified growth as these programs mature and enter the marketplace. With that, I wanna thank everyone for their participation in the conference call today. If we haven’t answered your questions, feel free to email me or call.

We try to do the best we can to respond quickly. I look forward to sharing more updates with everyone.

Paul, Conference Call Operator: This concludes today’s conference call. Thank you for attending.