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): December 5, 2019
RESEARCH FRONTIERS INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
| DELAWARE | | 000-14893 | | 11 -2103466 |
| (STATE OR OTHER JURISDICTION | | (COMMISSION | | (IRS EMPLOYER |
| OF INCORPORATION) | | FILE NUMBER) | | IDENTIFICATION 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| [ ] | Pre-commencement 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 of each Class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share | | REFR | | The NASDAQ Stock Market |
Item 7.01 Regulation FD Disclosure
Tel Aviv, Israel, Woodbury, New York and Stuttgart, Germany. December 5, 2019 – Research Frontiers Inc.(Nasdaq: REFR),Israel-based material science company Gauzy Ltd., and executives from the automotive, and architectural smart glass industries, invited guests and government officials, joined together today to celebrate the opening of Gauzy’s new state-of-the-art production facility in Stuttgart, Germany.
This facility is dedicated to the production of Research Frontiers’ patented SPD-Smart light control film for the entire SPD-SmartGlass industry. Gauzy has developed, and is manufacturing SPD-Smart light control technology, from the chemistry to the final product. The company has a production plant in Tel Aviv making the chemical emulsion and special light-controlling nano particles that are coated in Stuttgart to become SPD-Smart light control film. The custom designed roll-to-roll production line in Germany can produce one million square meters annually of SPD-Smart light control film up to 1.8 meters wide. Designed for the expanding needs of customers for SPD-SmartGlass, the machine offers various roll widths to reduce costs, and can offer laser patterning for custom designs with invisible lines when transparent.
Gauzy CEO Eyal Peso and Research Frontiers CEO Joseph M. Harary celebrate the opening of Gauzy’s new SPD-SmartGlass light control film production line in Stuttgart Germany.
The event today hosted over 150 guests from around the world, including leaders from renowned companies such as Daimler, Audi, BMW, Hyundai, Sekisui, AGC, AGP, Carlex, NSG, SGG, Henkel, and Vision Systems. Speakers included Eyal Peso, Gauzy CEO, Joseph Harary, Research Frontiers CEO, a special greeting from Sandra Simovich, Consul General of Israel to South Germany, and Alexander Satanowsky from Daimler.
Standing in front of the new 11 thousand square meter facility, Eyal Peso, CEO of Gauzy, noted: “Our LCG® SPD nanotechnology is revolutionizing mobility and smart cities, contributing to smarter light control solutions. We have invested millions of euros to build this state-of-the-art facility in Stuttgart, the heart of Germany, strategically because of the strong demand and our deep order pipeline, especially in the automotive, architectural, aircraft, train and marine glass industries that we have seen. We are honored to be bringing Israeli Innovation to the region, and have a deep sense of pride to be creating jobs and working with and alongside some of the finest people and companies in Germany.”
SPD-Smart light control film, invented and patented by Research Frontiers, is a key component in SPD-SmartGlass products. This film allows users to instantly, precisely and uniformly control the shading of glass or plastic products, either manually or automatically. 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.
Joseph M. Harary, President of Research Frontiers noted: “This is indeed a milestone event for the smart glass industry. This is the world’s first factory dedicated exclusively to the production of SPD-Smart light control film. Its 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.”
The markets for SPD-Smart film are already well-established. Research Frontiers has licensed over 40 chemical, film, and glass companies which are selling products for the automotive, aircraft, marine, train, museum and consumer electronics industries. Gauzy’s established and growing network of over 55 glass fabricators worldwide brings additional synergies, infrastructure, and growth opportunities to the smart glass industry.
Research Frontiers patented SPD-SmartGlass technology is the same best-selling smart window technology that can be found on various car models from Daimler, McLaren Automotive, and other auto makers. The MAGIC SKY CONTROL feature, which is now in use on tens of thousands of Mercedes-Benz SLs, SLC/SLKs, Maybach and S-Class models around the world, and more recently on four announced McLaren models, uses patented SPD-SmartGlass technology developed by Research Frontiers to turn the roof transparent by electrically aligning tiny particles in a thin film within the glass. With the touch of a button, drivers and passengers can instantly change the tint of their roof to help keep out harsh sunlight and heat, and create an open-air feeling even when the 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 the cabin cooler, and protecting passengers and interiors while also enhancing security inside the vehicle. These benefits become even more important when a car uses large surface areas of glass, especially in warm climates.
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.
Shortly after its introduction into serial production in the automotive industry, SPD-SmartGlass has become standard equipment on many different aircraft, and is also used in residential and commercial architectural applications, in trains, yachts and other marine vehicles, in display applications, and to protect light-sensitive artwork and documents in major museums around the world.
Gauzy is currently focused on LCG® (Light Control Glass) technology, including Liquid Crystal formulations and SPD-SmartGlass emulsions. The company has a dedicated R&D team that focuses on each technology, multiple laboratories, and an on-site production line with custom machinery for high quality products with on time delivery. Through strategic partnerships with certified partners, Gauzy’s distribution network ranges over 40 countries. Gauzy’s technology offers diverse applications to the glass industry including solar/energy control, shading, privacy, and transparent displays. Gauzy LCG® is featured in notable projects worldwide, including automotive collaborations with leading OEMs and Tier 1 suppliers, hotels, corporate offices, luxury residences, retail chains and consumer electronics.
Details are noted in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The Research Frontiers press release is also available on the Company’s website at www.SmartGlass.com and at various other places on the internet.
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.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
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 FRONTIERS INCORPORATED |
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| | /s/ Seth L. Van Voorhees |
| By: | Seth L. Van Voorhees |
| Title: | CFO and VP, Business Development |
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| Dated: December 5, 2019 | | |
