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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM

 ANNUAL
REPORT PURSUANT TO SECTION 13 or 15(d) of

 THE
SECURITIES EXCHANGE ACT OF 1934

 For
 the fiscal year ended December 31, 2023

 Commission
 File Number 000-14893

 (Exact
name of registrant as specified in its charter)

 delaware

 11-2103466

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 CROSSWAYS PARK DRIVE

 WOODBURY,
 new york

 11797-2033

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
telephone number, including area code (516) 364-1902

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

 Name
 of Exchange

 Title
 of Class

 on
 Which Registered

 Common
 Stock, $0.0001 Par Value

 The
 NASDAQ Stock

 Market

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

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. Yes No

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). Yes No

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.

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

 Non-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.

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.

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).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 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 $ 51,773,808. In making this computation, all direct and indirect shares known to be owned by directors and executive officers of
the Company and all direct and indirect shares known to be owned by other persons holding in excess of 5% of the Company's common
stock have been deemed held by "affiliates" of the Company, and awards of restricted stock subject to vesting are assumed
to have been fully issued and outstanding. Nothing herein shall prejudice the right of the Company or any such person to deny that any
such director, executive officer, or stockholder is an "affiliate."

 On
March 7, 2024, the registrant had 33,509,287 shares of Common Stock outstanding.

 PART
I

 ITEM
 1.

 BUSINESS

 Forward-Looking
Statements

 Information
included in this Annual Report on Form 10-K may contain forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are not statements of historical facts, but rather reflect our current expectations concerning
future events and results. We generally use the words "believes," "expects," "intends," "plans,"
"anticipates," "likely," "will" and similar expressions to identify forward-looking statements. Such
forward-looking statements, including those concerning our expectations, involve risks, uncertainties and other factors, some of which
are beyond our control, which may cause our actual results, performance or achievements, or industry results, to be materially different
from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks, uncertainties
and factors include, but are not limited to, those factors set forth in this Annual Report on Form 10-K under "Item 1A. –
Risk Factors" below. Except as required by applicable law, including the securities laws of the United States, we undertake no
obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this Annual Report
on Form 10-K.

 General:

 As
used herein, "we," "us," "our," the "Company" or "Research Frontiers" means
Research Frontiers Incorporated unless otherwise indicated. Research Frontiers operates in a single business segment which is engaged
in the development and marketing of technology and devices to control the flow of light (see Note 1 to the Consolidated Financial Statements).
We develop and license our patented suspended particle device ("SPD-Smart") light-control technology to other companies that
manufacture and/or market the: (i) SPD-Smart chemical emulsion, (ii) light-control film made from the chemical emulsion, (iii) the light-control
panels made by laminating the film, (iv) electronics to power end-products incorporating the film, or (v) lamination services for, and
the end-products themselves such as "smart" windows, skylights and sunroofs. Research Frontiers currently has numerous companies
that, in the aggregate, are licensed to primarily serve five major SPD-Smart application areas (aerospace, architectural, automotive,
marine and display products) in every country of the world.

 The
Company has entered into a number of license agreements covering its light control technology. During 2023, four licensees accounted
for 39%, 16%, 16% and 13% of fee income recognized during the year. During 2022, four licensees accounted for 28%, 23%, 13% and 11%
of fee income recognized during the year.

Frontiers was incorporated in New York in 1965 to continue early work that Dr. Edwin Land, founder of Polaroid Corporation, and others
had done in the area of light-control beginning in the 1930s. Research Frontiers was reincorporated in Delaware in 1989. Since 1965,
Research Frontiers has actively worked to develop and license its own SPD technology, which it protects using patents, trade secrets
and know-how. Although patent and trade secret protection are not a guarantee of commercial success, Research Frontiers currently has
219 patents that have been issued worldwide. In addition, the Company has current patent applications in the US and other countries that,
if granted, would add a significant number of additional patents to its portfolio. The Company has and continues to devote significant
resources to develop, license and protect its intellectual property position.

products use microscopic light-absorbing nanoparticles that are typically suspended in a film. These particles align when an electrical
voltage is applied, thus permitting light to pass through the film. Adjustment of the voltage to the SPD film gives users the ability
to quickly, precisely and consistently regulate the amount of light, glare and heat passing through the window, skylight, sunroof, window
shade or other SPD-Smart end-product. This SPD film can be incorporated between two layers of glass or plastic, or combinations of both,
to produce a laminate that has enhanced energy efficiency, light-control and security performance properties.

Frontiers believes that the SPD industry is in the initial phase of growth. SPD light-control technology may have commercial applicability
in many products where variable light-control is desired. Some existing product applications for SPD-Smart glass or plastic include the
following:

 Automotive:

 sunroofs,
 sun visors, side windows and rear windows, and head-up displays;

 Aerospace
 and marine:

 windows,
 doors, partitions, sun visors, skylights, and lateral cockpit windows;

 Architectural:

 commercial
 and residential windows, doors, skylights, and partitions for new construction, replacement, and retrofit applications; and

 Information
Displays:

 light-control film combined with Transparent OLED displays and PDLC projection systems.

 In
addition to the product applications listed above, SPD-SmartGlass technology may also offer potential benefits in the development of
new flat panel displays, light conservation panels, neonatal and other incubators, consumer electronics, eyewear, automotive exterior
lighting systems, self-dimming automotive rear-view mirrors and other reflective information displays. However, such products need additional
product design, engineering or testing before the commercial potential of such SPD-SmartGlass products can be determined.

 Some
of our licensees consider the stage of development, product introduction strategies and timetables, and other plans to be proprietary
or secret. Unless required to disclose such information, the Company may limit its disclosure of licensees' activities until such
licensees, or their customers, make their own public announcements of planned or actual product launches.

 Some
of the early sales and uses of SPD technology were to low volume commercial installations and some have involved concept and test installations
by licensees and their customers. Recent progress with regard to market development and commercialization activity has been the result
of focused and active efforts by Research Frontiers and its key licensees who have invested in product development and improvements,
production facilities, increased production capacity, durability, performance testing, quality control and assurance, and marketing programs.

 Beginning
in late 2011, higher volume sales of SPD products commenced with the launch by Daimler AG of the Magic Sky Control all glass roof
option on their Mercedes-Benz SLK (subsequently renamed SLC). In early 2012, sales of the Magic Sky Control all glass roof option
commenced on their Mercedes-Benz SL. In mid-2014, sales of the Magic Sky Control all glass roof option commenced on the new S-Class
Coupe with other Mercedes-Benz S-Class variants began offering the Magic Sky Control all glass roof option in 2015 and 2016. These
vehicles were discontinued at the end of their current model lifecycle. In the case of the SLC and SL roadsters, it is expected that
the next version of the SL roadster might use a canvas roof instead of the current switchable and static tint glass roofs. It has not
been announced whether plans for the next models of the S-Class and Maybach vehicles will include any switchable glass technology in
the sunroofs or windows. Subsequent to introduction by Mercedes, other car makers such as McLaren, General Motors, Ferrari and others
have introduced SPD-SmartGlass roofs and other products into serial production in various car models, and other new car models using
SPD-SmartGlass technology are expected to enter into serial production based upon current development efforts that are underway between
the Company's licensees and these automakers. Increased volumes of products using SPD-SmartGlass technology are also expected in
trains, boats, aircraft, and other transportation vehicles, in architectural applications, and in various forms of information displays
for the consumer and transportation markets.

Frontiers believes that with the normal progression of product and manufacturing improvements, and as licensees become more experienced
at the lamination, fabrication and installation of SPD-Smart products for various applications, the adoption rates for SPD-Smart products
will grow and accelerate, which we expect will increase the stream of royalty income for the Company. Research Frontiers believes the
largest and most predictable near and intermediate term market for its technology will be automotive glass.

 As
part of their marketing and branding programs, many of our licensees have developed their own trademarks for SPD-Smart emulsion, film,
and end-products and these are listed in their respective press releases, product brochures, advertising and other promotional materials.
Research Frontiers uses the following trademarks: SPD-Smart, SPD-SmartGlass, VaryFast, SPD-CleanTech, SPD
Clean Technology, SmartGlass, The View of the Future - Everywhere you Look, Powered by SPD, Powered by SPD-CleanTech,
Powered by SPD Clean Technology, SG Enabled, SPD Green and Clean, SPD On-Board, Speed Matters and
Visit SmartGlass.com - to change your view of the world.

 In
each of the last three fiscal years, the Company devoted substantially all of its time to the development of one class of products, namely
SPD-Smart light-control technology, and therefore, revenue analysis by class is not provided herein. Information about our operations
and those of our licensees is included below and in our financial statements and notes thereto.

 The
Company does not believe that future sales will be seasonal in any material respect. The Company does not currently directly manufacture
products on its own but rather depends on activities of its licensees and vendors. Due to the nature of the Company's business
operations and the fact that the Company is not presently a manufacturer, there is no backlog of orders for the Company's products.

 The
Company believes that compliance with federal, state and local provisions which have been enacted or adopted regulating the discharge
of materials into the environment, or otherwise relating to the protection of the environment, will not have a material effect upon the
capital expenditures, earnings and competitive position of the Company. The Company has no material capital expenditures for environmental
control facilities planned for the remainder of its current fiscal year or its next succeeding fiscal year.

 Employees:

 On
March 6, 2024, the Company had six full-time employees, two of whom are technical personnel, and the rest of whom perform legal, finance,
marketing, investor relations, and administrative functions. Of these employees, one has obtained a doctorate in Chemistry and one has
extensive industrial experience in electronics and electrical engineering. One employee also has a postgraduate degree in business administration,
and one has a doctorate in jurisprudence. Also, the Company's suppliers and licensees have people on their teams with advanced
degrees in a number of areas relevant to the commercial development of products using the Company's technology. The success of
the Company is dependent upon, among other things, the services of its senior management, the loss of which could have a material adverse
effect upon the prospects of the Company.

 Smart
Glass Industry Trends:

 There
are favorable converging global trends in the major near-term markets for smart glass and SPD-Smart products. The potential for smart
glass products is significant and is expected to attain economies of scale with increasing high-volume production. This increased production
is also expected to bring down end product costs and expand market opportunities.

 In
both public and private sectors across the world, there are substantial efforts targeted toward the promotion and use of energy efficient
smart glass materials, including those used in automobiles, windows and other architectural glazings, aircraft and boats. Products using
SPD-Smart technology continue to be exhibited at trade shows, conferences, and industry events, with such products not only being exhibited
by our licensees but also by their customers and by OEMs. While there can be no assurance that these trends will continue, to the extent
that they do continue, each is expected to have a beneficial effect on future interest in SPD-Smart technology.

 In
October 2019, MarketsandMarkets issued Smart Glass Market by Technology (Suspended Particle Display, Electrochromic, Liquid Crystal,
Photochromic, Thermochromic), Application (Architecture, Transportation, Consumer Electronics), and Geography - Global Forecast to 2023.
This market research report concludes that the smart glass market is expected to grow from USD $2.8 billion in 2016 to reach USD $8.35
billion by 2023, with a growth rate of 16.6% between 2017 and 2023. Key conclusions in this report included:

 Smart
 glass, especially active glass, provides a higher control over heat and light at the will of the user, thereby providing considerable
 electricity cost-savings and conclusively making the construction spaces more environment-friendly.

 One
 of the biggest hindrances to the growth of smart glass industry demand is its higher cost. The higher cost of raw material and its
 limited availability is undermining its penetration at a larger scale. Constant innovations are happening in terms of raw material,
 product design, and work capacity, which will simultaneously attract new users and provide opportunity to manufacturers to rationalize
 the product cost over the forecast period.

 In
January 2023, MarketsandMarkets issued Smart Glass Market by Technology Smart Glass Market by Technology (Suspended Particle Display,
Electrochromic Glass, Liquid Crystals, Micro blinds, NanoCrystals, Photochromic and Thermochromic), Application, Control Mode and Geographic
Analysis - Global Forecast to 2027.

 This
market research report concludes that the smart glass market is expected to grow from USD $5.0 billion in 2022 to reach USD $8.2 billion
by 2027, with a growth rate of 10.4% between 2022 and 2027. Key conclusions in this report included:

 technology to hold largest share of smart glass market during forecast period: Electrochromic technology held ~49% of the market in
 2021—the largest share. This is attributed to the faster switching time of electrochromic glass from a clear to dark state and
 increasing investments in this technology.

 The
 increased traction of electrochromic technology is primarily attributed to the benefits it offers in a sustainable building design.
 A majority of the top smart glass manufacturers are focusing on R&D to bring down the prices of smart glass without compromising
 on quality and thus achieve economies of scale.

 Smart
 glass using electrochromic and SPD technologies is expected to witness huge demand in the coming years since the degree of customization
 is high in these two technologies, and the cost of these technologies is expected to drastically decrease.

 Architecture
 is projected to register highest compound annual growth rate (CAGR) during the Forecast period by application. The marketability of a residential or commercial
 facility considerably depends on comfort, aesthetics or interior design, and eco-friendliness. Smart glass offers the architecture
 application energy efficiency and improved aesthetics. Smart glass products have inherent properties that help in market growth.
 The glare control property of smart glass eliminates unwanted glare from sunlight and can provide bright, clear, and customized lighting
 levels in the building. Smart glass is also used to adjust the heat levels in buildings. The self-cleaning property of smart glass
 offers users a superior experience at the low cost of maintenance.

 Opportunity:
 Growing need for sustainable buildings. The world is becoming conscious of climate change, global warming, and its impact on the
 planet. The pandemic has also shown the need for green buildings and the benefit of having a sustainable living space. As part of
 the EU (European Union) Green Deal, the European Commission has set a target to make Europe a climate-neutral The EU also issued
 directives to member states like the "New Energy Performance in Building" in 2018 to promote sustainable buildings. continent
 by 2050, focusing on sustainable building and energy performance.

 In
January 2024, MarketsandMarkets issued Smart Glass Market by Technology (Electrochromic, Suspended Particle Display, Liquid Crystal,
Photochromic, Thermochromic, Micro-blinds), Mechanism (Active Passive), Control System (Manual, Remote, Mobile-based, Voice-based) –
Global Forecast to 2029.

 This
market research report concludes that the smart glass market is expected to be valued at USD $5.8 billion in 2024 and is projected to
reach USD $9.4 billion by 2029. It is expected to grow at a CAGR of 9.8% from 2024 to 2029. Significant drivers of this growth are increasing
awareness and adoption of energy-efficient solutions, particularly in the construction and automotive sectors. Technological advancements
such as IoT integration present opportunities for enhanced functionality and connectivity.

 Key
conclusions in this report included:

 Transportation
 end use segment is predicted to hold the largest share during the forecast period in smart glass market.
 The dominance of the transportation sector in the smart glass market stems from its widespread
 integration across various applications in automotive, aerospace, and marine industries.
 In automotive applications, smart glass is increasingly utilized in windows, sunroofs, and
 rearview mirrors, providing features like glare reduction, UV protection, and privacy control.
 Smart glass's lightweight and energy-efficient properties in the aerospace sector contribute
 to improved passenger comfort and overall fuel efficiency. Additionally, in marine applications
 such as cruise ships and yachts, smart glass enhances aesthetics and offers panoramic views.
 With the transportation sector experiencing substantial growth and a heightened focus on
 safety, aesthetics, and energy efficiency, it emerges as the primary contributor to the overall
 market share, establishing itself as a crucial segment within the smart glass market.

 "Active"
 smart glass accounts for the highest growth rate during the forecast period, due to their
 dynamic and responsive nature. Active smart glass systems, driven by external stimuli like
 electrical voltage or heat, provide rapid optical properties such as tint and transparency
 adjustments. This real-time adaptability is particularly attractive across various applications,
 including smart windows in homes, offices, and automobiles, as it offers precise control
 over environmental factors.

 Smart
 glass market for the mobile-based control system is predicted to exhibit the highest CAGR market during
 the forecast period. Mobile-based control systems hold a higher CAGR in the smart glass market
 due to their seamless integration with the modern lifestyle and the increasing reliance on
 mobile devices. The convenience of controlling smart glass functionalities through mobile
 applications aligns with the growing trend of smart home and building automation. The widespread
 adoption of mobile-based control systems, coupled with ongoing technological advancements
 in mobile platforms, positions it as a key driver for the observed higher CAGR in the smart
 glass market.

 Architecture
 is predicted to hold the highest growth rate in the smart glass market, due to increasing demand for innovative
 and energy-efficient solutions in the construction industry. Smart glass, with its ability
 to optimize natural light, regulate indoor temperatures, and enhance sustainability, aligns
 seamlessly with the evolving trends in modern architecture.

 In
June 2019, Grand View Research issued Smart Glass Market Size, Share & Trends Analysis (SPD, PDLC, Liquid Crystal, Electrochromic),
By Application (Consumer Electronics, Architectural Transportation), And Segments Forecast, 2019-2025. This market research report
concludes that the smart glass market is expected to grow from USD $3.7 billion in 2018 to reach USD $8.6 billion by 2025 reflecting
a growth rate of 15.2%. Key conclusions in this report include:

 Smart
 glass has gained importance due to its inherent capability of thermal and acoustic insulation, energy conservation, and aesthetic
 3D designer proposition.

 The
 automotive and residential applications have witnessed a dynamic phase change in functionalities from legacy weather protection features
 to seclusion apparatus and advanced energy-conserving.

 Architecturally
 advanced construction philosophies incorporating the installation of large windows in the majority of buildings are projected to
 drive demand in Europe.

 The
 transportation segment accounted for the highest market share in 2018 and is projected to retain its leading position throughout
 the forecast years. The segment is further categorized into automotive, aircraft, and marine.

 sector is the largest consumer of switchable glass and captured the largest revenue share of more than 70% in 2018.

 The
 technology provides protection from UV rays and controls heat inside the vehicles by limiting energy consumption.

 Initiative
 for reducing CO2 emissions and minimizing energy consumption are encouraging manufacturers to develop anti-heat glass and glazing
 solutions.

 High
 demand for luxury automobiles, especially in Asia Pacific, is driving the market growth.

 Major
 aerospace manufacturers, such as The Boeing Company, Beechcraft Corporation, Airbus SA, Bombardier Inc., and Embraer S.A., are shifting
 towards electronically dimmable windows.

Market:

 In
the automotive industry, global trends include the introduction of larger sunroofs and panoramic roof panels in transportation vehicles,
and a higher percentage of these vehicles having a sunroof or using more glass in the roof.

 SPD-SmartGlass
has also been shown in armored automotive glass applications, recreational vehicles, and a new market is also beginning to develop for
personalized custom conversions of automobiles for owners who wish to express themselves through the design of the cars they own and/or
drive.

 Aircraft
Market:

 In
the aircraft industry, there is a trend towards larger windows with more passenger control and functionality, and an increased investment
in improving the passenger experience. In the "transport category" (primarily large commercial passenger aircraft) segment,
the world's two largest aircraft manufacturers are both promoting the size of the windows in new aircraft platforms already being
delivered (e.g., Boeing 787 and Airbus A350). In the "general aviation" category (primarily business jets, private or chartered
smaller aircraft) this trend is true as well. For example, Gulfstream is promoting the size of the windows on their G650 platform as
well as their upcoming G700 flagship aircraft, and Bombardier highlights the size of the cabin window on the Global 7000 and 8000 platforms.
Several OEMs either already offer, or have announced their interest to include, electronically dimmable windows in their aircraft –
including Boeing, Airbus, Bombardier, Embraer, Textron-Beechcraft, HondaJet, Airbus Helicopters, Airbus Corporate Jets, Bell Helicopter,
Dassault, Epic Aircraft and One Aviation. Electronically dimmable windows for aircraft may use SPD technology or may use other smart
window technologies such as liquid crystal or electrochromic technology. A window system using electrochromic technology was introduced
in the Boeing 787. There have been concerns raised that this aircraft's electronically dimmable windows are not dark enough for
long haul flights, transmit too much heat into the cabin, and have a switching speed that is too slow.

 The
Company believes its SPD technology offers important performance advantages over other technologies including faster, more uniform response
time, superior heat-rejection when the aircraft is parked on the ramp, superior acoustic insulation, an automated dimming system to continuously
maintain a constant level of light in the cabin in real-time, weight-savings, and the use of scratch-resistant, lightweight (saving fuel)
chemically strengthened glass. Leading companies manufacturing electromechanical pleated window shades have products that incorporate
SPD-Smart windows into their designs, and Tier 1 suppliers of other cabin systems (e.g., cabin management systems) are featuring SPD-Smart
electronically dimmable windows in mockups.

 SPD
technology is also the only commercially available light-control smart window technology known to have passed the stringent safety and
durability tests required by the aviation industry and to have received a Supplemental Type Certificate (STC) from the Federal Aviation
Administration. Today, SPD-Smart electronically dimmable windows are flying on over 40 models of various aircraft including those used
in commercial aviation, general aviation and military aviation. SPD-Smart products have been selected by aircraft manufacturers as standard
equipment on new production platforms including the Honda Aircraft HondaJet, Textron-Beechcraft King Air 250, 350i and C90GTx, Epic Aircraft
E1000, Airbus ACJ TwoTwenty,

 Architectural
Market:

 The
architectural community is actively increasing the use of daylight harvesting, green building technologies and building automation systems
to more effectively capture and control natural light as part of energy reduction strategies to offset cooling/heating costs and electricity
used by artificial lighting. In addition to design, aesthetic and other benefits, the expanded use of glass also supports a growing body
of research which finds that the presence of and control over incoming natural light improves an individual's well-being and productivity.
Products using SPD-Smart light-control technology – sunroofs, windows, skylights, partitions and others – can play an important
role in supporting these converging global trends.

 For
architectural applications, various market forces and the distinctive features of SPD-SmartGlass are having a positive influence on interest
for SPD-Smart products. Many architects are specifying more glass in their designs to satisfy building occupants' desire for greater
connectedness with the outside environment. In addition, there is increasing interest in improving energy efficiency in both commercial
and residential buildings. Various studies indicate that buildings in the United States and Europe now account for an estimated 39-40%
of total energy use and upwards of 70% or more of electricity consumption. Many architects and building owners are striving for sustainable,
"green" buildings that are highly energy-efficient, reduce environmental impact, and improve occupant health and well-being.
In addition, the design community is increasingly interested in advanced daylighting systems in buildings that lower electrical lighting
usage and reduce heating and cooling loads. Because of this, the ability to control light, glare and heat in these building applications
is very important and advanced solutions often are needed to optimize operating efficiencies. SPD-Smart architectural products instantly
and precisely provide shading, glare control and heat management solutions for offices and homes, especially when these products are
available for new construction, replacement and retrofit projects. These products include insulated glass units, single-panel retrofits,
unusually shaped glazings, and products with advanced fabrications such as those with ballistic- and blast-resistant capabilities.

 In
2015, Research Frontiers' patented SPD-SmartGlass technology was selected as the exclusive smart glass for the USA Pavilion at
the World's Fair, Expo Milano 2015. The USA Pavilion featured 312 large panels of SPD-SmartGlass manufactured under license from
Research Frontiers by Isoclima S.p. A. Each panel measures approximately 1 meter by 3 meters, making the total surface area in the roof
more than 10,000 square feet. This is the largest known installation of smart glass in the world for a roof application and was seen
by over six million people.

 Marine
Market:

 In
the marine application, where light-control needs are especially important, many yacht manufacturers currently employ less than ideal
glazing solutions as they try to satisfy various shading and solar control objectives. For example, some report having to use as many
as five different types of glass in a typical yacht to satisfy diverse glazing needs. SPD-Smart marine products can reduce the number
of different types of glass used in these yachts because of their increased functionality, superior performance and versatility. SPD-Smart
marine products provide an innovation that allows these operators to manage incoming light, glare and heat while achieving privacy or
maintaining one's view as desired.

 Historical
Background and Recent Developments:

 1.

 SPD-Smart Film Production

 Hitachi
Chemical

 An
important material used in SPD-Smart end-products is SPD light-control film that varies the tint of glass or plastic. In early 2007,
our licensee Hitachi Chemical began producing its initial SPD-Smart light-control film on its first factory line. During the second half
of 2009, Hitachi Chemical announced that it had begun mass production on its new, larger capacity production line and expanded its annual
production capacity to 400,000 square meters (over 4.3 million square feet).

 Hitachi
Chemical's production line is dedicated exclusively to the production of SPD-Smart film. In July 2009, Hitachi Chemical launched
its website dedicated to its SPD-Smart light control film and during 2009, Hitachi Chemical outlined in its press releases and public
presentations that it plans to "accelerate the use of SPD film, which holds significant potential for growth" and noted that
"SPD film is positioned as one of the key emerging products promoted by Hitachi Chemical to become a future leading product for
the company."

 Hitachi
Chemical expanded its SPD film product portfolio by initiating commercial production of a "lighter" version of its film.
Both the SPD "dark" and "light" versions of the films provide a high range of visible light transmission. The
best-selling SPD "dark" film has a range of approximately 0.5% to 55.0%. This leads to contrast ratios (the ratio of clear
to dark light transmission) of up to 110:1. The commercialization of both "dark" and "light" versions of SPD-film
provides greater design and performance options for end-product applications.

 Hitachi
Chemical sold its overall business to Showa Denko, and although sales of SPD film by Showa Denko continued through late 2023, it is expected
that Showa Denko may reduce or discontinue the sale and branding of SPD film as part of the acquisition of Hitachi Chemical.

 Gauzy
Ltd.

 In
October 2018, Gauzy Ltd. announced that it will be producing SPD-Smart light control film for the entire SPD-SmartGlass industry. The
announcement came at a ceremony to celebrate the inauguration of Gauzy's production line to produce SPD-Smart light control film
in Tel Aviv-Jaffa.

 Gauzy
initially announced that its Tel-Aviv film production line has a capacity to produce up to 364,000 square meters of film per year per
shift, and that its initial production will be 1.2 meters wide, and in 2019 it planned on expanding its SPD film coating capabilities
to 1.5 meters wide rolls, and in 2020 to 1.8 meters wide rolls. In February 2019 Gauzy announced that it would be expanding its SPD film
production capacity by having SPD emulsion produced in Tel Aviv and that this emulsion would be coated into SPD-Smart light control film
in a new dedicated factory being built by Gauzy in Stuttgart, Germany.

 In
December 2019, Gauzy Ltd. celebrated the opening of its second production facility in Stuttgart, Germany to produce SPD-Smart light control
film for the entire SPD-SmartGlass industry. This state-of-the-art facility, with specially designed coating and curing areas, will give
Gauzy the capacity to coat over one million square meters of SPD film per year in widths of up to 1.8 meters.

 In
January 2023, Research Frontiers, Gauzy Ltd. and their customers showed over 115 thousand attendees at this year's CES new ways
to benefit from SPD-SmartGlass.

 In
April 2020, Gauzy Ltd. announced that it secured Series C investments from Hyundai Motor Company, Blue Red Partners VC, and Avery Dennison.
This strategic investment marks the first known equity investment by an automotive OEM in Research Frontiers' entire industry.
As part of the announcement of this investment, Gauzy confirmed that its state-of-the-art material synthesis facility in Israel, and
its custom SPD production line strategically located in Germany, are currently operating and producing SPD emulsion and light control
film for the automotive, aircraft, and architectural industries, with modified staffing and procedures to protect Gauzy's employees
during the COVID-19 pandemic.

 Customers
for Showa Denko's and Gauzy's SPD-Smart film are end-product licensees of Research Frontiers. These licensees receive the
film, laminate it between glass or plastic substrates, and then fabricate end-products which are sold into various industries. Most end-product
licensees pay Research Frontiers a royalty on the sale of these end-products that typically range from 10-15%.

 Others

 Other
companies are currently licensed by Research Frontiers to sell SPD-Smart light-control film to licensees of Research Frontiers. None
of these other companies has yet announced commercial SPD film for sale.

 Transportation
Vehicle Products:

 SPD-SmartGlass
is used extensively across many vehicle platforms in the transportation industry. With the use of SPD-SmartGlass light-control film,
passengers and occupants in cars, boats, trains, RVs and other vehicles can instantly change the tint of their windows, sunroofs and
other glazings to help keep out harsh sunlight and heat, and create an open-air feeling even when the window or sunroof is closed.

 In
October 2022, Gauzy's Vision Systems discussed their 41 contracts with transportation OEM and Tier-1 suppliers using
SPD-SmartGlass technology, summarized below:

 Aerospace

 +
 Helicopter Platforms

 +
 Aircraft Platforms

 +
 Aircraft Platforms: Airline (Retrofit)

 Contract

 Marine

 +
 Sailing Yacht Platforms

 +
 Yacht Platforms

 +
 Cruise Ship Platforms

 Railway

 +
 Railway Platforms

 Specialty
 Vehicle Contracts

 +
 Specialty Vehicle Platforms

 Recreational
 Vehicle Contracts

 +
 RV Platforms

 In
January 2024, Vision Systems disclosed their transportation contracts with OEM and Tier-1 suppliers using SPD-SmartGlass
technology.

 In
aerospace, Gauzy has secured 20 contracts covering a range of aircraft from small to midsize business aircraft like the HondaJet HA-420
and Daher TBM 960, to larger business aircraft including two Airbus ACJ models, various helicopters such as the Airbus Helicopters ACH175,
and commercial aircraft, including a Boeing model.

 In
the marine industry, Gauzy has 9 contracts for sailing yachts, motor yachts, and cruise ships.

 Gauzy
has 3 railway contracts (including multiple reorders for additional trains for the same manufacturer).

 Gauzy
has 3 contracts for recreational vehicles.

 Gauzy's
SPD-SmartGlass solutions are found in many specialty vehicle markets, with 10 contracts.

 2.

 SPD-Smart Automotive Products:

Frontiers and its licensees are currently working with multiple automotive manufacturers to introduce SPD-Smart windows, sunroofs and
roof systems on both concept and production vehicles. Research Frontiers' end-product licensees in this sector include industry
leaders American Glass Products, Asahi Glass, Custom Glass, Daimler AG, Isoclima, SER, and Vision Systems.
The Company's automotive glass licensees account for the majority of all glass produced for the automotive market throughout the
world.

OEMs:

 In
2011, Daimler AG began using SPD-SmartGlass technology in its Magic Sky Control panoramic glass roof as an option on its new Mercedes-Benz
2012 SLK. In 2012, Daimler AG began offering its Magic Sky Control panoramic glass roof as an option on its new Mercedes-Benz
2013 SL. These SPD products allow drivers and passengers to change the tint of the car roof from dark to clear quickly with a touch of
a button. The SLK and SL are the first large-scale series production vehicles to offer SPD-SmartGlass. The Research Frontiers licensees
involved with the production of the Magic Sky Control roof for the SLK and SL include Showa Denko, which manufactures the SPD-Smart
light-control film in Japan. Automotive glass companies Nippon Sheet Glass in Japan and its subsidiary, Pilkington, in the UK and Germany
then process and laminates Hitachi's SPD film into the glass for the Magic Sky Control roof.

 In
late 2014, Daimler AG began offering its Magic Sky Control as an option on the new Mercedes-Benz S-Class Coupe. In 2015, other
S-Class variants (i.e. Standard Wheel base W222, Long Wheel Base V222, Maybach S600 X222 and the Maybach Pullman Limousine) began offering
Magic Sky Control as an option. The current Mercedes-Benz S-Class is the third large-scale serial production vehicle to offer
Magic Sky Control using SPD-Smart technology.

 The
S-Class Coupe offers the largest panoramic Magic Sky Control roof ever put into serial production. The surface area of the panoramic
roof using SPD-SmartGlass technology on the S-Class is approximately three times the size of the roof glass used on the current SLC and
SL roadster. With the addition of the new 2018 S450 and S450 4MATIC S-Class Sedans, a total of 14 Mercedes-Benz model variants have now
offered this remarkable panoramic smart glass roof:

 S
 450 S-Class Sedan

 S
 450 4MATIC S-Class Sedan

 S
 560 4MATIC S-Class Sedan

 AMG
 S 63 S-Class Sedan

 Mercedes-Maybach
 S 560 4MATIC

 S550
 4MATIC S-Class Coupe

 AMG
 S63 S-Class Coupe

 AMG
 S65 S-Class Coupe

 SLC
 300 Roadster

 AMG
 SLC 43 Roadster

 SL
 450 Roadster

 SL
 550 Roadster

 AMG
 SL63 Roadster

 AMG
 SL65 Roadster (Standard Equipment)

 A
key factor in the broad adoption of SPD technology in various automotive windows is its cost. Typically, the cost for new technology
products decreases as production volumes increase. The price per square foot of SPD-SmartGlass reported by our licensees has gone down
over time in the automotive market. Royalties from the Magic Sky Control panoramic roofs generate a royalty of 10% of the selling price
of these roofs by our licensees to Daimler. The roofs on the S-Class are approximately two to three times the surface area of the roofs
on the SLC and SL vehicles.

Frontiers believes that the addition of the S-Class car model is also significant because it applies our SPD-Smart light-control technology
to the broader class of vehicles by moving beyond roadsters to coupes and passenger sedans. Historically, since its debut over 40 years
ago, the S-Class represents the premier platform to introduce new technologies to the customer, which in many cases expand to the other
less expensive model lines within the Mercedes-Benz brand.

 In
November 2015 at the Los Angeles Auto Show, Mercedes-Benz launched a refreshed Mercedes-Benz SL. The press release from Mercedes-Benz
stated, "Another feature which has been retained is the unique optional extra MAGIC SKY CONTROL: when closed, the panoramic vario-roof
automatically changes from dark to transparent or vice-versa within just a few seconds." The MAGIC SKY CONTROL feature is a carry-over
from the previous model. Other new features include a new front end, new headlamps, more powerful engines, and a new transmission, among
many others.

 In
January 2016 at the North American International Auto Show in Detroit, Mercedes-Benz premiered the new Mercedes-Benz SLC. The press release
from Mercedes-Benz when the SLC was first announced stated, "A feature that continues to be unique to the SLC is the panoramic
vario-roof with Magic Sky Control – this glass roof is lightened or darkened at the touch of a button. This means that it provides
an open-air feeling at any time, but when required gives welcome shade under a hot sun." The Magic Sky Control feature, using Research
Frontiers SPD-SmartGlass technology, is a carry-over from the SLC's predecessor model, the SLK roadster.

 McLaren
was the second auto manufacturer to adopt the Company's SPD-SmartGlass technology for series production in the automotive
market. The following new production cars by McLaren Automotive featured SPD-SmartGlass technology in their roofs: the McLaren GT,
McLaren 720S Spyder and McLaren Speedtail (which also incorporated SPD-SmartGlass technology in the windshield as a built-in sun
visor and also other areas of the car). The McLaren GT and 720S Spyder have been in production for several years, and the McLaren
Speedtail was first delivered to customers in January 2020. Since then, McLaren has included SPD-SmartGlass in additional production
models including the new McLaren 750S and McLaren Artura.

 General
Motors was the third auto manufacturer to announce that it was putting SPD-SmartGlass into series production in the roof of their
new electric ultra-luxury flagship vehicle, the Cadillac Celestiq. The SPD-SmartGlass sunroof for the Celestiq gives occupants
control over individual segments of the sunroof above them to better customize and enhance the driving experience in terms of
comfort, security, and the reduction of heat, light and glare into the vehicle. The Celestiq with its SPD-SmartGlass roof was
launched at CES 2021 in January 2021.

 In
2024, Ferrari introduced and delivered to customers an all glass SPD-SmartGlass roof using Research Frontiers' technology as an
option in its new Purosangue.

 Also
in terms of new product development in the automotive industry, in August 2020, Daimay, the world's largest supplier of automotive
sun visors, licensed Research Frontiers' SPD-Smart light-control film technology for use in automotive sun visors. SPD-Smart light-control
film technology will enable Daimay to develop products that automatically and dynamically adjust the sun visor to manage changing light
and glare conditions. Daimay is developing this product in conjunction with a specific automotive manufacturer customer.

 In
the Asian automotive market, in April 2020, Gauzy Ltd. announced that it secured Series C investments from Hyundai Motor Company, Blue
Red Partners VC, and Avery Dennison. This strategic investment marks the first known equity investment by an automotive OEM in Research
Frontiers' entire industry. As part of the announcement of this investment, Gauzy confirmed that its state-of-the-art material
synthesis facility in Israel, and its custom SPD production line strategically located in Germany, are currently operating and producing
SPD emulsion and light control film for the automotive, aircraft, and architectural industries.

 In
January 2024, at the CES show in Las Vegas, Gauzy debuted an SPD-SmartGlass side window for the Mercedes S-Class.

 In
January 2023, Research Frontiers, Gauzy Ltd. and their customers showed over 115 thousand attendees at the CES new ways to benefit from
SPD-SmartGlass, at the prestigious automotive West Hall of the Las Vegas Convention Center. Exhibits included cutting edge LCG
 (Light Control Glass) smart glass in applications for passenger vehicles, aircraft and trains, as well as Advanced Driver Assistance
Systems (ADAS) / Camera Monitoring Systems (CMS) for long-body on-road vehicles. Innovative new products co-developed with industry-leading
automotive and technology Tier 1 original equipment manufacturers (OEMs), such as BOS, LG Display, OSG, and Continental, made their North
American debut in Gauzy's booth to demonstrate how Gauzy delivers solutions to help OEMs achieve their goals. CES was not held
in person in 2021 due to concerns about the global pandemic. In January 2022 Gauzy exhibited in the Smart City pavilion at CES various
commercial applications for SPD-Smart film produced by Gauzy including electronically dimmable aircraft windows, dual-zone panoramic
sunroofs, smart projection systems, and information displays that combine transparent OLED and SPD technology to turn windows into high
definition information or entertainment displays that can operate in bright environments and instantly and automatically adjust to changing
light conditions to produce a vibrant high-contrast display.

 In
January 2023, Oliver Zipse, Chairman of the Board of Management and CEO of BMW AG, delivered the opening automotive keynote address at
the CES. During the address, BMW revealed the i VISION Dee vehicle to showcase how the future of mobility can merge the real and virtual
worlds. An integral part of how this was done uses a sophisticated head-up display system utilizing SPD-SmartGlass in the windshield
of the car. The full side and rear glass of the i VISION Dee also uses SPD-SmartGlass to enhance the passenger experience and the integration
of real and virtual environments. BMW's implementation of Gauzy and Research Frontiers technology makes this the first vehicle
to showcase the full extent that smart glass can be utilized in a passenger vehicle for shading, privacy, and transparent displays, with
smart glass being used in all the windows on the front, rear and sides of the vehicle.

 In
June 2022, Research Frontiers announced: "Cool and Coming Soon: Research Frontiers SPD-SmartGlass Technology in Cadillac CELESTIQ
Electric Vehicle." CELESTIQ's full-glass roof is expected to be one of the first to feature a large four-quadrant panel of
SPD-SmartGlass. Using Research Frontiers' patented SPD-Smart light-control technology, each occupant of the vehicle can set their
own level of roof transparency. The driver and front-seat passenger will enjoy a pillar-to-pillar freeform display with active privacy
to help mitigate driver distraction, while rear-seat passengers have personalized entertainment screens. Console screens between seats
in the front and back will separate individualized comfort settings from entertainment displays to minimize distractions. The Cadillac
CELESTIQ will be built on GM's Ultium Platform, the heart of the company's EV strategy. The CELESTIQ will be the first production
vehicle to be built at GM's Global Technical Center.

 In
September 2021, Research Frontiers licensee Gauzy Ltd. and their customers showed at the Munich Auto Show (AIA 2021) SPD-SmartGlass,
including two new products using SPD light control technology: in collaboration with LG Display, a unique automotive information displays
with improved readability and performance, and a SPD-SmartGlass headlight by BMW for its BMWi Vision Circular Showcar. This vehicle utilized
SPD-Smart light-control film that is laminated into automotive thin glazed curved glass. As the all-electric car starts, the SPD glass
in the dynamic shading headlights switches from dark to transparent, revealing headlights that illuminate surroundings. Gauzy also presented
an SPD sunroof with and without invisible segmentation.

 Other
automakers continue to develop and evaluate the use of SPD technology in their windows systems. Such window systems include sunroofs,
side-windows, rear-windows and sun visors. Some automakers and their suppliers have incorporated SPD-SmartGlass in concept vehicles,
with some of these concept vehicles being exhibited at major auto shows:

 March
 2019:

 At
 the 2019 Geneva Auto Show, Mercedes-Benz SLC roadster, SL roadster, S-Class Sedan and Maybach vehicles in serial production were
 presented using the Company's SPD-SmartGlass technology.

 2019:

 At
 least four different companies showcased SPD-Smart products at CES 2019 in the automotive and consumer electronics industries.

 November
 2018:

 Two
 concept electric vehicles debuted at the 2018 Los Angeles Auto Show featured SPD-SmartGlass and were also showcased at various automotive
 and other major industry trade shows during 2019 and early 2020. These two vehicles are scheduled to be in production in 2020.

 At
 various trade shows beginning with electronics 2018 in Munich in November, Texas Instruments demonstrated a control unit reference
 design (TIDA-020013) created to more intelligently and efficiently power SPD-SmartGlass electronically dimmable glass using a standard
 12-volt automotive battery. The interactive demonstration is paired with gesture control to lighten or tint glass with the SPD-SmartGlass
 technology.

 The
 SPD-SmartGlass sunroof application gives occupants more control over the lighting in their car, removes unwanted heat, light and
 glare, and increases the driving range of electric vehicles. It also miniaturizes the electronics package and reduces the cost of
 the entire system to the auto maker, while also improving power efficiency. Engineers can use the TI reference design to accelerate
 their own designs using electronically dimmable glass. The design includes TI's highly efficient power management circuits
 and a 32-bit C2000 real-time MCU to help generate the necessary signal to drive and control substantial surface areas.

 2018:

 A
 number of different companies showcased SPD-Smart products at CES 2018. In the automotive industry, Fisker debuted its new Fisker
 E-Motion with a unique and innovative four-segment SPD SmartGlass roof. In addition to use in its large curved panoramic roof, Fisker
 says that it plans to offer SPD-SmartGlass technology on the side windows of this new electric vehicle.

 Continental
 Corporation ("Continental") also showcased its Intelligent Glass Control system using SPD technology at CES 2018 to demonstrate
 how it makes cars safer, more private and comfortable, lighter and more energy-efficient.

 2017:

 Corning
introduced a concept car that features an SPD-SmartGlass panoramic roof and rear glass at the 2017 Consumer Electronics Show. This large
roof and curved rear glass is made using SPD-SmartGlass light-control film laminated between Corning's Gorilla Glass, a special
chemically-strengthened thin and lightweight glass.

 At
the 2017 Consumer Electronics Show, Continental Corporation ("Continental") showcased an advanced version of its SPD-equipped
vehicle that it originally showcased at the 2016 Consumer Electronics Show. This vehicle has enhanced and more sophisticated electronics,
Continental indicated that its Intelligent Glass Control system increases passenger comfort and lowers CO2 emissions by keeping the interior
of the vehicle cooler. As a result, smaller, more efficient and lighter air conditioning units could be used. Calculations showed a reduction
in CO2 emissions of four grams per kilometer. Continental also estimates that its Intelligent Glass Control system can increase the driving
range of electric vehicles by 5.5%.

 2016:

 Continental
 Corporation showcased its "Intelligent Glass Control" system on a demonstration vehicle at a special event at the Consumer
 Electronics Show (CES) in Las Vegas. This vehicle, a Ford Mondeo station wagon, used SPD-SmartGlass technology to enable the glass
 in all 11 side and rear windows and in the top sun visor portion of the windshield to change its transparency and darken instantly
 through electric control signals.

 March
 2015:

 The
 Lincoln Motor Company, the luxury automotive brand of the Ford Motor Company, introduced the Lincoln Continental Concept car using
 an SPD-SmartGlass electronically tinting sunroof. This Lincoln Continental Concept car featuring SPD-SmartGlass also made its Asian
 debut at Auto Shanghai in April 2015.

 2012:

 BMW
 debuted at the Paris Motor Show its new BMW Concept Active Tourer. This vehicle's entire composite glass roof uses patented
 SPD-SmartGlass technology.

 March
 2012:

 Mercedes-Benz
 debuted at the Geneva International Motor Show its public evaluation of the Limited Edition Viano Pearl. This vehicle displays the
 capabilities and conceptual use of SPD-SmartGlass on the side glass of vehicles from Mercedes-Benz.

 2011:

 Toyota
 debuted its FS Hybrid Concept at the 2011 Tokyo Motor Show in Tokyo, Japan. The FS Hybrid Concept demonstrated the use of SPD-Smart
 technology inside glass.

 2011:

 Audi
 debuted its A2 concept car at the Frankfurt International Auto Show in Frankfurt, Germany. The A2 is an electric-powered passenger
 car equipped with a large SPD-Smart panoramic glass roof.

 3.

 Aftermarket:

 While
the highest volume market for which SPD-Smart technology is being developed is new car production by the world's automakers, the
aftermarket upgrade market also presents opportunities in the automotive market. Research Frontiers licensee American Glass Products
(AGP) is offering its Vario Plus Sky SPD-SmartGlass to the automotive aftermarket as well as to the automotive OEM market for serial
production. In March of 2013, Research Frontiers announced that it had added two new licensees, Tint-It JSC and Advnanotech, both of
whom are targeting the automotive aftermarket in Russia. In May of 2017, Hanamac International Ltd. acquired a license from Research
Frontiers to produce and sell SPD-SmartGlass automotive windows for the South Korean aftermarket.

 In
August 2019, Research Frontiers licensed S o Paulo, Brazil based SER Company to make SPD-SmartGlass primarily for the automotive
armored glass aftermarket in Brazil. SER Company is a Brazilian leader in the development of technologies and solutions for ballistic
cars in the protection and security sector.

 4.

 Recreational
 Vehicles//Motor Homes/Buses and Motorcoaches:

 Most
motorcoach windows use heavily tinted windows to manage excessive light, glare or heat. While this reduces somewhat the time the shade
has to be down, it remains ineffective for many conditions. Also, it limits passengers' experience of views during dusk, nighttime
and dawn hours. This is due to the fact that when outside light levels are low, a heavily tinted window blocks or degrades elements of
the scene outside. During these hours, the high optical clarity of SPD-SmartGlass in the "clear" state eliminates this problem.

 Features
of SPD-SmartGlass electronically dimmable windows ("EDWs") for motorcoaches include:

 Different
 zones of an EDW can be independently controlled.

 All
 EDWs can be controlled centrally with a master control, or automatically with light sensors.

 The
 level of noise in the motorcoach is reduced.

 The
 EDWs automatically turn to the darkest state when the motorcoach engine is off, keeping the interior cooler and offering lower air-conditioning
 consumption and greater energy savings.

 An
 ergonomic SPD-Smart dimmable motorcoach sun visor increases safety.

 The
 electronics are integrated into the EDW, which facilitates OEM and aftermarket installations.

 2022:

 At
the NBAA trade show, Vision Systems discussed their SPD-SmartGlass contracts for transportation vehicles, which includes three recreational
vehicle contracts.

 2020:

Systems exhibited its SPD-SmartGlass technology for the coach marketplace at the UMA Motorcoach Expo in Nashville, TN. Vision Systems
showcased an EDW with integrated information display that provides travel information such as time, temperature, remaining distance to
the next stop, or service availability. Also at the show, Vision Systems' unveiled an SPD-SmartGlass solution for the driver environment
with an ergonomic SPD-Smart dimmable sun visor integrated into the upper part of the windshield, avoiding the need for the driver to
handle a shade, which partially blocks the view.

 2019:

Systems also exhibited its SPD-SmartGlass technology solutions for the coach marketplace at the UMA Motorcoach Expo.

 May
 2017:

 At
 Caravan Salon in Dusseldorf, Germany, premium recreational vehicle supplier Lippert Components, and Knaus, a leading manufacturer
 of leisure vehicles in Europe, both featured the world premiere of dimmable windows using SPD-SmartGlass technology. These electronically
 dimmable smart windows, which dramatically improve the recreational vehicle passenger experience, were supplied by Vision Systems,
 a licensee of Research Frontiers.

 2014:

 Global
 Caravan Technologies, Inc. unveiled the CR-1 Carbon which features the MagicView roof and MagicView windshield with
 SPD-SmartGlass. This special glass, which totals 28 square feet, was jointly developed with Research Frontiers' licensee Vision
 Systems. SPD nanotechnology on this vehicle allows infinitely variable control of privacy between blackout and clear and can be controlled
 by any smart-phone or other smart-devices. In addition to controlling the level of light and glare coming into the RV, the MagicView
 SPD-SmartGlass on RVs offers many other advantages. This technology provides unsurpassed thermal insulation: SPD-SmartGlass substantially
 rejects solar heat from entering RVs through windows. The SPD-SmartGlass achieves its maximum dark state when the RV is parked/turned
 off and no power is consumed.

 2012:

 Systems announced that Notin, manufacturer of motorhomes and campers, selected Visions Systems' Nuance brand of SPD-SmartGlass
 for the skylight of Notin's Angara luxury motorhome. In October 2013 at Busworld 2013, Vision Systems showcased a new sun visor
 using SPD-Smart light-control film technology and a light sensor to automatically and dynamically adjust the sun visor to deal with
 changing light and glare conditions. Vision Systems indicated that it has been working for almost two years with a major automotive
 OEM to test the ease of installation, reliability, design and performance of its new sun visor in real world conditions. It further
 indicated that customer reaction regarding the effectiveness and ease of use of this product has been excellent. The fact that this
 feature can be installed in the aftermarket should bring these benefits to a wider range of drivers.

 5.

 Rail
 Transport:

 2023:

 Prior
 to the CES trade show, Gauzy announced that their newest railway customer, Talgo, a leading Spain-based train OEM, will debut in
 the North American market an IGU (insulated glass unit) smart glass passenger window designed and built by Gauzy and Star Glass.
 With multi-zone technology and capacitive touch on glass controls, these SPD-SmartGlass windows set a new standard for passenger
 personalization and comfort in railway travel, and position Talgo as an early adopter of innovative solutions.

 2022:

 At
 the NBAA trade show, Vision Systems discussed their SPD-SmartGlass contracts for transportation vehicles, which includes three railway
 contracts.

 2022:

 At
 the InnoTrans trade show, Gauzy showcased its SPD T-OLED in cooperation with LG Display, the world's industry-leading manufacturer
 of Transparent OLED, in a railway compliant Insulated Glass Unit (IGU). These use LG Display's state-of-the-art 55" Transparent
 OLED display with Gauzy SPD for high contrast and vibrant advertising and messaging in shifting lighting conditions when SPD is tinted,
 or a transparent window when SPD is on (clear mode).

 Also
 at InnoTrans, Gauzy showed the platinum concept, which Gauzy created for Talgo, the Spain-based railway OEM. They demonstrated a
 segmented SPD railway compliant IGU which allows passengers to instantly dim entire windows or specific areas for precise shading
 that increases visual and thermal comfort.

 Also
 at InnoTrans, Rehau, in collaboration with Gauzy and Research Frontiers, presented as part of the major Deutsche Bahn (DB) "Ideas
 Train" exhibition. This is an SPD-SmartGlass window system for trains, enabling continuously variable shading of carriage windows.
 This DB innovation project demonstrates how continuously variable shading using SPD-SmartGlass technology can raise comfort and sustainability
 to a new level in the trains of the future.

 February
 2020

 In
February 2020, Vision Systems presented its SPD-SmartGlass marine products at the Middle East Rail show in Dubai, UAE, including a multi-zone
SPD-SmartGlass dimmable window, and a dimmable divider with an integrated information display, and a concept of glass partition playing
videos. The multi-zone solution exhibited is an SPD-SmartGlass panel that resembles a digital shade, providing tinting control of a chosen
zone to protect from unwanted light and glare, for improving the passenger experience. Vision Systems also exhibited an SPD-SmartGlass
dimmable divider with an integrated information display that gives travel information such as time, temperature, remaining distance to
next stop, or service availability.

 2018

 Innotrans,
the leading international trade fair for transport technology, was the stage for the world premiere of new EDW solutions using SPD-SmartGlass
technology. AGC and Vision Systems launched their respective latest generations of SPD-SmartGlass EDWs for the rail industry. In addition,
Continental also new electronic control products for SPD-SmartGlass EDWs at the show.

Systems at InnoTrans

 Some
of the products using SPD-SmartGlass for the train industry being showcased this week in Berlin include:

 EDWs
 with integrated control system electronics (on the passenger window EDW itself), for rapid installation in both new train car production,
 and retrofitting existing train cars.

 SPD-SmartGlass
 solutions for the driver cabin, to eliminate glare on the dashboard with side and back window EDWs, and/or SPD sun visors integrated
 into the windshield.

 "Info-Vision"
 window, which integrates an electroluminescent display into SPD-SmartGlass windows. This combines the benefits of the EDW with information
 available directly on the window, such as time to destination, remaining distance, temperature, service options, and train schedules.

 In
addition to the above information, Vision Systems confirmed at Innotrans that it was working on other high-volume train projects with
major commuter train manufacturers and operators.

 AGC
at InnoTrans

 AGC,
a leading Tier 1 supplier of transparencies to the rail industry for over 50 years, is also prominently featuring SPD-SmartGlass EDWs.
In a recent article entitled AGC at Innotrans with smart glass for transportation, it was noted, "AGC's booth will feature
AGC's smart glasses for transportation Wonderlite light control glazing, that switches from clear to dark at the simple
touch of a button." Wonderlite is AGC's brand name for its SPD-SmartGlass EDWs.

 Global
Rail News published an article about Continental at Innotrans, noting, "The level of transparency of the glass can be adjusted
via a control system, which can be programmed to respond to external conditions, such as sensor data on sunlight intensity."

 Continental
at InnoTrans

 Continental
unveiled a number of new innovations, including an intelligent technology for darkening glass panes and a range of individual surface
designs. The 'Intelligent Glass Control' (IGC) system by Continental provides passengers with the flexibility to adjust the
amount of light and the color of their window or other glazed areas to suit their needs. The technology, which was originally developed
for the automotive industry, relies on a film sandwiched between two panes of glass and connected to an electronic control unit (ECU).

 2017:

 Systems announced to the press in September 2017 that it had just signed a contract to supply SPD-Smart Nuance windows for a new
 proposed special Shinkansen bullet train which will be put in service for the 2020 Tokyo Olympics.

 May
 2017:

 AGC
 Asahi Glass announced its light control glass, WONDERLITETM, was adopted for JR East luxury sleeper train, Train Suite Shiki-shima
 ("Shiki-shima"), which began service on May 1. JR East's luxury sleeper train Shiki-shima, conceptualized as a
 train for 'enjoying changes in time and space', has been designed with individualized themes for each compartment. Of
 particular note, the front carriage, containing a special area for enjoying panoramic views of Japan's landscape, has been
 outfitted with WONDERLITETM light control glass, which makes it possible to adjust passing sunlight simply with a switch.

 2016:

 Systems, with its customers/strategic partners, exhibited many different types of SPD-Smart products at InnoTrans 2016. Products
 included:

 (a)

 A
 full-scale train cabin mockup equipped with many SPD-Smart passenger windows

 (b)

 windows with integrated transparent information displays

 (c)

 contrast enhancement filters for displays

 (d)

 windows with multi-zone switching capabilities

 (e)

 Train
 passenger SPD-Smart windows

 (f)

 Aftermarket
 driver cabin SPD-Smart windows

 2014:

 In
 September 2014, Poma (a leading supplier of cable transport systems) showcased at Innotrans 2014 its Cabine H2 cable car. The windows
 in this cable transport vehicle used Research Frontiers licensee Vision Systems' "Nuance" SPD solution. Innotrans
 2014 is the largest international trade fair for rail transport technology with over 160,000 visitors and is held every two years
 in Berlin, Germany. At this fair, Bombardier featured its "FLEXITY 2" tram platform using an electronically dimmable
 window produced by Vision Systems. In addition, AGC, one of the largest producers of flat glass in the world, featured its "WONDERLITE"
 SPD-SmartGlass train window.

 6.

 Armored Glass Market:

 Within
the automotive market, a potentially additional sector is the armored glass market. Armored glass (sometimes referred to as "transparent
armor" and "bullet-resistant glass") encompasses the military, non-military government, and civilian markets. In addition,
SPD-Smart technology in this market not only provides the benefits of light-control and UV blockage, it also enhances security by introducing
darker tints and privacy. A number of the Company's licensees including American Glass Products, Isoclima, and SER are recognized
industry leaders in the armored glass market.

 In
August 2019, Research Frontiers licensed S o Paulo, Brazil based SER Company to make SPD-SmartGlass primarily for the automotive
armored glass aftermarket in Brazil. SER Company is a Brazilian leader in the development of technologies and solutions for ballistic
cars in the protection and security sector.

 7.

 Aircraft Products:

 Multiple
aircraft manufacturers and their selected interiors installers have announced that they have selected SPD-Smart dimmable window products
as standard or optional equipment for their production aircraft:

 Honda
 Aircraft Company:

 The
HondaJet, with first delivery in December 2015, comes with SPD-Smart electronically dimmable windows as standard equipment on all passenger
windows.

 Textron-Beechcraft
 has SPD-Smart electronically dimmable windows as standard equipment on models of its King Air aircraft:

 The
 King Air 250, with first delivery during 2015

 The
 King Air 350i, with first delivery during 2015

 The
 King Air C90GTx, with first deliveries during the first quarter of 2016

 ONE
 Aviation announced the selection of SPD-Smart electronically dimmable windows for its Eclipse 700 platform, production of which is
 now discontinued.

 Epic
 Aircraft's E1000, with first delivery in February 2020, comes with SPD-Smart electronically dimmable windows as standard equipment
 on all passenger windows.

 Airbus'
 ACJ TwoTwenty, the A220 platform for private aircraft, will come with SPD-Smart windows. Airbus, as well as their selected completion
 center Comlux, feature the EDWs in promotional materials. Airbus shipped the first ACJ TwoTwenty to Comlux in January 2022, for the
 installation of the interior.

 In
 October 2022, Daher showcased its TBM 960 aircraft at the NBAA show, which had SPD EDWs. The TBM 960 comes with SPD EDWs as standard
 equipment, which a Vision Systems partner publicly confirmed in February of 2023.

 Dassault
 Aviation:

 The
Falcon 5X was scheduled to come with SPD-Smart electronically dimmable skylights as standard equipment. Subsequently, however, Dassault
announced in December 2017 that it was terminating the Falcon 5X program and announced the launch of a new Falcon program featuring the
same skylight as the Falcon 5X. This aircraft, the Falcon 6X is scheduled to enter into service in 2023.

 In
January of 2024, Gauzy's Vision Systems disclosed their aerospace contracts with OEM and Tier-1 suppliers using SPD-SmartGlass
technology. Gauzy has secured 20 contracts covering a range of aircraft from small to midsize business aircraft like the HondaJet HA-420
and Daher TBM 960, to larger business aircraft including two Airbus ACJ models, various helicopters such as the Airbus Helicopters ACH175,
and commercial aircraft, including a Boeing model.

 Other
aircraft manufacturers and their suppliers continue to develop and evaluate the use of SPD technology in their window systems. Aircraft
manufacturers and SPD product suppliers have incorporated SPD-Smart electronically dimmable windows in mockups, with some of these mockups
being exhibited at major aviation shows:

 February
 2023:

Systems partner Verre Industrie published a news item promoting Vision Systems SPD EDW as standard equipment contract for the Daher TBM
960 aircraft. They noted, "Our partner Vision Systems has entrusted us with the manufacture of several hundred thin glasses X-Lite
for dimmable windows to be fitted in series in Daher TBM 960 aircraft. This success rewards the joint efforts of recent years including
the creation several prototypes before the launch in production."

 2022:

 At
the NBAA aircraft show, Vision Systems discussed their SPD-SmartGlass contracts for transportation vehicles, which includes five helicopter
contracts, eleven aircraft contracts, and one airline retrofit contract.

 June
 2022:

 At
the 2022 Aircraft Interiors Expo, Vision Systems unveiled an "ambiance management system" for commercial and private aircraft.
This system delivers the ideal atmosphere for each passenger with SPD electronically dimmable windows (EDWs), mood lighting, and large
triple-window shades – and all elements of the system can be synchronized to provide an unparalleled passenger experience. Also
at this show, Vision Systems unveiled new SPD EDW innovations, for first class and business class passengers on commercial airlines.
This included a smart glass partition showing messages, images or videos such as traveling information or advertising. When nothing is
displayed, this divider can remain transparent, or opaque (white or dark) to offer privacy between classes.

 April
 2022:

 At
the Sun 'n Fun Expo in Florida, OEM Daher showed its TBM 960, which features EDWs. Aircraft EDWs using SPD technology instantly
and precisely control the amount of light, glare and heat in the cabin.

 2020:

 Airbus
launched the ACJ TwoTwenty business jet, a clean-sheet design aircraft based on Airbus' A220-100, featuring advanced materials
and state-of-the-art technologies that include electronically dimmable windows.

 November
 2019:

Systems unveiled its aircraft and helicopter SPD-Smart solutions at the Dubai Airshow in Dubai, UAE. Among the products presented at
the show were an SPD-Smart electronically dimmable helicopter window, and a multizone SPD-Smart dimmable aircraft window with an integrated
control panel. Vision Systems also unveiled an SPD-Smart partition combining an electronically dimmable system with an information display
based on electroluminescent technology. Whether on windows or dividers, this solution can either be set in transparent or dark mode when
no information is displayed, or show short travel information. The background opacity can then adjust automatically for perfect contrast
and readability.

 April
 2019:

Systems presented its SPD-Smart EDWs at the Aircraft Interiors Expo (AIX) in Hamburg, Germany. Its system delivers important passenger
experience benefits including a cooler and quieter cabin due to remarkable thermal and acoustic insulation. The following chart summarizes
some of the performance advantages highlighted at the show that Vision Systems' SPD-Smart EDWs have over electrochromic EDWs:

 EDW

 EDW

 Switching
 Speed

 0.5
 – 3 Seconds

 Minutes

 Uniform
 Tinting

 Yes

 No

 Heat-Blocking
 When Aircraft on Ramp and Unpowered

 Extremely
 High:

 Switches
 to Darkest State

 Poor
 – Moderate:

 Switches
 to Clearest State

 Noise
 Blocking

 Extremely
 High

 Poor
 – Moderate

 Multizone
 Tinting

 Yes

 No

 Replaces
 Dust Pane

 Yes

 No

 Integrated
 Electronics

 Yes

 No

 Ability
 to Include PDLC Film For Additional Blackout and Privacy

 Yes

 No

 Integrated
 Information Display

 Yes

 No

 Integrated
 Touch Panel

 Yes

 No

 2018:

Systems presented its second-generation SPD-Smart EDWs, branded Nuance V2, with enhanced optics and a lower cost at the NBAA business
aviation show. The solutions on display at Vision Systems' NBAA included:

 Multizone:
 This Nuance V2 solution allows independent control of light and glare through different "zones" of an SPD-Smart EDW,
 to any level of tint.

 Variable
 light control with diffused light / privacy control: This SPD-Smart solution enables instant and precise dimming from clear to very
 dark, plus an opaque white or dark feature for privacy and enjoying soft, diffused daylight through the EDW.

 Interactive:
 Vision System's Info-Vision is the first smart information window integrating SPD-Smart and electroluminescent technologies.
 This economical innovation, for use in windows and cabin dividers, provides passengers with travel and other information right on
 the window. The tint of the Info-Vision EDW can automatically adjust in real-time, providing optimal contrast and readability.

 Cabin
 Divider: The Nuance V2 cabin divider enables adjustable levels of privacy between classes and allows flight attendants the ability
 to view multiple cabins whenever needed.

 April
 2018:

 Fokker
Services, in partnership with InspecTech Aero Service, featured their Element EDW brand of SPD-Smart EDWs at the AIX commercial aviation
show in Hamburg, Germany:

 An
 Airbus A320 mockup was demonstrated, which includes two Element EDWs integrated into a sidewall. The EDWs replace the inboard "scratch
 lens" (the surface closest to the passenger), resulting in benefits including improved optical clarity, and the perception
 of larger windows as the scratch lens panel has a larger surface area than the structural window.

 Fokker
 showcased a Boeing 737 cabin mockup which includes Element EDWs.

 April
 2018:

 At
the AIX show in Hamburg, Vision Systems unveiled the world premiere of Vision System's Info-Vision, the first smart information
window integrating both SPD-Smart and electroluminescent technologies. This economical innovation, for use in windows and cabin dividers,
provides passengers with travel information right on the panel. The tint of the Info-Vision window or divider can automatically adjust
in real-time, providing optimal contrast and readability. Other SPD-Smart EDW solutions from Vision Systems featured at AIX in Hamburg
include:

 Second-generation
 Nuance V2 and Nuance V2 Ultra-Dark: enhanced optics and lower cost.

 Nuance
 Smart-Shell: a retrofit EDW product covering cockpit side windows.

 Nuance
 Energia: a dimmable sun visor integrating a transparent photovoltaic film for self-power.

 2017:

 PPG
Aerospace, in partnership with Vision Systems, launched a new product at the National Business Aviation Association Convention and Exhibition
in Las Vegas, Nevada. Nuance V2 Ultra Clear is a new product responding to the industry requests for aircraft cabin shading systems that
allow for brighter cabin interiors, while providing for more effective shading. This Electronically Dimmable Window (EDW) solution uses
patented SPD-Smart light control technology developed by Research Frontiers.

 July
 2017:

 ONE
Aviation announced the selection of the ALTEOS EDW by PPG for its new Eclipse 700 aircraft. The Eclipse 700 aircraft is an upgraded version
of its Eclipse 500/550. The Alteos EDW utilizes the NUANCE V2 shading product by Vision Systems that uses SPD-Smart light-control technology
from Research Frontiers. As ONE Aviation stated in the announcement, "A priority at ONE Aviation is to maximize ease of use and
passenger comfort. The PPG ALTEOS system provides both with simple and effective control of window shading."

 May
 2017:

Systems and PPG Aerospace announced that they have reached a commercial agreement to work together on developing new applications utilizing
Vision Systems' EDW shading solutions for aircraft. These solutions use Research Frontiers' SPD-Smart EDW technology and
also combine the considerable experience that both PPG Aerospace and Vision Systems have in supplying the aircraft industry with EDW
systems. As stated in their press release, "The agreement provides a framework for PPG and Vision Systems to pursue opportunities
in commercial, regional, military and general aviation applications that capitalize on each company's expertise."

 2016:

 At
the MRO Europe conference Fokker Services, a division of GKN Aerospace, launched "Element EDW," a new electronically dimmable
window system for commercial airliners. Developed in collaboration with Research Frontiers licensee InspecTech Aero Service, this "smart
transparency" controls and manages both beneficial and undesirable outside elements coming into aircraft cabins through passenger
windows.

Systems exhibited SPD-Smart EDWs at Aircraft Interiors Expo Asia and at the National Business Aviation Association (NBAA) Business Aviation
Convention & Exhibition. These products improve the airline passenger experience by controlling light, glare, heat and noise entering
the cabin.

 May
 2016:

 Easier
SPD-Smart EDW control switches from InspecTech Aero Service were featured at the EBACE aircraft show on the newly redesigned King Air
350i and 250 that were on display by Textron-Beechcraft. Also, at EBACE it was reported that the King Air C90GTx (the third King Air
to offer SPD-Smart EDWs as standard equipment) has received FAA certification, and Textron highlighted the improved EDWs on its newly
redesigned aircraft as an important cabin enhancement.

Systems debuted an Acti-Vision interactive aircraft window at the EBACE aircraft show that not only dims but brings the passenger important
information such as flight status, moving map, satellite imagery, and even tourist information about what the passenger is looking at
out the window via a transparent video touchscreen built into the window.

 April
 2016:

Systems introduced a solution for the light and glare issues commonly experienced in aircraft cockpits at the Aircraft Interiors Expo.
Vision Systems' Nuance Smart Shell, using Research Frontiers SPD-Smart EDW technology, is designed for lateral cockpit windows,
which account for a large percentage of light and glare entering cockpits, and are extremely difficult to shade. The Nuance Smart Shell
EDW covers the entire window surface area and brings dynamic solar control to aircraft cockpits – providing automated management
of intense high-altitude light and glare, and protection from harmful UV radiation.

 April
 2015:

Systems demonstrated its Nuance Touchless SPD-Smart EDW at the 2015 Aircraft Interiors Expo in Hamburg, Germany. The new system allows
passengers to use gestures, much like those used to operate a smart phone, to control the tint of their aircraft windows, but without
ever having to touch the window or any other aircraft interior component.

 Isoclima
showcased its CromaLite brand of SPD-Smart electronically dimmable windows at the Aircraft Interiors Expo in Hamburg, Germany.

 March
 2015:

Systems unveiled its SPD-Smart Opti-Visor electronically dimmable sun visor for the aircraft market at the Helicopter Association International
Heli-Expo in Orlando, Florida.

 2014:

 At
the 2014 MEBA show in Dubai, U.A.E., Vision Systems unveiled a new generation of its Energia photovoltaic autonomous SPD-Smart dimmable
window – the new product is capable of producing more energy than the prior generation.

 2014:

 Epic
Aircraft featured SPD-Smart windows in the mock-up of its upcoming E1000 aircraft. The mock-up was unveiled at 2014 NBAA in Orlando,
Florida.

 May
 2014:

 At
the 2014 EBACE show in Geneva, Switzerland, Vision Systems unveiled a new SPD-Smart dimmable window product that offers passengers the
ability to independently control the tint of different "zones" within the same window. At the same show, Vision Systems announced
an improvement in the optical performance of its Nuance SPD-Smart dimmable windows – a product offering wider amplitude between
clear and dark.

 April
 2014:

 BAE
Systems featured SPD-Smart electronically dimmable windows in its cabin management system mock-up at the 2014 Hamburg Airshow. The windows
can be controlled by the BAE system.

 Vaupell
featured an SPD-Smart electronically dimmable window in its commercial airliner window assembly at the 2014 Hamburg Airshow.

 2013:

 At
the 2013 AIX Americas show, Vision Systems' strategic partner Vaupell announced they are offering the industry a complete SPD-Smart
light-control window system – Vision Systems' SPD-Smart Noctis window and control system, integrated with Vaupell's
window assembly. This product offering was showcased at Vaupell's AIX Americas booth. Vision Systems and Vaupell entered into a
strategic partnership to develop and offer SPD-Smart Noctis and Nuance windows to OEMs, including Vaupell's longstanding customer
Boeing.

 At
the 2013 NBAA, Vision Systems unveiled Energia – the world's first self-powered dimmable window for aircraft cabins. Energia
adds the many practical, technical, and financial benefits of solar power to the instant switching speed, wide range of light transmission,
and relief from light, glare and heat that SPD-Smart aircraft windows already provide. Energia operates without using the aircraft's
electrical system because it integrates a transparent photovoltaic layer that is capable of producing its own energy – from the
sun, or from artificial light sources. Energia facilitates the installation of dimmable windows on new production and aftermarket aircraft.
It is completely independent of the cabin's wiring, and no modifications to the aircraft's existing electrical system are
required. Energia was developed in collaboration with Sunpartner Technologies, Vision Systems partner and the inventor and manufacturer
of the transparent photovoltaic panel. In March 2014, Vision Systems announced that Energia had been selected as a finalist in the prestigious
2014 Crystal Cabin Award.

 June
 2013:

 At
the Paris Air Show, Vision Systems announced it will open its first-ever U.S. SPD-SmartGlass factory, investing nearly $1.2 million in
capital expenditures to serve customers with strong U.S. operations. The new factory was highlighted by Florida Governor Rick Scott and
Vision Systems President and CEO Carl Putman, with Research Frontiers President and CEO Joseph M. Harary and others in attendance for
this special announcement. This announcement of a further expansion to the United States indicates an acceleration of existing and projected
business in North and South America where major aircraft OEMs and customers of Vision Systems are located, including HondaJet and Gulfstream.

 May
 2013:

 Eurocopter
featured SPD-Smart windows, and SPD-Smart cabin partitions, in the mock-up of its EC175 helicopter. The mock-up was unveiled at EBACE
2013 in Geneva, Switzerland.

 April
 2013:

Systems debuted its new SPD-Smart window with integrated electronics and controls directly on the window at the 2013 Hamburg Air Show.
Developed with strategic partner Vaupell, a world leader in the production of aircraft interior subassemblies for commercial aerospace
applications, it became the first dimmable window with integrated electronics and control panel directly on the aesthetically attractive
window reveal.

 2012:

 Honda
Aircraft Company featured HondaJet SPD-Smart cabin windows at the 2012 National Business Aviation Association (NBAA) Annual Meeting &
Convention. The HondaJet's passenger windows will use SPD technology as standard equipment. SPD-Smart Nuance windows for the HondaJet
went into production at Vision Systems' new Melbourne, Florida factory.

 InspecTech
announced enhancements to its electronics architecture used to control its iShade to enable the SPD-Smart electronically dimmable windows
to switch to their clearest state in the event of a power loss – that was a request made by certain OEMs. InspecTech's iShades
now offer "the best of both worlds" - when unpowered on the ramp, the windows automatically switch to their darkest, maximum
heat-rejecting state, and when in the air, they instantly switch to the clear state in the event of a loss of power.

 InspecTech
announced improvements to its iShadeiQ including a higher light transmission, greater contrast ratio, unprecedented optical clarity,
superior acoustic and thermal insulation properties, and lighter weight.

 March
 2012:

 At
the 2012 Aircraft Interiors Expo in Hamburg, Germany, Isoclima S.p. A. announced that Isoclima's CromaLite brand of SPD-Smart aerospace
windows made its world premiere. CromaLite is Isoclima's SPD-Smart solar control glazing product and enables users to efficiently
control the transmitted solar radiation in both the visible and the solar range. Dr. Alberto Bertolini, Executive Director of Isoclima,
commented: "Our CromaLite brand of SPD-Smart window offers many valuable light-control benefits: instant shading, glare control,
UV rejection, the desire for passenger comfort, and keeping aircraft cool when they are on the ground. We are very excited by the reactions
we have received from OEMs and cabin designers who are here at the Aircraft Interiors Expo and are excited about our growing portfolio
of SPD-Smart CromaLite solutions for the transportation and architectural markets."

Systems announced that the company has invested over $750,000 to expand its existing factory in France to add a production facility dedicated
to the manufacture of its SPD-Smart Nuance and Noctis aerospace and transportation windows and cabin dividers.

 November
 2011:

 Bombardier
Aerospace featured SPD-Smart aircraft windows in its CSeries aircraft cabin mock-up at the 2011 Dubai Airshow, equipping the business
class windows in its mock-up with SPD-Smart aerospace windows.

Systems exhibited its Nuance and Noctis brands of SPD-Smart aircraft cabin windows at the Dubai Airshow in Dubai, United Arab Emirates.
Nuance and Noctis SPD-Smart aerospace windows offer instant and precise light-control at every level which provides OEMs and private
aircraft owners a solar protection solution that enhances flying comfort and supports fuel efficiency. These electronically dimmable
aircraft and helicopter window shades and cabin dividers are impact-resistant, completely silent, available in flat and curved surfaces,
and can be controlled by the cabin management system or by passengers. Vision Systems' Noctis SPD-Smart product line offers enhanced
blackout solar protection and complete privacy. Also, at the November 2011 Dubai Airshow, Vision Systems announced that Bombardier Aerospace
was featuring Vision Systems' SPD-Smart aircraft windows in Bombardier's CSeries aircraft cabin mock-up. Bombardier equipped
the business class windows in its mock-up with Vision Systems' SPD-Smart Noctis aerospace windows. Developed for the 100- to 149-seat
market segment, the CSeries family of aircraft is Bombardier's all new mainline transport solution.

 April
 2011:

 InspecTech
announced a new model of its SPD-Smart iShade window, branded iShadeiQ. This model, in addition to the light, glare and heat control,
also reduces noise levels in the cabin.

 Key
performance requirements for aircraft light-control windows:

 Level
 of darkness:

 Solar
 radiation onboard aircraft is extreme and requires a dimmable window that creates an environment dark enough for passengers to sleep,
 even during daylight hours. Research Frontiers licensees now offer SPD-Smart windows that can be set to block over 99.96% of incoming
 light, to meet the needs of OEMs and their customers.

 Switching
 speed:

 Whenever
 a passenger wants relief from glare, SPD-Smart aircraft windows offer immediate response. Due to instant switching, an infinite number
 of light-transmission states can be selected by the passenger or flight crew, from clear to blackout, and any level of view-preserving
 tint in between.

 Heat-blocking:

 Aircraft
 cabins can become hot when the aircraft is parked because of solar heat streaming through windows. The result is an uncomfortably
 warm cabin upon boarding or the need to use jet fuel or auxiliary power units before boarding to cool down the cabin. SPD-Smart aircraft
 windows automatically switch to their maximum heat-blocking state, even when the aircraft is parked unpowered, and the cabin remains
 cool.

 Additional
challenges stated by OEMs and their customers that have been successfully met by SPD-Smart dimmable aircraft windows include:

 Noise-blocking:
 the ability to reduce the amount of noise transmitted through windows

 Curved
 shapes: the ability to offer curved windows to meet interior design needs

 Weight-reduction:
 the ability to fabricate dimmable windows using lightweight plastics and thin chemically strengthened glass

 FAA
 and EASA certification: the ability to demonstrate full compliance with all FAA and EASA requirements

 8.

 Architectural Products:

Frontiers and its licensees are currently working with multiple architectural customers to introduce SPD-Smart products including windows,
skylights, partitions and doors. The architectural markets for these products are highly fragmented and in general have a high sensitivity
to price. In the near term, the Company expects SPD-SmartGlass products primarily will be commercialized in specialty applications and/or
sectors that value its distinctive performance attributes including fast switching speed regardless of window size, a very wide range
of visible light transmission, infinite light-control between its dark and clear states, and availability in unusual shapes and sizes.
Research Frontiers' end-product licensees in this sector include industry leaders such as: American Glass Products (AGP), Asahi
Glass, CricursaCristalesCurvados, Gauzy, Glatic, Innovative Glass, Isoclima, LTI SmartGlass, NSG UMU Products Co., Ltd Prelco, Isoclima,
Smartglass International and Traco (a business unit of Alcoa).

 In
December 2019, Research Frontiers licensed Seoul, South Korea based Glatic Co., Ltd. to produce and sell SPD-SmartGlass smart windows
for the South Korean architectural market.

 In
January 2017, Research Frontiers and NSG UMU Products Co., Ltd. announced that UMU Products has acquired a license from Research Frontiers
to produce and sell SPD-SmartGlass architectural intelligent products throughout the United States, Canada, Mexico, Japan, the People's
Republic of China and Taiwan. The non-exclusive license grants UMU Products, a subsidiary of world-leading glass manufacturer Nippon
Sheet Glass, the right to manufacture and sell SPD-SmartGlass products including windows, doors, solar shading screens, curtainwalls,
skylights and other intelligent smart glass architectural products.

 In
September 2016, Smartglass International announced that its Solar SmartGlass brand of SPD-SmartGlass has been selected for both new construction
and retrofit projects. An example of a retrofit project is the University of Edinburgh's historic McEwan Hall. The interior of
this hall, built in 1897, is being refurbished. In an article on the Smartglass International website, the company indicates that its
Solar SmartGlass " will be retrofitted to the internal building walls to protect the beautiful paintings and features for
many more years to come. The glass will increase the functionality of the space by allowing instant control over the amount of light
entering the hall. Smartglass International will create bespoke solar switchable panels that will be fitted inside each of the 13 circular
oculi, each more than 2 meters in diameter."

 At
its annual stockholders meeting in June 2015, Research Frontiers announced a small strategic investment in Zuli Inc. a manufacturer of
smartplugs. At this meeting, Joseph Harary demonstrated how the ZuliSmartplug integrates with SPD SmartGlass products. Mr. Harary indicated
that "Using a ZuliSmartplug, you can walk into a room with your smartphone, and have the lights automatically turn on, temperature
adjust, and the glass in your windows instantly go from an energy-saving dark tint, to clear so you can see the magnificent views outside
your home. Now, walk into another room and have those lights and windows adjust too, while the ZuliSmartplug automatically shuts off
your devices in the room you left to save energy."

 In
March 2015, Research Frontiers' patented SPD-SmartGlass technology was selected as the exclusive smart glass for the USA Pavilion
at this year's World's Fair, Expo Milano 2015 from May through October 2015. The USA Pavilion 312 large panels of SPD-SmartGlass
manufactured under license from Research Frontiers by Isoclima S.p. A. Each panel measures approximately 1 meter by 3 meters, making the
total surface area in the roof more than 10,000 square feet. This is the largest known installation of smart glass in the world for a
roof application and was seen by over six million people.

windows, skylights, doors and partitions offer various benefits in architectural applications. During 2009, independent tests were conducted
by DSET Laboratories, a division of Atlas Material Testing Technology, in accordance with ASTM and ASHRAE testing and calculation protocols.
These test results demonstrate that SPD-Smart windows have excellent solar heat rejection and control capabilities. In January 2011, a
study published by the Department of Engineering at the University of Cambridge concluded that SPD-Smart light-control windows are exceptionally
energy efficient, reducing solar heat gain by as much as 90%. The Cambridge study indicated that the real-world testing "confirms
theoretical predictions that SPD glass holds great energy saving potential and is a technology that can really help to reduce energy
wastage of glass facades." In addition to SPD-Smart technology, the Cambridge study discussed alternative dynamic glazing technologies
that could be used in windows (e.g., electrochromics) and reported that SPD-Smart technology did not have the disadvantages that limited
the potential of these alternative technologies. For example, the study cited that an electrochromic window that is 2.4 square meters
can take up to 30 minutes to change from clear to dark.

 In
November 2011, Research Frontiers' licensee Innovative Glass Corporation was awarded two 2010 Crystal Achievement Awards for its
smart window product line using our SPD-Smart light-control technology. In October 2010, its SPD-SmartGlass product was awarded WFX's
(Worship Facilities Conference & Expo) New Product award for Best Building System Material Product/Window. Innovative Glass has completed
or is working on a variety of SPD-SmartGlass projects in the commercial, residential and institutional markets. Innovative Glass also
periodically exhibits its SPD-SmartGlass architectural products at Glass Expo Northeast in Hauppauge, New York. Glass Expo Northeast
is the region's largest conference and trade show dedicated to the architectural glass and metal industry.

Frontiers licensee SmartGlass International has announced completion of several high visibility SPD-SmartGlass installations. During
February 2012, the company announced installation of SPD-SmartGlass at CERN, the European Organization for Nuclear Research, which is
one of the world's largest and most respected centers for scientific research. SmartGlass International installed SPD-SmartGlass
in CERN's Globe of Science and Innovation that will house a permanent exhibition and is intended to serve as a venue for a wide
range of activities, conferences and other events, In February 2011, SmartGlass International announced it supplied retrofit SPD-SmartGlass
to five London television studios of the Associated Press. The SPD-SmartGlass used in these projects harvests daylight when it's
needed, improves occupant comfort by providing controllable solar shading during peak light conditions, and preserves views. Just prior
to this installation, it was announced that SmartGlass International installed retrofit SPD-SmartGlass panels at the set of "Daybreak,"
the breakfast anchor program from ITV, one of the UK's largest commercial television networks.

 In
2014, Research Frontiers added Teknoglass Solutions LLP and Diamond Glass. Teknoglass Solutions LLP acquired a license from Research
Frontiers Inc. to make and sell SPD-SmartGlass architectural smart window products in the United Kingdom and Republic of Ireland. Diamond
Glass acquired a license from Research Frontiers Inc. to make and sell SPD-SmartGlass architectural smart window products throughout
Europe. In November 2013, Research Frontiers announced that it had a new licensee, MDV, who is targeting the architectural market in
Brazil. In March of 2013 Research Frontiers announced that it had added two new licensees, Tint-It JSC and Advnanotech, both of whom
are targeting the architectural market (in addition to the automotive aftermarket discussed previously) in Russia.

 9.

 Marine Products:

Frontiers and its licensees are currently working with marine customers to introduce SPD-Smart products including windows, doors and
partitions. When our patented SPD-Smart light-control technology is used in yacht windows and other products, users can quickly and precisely
control and "tune" the amount of light, glare and heat coming through their windows, while preserving their view. Diamond
Sea Glaze Manufacturing commenced marketing activities for products using SPD technology during the second quarter of 2011 but did not
renew its license for SPD-SmartGlass technology for the marine market which terminated at the end of December 2017.

 In
January of 2024, Vision Systems disclosed their marine contracts with OEM and Tier-1 suppliers using SPD-SmartGlass technology,
noting that they have nine contracts for sailing yachts, motor yachts, and cruise ships.

 In
October 2022, at the NBAA trade show, Vision Systems discussed their SPD-SmartGlass contracts for marine platforms, which includes three
sailing yacht contract, four yacht contracts, and two cruise ship contracts.

 In
June 2019, Vision Systems exhibited at the Cruise Ship Interiors Expo in Miami, Florida. Building upon its expertise in dimmable shading
systems, Vision Systems exhibited its Electronically Dimmable Windows (EDWs) for solar protection and privacy, including a curved dimmable
solution, a complete privacy solution, and a multizone Electronically Dimmable Window with integrated information display. Vision Systems'
innovative solutions make it possible to eliminate shades that clutter up the space, block the view and require regular maintenance.
They also allow for a solar protection on windows where shades could not, or be difficult, to be installed.

 In
October 2016, Vision Systems announced at the Monaco Yacht Show and 2016 IBEX new relationships for offering SPD-SmartGlass products
with Taylor Made Systems, ProCurve Glass, and Yachtglass. In addition, the Monaco Yacht Show hosted the world premiere of the "Edition
1" model of the "ARROW460 – Granturismo," which has SPD-Smart dimmable glazing products throughout the Silver
Arrows Marine motor yacht supplied by Vision Systems and designed by Mercedes-Benz Design.

 In
November 2015, Silver Arrows Marine in conjunction with Mercedes-Benz Style (a design arm of Mercedes-Benz) unveiled a new yacht called
the ARROW460 – Granturismo featuring an SPD-SmartGlass electronically dimmable roof. The roof, which is supplied by licensee Vision
Systems, will be able to be electrically risen, creating a "glass pergola" effect on the yacht. First customer deliveries
of this production yacht are planned to start in early 2016. Vision Systems presented its products at the 2015 Marine Equipment Trade
Show in Amsterdam in November 2015 and at the Monaco Yacht Show in September 2015.

 In
November 2013, Hatteras Yachts unveiled its new flagship motor yacht, the 100 Raised Pilothouse with dual SPD-SmartGlass skylights in
the galley as standard equipment at the 2013 Fort Lauderdale Boat Show.

 In
February 2013, licensee Isoclima demonstrated its VebLite brand of SPD-SmartGlass for marine applications at SEATEC 2013 in Italy. SEATEC
is a leading international exhibition of technology and design for boats, megayachts and ships.

 In
November 2012, licensee Isoclima exhibited its VebLite brand of SPD-SmartGlass for marine applications at the Marine Equipment Trade
(METS) Show 2012 in The Netherlands. VebLite is Isoclima's SPD-Smart solar control and privacy glazing product that functions like
a venetian blind. It has multiple segments that provide instantly customizable shading fully controlled by the passenger that can be
operated individually to create the effect of a shade being raised or lowered or moved to the side. This precisely controls where incoming
heat and glare enter a yacht or boat through a window or rooflite, and also controls privacy levels.

 In
addition to exhibiting its SPD-Smart marine products at METS 2012, licensee Vision Systems' SPD-Smart Nuance dimmable marine window
was named the category winner in the prestigious METS 2012 Design Award METS (DAME) competition for interior equipment, furnishing, materials
and electrical fittings used in cabins. DAME is considered the world's most prestigious design competition for new marine equipment
and accessories. In METS' news release about the DAME award, it was noted "The Jury felt that Nuance is a major innovation
that will benefit designers and owners greatly - with comparatively little increase in cost."

 In
October 2011, Cheoy Lee Shipyards unveiled the Alpha 76 Express, its most advanced production yacht, which is fully equipped with the
latest yacht design features including SPD-SmartGlass supplied by Research Frontiers licensee Diamond Sea Glaze. The Alpha has approximately
150 square feet of SPD-SmartGlass at various places throughout the vessel and it is the first large-scale production yacht to make such
extensive use of SPD-SmartGlass. In October 2012, Cheoy Lee Shipyards exhibited two yachts – the Alpha 76 Express and the Alpha
76 Flybridge – at the 2012 Fort Lauderdale International Boat Show with SPD-SmartGlass.

 10.

 VariGuard
 SmartGlass:

 In
May 2013, Research Frontiers announced the formation of its VariGuard SmartGlass business unit. This business unit allowed the Company
to directly address market opportunities for SPD technology outside the scope of its current license agreements or the focus of its licensees.
VariGuard SmartGlass was a developmental activity for the Company and its revenues are currently immaterial relative to the Company's
licensing activities.

 The
VariGuard SmartGlass business unit marketed and sold SPD-Smart products directly to customers for specialty uses such as the protection
of artwork and light-sensitive documents in museums and private collections. The business uses an optimized fabrication designed specifically
for its exhibition panels. The production of these panels is outsourced to current licensees that have experience producing SPD laminates.

 Excessive
light-exposure is a leading cause of irreversible damage to many precious objects, particularly works on paper, textiles and watercolor.
Presently, no display system is able to provide these artifacts with any protection against visible light damage. VariGuard SmartGlass
provides the world's first and only display panels that limit an artifact's light-exposure only to when the artifact is being
viewed. This provides unequalled protection for light-sensitive artifacts by substantially reducing an artifact's overall lux-hour
exposure when compared to conventional display panels.

 VariGuard
SmartGlass marketing and exhibition activities include:

 2018: In an inauguration ceremony presided over by the King and Queen of Sweden, the country's Nationalmuseum reopened after
 a five-year $132 million renovation. The Nationalmuseum selected ArtRatio's display case, engineered using VariGuard SmartGlass,
 to allow visitors to experience these objects while at the same time providing unprecedented protection against irreversible damage
 from exposure to light.

 Some
of the works being protected by the ArtRatio display case include:

 Book
 of Hours, St. Christopher carrying the Christ Child, watercolor and gold on parchment, Spain, c1400.

 Book
 of Hours, Arrest of Christ, watercolor and gold on parchment, France, c1500.

 Ivory
 object, Christ on the Cross, France, c1350.

 Book
 of Hours, St. Catherine and Kneeling Donor, watercolor and gold on parchment, Netherlands, c1430.

 Book,
 The Hours of Giraldi-Guicciardini: The Rising of Lazarus; Death Carrying a Scythe; 1500-1525, Watercolor, gold on parchment, Italy.

 Many
objects in the collection date from the Middle Ages and are highly susceptible to permanent damage from exposure to UV, visible and infrared
light.

 Nationalmuseum
Comments:

 " The
ArtRatio smart glass table works wonderfully, does its job of protecting our manuscripts and looks great in the room as well!"
 Carina Pia Fryklund – Curator, Department of Prints and Drawings, Nationalmuseum

 "With
VariGuard SmartGlass we can now show very light sensitive illuminations in a gallery where we also let daylight coming in." Joakim
Werning – Exhibition Designer, Nationalmuseum

 2018: VariGuard SmartGlass showcased its SPD-SmartGlass products at the West Coast Art and Framing Expo at Omega Moulding's
 booth #431.

 2017: To raise awareness of the unprecedented benefits of VariGuard SmartGlass, the Company has launched an advertising campaign
 targeting the display case and custom framing industries. The first phase of the campaign utilizes publications from leading conservation
 institutions in the US (Journal of the American Institute of Conservation) and the UK (Institute of Conservation) as well the leading
 institution for the picture framing industry (Picture Framing Magazine).

 May
 2017: VariGuard SmartGlass showcased its SPD-SmartGlass products at the 45 th annual meeting of the American Institute
 for Conservation of Historic and Artistic Works (AIC) in Chicago at booth #107.

 2015: The Church History Museum, operated by The Church of Jesus Christ of Latter-day Saints, installed 22 exhibit cases containing
 VariGuard SmartGlass panels to protect light sensitive documents and artifacts. VariGuard panels provide a better viewing experience
 (by allowing substantially higher gallery illumination levels), while simultaneously reducing damaging visible light-exposure to
 artifacts.

 August
 2015: The Smithsonian's National Postal Museum selected VariGuard SmartGlass panels to protect the 1856 British Guiana One
 Cent Magenta, the world's most famous rare postage stamp.

 May
 2015: VariGuard SmartGlass exhibited its products at the American Institute for Conservation of Historic and Artistic Works ("AIC")
 43 rd annual meeting in Miami, FL. Seth Van Voorhees, President of the VariGuard SmartGlass business unit commented: "Our
 display panels offer the highest level of protection against UV and visible light damage in the industry and they are being used
 in cases, frames and wall cases to protect various light sensitive artifacts in museums internationally. Reinforcing the benefits
 of VariGuard panels and how they limit light exposure, the Smithsonian National Postal Museum presented a paper at this meeting entitled
 "(Year of Light) Lighten Up: Enhancing Visitor Experiences," which will discuss the positive impact that VariGuard panels
 have in protecting valuable artifacts and enhancing the visitor experience.

 2015: VariGuard SmartGlass exhibited its display panels at a Washington Conservation Guild meeting focused on innovative new conservation
 technologies at the Smithsonian Institution's S. Dillon Ripley Center in Washington, DC.

 November
 2014: VariGuard SmartGlass was invited to present at a meeting of the Washington Conservation Guild which was entitled: "Outsmarting
 Light: SmartGlass Technology in Exhibitions". At this meeting, results of the light conservation benefits of its light control
 panels at the National Postal Museum were reported. This study quantified the dramatic reduction (>86%) in light exposure that
 artifacts experienced in cases using VariGuard SmartGlass display panels versus traditional glass display panels.

 June
 2014: VariGuard SmartGlass business unit announced that the Smithsonian's National Postal Museum will use VariGuard SmartGlass
 panels based on SPD-SmartGlass technology at the "Behind the Badge" exhibition in Washington, DC. This exhibit showcases
 the work of one of the nation's oldest federal law enforcement agencies and VariGuard panels are featured in display cases
 that showcase historic light-sensitive artifacts.

 2014: VariGuard SmartGlass announced that Omega Moulding will distribute its patented light control SmartGlass products for frames
 and display cases in the United States and Canada. That month Omega Moulding showcased the benefits of VariGuard SmartGlass products
 at the 15 th Annual West Coast Art and Frame Expo and National Conference in Las Vegas, NV.

 May
 2013: VariGuard SmartGlass featured its panels in several framing applications at Museum Expo 2013 at the Baltimore Convention Center
 in Baltimore, MD.

 On
March 14, 2019, the Company suspended its VariGuard SmartGlass business unit activities. Instead, the Company licensed a new entity to
pursue the business opportunities previously pursued by the Company's VariGuard SmartGlass business unit. This new licensee continues
to use the VariGuard SmartGlass name. The non-exclusive license grants this new licensee the right to manufacture and sell: (i) SPD-SmartGlass
products used in panels, frames, cases, wall cases, appliances or other similar products to protect light-sensitive documents, artwork
or other objects, (ii) SPD-SmartGlass products used in panels, frames, cases, wall cases, appliances or other similar products to provide
"hide and reveal" functionality, and (iii) SPD-SmartGlass products used in a medical device to provide control and management
of visible light.

 More
information about VariGuard SmartGlass can be found on its independent website at www. VariGuard.com.

 Marketing
Activities and Licensee Support:

 In
addition to supporting the efforts of its licensees, the Company also recognizes the need to develop the SPD industry as a whole. As
such, the Company continues to plan and execute complementary programs that build awareness and interest in smart glass generally and
demand for SPD-Smart products specifically. In the last several years, these programs included presentations at various general industry
conferences, participation in panel presentations and discussions hosted by academia, development of trade association educational materials,
and presentations to architects, designers, and other influential specifiers.

 In
January 2020, the Company and Gauzy presented at the CES in Las Vegas the benefits of SPD-SmartGlass for the automotive, architectural
and consumer electronics industries. Some examples on display were automotive sunroofs that could be controlled electronically with a
variety of control systems including smart speakers, high definition and projection displays. The use of SPD-SmartGlass technology enhances
the clarity and vibrancy of displayed images, and when used to control the tint of automotive windows, sunroofs and sun visors, reduces
heat, light or glare on demand or automatically. This can increase the driving range of electric vehicles by up to 5.5% and reduce CO2
emissions by up to four grams per kilometer and reduce air conditioner compressor sizes by 40%.

 In
February 2019, Research Frontiers and its licensee Gauzy rang the opening bell at the Nasdaq Market Site in Times Square to announce
Gauzy's new SPD-Smart light control film factory in Stuttgart, Germany. In early December 2019, Research Frontiers, Gauzy and executives
from the automotive and architectural smart glass industries, invited guests and government officials, celebrated the opening of Gauzy's
new state-of-the-art production facility in Stuttgart, Germany. In May 2019, Research Frontiers presented the benefits of SPD-SmartGlass
to the Automotive Industry at the 5 th International CTI Automotive Glazing USA conference in Novi, Michigan. In March 2019,
the Company presented the benefits of SPD-SmartGlass to the Automotive Industry at the Automotive Glazing Summit in Berlin, Germany.
Both of these presentations focused on a real-world analysis of the use, benefits and reliability of SPD-SmartGlass in automotive and
other glazings. SPD-SmartGlass technology, which allows users to instantly vary the tint of glass or plastic, is currently being used
in the automotive, aircraft, marine, architectural, museum and consumer electronics industries.

 In
2018, the Company was invited to speak at the 12 th International CTI Conference – Automotive Glazing Europe and at the
3 rd Annual 2018 Disruptive Growth & Healthcare Conference on the subject of disruptive automotive technologies. In 2017
and 2016, the Company participated in clean tech, emerging growth and automotive glass conferences in Europe, and during 2016 the Company
presented at the Autonomous Vehicle Interior Design & Technology Symposium in Novi, Michigan and was the keynote speaker, and event
chairman, at the annual CTI Automotive Glazing USA Conference in Rochester, Michigan.

 The
Company's market development department has a number of other initiatives in place. To help guide and prioritize its technical
and marketing investments, the Company periodically retains outside strategic marketing and other consultants to help generate increased
short- and medium-term market penetrations for each of the major markets for the Company's light-control technology, and to provide
support and guidance to the Company's licensees worldwide.

 The
Company has emerged as a leading resource for market research information on the subject of smart glass. Research Frontiers lectures
and presents at industry conferences in areas of energy efficiency, daylight harvesting and sustainability. The Company has published
independent test data about SPD-SmartGlass, shared the results of its research studies and test data with industry and the media, posted
various reference materials to the Company's website for global dissemination, and published presentations, data and bylined articles.

Frontiers maintains an active role with various standards-setting organizations, including ASTM International, which has an active committee
developing standards for smartglass.

 In
addition to Research Frontiers providing overarching support of licensees' sales efforts by developing the SPD industry as a whole,
leveraging its prominence as a leading resource on the topic of smart glass, and maintaining an active role with standards organizations,
Research Frontiers also supports licensees' marketing and sales efforts directly. Activities include advising and assisting with
branding strategies and advertising campaigns, website development and other marketing materials, joint presentations to prospective
customers, and additional support. As a focal point of interest in smart glass, resulting in many consumer and business inquiries, Research
Frontiers has an active referral program to generate customer leads for its licensees.

 As
part of this mission to develop the industry and to support our licensees' acquiring SPD projects, Research Frontiers completed
the construction of the SPD-SmartGlass Design Center. This Center is also configured as an interactive and energy-efficient "smart"
executive office and conference room and is located at the Company's corporate headquarters in Woodbury, New York. The SPD-SmartGlass
Design Center features leading-edge SPD-Smart windows of different sizes (some floor-to-ceiling) and framing materials. It has a multi-functional
electronic controller system for manual, remote, and automatic SPD-SmartGlass switching, and windows that can be controlled remotely
over the internet or using a smart phone. This interactive area also contains other types of smart glass, such as those using liquid
crystal and electrochromic technologies, allowing users to operate and experience first-hand the differences in performance characteristics
of different types of smart glass. Additional showcases of SPD-SmartGlass are being established in other geographic locations to make
it convenient for even more people to experience the benefits of SPD-SmartGlass technology.

Frontiers' Design Center is the only known public forum where designers, specifiers and end-users can compare performance between
SPD-Smart technology and products using other light-control technologies. Research Frontiers believes that the growth of the smart glass
industry will accelerate as more information is made available through direct comparisons. Research Frontiers believes that SPD products
will be strongly preferred over competing technologies once a direct comparison is available to potential buyers. Research Frontiers
continues to encourage its competitors to participate in public forums where consumers of electronically tintable products can see the
relative performance of products that are available.

 Licensees
of Research Frontiers:

 The
Company's licensees are currently categorized into four main areas: materials for making films (emulsions), film, lamination of
film to glass or plastic, and end-products. Emulsion makers produce and combine the necessary materials (i.e., SPD particles and various
liquids and special polymers) from which SPD-Smart films are made. The film makers coat a thin layer of emulsion between two sheets of
plastic film, each of which has a transparent conductive coating. This emulsion is then partly solidified to form an SPD film that allows
users to control the amount of light, glare and heat passing through this film. The end-product licensees then integrate this film into
a variety of SPD-Smart products or make electronic systems to control such SPD-Smart products. Some of these end-product licensees do
their own lamination of the SPD light-control film to glass or plastic, and some outsource this lamination to other companies. The names
of Research Frontiers' licensees, and the year that their license agreements were entered into, are available on the Company's
SmartGlass.com website and with its filings with the Securities and Exchange Commission.

 Licensees
of Research Frontiers that incorporate SPD technology into end-products will pay Research Frontiers a royalty of 10-15% of net sales of
licensed products under license agreements currently in effect and may also be required to pay Research Frontiers fees and minimum annual
royalties. Licensees that sell components (such as SPD emulsion or film) or lamination services to other licensees of Research Frontiers
do not pay a royalty on such sale or service, and Research Frontiers will collect a royalty from the licensee incorporating these components
into their own SPD-Smart end-products. Research Frontiers' license agreements typically allow the licensee to terminate the license
after some period of time and give Research Frontiers only limited rights to terminate before the license expires. The current licensees
of Research Frontiers are listed on the Company's website, and licenses granted by the Company are non-exclusive and generally
last as long as Research Frontiers' patents remain in effect. Due to their bankruptcy filings or other termination of their general
business activities or for other reasons, the Company does not believe that Polaroid Corporation, Kerros Limited, ThermoView Industries,
BRG Group, MDV, Hanamac, SPD Technologies, SPD Systems, and Film Technologies International are pursuing business activities with respect
to SPD technology. The Company and SPD Control Systems agreed to terminate their license agreement in December 2014 which resulted in
a grant back to Research Frontiers of certain rights in SPD Control Systems' intellectual property. Some of the Company's
other licensees are currently inactive with respect to SPD technology, but may hereafter become active again. To date, the Company has
not generated sufficient revenue from its licensees to profitably fund its operations other than a profit reported for the third quarter
of 2021.

 The
Company plans to continue to exploit its SPD-Smart light-control technology by entering into additional license and other agreements
with end-product manufacturers such as manufacturers of flat glass, flat panel displays and automotive products, and with other interested
companies who may wish to acquire rights to manufacture and sell the Company's proprietary emulsions and films. Although the Company
believes based upon the status of current negotiations that additional license agreements with third parties will be entered into, there
can be no assurance that any such additional license agreements will be consummated, or of the extent to which any current or future
licensee of the Company will produce or sell commercial products using the Company's technology or generate meaningful revenue
from sales of such licensed products.

 The
Company's plans also call for further development of its technology and the provision of additional technological and marketing
assistance to its licensees to develop commercially viable SPD-Smart products and expand the markets for such products. The Company cannot
predict when or if new license agreements will be entered into or the extent to which commercial products will result from its existing
or future licensees because of general economic conditions and the risks inherent in the developmental process and because commercialization
is dependent upon the efforts of its licensees as well as on the continuing research and development efforts of the Company.

 In
February 2022, Research Frontiers, and its licensee and strategic investor Gauzy Ltd. announced that, following successfully raising
$60 million in a Series D financing, Gauzy has acquired Research Frontiers licensee, Vision Systems. With the consolidation of the two
companies, the combined entity now has international subsidiaries on six continents, product availability through direct fulfillment
and a distribution channel of over 70 certified industrial partners, five dedicated manufacturing sites, 14 global offices. The combined
entity reported revenues of approximately $50 million in 2021, and holding over 60 patents, offering 20 unique product categories, and
employing 480 people globally serving customers in over 50 countries.

 Competitive
Technologies:

 The
Company believes that SPD light-control technology, in which particles move under the influence of an electric field, has certain performance
advantages over other "smart glass" technologies.

 The
Company believes that pricing and product performance are the two main factors critical to the adoption of smart glass products. Because
the non-SPD smart glass technologies listed below do not have published, consistent pricing or cost data that can be relied upon, the
Company cannot accurately report its price position relative to these other technologies. In terms of product performance, the Company
believes that SPD-SmartGlass technology offers numerous advantages over other smart glass technologies as discussed below.

 Variable
light transmission technologies can be classified into two basic types: "active" technologies that can be controlled electrically
by the user either automatically or manually, and "passive" technologies that can only react to ambient environmental conditions
such as changes in lighting or temperature. One type of passive variable light transmission technology is photochromic technology; such
devices change their level of transparency in reaction to external ultra-violet radiation. As compared to photochromic technology, the
Company's SPD technology permits the user to adjust the amount of light passing through the viewing area of the device, rather
than the viewing area of the photochromic device merely reacting to external radiation without control by the user. In addition, the
reaction time necessary to change from light to dark with SPD-Smart technology can be almost instantaneous, as compared to the much slower
reaction time for photochromic devices. Also, unlike SPD technology, photochromic technology does not function well at the high and low
ends of the temperature range in which smart windows and other devices are normally expected to operate, nor does photochromic technology
perform well in vehicles or other enclosed settings where existing glass is blocking incoming ultra-violet light which is required for
photochromic devices to operate.

 Similarly,
thermochromic smart windows are passive systems which change their light transmission properties as sunlight heats or cools the glass.
Because the light transmission properties of thermochromic systems are not controlled by the user, their ability to adapt to the specific
needs of occupants is very limited. For example, thermochromic glazings will remain tinted on hot days even when occupants desire more
daylight to enter the building or when they want to preserve their views. SPD-Smart windows, which require very low amounts of power
to operate, allow for much greater control of incoming light, glare and heat and can be adjusted to any level of light transmission from
dark to clear at any time. In addition, SPD-Smart windows can block up to 99.5% of incoming light, a level many times darker than thermochromic
systems. The added advantage offers much higher levels of privacy and control over incoming solar energy. Companies involved in thermochromic
technology include Pleotint, Suntek and Ravenbrick.

 Active,
user-controllable technologies, sometimes referred to as "smart" technologies, are generally more useful than passive technologies
because they allow the user to actually control the state of the window. This control is achieved with a manual adjustment, or automatically
when coupled with a timer or sensing device such as a photocell, motion detector, thermostat or other intelligent building system.

 There
are three main types of active devices which are compared below:

 devices (EC)

 Liquid
 crystal devices (LC)

 Suspended-particle
 devices (SPD)

Technology:

windows and rear-view mirrors use a direct current voltage to alter the molecular structure of electrochromic materials (which can be
in the form of either a liquid, gel or solid film) causing the material to darken. When compared to electrochromic devices, SPD technology
is expected to have numerous potential performance and manufacturing advantages, including some or all of the following:

 significantly
 faster response time, especially compared to larger electrochromic glazings

 ability
 to precisely "tune" an infinite number of intermediate light-transmission states

 consistent
 and uniform switching speed regardless of size of glazing area

 more
 reliable performance over a wider temperature range

 higher
 contrast ratios and the capability of achieving darker shaded states for large area product applications

 unpowered
 state is dark, maximizing solar heat gain benefits when the room, office or vehicle is not in use

 lower
 electrical current drain

 higher
 estimated battery life in applications where batteries are used

 no
 "iris effect" (where light transmission changes first occur at the outer edges of a window or mirror and then work their
 way toward the center) when changing from clear to dark and back again

 SPD
 technology is a film-based technology that can be applied to plastic, acrylic, and chemically strengthened glass as well as glass,
 and which can be applied to curved as well as flat surfaces

 available
 in single panels for retrofitting existing windows, skylights and doors

 Many
companies with substantially greater resources than Research Frontiers such as 3M, Gentex Corp., Pilkington, PPG Industries, Saint-Gobain
and other large corporations have pursued or are pursuing projects in the electrochromic area. While some of these companies have reportedly
discontinued or substantially curtailed their work on electrochromics due to technical problems and issues relating to the expense of
these technologies, at least four companies (Gentex, PPG Industries, View (formerly known as Soladigm), and Sage Electrochromics) are
currently working to commercialize electrochromic window products. In May 2012, Saint-Gobain acquired Sage Electrochromics and combined
all of their respective electrochromic manufacturing and developmental efforts.

 Liquid
Crystal Technology:

 To
date, the main types of liquid crystal smart windows have been produced by Taliq Corp. (a subsidiary of Raychem Corp. which has since
discontinued its liquid crystal operations and licensed its technology to others), Asahi Glass Co., Gauzy, Nippon Sheet Glass, Saint-Gobain
Glass, iGlass Projects Pty Limited, Polytronix, Inc., DMDisplays, and 3M (which has also reportedly discontinued its liquid crystal film
making operations). The first four companies listed above are also licensees of Research Frontiers for SPD-Smart technology. Liquid crystal
windows only change from a cloudy, opaque milky-white to a clear state, are hazy when viewed at an angle and have no useful intermediate
states. As compared to liquid crystal windows, SPD smart windows are expected to have some or all of the following advantages:

 have
 less direct and off-angle haze

 in
 its intermediate tinted states provides shading without loss of view

 operates
 over a wider temperature range

 uses
 less power

 higher
 contrast ratios

 reduction
 in the amount of light transmitted rather than simply scatter it

 permits
 an infinite number of intermediate states between a transparent state and a dark blue state, rather than typically just two states

 offers
 superior solar heat gain control

 In
the flat panel display market, further development (such as the achievement of faster switching speeds sufficient for full-motion video
applications) is required if the Company expects to compete against display technologies that are currently being used commercially such
as liquid crystal displays ("LCDs") and organic light-emitting diodes ("OLEDs"). Some of the advantages that
SPD displays might have include the ability to make displays without using sheet polarizers or alignment layers, and lower light loss
and a corresponding reduction in backlighting requirements. However, such products need additional product design, engineering or testing
before an evaluation of the commercial potential of such SPD-SmartGlass products can be determined and when, or if, its licensees may
begin to penetrate the flat panel display market.

 LCDs
and other types of displays, liquid crystal windows, as well as electrochromic self-dimmable rear-view mirrors, are already on the market,
whereas products incorporating SPD technology (as well as electrochromic windows) have only begun to appear in the marketplace. Therefore,
the long-term durability and performance of SPD-Smart displays have not yet been fully ascertained. The companies that manufacture LCD
and other display devices, liquid crystal windows, and electrochromic self-dimmable rear-view mirrors and windows, have substantially
greater financial resources and manufacturing experience than the Company. There is no assurance that comparable systems having the same
advantages of the Company's SPD technology could not be developed by competitors at a lower cost or that other products could not
be developed which would render the Company's products difficult to market or otherwise render our products obsolete.

and Development:

 As
a result of the Company's research and development efforts, the Company believes that its SPD technology is now, or with additional
development will become, usable in a number of commercial products. Such products may include one or more of the following fields: "smart"
windows, doors, skylights and partitions; variable light transmission eyewear such as sunglasses and goggles; self-dimmable automotive
sunroofs, windows, sun visors, and mirrors; display cases/frames; and instruments and other information displays that use digits, letters,
graphic images, or other symbols to supply information, including scientific instruments, aviation instruments, automobile dashboard
displays and, if certain improvements can be made in various features of the Company's SPD technology that increases switching
speed to the levels needed for video applications, portable computer displays and flat panel television displays.

 Even
though the Company's SPD technology has much faster switching speeds than electrochromic technology, current switching speeds are
not fast enough for such video applications. The Company believes that most of its research and development efforts have applicability
to products that may incorporate the Company's technology. At its current state of development, the Company's technology
has been judged sufficiently advanced by various of its licensees and their customers for them to proceed with the development, introduction
and sale of SPD-Smart products. However, the Company is continuously investing in research and development because it believes that further
improvements will result in accelerated and increased market penetration. The Company intends to continue its research and development
efforts for the foreseeable future to improve its SPD light-control technology and thereby assist our licensees in the product development,
sales and marketing of various existing and new SPD-Smart products.

the past few years, the Company and/or its licensees have made significant advances relating to materials to enable (1) improved stability
of SPD emulsions, (2) a wider range of light transmission, (3) improved film adhesion and cohesion, (4) increased durability of SPD
films/laminates, and (5) cost reductions. These advances have resulted in patents being issued to the Company by the US Patent Office
and by foreign patent offices between 2018-2023 in addition to other patents and patent applications that are pending worldwide.

 The
Company has devoted most of the resources it has heretofore expended to research and development activities with the goal of producing
commercially viable SPD products and has developed working prototypes of SPD-Smart products for several different applications, with
primary emphasis on smart windows for various industries. In addition to working with the Company's licensees, Research Frontiers
has also expanded its efforts to also work directly with some of our licensees' major customers.

Frontiers' main goals in its research and development include:

 developing
 wider ranges of light transmission and quicker switching speeds

 developing
 different colored particles

 reducing
 the voltage required to operate SPDs

 obtaining
 data and developing improved materials regarding environmental stability and longevity

 quantifying
 the degree of energy savings expected by users of the Company's technology including the degree that SPD technology can control
 heat and its contribution to energy savings directly and through daylight harvesting strategies in sustainable building designs

 continually
 striving to improve the performance and reducing material/production costs associated with making SPD-Smart products

 Excluding
non-cash expenses of approximately $8,000 and $16,000, associated with the grant of stock options to the Company's technical personnel,
Research Frontiers incurred approximately $575,000 and $593,000 during the years ended December 31, 2023 and 2022, respectively, for
research and development costs. Research Frontiers plans to engage in substantial continuing research and development activities to invest
in future improvements in SPD light-control technology and to expand for its licensees the capabilities of SPD-Smart technology and the
markets for SPD-Smart products.

 Patents
and Proprietary Information:

Frontiers continues to make substantial investments to develop, license and protect its intellectual property position. The Company has
12 United States and several hundred foreign patents in force. The Company's United States patents expire at various dates from
2024 through 2037, while its foreign patents expire at various dates from 2024 through 2037.

 The
Company has current US and foreign patent applications that, if granted, would add a number of additional patents to its portfolio. The
Company believes that its SPD light-control technology is adequately protected by its patent position and by its proprietary technological
know-how. However, the validity of the Company's patents has never been contested in any litigation. The Company also possesses
know-how and relies on trade secrets and nondisclosure agreements to protect its technology. The Company generally requires any employee,
consultant, or licensee having access to its confidential information to execute an agreement whereby such person agrees to keep such
information confidential.

 Rights
Plan:

 In
February 2013, the Company's Board of Directors adopted a Stockholders' Rights Plan (the "Rights Plan") and declared
a dividend distribution of one right (a "Right") for each outstanding share of Company common stock to stockholders of record
at the close of business on March 3, 2003 ("Record Time") and authorized the issuance of one Right in respect of each share
of Common Stock issued after the Record Time and prior to the Separation Time. The Rights Plan was readopted and extended in December
2022 until February 11, 2033.

 "Separation
Time" shall mean the earlier of the Close of Business on the tenth Business Day (or such later date as the Board of Directors may
from time to time fix by resolution adopted prior to the Separation Time that otherwise would have occurred) following but not including
(i) the date on which any Person commences a tender or exchange offer that, if consummated, would result in such Person's becoming
an Acquiring Person, and (ii) the date of the first event causing a Flip-in Date to occur; provided that if any tender or exchange offer
referred to in clause (i) of this paragraph is cancelled, terminated or otherwise withdrawn prior to the Separation Time without the
purchase of any shares of Common Stock pursuant thereto, such offer shall be deemed, for purposes of this paragraph, never to have been
made.

 Subject
to certain exceptions listed in the Rights Plan, if a person or group has acquired beneficial ownership of, or commences a tender or
exchange offer for, 15% or more of the Company's common stock, unless redeemed by the Company's Board of Directors, each
Right entitles the holder (other than the acquiring person) to purchase from the Company $80 worth of common stock for $40. If the Company
is merged into, or 50% or more of its assets or earning power is sold to, the acquiring company, the Rights will also enable the holder
(other than the acquiring person) to purchase $80 worth of common stock of the acquiring company for $40. During 2022, the Company extended
the expiration of The Rights which will now expire at the close of business on February 11, 2033, unless the Rights Plan is extended
by the Company's Board of Directors or unless the Rights are earlier redeemed by the Company at a price of $.0001 per Right. The
Rights are not exercisable during the time when they are redeemable by the Company.

 The
above description highlights some of the features of the Company's Rights Plan and is not a complete description of the Rights
Plan. A more detailed description and copy of the Rights Plan has been filed with the SEC and is available from the Company upon request.

 Available
Information:

 Our
principal executive offices are located at 240 Crossways Park Drive, Woodbury, New York 11797, our telephone number is (516) 364-1902,
and our Internet website address is www. SmartGlass.com. We make available free of charge on or through our Internet website our annual
report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements on Schedule 14A, and amendments to
those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable
after we electronically file such materials with, or furnish them to, the SEC.

 ITEM
 1A.

 RISK
 FACTORS

 In
addition to the other information in this Annual Report on Form 10-K, you should carefully consider the following factors in evaluating
us and our business. This Annual Report contains, in addition to historical information, forward-looking statements that involve risks
and uncertainties, some of which are beyond our control. Should one or more of these risks and uncertainties materialize or should underlying
assumptions prove incorrect, our actual results could differ materially. Factors that could cause or contribute to such differences include,
but are not limited to, those discussed below, as well as those discussed elsewhere in this Annual Report, including the documents incorporated
by reference.

 There
are risks associated with investing in companies such as ours who are primarily engaged in research and development. In addition to risks
which could apply to any company or business, you should also consider the business we are in and the following:

 Source
and Need for Capital.

 As
of December 31, 2023, we had approximately $2.5 million in cash and cash equivalents.

 As
we take steps in the commercialization and marketing of our technology or respond to potential opportunities and/or adverse events, our
working capital needs may change. We anticipate that if our cash and cash equivalents are insufficient to satisfy our liquidity requirements,
we will require additional funding to sustain our ongoing operations and to continue our SPD technology research and development activities.

 We
have funded most of our activities through sales of our common stock to investors, and upon the exercise of options and warrants. The
eventual success of the Company and generation of positive cash flow will be dependent upon the extent of commercialization of products
using the Company's technology by the Company's licensees and payments of continuing royalties on account thereof. We can
give no assurances that we will generate sufficient cash in the future (through sales of our common stock, exercise of options and warrants,
royalty fees, or otherwise) to satisfy our liquidity requirements or sustain future operations, or that additional funding, if required,
will be available when needed or, if available, on favorable terms.

 As
of December 31, 2023, the Company had cash and cash equivalents of approximately $2.5 million, working capital of $3.3 million and total
shareholders' equity of $3.5 million. Our quarterly projected cash flow shortfall, based on our current operations, adjusted for
any non-recurring cash expenses and adjusted for additional royalties expected to be received for use of our products in new production,
for the next 12 months, is approximately $200,000 to $250,000 per quarter. We may eliminate some operating expenses in the future, which
will further reduce our cash flow shortfall if needed. Based on these assumptions, we currently expect to have sufficient working capital
for more than the next five years of operations.

 History
of Operating Losses.

 We
have experienced net losses from operations, and we may continue to incur net losses from operations in the future. We have incurred
substantial costs and expenses in researching and developing our SPD technology. As of December 31, 2023, we had an accumulated deficit
of $124.3 million since our inception. Our net loss was $1.9 million in 2023 and $2.7 million in 2022, (which includes non-cash accounting
charges in 2023 and 2022 of $0.1 million and $0.2 million, respectively, resulting from the expensing of grants of stock options).

 We
may not generate sufficient cash flows to cover our operating expenses.

 As
noted above, we have incurred recurring losses since inception and expect to continue to incur losses as a result of costs and expenses
related to our research and continued development of our SPD technology and our corporate general and administrative expenses. Our limited
capital resources and operations to date have been substantially funded through sales of our common stock, exercise of options and warrants
and royalty fees collected. As of December 31, 2023, we had working capital of approximately $3.3 million, cash and cash equivalents
of approximately $2.5 million, shareholders' equity of approximately $3.5 million and an accumulated deficit of $124.3 million.
In the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required
to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse
effect on our business, operating results, financial condition and long-term prospects.

 We
have never declared a cash dividend and do not intend to declare a cash dividend in the foreseeable future.

 We
have never declared or paid cash dividends on our common stock. Payment of dividends on our common stock is within the discretion of
our Board of Directors and will depend upon our future earnings, capital requirements, financial condition and other relevant factors.
We do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future.

 We
do not directly manufacture products using SPD technology. We currently depend upon the activities of our licensees and their customers
in order to be profitable.

 We
do not directly manufacture products using SPD technology. We currently depend upon the activities of our licensees in order to be profitable.
Although a variety of products have been sold by our licensees, and because it is up to our licensees to decide when and if they will
introduce products using SPD technology, we cannot predict when and if our licensees will generate substantial sales of such products.
Our SPD technology is currently licensed to over 40 companies. Other companies are also evaluating SPD technology for use in various
products. In the past, some companies have evaluated our technology without proceeding further. While we expect that our licensees would
be primarily responsible for manufacturing and marketing SPD-Smart products and components, we are also engaging in market development
activities to support our licensees and build the smart glass industry. We cannot control whether or not our licensees will develop SPD
products. Some of our licensees appear to be more active than others, some appear to be better capitalized than others, and some licensees
appear to be inactive. There is no guarantee when or if our licensees will successfully produce any commercial product using SPD technology
in sufficient quantities to make the Company profitable.

 Some
SPD-Smart products have only recently been introduced.

 Products
using SPD technology have been in the market for decades and new product applications are being introduced in various industries.
Some of these new products have only recently begun to be introduced into the marketplace. Developing products using new
technologies can be risky because problems, expenses and delays frequently occur, and costs may or may not come down quickly enough
for such products using new technologies to rapidly penetrate mass market applications.

 We
have several large licensees that account for 10% or more of our annual fee income.

2023, four licensees accounted for 39%, 16%, 16% and 13%, respectively, of fee income recognized for the year. During 2022, four licensees
accounted for 28%, 23%, 13% and 11%, respectively, of fee income recognized for the year. The loss of all or a substantial portion of
the fee income from any of these customers (or certain other significant customers) could have a material adverse effect on our business,
financial condition, and/or results of operations.

products face intense competition, which could affect our ability to increase our revenues.

 The
market for SPD-Smart products is intensely competitive and we expect competition to increase in the future. We compete based on the functionality
and the quality of our product. Many of our current and potential competitors have significantly greater financial, technical, marketing
and other resources than we have. In addition, many of our competitors have well-established relationships with our current and potential
customers and have extensive knowledge of our industry. If our competitors develop new technologies or new products, improve the functionality
or quality of their current products, or reduce their prices, and if we are unable to respond to such competitive developments quickly
either because our research and development efforts do not keep pace with our competitors or because of our lack of financial resources,
we may be unable to compete effectively.

 Declining
production of automobiles, airplanes, trains, boats and real estate could harm our business.

 Our
licensees' commercialization efforts of SPD-Smart products could be negatively impacted if the global production of automobiles,
airplanes, trains, boats and real estate construction declines significantly. If such commercialization is reduced, our revenues, results
of operations and financial condition could be negatively impacted.

 Limited
source of SPD film.

 Our
end-product licensees require a source of SPD film to manufacture finished products. Currently, Showa Denko Chemical and Gauzy Ltd. are
the only sources of commercial quantities of SPD-film. There are several other companies that are licensed to manufacture SPD-film, but
they have not begun commercial production of this film. Our end-product licensees' ability to sell SPD products could be negatively
impacted if there was a prolonged disruption in SPD-film availability. Such a disruption could also negatively impact our revenues, results
of operations and financial condition.

 We
are dependent on key personnel.

 Our
continued success will depend, to a significant extent, on the services of our directors, executive management team, key personnel and
certain key scientists. If one or more of these individuals were to leave the Company, there is no guarantee that we could replace them
with qualified individuals in a timely or economically satisfactory manner or at all. The loss or unavailability of any or all of these
individuals could harm our ability to execute our business plan, maintain important business relationships and complete certain product
development initiatives, which would have a material adverse effect on our business, results of operations and financial conditions.

 Dependence
on SPD-Smart technology.

 Because
SPD technology is the only technology we work with, our success depends upon the viability of SPD technology which has yet to be fully
proven. We have not fully ascertained the performance and long-term reliability of our technology, and therefore there is no guarantee
that our technology will successfully be incorporated into all of the products which we are targeting for use of SPD technology. We expect
that different product applications for SPD technology will have different performance and reliability specifications. We expect that
our licensees will primarily be responsible for reliability testing, but that we may also continue to do reliability testing so that
we can more effectively focus our research and development efforts towards constantly improving the performance characteristics and reliability
of products using SPD technology.

 Our
patents and other protective measures may not adequately protect our proprietary intellectual property, and we may be infringing on the
rights of others.

 Our
intellectual property, particularly our proprietary rights in our SPD technology, is critical to our success. We have received various
patents, and filed other patent applications, for various applications and aspects of our SPD technology. In addition, we generally enter
into confidentiality and invention agreements with our employees and consultants. Such patents and agreements and various other measures
we take to protect our intellectual property from use by others may not be effective for various reasons generally applicable to patents
and their granting and enforcement. In addition, the costs associated with enforcing patents, confidentiality and invention agreements
or other intellectual property rights may be expensive. Our inability to protect our proprietary intellectual property rights or gain
a competitive advantage from such rights could harm our ability to generate revenues and, as a result, our business and operations.

 If
we fail to maintain an effective system of internal control over financial reporting, the accuracy and timing of our financial reporting
may be adversely affected.

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness
of our internal controls and to disclose any changes and material weaknesses identified through such evaluation of those internal controls.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there
is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected
on a timely basis.

 If
we identify material weaknesses or significant deficiencies in our internal controls or disclosure controls, we may be unable to provide
required financial information in a timely and reliable manner and we may incorrectly report financial information. If our financial
statements are not filed on a timely basis, we could be subject to adverse action by shareholders, Nasdaq, the SEC or other regulatory
authorities. The existence of material weaknesses or significant deficiencies in internal control over financial reporting could adversely
affect our reputation or investor perceptions of us, which could have a negative effect on the trading price of our stock. In addition,
we may incur additional costs to remediate material weaknesses or significant deficiencies in our internal control over financial reporting.

 We
cannot assure you that a material weakness will not arise in the future due to a failure to implement and maintain adequate internal
control over financial reporting. In addition, even if we are successful in strengthening our controls and procedures, in the future
those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation
of our financial statements.

 ITEM
 1B.

 UNRESOLVED
 STAFF COMMENTS

 None

 ITEM
 2.

 PROPERTIES

 The
Company currently occupies approximately 9,500 square feet of space at an annual rent which, in 2023 was approximately $175,000, for
its executive office, research facility and SPD-Smart Glass Design Center at 240 Crossways Park Drive, Woodbury, New York 11797 under
a lease expiring March 31, 2025. The Company believes that its space, including its laboratory facilities, is adequate for its present
needs.

 ITEM
 3.

 LEGAL
 PROCEEDINGS

 There
are no legal proceedings pending by or against the Company required to be reported under this Item 3.

 ITEM
 4.

 MINE
 SAFETY DISCLOSURES

 N/A

 PART
II

 ITEM
 5.

 MARKET
 FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 (a)
Market Information

 (1)

 The
 Company's common stock is traded on the NASDAQ Capital Market under the symbol "REFR". As of March 6, 2024, there
 were 33,509,287 shares of common stock outstanding.

 (2)

 The
 following table sets forth the range of the high and low selling prices (as provided by the National Association of Securities Dealers)
 of the Company's common stock for each quarterly period within the past two fiscal years:

 Quarter Ended

 Low

 High

 March 31, 2022

 $
 1.34

 $
 2.45

 June 30, 2022

 1.51

 2.29

 September 30, 2022

 1.55

 2.85

 December 31, 2022

 1.83

 2.53

 March 31, 2023

 $
 1.68

 $
 2.30

 June 30, 2023

 1.42

 1.85

 September 30, 2023

 0.99

 1.75

 December 31, 2023

 0.90

 1.29

 These
quotations may reflect inter-dealer prices, without retail mark-up, mark-down, or commission, and may not necessarily represent actual
transactions.

 (b)
Approximate Number of Security Holders

 As
of March 6, 2024, there were approximately 283 holders of record of the Company's common stock and the closing price of our common
stock was $1.09 per share. The Company estimates that there are approximately 7,100 beneficial holders of the Company's common
stock.

 (c)
Dividends

 The
Company has not declared or paid cash dividends on its common stock for the two most recent fiscal years and does not expect to declare
or pay any cash dividends in the foreseeable future. There are no restrictions on the payment of dividends.

 (d)
Issuer Purchases of Equity Securities

 None.

 ITEM
 7.

 MANAGEMENT'S
 DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Forward-Looking
Statements

 Information
included in this Annual Report on Form 10-K may contain forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are not statements of historical facts, but rather reflect our current expectations concerning
future events and results. We generally use the words "believes," "expects," "intends," "plans,"
"anticipates," "likely," "will" and similar expressions to identify forward-looking statements. Such
forward-looking statements, including those concerning our expectations, involve risks, uncertainties and other factors, some of which
are beyond our control, which may cause our actual results, performance or achievements, or industry results, to be materially different
from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks, uncertainties
and factors include, but are not limited to, those factors set forth in this Annual Report on Form 10-K under "Item 1A. –
Risk Factors" above. Except as required by applicable law, including the securities laws of the United States, we undertake no
obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this Annual Report
on Form 10-K.

 In
reviewing Management's Discussion and Analysis of Financial Condition and Results of Operations, you should refer to our consolidated
financial statements and the notes related thereto.

 Critical
Accounting Estimates

 The
following accounting estimates are important to understanding our financial condition and results of operations and should be read as
an integral part of the discussion and analysis of the results of our operations and financial position. For additional accounting policies,
see Note 2 to our Consolidated Financial Statements, "Summary of Significant Accounting Policies."

 The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities
at the date of the financial statements, and reported amounts of revenues and expenses during the reporting periods. Actual results could
differ from these estimates. An example of a critical estimate is the full valuation allowance for deferred taxes that was recorded based
on the uncertainty that such tax benefits will be realized in future periods.

 The
Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers.
The Company determined that its license agreements provide for three performance obligations: (i) Grant of Use, (ii) Technical Support,
and (iii) New Improvements.

 The
best method for determining the standalone selling price of our Grant of Use performance obligation is through a comparison of the average
royalty rate for comparable license agreements as compared to our license agreements. Based on the royalty rate comparison referred to
above, any pricing above and beyond the average royalty rate would relate to the Technical Support and New Improvements performance obligations.

 We
recognize revenue when or as the performance obligations in the contract are satisfied. For performance obligations that are fulfilled
at a point in time, revenue is recognized at the fulfillment of the performance obligation. Since the IP is determined to be a functional
license, the value of the Grant of Use is recognized in the first period of the contract term in which the license agreement is in force.
Since the costs incurred to satisfy the Technical Support and New Improvements performance obligations are incurred evenly throughout
the year, the value of the Technical Support and New Improvements services are recognized throughout the contract period as these performance
obligations are satisfied.

 The
Company has entered into license agreements covering products using the Company's SPD technology. When royalties from the sales
of licensed products by a licensee exceed its contractual minimum annual royalties, the excess amount is recognized by the Company as
fee income in the period that it was earned. Certain of the fees are accrued by, or paid to, the Company in advance of the period in
which they are earned resulting in deferred revenue.

 Royalty
receivables are stated less allowance for doubtful accounts. The allowance represents estimated uncollectible receivables usually due
to licensees' potential insolvency. The allowance includes amounts for certain licensees where risk of default has been specifically
identified. The Company evaluates the collectability of its receivables on at least a quarterly basis and records appropriate allowances
for uncollectible accounts when necessary.

 The
Company has historically used the Black-Scholes option-pricing model to determine the estimated fair value of each option grant. The
Black-Scholes model includes assumptions regarding dividend yields, expected volatility, expected lives, and risk-free interest rates.
These assumptions reflect our best estimates, but these items involve uncertainties based on market conditions generally outside of our
control. As a result, if other assumptions had been used in the current period, stock-based compensation expense could have been materially
impacted. Furthermore, if management uses different assumptions in future periods, stock-based compensation expense could be materially
impacted in future years.

 On
occasion, the Company may issue to consultants either options or warrants to purchase shares of common stock of the Company at specified
share prices. These options or warrants may vest based upon specific services being performed or performance criteria being met. In accounting
for equity instruments that are issued to other than employees for acquiring, or in conjunction with selling, goods or services, the
Company is required to record consulting expenses based upon the fair value of such options or warrants on the earlier of the service
period or the period that such options or warrants vest as determined using a Black-Scholes option pricing model and are marked to market
quarterly using the Black-Scholes option valuation model.

 Results
of Operations

 Overview

 The
majority of the Company's fee income comes from the activities of several licensees participating in the automotive market. The
Company currently believes that the automotive market will be the largest source of its royalty income over the next several years. The
Company's royalty income from this market may be influenced by numerous factors including various trends affecting demand in the
automotive industry and the rate of introduction of new technology in OEM product lines and the impact of COVID-19. In addition to these
macro factors, the Company's royalty income from the automotive market could also be influenced by specific factors such as whether
the Company's SPD-SmartGlass technology appears as standard equipment or as an option on a particular vehicle, the number of additional
vehicle models that SPD-SmartGlass appears on, the size of each window on a vehicle and the number of windows on a vehicle that use SPD-SmartGlass,
fluctuations in the total number of vehicles produced by a manufacturer, and in the percentage of cars within model like produced with
SPD-SmartGlass, and changes in pricing or exchange rates. Certain license fees, which are paid to the Company in advance of the accounting
period in which they are earned resulting in the recognition of deferred revenue for the current accounting period, which will be recognized
as fee income in future periods. Also, licensees offset some or all of their royalty payments on sales of licensed products for a given
period by applying these advance payments towards such earned royalty payments.

 In
2023 and 2022, the Company received royalty revenues from sales of SPD-SmartGlass products for various car models that were accretive
to the Company's royalty revenue. Production efficiencies are expected to continue and accelerate with the introduction of the
higher vehicle production volumes for various car models going forward, and the Company expects that lower pricing per square foot of
the Company's technology could expand the market opportunities, adoption rates, and revenues for its technology in automotive and
non-automotive applications. The Company expects to generate additional royalty income from the near-term introduction of additional
new car and aircraft models from other OEMs (original equipment manufacturers), continued growth of sales of products using the Company's
technology for the marine industry in yachts and other watercraft, in trains, in museums, and in larger architectural projects.

 Because
the Company's license agreements typically provide for the payment of royalties by a licensee on product sales within 45 days after
the end of the quarter in which a sale of a licensed product occurs (with some of the Company's more recent license agreements
providing for payments on a monthly basis), and because of the time period which typically will elapse between a customer order and the
sale of the licensed product and installation in a home, office building, automobile, aircraft, boat or any other product, there could
be a delay between when economic activity between a licensee and its customer occurs and when the Company gets paid its royalty resulting
from such activity.

 Year
ended December 31, 2023 Compared to the Year ended December 31, 2022

 The
Company's fee income from licensing activities for the year ended December 31, 2023 was $909,598 compared to $539,686 for the year
ended December 31, 2022. This increase in fee income in 2023 by $369,912, an increase of 69%, was primarily the result of higher royalties
from the automotive markets, an increase by 178%, as compared to 2022. The Company expects revenue in all market segments to increase
further as new car models and other products using the Company's SPD-SmartGlass technology are introduced into the market.

 Operating
expenses decreased by $196,055 for the year ended December 31, 2023 to $2,359,634 from $2,555,689 for the year ended December 31, 2022.
The decrease is the result of lower compensation and related costs ($65,000), as well as lower patent ($56,000), lower bad debts ($47,000),
lower director costs ($37,000) and lower investor relations costs ($18,000) partially offset by higher legal and professional fees ($30,000).
Operating expenses for the years ended December 31, 2023 and 2022 include $137,000 and $216,000, respectively, of non-cash charges for
options granted to employees and directors.

and development expenditures decreased by $25,861 for the year ended December 31, 2023 to $583,266 from $609,127 for the year ended December
31, 2022. This decrease was the result of lower allocated facility costs ($22,000) as well as lower compensation and related costs ($20,000)
partially offset by higher materials costs ($12,000) and higher allocated insurance costs ($5,000). Research and development costs include
non-cash charges for options granted to employees of $8,000 and $16,000 in 2023 and 2022, respectively.

 The
Company's net investment income for the year ended December 31, 2023 was $124,938 as compared to a net investment loss of $44,219
for the year ended December 31, 2022. This difference was primarily due to changes in market values of a marketable security and higher
interest rates paid on investments.

 No
income tax benefit or expense was recorded for the years ended December 31, 2023 and 2022.

 As
a consequence of the factors discussed above, the Company's net loss was $1,908,364 ($0.06 per common share) for the year ended
December 31, 2023, which was $760,985 (29%) lower than the net loss of $2,669,349 ($0.08 per common share) for the year ended December
31, 2022.

 Financial
Condition, Liquidity and Capital Resources

 The
Company has primarily utilized its cash, cash equivalents, marketable securities, and proceeds from sales of our common stock, proceeds
from the exercise of options and warrants, and royalty fees collected to fund its research and development, for marketing initiatives,
and for other working capital purposes. The Company's working capital and capital requirements depend upon numerous factors, including,
but not limited to, the results of research and development activities, competitive and technological developments, the timing and costs
of patent filings, and the development of new licensees and changes in the Company's relationship with existing licensees. The
degree of dependence of the Company's working capital requirements on each of the foregoing factors cannot be quantified; increased
research and development activities and related costs would increase such requirements; the addition of new licensees may provide additional
working capital or working capital requirements, and changes in relationships with existing licensees would have a favorable or negative
impact depending upon the nature of such changes.

2023, the Company's cash and cash equivalents balance decreased by $1,754,958 principally as a result of cash generated from the
exercise of warrants of $484,502 as well as cash generated from the sale and maturities of marketable securities of $5,491,535 offset
by cash used for operations of $2,295,051 and cash used for the purchase of marketable securities of $5,434,386 and for the purchase
of property and equipment of $1,558. At December 31, 2023, the Company had cash and cash equivalents of $2.5 million, working capital
of $3.3 million and total shareholders' equity of $3.5 million. Our quarterly projected cash flow shortfall, based on our current
operations, adjusted for any non-recurring cash expenses for the next 12 months and adjusted for additional royalties expected to be
received for use of our products in new production, for the next 12 months, is approximately $200,000 to $250,000 per quarter. We may
eliminate some operating expenses in the future, which will further reduce our cash flow shortfall if needed. Based on these assumptions,
we currently expect to have sufficient working capital for more than the next five years of operations.

 The
Company expects to use its cash to fund its research and development of SPD light valves, its expanded marketing initiatives, and for
other working capital purposes. The Company believes that its current cash and cash equivalents would fund its operations for more than
the next five years. There can be no assurances that expenditures will not exceed the anticipated amounts or that additional financing,
if required, will be available when needed or, if available, that its terms will be favorable or acceptable to the Company. The eventual
success of the Company and generation of positive cash flow will be dependent upon the extent of commercialization of products using
the Company's technology by the Company's licensees and payments of continuing royalties on account thereof. To date, the
Company has not generated sufficient revenue from its licensees to fully fund its operations.

2022, the Company's cash and cash equivalents balance increased by $3,960,952 principally as a result of cash generated from the
sale of common stock and warrants of $3,450,000 as well as cash generated from the sale of marketable securities of $2,694,968 partially
offset by cash used for operations of $2,182,745 and cash used for the purchase of property and equipment of $1,271. At December 31,
2022, the Company had cash and cash equivalents of $4.2 million, working capital of $4.6 million and total shareholders' equity
of $4.8 million.

 Inflation

 The
Company does not believe that inflation has a significant impact on its business.

 Contractual
Obligations:

 The
Company has operating leases for certain facilities and equipment with a weighted average remaining lease term of 1.3 years as of December
31, 2023. The maturities over time of the operating lease obligations as of December 31, 2023 were as follows:

31, 2023

 Year 1

 $
 222,000

 Years 2-3

 56,000

 Years 4-5

 -

 Thereafter

 -

 Total lease payments

 $
 278,000

 See
Note 8 to our Consolidated Financial Statements for further discussion of the Company's lease obligations.

 Off-Balance
Sheet Arrangements

 The
Company has no variable interest entities or other off-balance sheet obligation arrangements.

 Forward
Looking Statements

 The
information set forth in this Report and in all publicly disseminated information about the Company, including the narrative contained
in "Management's Discussion and Analysis of Financial Condition and Results of Operations" above, includes "forward-looking
statements" within the meaning of 21E of the Securities Exchange Act of 1934, as amended, and is subject to the safe harbor created
by that section. Readers are cautioned not to place undue reliance on these forward-looking statements as they speak only as of the date
hereof and are not guaranteed.

 ITEM
 8.

 FINANCIAL
 STATEMENTS AND SUPPLEMENTARY DATA

 The
consolidated financial statements listed in Item 15(a)(1) and (2) are included in this report beginning on page F-1.

 ITEM
 9.

 CHANGES
 IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None

 ITEM
 9A.

 CONTROLS
 AND PROCEDURES

 Conclusion
Regarding the Effectiveness of Disclosure Controls and Procedures

 As
of the end of the period covered by this Annual Report on Form 10-K, the Company carried out an evaluation, under the supervision and
with the participation of the Company's management, including the Company's Chief Executive Officer and acting interim Chief
Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant
to Exchange Act Rule 13a-15(e) and 15d-15(e). Based upon that evaluation, the Company's Chief Executive Officer and acting interim
Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting them to
material information relating to the Company (including its consolidated subsidiary) required to be included in the Company's periodic
SEC filings. Our Chief Executive Officer and acting interim Chief Financial Officer has concluded that as of December 31, 2023 our disclosure
controls and procedures are designed, and are effective, to ensure that information required to be disclosed by our Company in the reports
we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the commission's
rules and forms, and are also effective to ensure that information required to be disclosed in the reports that we file or submit under
the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and acting interim Chief Financial
Officer, to allow timely decisions regarding required disclosure.

 Management's
Annual Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined
in Exchange Act Rule 13a-15(f). Our internal control system is designed to provide reasonable assurance to our management and Board of
Directors regarding the preparation and fair presentation of published financial statements. Under the supervision and with the participation
of our management, including our Chief Executive Officer and acting interim Chief Financial Officer, we conducted an evaluation of the
effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework, issued
by the Committee of Sponsoring Organizations of the Treadway Commission (2013), or the COSO Framework. Based on the evaluation of our
disclosure controls and procedures as of December 31, 2023, our Chief Executive Officer and Acting Interim Chief Financial Officer concluded
that, as of such date, our internal control over financial reporting was effective.

 This
Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control
over financial reporting because such attestation report is not required by our independent registered public accounting firm pursuant
to rules of the Securities and Exchange Commission.

 Changes
in Internal Control Over Financial Reporting

 There
were no changes to controls during the three months ended December 31, 2023 that have materially affected or are reasonably likely to
materially affect our internal control over financial reporting.

 ITEM
 9B.

 OTHER
 INFORMATION

 None.

 PART
III

 ITEM
 10.

 DIRECTORS,
 EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 The
Company has adopted a Code of Ethics applicable to its Chief Executive Officer, Chief Operating Officer, Treasurer and Chief Financial
Officer, Vice Presidents and other employees of the Company with important roles in the financial reporting process. This Code of Ethics
was adopted by the entire Board of Directors of the Company, including all of its Audit Committee members, in March 2004 in accordance
with the requirements of the Sarbanes Oxley Act. The Code of Ethics is available on the Company's website at www. SmartGlass.com
and was also filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2023. The Company
intends to satisfy the disclosure requirement under Item 10 of Form 8-K regarding any amendment to, or waiver from, a provision of this
Code of Ethics by posting such information on the website specified above.

 The
other information required by this Item 10 is incorporated by reference to the Company's definitive Proxy Statement to be filed
with the Commission on or before April 29, 2024.

 ITEM
 11.

 EXECUTIVE
 COMPENSATION

 The
information required by this Item 11 is incorporated by reference to the Company's definitive Proxy Statement to be filed with
the Commission on or before April 29, 2024. Notwithstanding anything to the contrary set forth herein or in any of the Company's
past or future filings with the SEC that might incorporate by reference the Company's definitive Proxy Statement, in whole or in
part, the report of the compensation committee and the stock price performance graph contained in such definitive Proxy Statement shall
not be incorporated by reference into this Annual Report on Form 10-K or in any other such filings.

 ITEM
 12.

 SECURITY
 OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
information required by this Item 12 is incorporated by reference to the Company's definitive Proxy Statement to be filed with
the Commission on or before April 29, 2024.

 ITEM
 13.

 CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 The
information required by this Item 13 is incorporated by reference to the Company's definitive Proxy Statement to be filed with
the Commission on or before April 29, 2024.

 ITEM
 14.

 PRINCIPAL
 ACCOUNTANT FEES AND SERVICES

 Our
independent registered public accounting firm is CohnReznick LLP, Melville, NY, Auditor Firm ID No: 596. The information required by
this Item 14 is incorporated by reference to the Company's definitive Proxy Statement to be filed with the Commission on or before
April 29, 2024.

 PART
IV

 ITEM
 15.

 EXHIBITS,
 FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

 (a)(1)
and (2) Financial Statements and Financial Statement Schedules

 The
following consolidated financial statements of Research Frontiers Incorporated are filed under "Item 8. Financial Statements and
Supplemental Data" of this Report.

 Page

 Report of Independent Registered Public Accounting Firm

 Financial Statements:

 Consolidated Balance Sheets, December 31, 2023 and 2022

 Consolidated Statements of Operations, Years ended December 31, 2023 and 2022

 Consolidated Statements of Shareholders' Equity, Years ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows, Years ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements

 All
other schedules have been omitted because they are not applicable, or not required, or the required information is disclosed elsewhere
in this Annual Report.

 (a)(3)

 Exhibits

 3.1

 Restated
 Certificate of Incorporation of the Company. Previously filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q
 for the fiscal quarter ended June 30, 1994, and incorporated herein by reference.

 3.2

 Amended and Restated Bylaws of the Company. Previously filed as Exhibit 99.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2007, and incorporated herein by reference.

 4.1

 Form
 of Common Stock Certificate. Previously filed as an Exhibit to the Company's Registration Statement on Form S-18 (Reg. No.
 33-5573NY), declared effective by the Commission on July 8, 1986, and incorporated herein by reference.

 4.2

 Rights Agreement dated as of February 18, 2003 between Research Frontiers Incorporated and Continental Stock Transfer & Trust Company, as Rights Agent, which includes as Exhibit A thereto the Form of Rights Certificate. Previously filed as an Exhibit to the Company's Registration Statement on Form 8-A dated February 13, 2013, and incorporated herein by reference.

 10.1A *

 Employment Agreement effective as of January 1, 2009 between the Company and Joseph M. Harary. Previously filed as an Exhibit to the Company's Current Report on Form 8-K dated April 30, 2009 and incorporated herein by reference.

 10.1B *

 Amendment to Employment Agreement effective as of June 12, 2014 between the Company and Joseph M. Harary. Previously filed as an Exhibit to the Company's Current Report on Form 8-K dated June 13, 2014 and incorporated herein by reference.

 10.1B *

 Amendment to Employment Agreement effective as of September 26, 2019 between the Company and Joseph M. Harary. Previously filed as an Exhibit to the Company's Current Report on Form 8-K dated September 26, 2019 and incorporated herein by reference.

 10.1C *

 Employment Agreement effective as of January 1, 2014 between the Company and Seth L. Van Voorhees Previously filed as an Exhibit to the Company's Current Report on Form 10-K dated December 31, 2013 and incorporated herein by reference.

 10.2 *

 Amended
 and Restated 1992 Stock Option Plan. Previously filed as Exhibit 4 to the Company's Registration Statement on Form S-8 (Reg.
 No. 33-86910) filed with the Commission on November 30, 1994, and incorporated herein by reference.

 10.3 *

 1998 Stock Option Plan, as amended. Previously filed as an Exhibit to the Company's Definitive Proxy Statement dated April 30, 1998 filed with the Commission on April 29, 1998, 1994, and incorporated herein by reference.

 10.31 *

 2008 Equity Incentive Plan. Previously filed as an Exhibit to the Company's Definitive Proxy Statement dated April 30, 2008 filed with the Commission on April 29, 2008, and incorporated herein by reference.

 10.32 *

 2019 Equity Incentive Plan. Previously filed as an Exhibit to the Company's Definitive Proxy Statement dated April 29, 2019 filed with the Commission on April 29, 2019, and incorporated herein by reference.

 10.4 *

 Form
 of Stock Option Agreement between the Company and recipients of stock options issued pursuant to the Company's Stock Option
 Plans. Previously filed as part of Exhibits 4.1, 4.2, and 4.3 to the Company's Registration Statement on Form S-8 (Reg. No.
 33-53030) filed with the Commission on October 6, 1992, and incorporated herein by reference.

 10.5

 Lease
 Agreement dated November 7, 1986, between the Company and Industrial & Research Associates Co. Previously filed as an exhibit
 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1986 and incorporated herein by reference.

 10.5.1

 First
 Amendment to Lease dated November 26, 1991 between the Company and Industrial and Research Associates Co. Previously filed as an
 Exhibit to Amendment No. 1 to the Company's Registration Statement on Form S-1 (Reg. No. 33-43768) declared effective by the
 Commission on December 17, 1991, and incorporated herein by reference.

 10.5.2

 Second
 Amendment to Lease dated March 11, 1994 between the Company and Industrial and Research Associates Co. Previously filed as an exhibit
 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference.

 10.5.3

 Third Amendment to Lease dated July 14, 1998 between the Company and Industrial and Research Associates Co. Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 and incorporated herein by reference.

 10.5.4

 Fourth Amendment to Lease dated January 13, 2004 between the Company and Industrial and Research Associates Co. Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2003 and incorporated herein by reference.

 10.5.5

 Fifth Amendment to Lease dated February 21, 2014 between the Company and CLK-HP 230-240 CROSSWAYS PARK LLC and LAKE PARK 230-240 CROSSWAYS PARK LLC. Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and incorporated herein by reference.

 10.6

 License
 Agreement effective as of August 2, 1995 between the Company and General Electric Company. Previously filed as an Exhibit to the
 Company's Current Report on Form 8-K dated August 2, 1995 with portions omitted pursuant to the Registrant's request
 for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.7

 License Agreement effective as of April 29, 1996 between the Company and Glaverbel, S.A. Previously filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1996 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.8

 License Agreement effective as of January 18, 1997 between the Company and Material Sciences Corporation. Previously filed as an Exhibit to the Company's Current Report on Form 8-K dated March 3, 1997 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.9

 License Agreement effective as of March 31, 1997 between the Company and Hankuk Glass Industries, Inc. Previously filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1997 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.10

 License Agreement effective as of August 8, 1997 between the Company and Orcolite, a Unit of Monsanto Company. Previously filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1997 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.11

 License Agreement effective as of June 25, 1999 between the Company and Dainippon Ink and Chemicals, Incorporated. Previously filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1999 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.12

 License Agreement effective as of August 9, 1999 between the Company and Hitachi Chemical Co., Ltd. Previously filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1999 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.13

 License Agreement effective as of December 3, 1999 between the Company and Global Mirror GmbH & Co. KG. Previously filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.14

 License Agreement effective as of December 13, 1999 between the Company and Global Mirror GmbH & Co. KG. Previously filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.15

 License Agreement effective as of March 21, 2000 between the Company and ThermoView Industries, Inc. Previously filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.16

 License Agreement effective as of May 23, 2000 between the Company and Polaroid Corporation. Previously filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2000 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.17

 License Agreement effective as of February 16, 2001 between the Company and AP Technoglass Co. Previously filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.18

 License Agreement effective as of March 21, 2001 between the Company and InspecTech Aero Service, Inc. Previously filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.19

 License Agreement effective as of March 28, 2001 between the Company and Film Technologies International, Inc. Previously filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.20

 License Agreement effective as of November 29, 2001 between the Company and Avery Dennison Corporation. Previously filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.21

 License Agreement effective as of February 4, 2002 between the Company and BOS GmbH & Co. KG. Previously filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.22

 License Agreement effective as of March 11, 2002 between the Company and Isoclima S.p. A. Previously filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.23

 License Agreement effective as of July 2, 2002 between the Company and Isoclima S.p. A. Previously filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.24

 License Agreement effective as of August 19, 2002 between the Company and Razor's Edge Technologies, Inc. Previously filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.25

 License Agreement effective as of October 7, 2002 between the Company and American Glass Products (Glass Technology Investment Ltd.). Previously filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.26

 License Agreement effective as of October 7, 2002 between the Company and SPD Systems, Inc. Previously filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.27

 License Agreement effective as of October 24, 2002 between the Company and CricursaCristalesCurvados S.A. Previously filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.28

 License Agreement effective as of December 9, 2002 between the Company and BRG Group, Ltd. Previously filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.29

 License Agreement effective as of December 13, 2002 between the Company and Laminated Technologies Inc. Previously filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.30

 License Agreement effective as of April 17, 2003 between the Company and Custom Glass Corporation. Previously filed as an Exhibit to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.31

 License Agreement effective as of May 2, 2003 between the Company and Air Products and Chemicals, Inc. Previously filed as an Exhibit to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.32

 License Agreement effective as of May 30, 2003 between the Company and Kerros Limited. Previously filed as an Exhibit to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.33

 License Agreement effective as of June 6, 2003 between the Company and Traco, Inc. Previously filed as an Exhibit to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.34

 License Agreement effective as of June 16, 2003 between the Company and Saint-Gobain Glass France S.A. Previously filed as an Exhibit to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.35

 License Agreement effective as of August 1, 2003 between the Company and Vision (Environmental Innovation) Limited. Previously filed as an Exhibit to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.36

 License Agreement effective as of November 13, 2003 between the Company and Innovative Glass Corporation. Previously filed as an Exhibit to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.37

 License Agreement effective as of December 11, 2003 between the Company and Leminur Limited. Previously filed as an Exhibit to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.38

 License Agreement effective as of March 25, 2004 between the Company and Pilkington plc. Previously filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.39

 License Agreement effective as of April 5, 2004 between the Company and SmartGlass Ireland Ltd. Previously filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.40

 License Agreement effective as of April 8, 2004 between the Company and Prelco Inc. Previously filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.41

 License Agreement effective as of April 13, 2004 between the Company and E. I. Dupont De Nemours and Company. Previously filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.42

 License Agreement effective as of September 3, 2004 between the Company and Nippon Sheet Glass Co., Ltd. Previously filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.43

 License Agreement effective as of October 25, 2005 between the Company and SPD Control Systems Corporation. Previously filed as an Exhibit to the Company's Current Report on Form 8-K dated October 31, 2005 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.44

 License Agreement effective as of March 30, 2006 between the Company and Dainippon Ink and Chemicals. Previously filed as an Exhibit to the Company's Current Report on Form 8-K dated April 4, 2006 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.45

 License Agreement effective as of May 11, 2006 between the Company and Asahi Glass Company. Previously filed as an Exhibit to the Company's Current Report on Form 8-K dated May 15, 2006 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.46

 License Agreement effective as of March 19, 2007 between the Company and SmartGlass International Ltd. Previously filed as an Exhibit to the Company's Current Report on Form 8-K dated March 19, 2007 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.47

 License Agreement effective as of October 16, 2007 between Research Frontiers Incorporated and Glass Wholesalers, Ltd. d/b/a Craftsman Fabricated Glass, Ltd. Previously filed as an Exhibit to the Company's Current Report on Form 8-K dated October 18, 2007 and incorporated herein by reference.

 10.48

 License Agreement effective as of December 14, 2007 between Research Frontiers Incorporated and AGC Flat Glass Europe SA. Previously filed as an Exhibit to the Company's Current Report on Form 8-K dated December 17, 2007 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.49

 License Agreement effective as of February 21, 2008 between Research Frontiers Incorporated and GKN Aerospace Transparency Systems Inc. Previously filed as an Exhibit to the Company's Current Report on Form 8-K dated March 5, 2008 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.50

 License Agreement effective as of September 29, 2008 between Research Frontiers Incorporated and PPG Industries, Inc. (now known as Pittsburgh Glass Works, LLC). Previously filed as an Exhibit to the Company's Current Report on Form 8-K dated October 6, 2008 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.51

 License Agreement effective as of September 10, 2009 between Research Frontiers Incorporated and Pilkington Group Ltd. Previously filed as an Exhibit to the Company's Current Report on Form 8-K dated September 15, 2009 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.52

 License Agreement effective as of January 25, 2010 between Research Frontiers Incorporated and Vision Systems. Previously filed as an Exhibit to the Company's Current Report on Form 8-K dated January 25, 2010 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.53

 License Agreement effective as of February 8, 2010 between Research Frontiers Incorporated and ID Research Pty Ltd. (iGlass). Previously filed as an Exhibit to the Company's Current Report on Form 8-K dated February 16, 2010 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.54

 License Agreement effective as of December 13, 2010 between Research Frontiers Incorporated and Diamond Sea-Glaze Manufacturing Ltd. Previously filed as an Exhibit to the Company's Current Report on Form 8-K dated December 14, 2010 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.55

 License Agreement effective as of December 22, 2010 between Daimler AG, Research Frontiers Incorporated and SPD Control Systems Corp. Previously filed as an Exhibit to the Company's Current Report on Form 8-K dated February 9, 2011 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.56

 License Agreement effective as of February 19, 2013 between Tint-It JSC and Research Frontiers Incorporated. Previously filed as an Exhibit to the Company's Current Report on Form 8-K dated March 5, 2013 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 10.57

 License Agreement effective as of August 6, 2012 between Advnanotech LLC and Research Frontiers Incorporated. Previously filed as an Exhibit to the Company's Current Report on Form 8-K dated March 12, 2013 with portions omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission and incorporated herein by reference.

 Code of Ethics of Research Frontiers Incorporated. Previously filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2003 and incorporated herein by reference.

 Subsidiary of the Registrant - SPD Enterprises, Inc.

 23.1

 Consent of CohnReznick LLP - Filed herewith.

 31.1

 Rule 13a-14(a)/15d-14(a) Certification of Joseph M. Harary - Filed herewith.

 32.1

 Section 1350 Certification of Joseph M. Harary - Filed herewith.

 EX-101.INS

 EX-101.SCH

 EX-101.PRE

 EX-101.LAB

 EX-101.CAL

 EX-101.DEF

 Cover

 *
Executive Compensation Plan or Arrangement.

 ITEM
16. Form 10-K Summary

 None.

 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.

 (Registrant)

 /s/
 Joseph M. Harary

 Joseph
 M. Harary, President, CEO and Acting Interim CFO

 (Principal
 Executive Officer and Principal Financial and Accounting Officer)

 Dated:
March 7, 2024

 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

 March

 Darryl
 Daigle

 /s/
 Joseph M. Harary

 Director,
 President, CEO and Acting Interim CFO

 March

 Joseph
 M. Harary

 /s/
 Alexander Kaganowicz

 Director

 March

 Alexander
 Kaganowicz

 /s/
 Eyal Peso

 Director

 March

 Eyal
Peso

 Report
of Independent Registered Public Accounting Firm

 Board
of Directors and Shareholders

Frontiers Incorporated

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying consolidated balance sheets of Research Frontiers Incorporated and subsidiary (the "Company")
as of December 31, 2023 and 2022, and the related consolidated statements of operations, shareholders' equity, and cash flows for
each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the "consolidated
financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial
position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years
in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the entity's management. Our responsibility is to express an opinion
on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the entity's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 Critical
Audit Matters

 Critical
audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required
to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial
statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit
matters.

 /s/
 CohnReznick LLP

 We
have served as Research Frontiers Incorporated's auditor since 2019.

 Melville,
New York

 March

 F- 1

Balance Sheets

31, 2023 and 2022

 31, 2023

 31, 2022

 Assets

 Current
 assets:

 Cash
 and cash equivalents

 $
 2,475,958

 $
 4,230,916

 Royalties
receivable, net of reserves of $ 1,253,450 in 2023 and $ 1,158,450 in 2022

 1,003,404

 589,599

 Prepaid
 expenses and other current assets

 96,784

 100,973

 Total
 current assets

 3,576,146

 4,921,488

 Fixed
 assets, net

 39,598

 65,388

 Operating
 lease ROU assets

 178,715

 323,509

 Deposits
 and other assets

 56,066

 56,066

 Total
 assets

 $
 3,850,525

 $
 5,366,451

 Liabilities
 and Shareholders' Equity

 Current
 liabilities:

 Current
 portion of operating lease liability

 $
 212,359

 $
 196,405

 Accounts
 payable

 50,880

 71,079

 Accrued
 expenses and other

 14,192

 34,379

 Total
 current liabilities

 277,431

 301,863

 Operating
 lease liability, net of current portion

 55,363

 267,723

 Total
 liabilities

 332,794

 569,586

 Shareholders'
 equity:

 Common
 stock, par value $ 0.0001 per share; authorized 100,000,000 shares, issued and outstanding 33,509,287 in 2023 and 33,150,396 in
 2022

 3,351

 3,315

 Additional
 paid-in capital

 127,779,221

 127,150,027

 Accumulated
 deficit

 ( 124,264,841
)

 ( 122,356,477
)

 Total
 shareholders' equity

 3,517,731

 4,796,865

 Total
 liabilities and shareholders' equity

 $
 3,850,525

 $
 5,366,451

 See
accompanying notes to consolidated financial statements.

 F- 2

Statements of Operations

 Years
ended December 31, 2023 and 2022

 2023

 2022

 Fee income

 $
 909,598

 $
 539,686

 Operating expenses

 2,359,634

 2,555,689

 Research and development

 583,266

 609,127

 Total expenses

 2,942,900

 3,164,816

 Operating loss

 ( 2,033,302
)

 ( 2,625,130
)

 Net investment income (loss)

 124,938

 ( 44,219
)

 Net loss

 $
 ( 1,908,364
)

 $
 ( 2,669,349
)

 Basic and diluted net loss per common share

 $
 ( 0.06
)

 $
 ( 0.08
)

 Weighted average number of common shares outstanding

 33,453,627

 32,070,233

 See
accompanying notes to consolidated financial statements.

 F- 3

Statements of Shareholders' Equity

 Years
ended December 31, 2023 and 2022

 Shares

 Amount

 Capital

 Deficit

 Total

 Common Stock

 Additional Paid-in

 Accumulated

 Shares

 Amount

 Capital

 Deficit

 Total

 Balance, December 31, 2021

 31,650,396

 $
 3,165

 $
 123,467,886

 $
 ( 119,687,128
)

 $
 3,783,923

 Share-based compensation

 -

 -

 232,291

 -

 232,291

 Issuance of common stock and warrants

 1,500,000

 3,449,850

 -

 3,450,000

 Net loss

 -

 -

 -

 ( 2,669,349
)

 ( 2,669,349
)

 Balance, December 31, 2022

 33,150,396

 3,315

 127,150,027

 ( 122,356,477
)

 4,796,865

 Balance

 33,150,396

 3,315

 127,150,027

 ( 122,356,477
)

 4,796,865

 Exercise of warrants

 358,891

 484,466

 -

 484,502

 Share-based compensation

 -

 -

 144,728

 -

 144,728

 Net loss

 -

 -

 -

 ( 1,908,364
)

 ( 1,908,364
)

 Balance, December 31, 2023

 33,509,287

 $
 3,351

 $
 127,779,221

 $
 ( 124,264,841
)

 $
 3,517,731

 Balance

 33,509,287

 $
 3,351

 $
 127,779,221

 $
 ( 124,264,841
)

 $
 3,517,731

 See
accompanying notes to consolidated financial statements.

 F- 4

Statements of Cash Flows

 Years
ended December 31, 2023 and 2022

 2023

 2022

 Cash flows from operating activities:

 Net loss

 $
 ( 1,908,364
)

 $
 ( 2,669,349
)

 Adjustments to reconcile net loss to net cash

 used in operating activities:

 Adjustments to reconcile net loss to net cash used in operating activities:

 Depreciation and amortization

 27,348

 28,837

 Realized (gain) loss on marketable securities

 ( 57,149
)

 60,143

 Share-based compensation

 144,728

 232,291

 Bad debts

 95,000

 141,772

 ROU asset amortization

 144,794

 146,315

 Change in assets and liabilities:

 Royalty receivables

 ( 508,805
)

 100,266

 Prepaid expenses and other assets

 4,189

 ( 30,542
)

 Accounts payable and accrued expenses

 ( 40,386
)

 ( 10,387
)

 Operating lease liability

 ( 196,406
)

 ( 182,091
)

 Net cash used in operating activities

 ( 2,295,051
)

 ( 2,182,745
)

 Cash flows from investing activities:

 Purchases of fixed assets

 ( 1,558
)

 ( 1,271
)

 Purchases of marketable securities

 ( 5,434,386
)

 -

 Sales and maturities of marketable securities

 5,491,535

 2,694,968

 Net cash provided by investing activities

 55,591

 2,693,697

 Cash flows from financing activities:

 Net proceeds from exercise of warrants

 484,502

 -

 Proceeds from issuance of common stock and warrants

 -

 3,450,000

 Net cash provided by financing activities

 484,502

 3,450,000

 Net (decrease) increase in cash and cash equivalents

 ( 1,754,958
)

 3,960,952

 Cash and cash equivalents at beginning of year

 4,230,916

 269,964

 Cash and cash equivalents at end of year

 $
 2,475,958

 $
 4,230,916

 See
accompanying notes to consolidated financial statements

 F- 5

 Notes
to Consolidated Financial Statements

 (1)
 Business and Basis for Presentation

Frontiers Incorporated ("Research Frontiers" or the "Company") operates in a single business segment which is
engaged in the development and marketing of technology and devices to control the flow of light. Such devices, often referred to as "light
valves" or suspended particle devices ("SPDs"), use colloidal particles that are either incorporated within a liquid
suspension or a film, which is usually enclosed between two sheets of glass or plastic having transparent, electrically conductive coatings
on the facing surfaces thereof. At least one of the two sheets is transparent. SPD technology, made possible by a flexible light-control
film invented by Research Frontiers, allows the user to instantly and precisely control the shading of glass/plastic manually or automatically.
SPD technology has numerous product applications, including SPD-Smart windows, sunshades, skylights and interior partitions for
homes and buildings; automotive windows, sunroofs, sun visors, sunshades, rear-view mirrors, instrument panels, heads up displays and
navigation systems; aircraft windows; museum display panels; eyewear products; and flat panel displays for electronic products. SPD-Smart
light control film is now being developed for, or used in, architectural, automotive, marine, aerospace and appliance applications.

 The
Company has primarily utilized its cash, cash equivalents, and investments generated from sales of our common stock, proceeds from the
exercise of options and warrants, and royalty fees collected to fund its research and development of SPD light valves, for marketing
initiatives, and for other working capital purposes. The Company's working capital and capital requirements depend upon numerous
factors, including the results of research and development activities, competitive and technological developments, the timing and cost
of patent filings, and the development of new licensees and changes in the Company's relationships with its existing licensees.
The degree of dependence of the Company's working capital requirements on each of the foregoing factors cannot be quantified; increased
research and development activities and related costs would increase such requirements; the addition of new licensees may provide additional
working capital or working capital requirements, and changes in relationships with existing licensees would have a favorable or negative
impact depending upon the nature of such changes. We have incurred recurring losses since inception and expect to continue to incur losses
as a result of costs and expenses related to our research and continued development of our SPD technology and our corporate general and
administrative expenses. Our limited capital resources and operations to date have been substantially funded through sales of our common
stock, exercise of options and warrants and royalty fees collected. As of December 31, 2023, we had working capital of approximately
$ 3.3 million, cash and cash equivalents of approximately $ 2.5 million, shareholders' equity of approximately $ 3.5 million and an
accumulated deficit of approximately $ 124.3 million. Our quarterly projected cash flow shortfall, based on our current operations, adjusted
for any non-recurring cash expenses and adjusted for additional royalties expected to be received for use of our products in new production,
for the next 12 months, is approximately $ 200,000 to $ 250,000 per quarter. We may eliminate some operating expenses in the future, which
will further reduce our cash flow shortfall if needed. Based on these assumptions, we currently expect to have sufficient working capital
for at least 12 months from the issuance of these financial statements.

 In
the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required
to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse
effect on our business, operating results, financial condition and long-term prospects. The Company may seek to obtain additional funding
through future equity issuances. There can be no assurance as to the availability or terms upon which such financing and capital might
be available. The eventual success of the Company and generation of positive cash flow will be dependent upon the commercialization of
products using the Company's technology by the Company's licensees and payments of continuing royalties on account thereof.
To date, the Company has not generated sufficient revenue from its licensees to fund its operations.

 F- 6

 (2)
 Summary of Significant Accounting Policies

 (a)
 Cash and Cash Equivalents

 The
Company considers securities purchased with original maturities of three months or less to be cash equivalents. Cash equivalents consist
of short-term investments in money market accounts at December 31, 2023 and 2022.

 Cash
and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits. We have never
experienced any losses related to these balances. FDIC insurance coverage is $ 250,000 per depositor at each financial institution, and
our non-interest bearing cash balances may again exceed federally insured limits. Amounts on deposit in excess of federally insured limits
at December 31, 2023 and 2022 are approximately $ 1.2 million and $ 2.7 million, respectively.

 (b)
 Marketable Securities

 The
Company classifies investments in marketable securities as trading, available-for-sale or held-to-maturity at the time of purchase and
periodically re-evaluates such classification. Trading securities are carried at fair value, with unrealized holding gains and losses
included in earnings. Held-to-maturity securities are recorded at cost and are adjusted for the amortization or accretion of premiums
or discounts over the life of the related security. Unrealized holding gains and losses of available-for-sale securities are excluded
from earnings and are reported as a separate component of accumulated other comprehensive income (loss) until realized. In determining
realized gains and losses, the cost of the securities sold is based on the specific identification method. Interest and dividends on
the investments are accrued at the balance sheet date.

 Fair
value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the "exit price")
in an orderly transaction between market participants at the measurement date. Fair value measurements are broken down into three levels
based on the reliability of inputs as follows: Level 1 inputs are quoted prices in active markets for identical assets or liabilities
that the Company has the ability to access at the measurement date. An active market for the asset or liability is a market in which
transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices
that are observable for the asset or liability (e.g., interest rates and yield curves observable at commonly quoted intervals or current
market) and contractual prices for the underlying financial instrument, as well as other relevant economic measures. Level 3 inputs are
unobservable inputs for the asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs
are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the
measurement date.

 At
December 31, 2023 and 2022, the Company invested only in investments qualified as cash and cash equivalents. During the years ended December
31, 2023 and 2022, the Company incurred a realized gain (loss) on the sale and maturities of marketable securities of $ 57,149 and $ ( 60,143),
respectively.

 (c)
 Royalties Receivable

 Royalties
receivable from licensees are recorded at the amounts specified within the license agreements when the collectability of the receivable
is reasonably assured. The allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses
in the Company's existing royalties receivable. The Company determines the allowance based on historical write-off experience as
well as the current status of the Company's customers. The Company reviews its allowance for doubtful accounts periodically. Past
due accounts are reviewed individually for collectability. Account balances are charged off against the allowance after all means of
collection have been exhausted and the potential for recovery is considered remote. As of December 31, 2023, three companies accounted
for 17 %, 12 % and 10 % of the Company's outstanding receivables. As of December 31, 2022, one company accounted for
 14 % of the Company's outstanding receivables.

 (d)
 Fixed Assets

 Fixed
assets are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line
method over the estimated useful lives of the assets.

 F- 7

 (e)
 Revenue Recognition/Fee Income

 The
Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers ("ASC 606"). The standard provides
a single comprehensive revenue recognition model for all contracts with customers and supersedes existing revenue recognition guidance.
The revenue standard contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognized.
The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount
that the entity expects to be entitled to in exchange for those goods or services.

 ASC
606 follows a five-step approach to determining revenue recognition including: 1) Identification of the contract; 2) Identification of
the performance obligations; 3) Determination of the transaction price; 4) Allocation of the transaction price; and 5) Recognition of
revenue.

 The
Company determined that its license agreements provide for three performance obligations which include: (i) the Grant of Use to its Patent
Portfolio ("Grant of Use"), (ii) Stand-Ready Technical Support ("Technical Support") including the transfer of
trade secrets and other know-how, production of materials, scale-up support, analytical testing, etc., and (iii) access to new Intellectual
Property ("IP") that may be developed sometime during the course of the contract period ("New Improvements").
Given the nature of IP development, such New Improvements are on an unspecified basis and can occur and be made available to licensees
at any time during the contract period.

 When
a contract includes more than one performance obligation, the Company needs to allocate the total consideration to each performance obligation
based on its relative standalone selling price or estimate the standalone selling price if it is not observable. A standalone selling
price is not available for our performance obligations since we do not sell any of the services separately and there is no competitor
pricing that is available. As a consequence, the best method for determining standalone selling price of our Grant of Use performance
obligation is through a comparison of the average royalty rate for comparable license agreements as compared to our license agreements.
Comparable license agreements must consider several factors including: (i) the materials that are being licensed, (ii) the market application
for the licensed materials, and (iii) the financial terms in the license agreements that can increase or decrease the risk/reward nature
of the agreement.

 Based
on the royalty rate comparison referred to above, any pricing above and beyond the average royalty rate would relate to the Technical
Support and New Improvements performance obligations. The Company focuses a significant portion of its time and resources to provide
the Technical Support and New Improvements services to its licensees, which further supports the conclusions reached using the royalty
rate analysis.

 The
Technical Support and New Improvements performance obligations are co-terminus over the term of the license agreement. For purposes of
determining the transaction price, and recognizing revenue, the Company combined the Technical Support and New Improvements performance
obligations because they have the same pattern of transfer and the same term. We maintain a staff of scientists and other professionals
whose primary job responsibilities throughout the year are: (i) being available to respond to Technical Support needs of our licensees,
and (ii) developing improvements to our technology which are offered to our licensees as New Improvements. Since the costs incurred to
satisfy the Technical Support and New Improvements performance obligations are incurred evenly throughout the year, the value of the
Technical Support and New Improvements services are recognized throughout the initial contract period as these performance obligations
are satisfied. If the agreement is not terminated at the end of the initial contract period, it will renew on the same terms as the initial
contract for a one-year period. Consequently, any fees or minimum annual royalty obligations relating to this renewal contract will be
allocated similarly to the initial contract over the additional one-year period.

 We
recognize revenue when or as the performance obligations in the contract are satisfied. For performance obligations that are fulfilled
at a point in time, revenue is recognized at the fulfillment of the performance obligation. Since the IP is determined to be a functional
license, the value of the Grant of Use is recognized in the first period of the contract term in which the license agreement is in force.
The value of the Technical Support and New Improvements obligations is allocated throughout the contract period based on the satisfaction
of its performance obligations. If the agreement is not terminated at the end of the contract period, it will renew on the same terms
as the original agreement for a one-year period. Consequently, any fees or minimum annual royalties ("MAR") relating to this
renewal contract will be allocated similarly over that additional year.

 F- 8

 The
Company's license agreements have a variable royalty fee structure (meaning that royalties are a fixed percentage of sales that
vary from period to period) and frequently include a minimum annual royalty commitment. In instances when sales of licensed products
by its licensees exceed the MAR, the Company recognizes fee income as the amounts have been earned. Typically, the royalty rate for such
sales is 10 - 15 % of the selling price. While this is variable consideration, it is subject to the sales/usage royalty exception to recognition
of variable consideration in ASC 606 10-55-65 and therefore is not recognized until the subsequent sales or usage occurs or the MAR period
commences.

 Because
of the immediate recognition of the Grant of Use performance obligation: (i) the first period of the contract term will generally have
a higher percent allocation of the transaction price under ASC 606 and (ii) the remaining periods will have less of the transaction price
recognized under ASC 606. After the initial period in the contract term, the revenue for the remaining periods will be based on the satisfaction
of the technical support and New Improvements obligations. Since most of our license agreements start as of January 1st, the revenue
recognized for the contract under ASC 606 in our first quarter will tend to be higher subsequent quarters in the fiscal year.

 Certain
of the contract fees are accrued by, or paid to, the Company in advance of the period in which they are earned resulting in deferred
revenue. Such excess amounts are recorded as deferred revenue and are recognized as revenue in future periods as earned.

 The
Company operates in a single business segment which is engaged in the development and marketing of technology and devices to control
the flow of light. Our revenue source comes from the licensing of this technology and all of these license agreements have similar terms
and provisions. The majority of the Company's licensing fee income comes from the activities of several licensees participating
in the automotive market. The Company currently believes that the automotive market will be the largest source of its royalty income
over the next several years. The Company's royalty income from this market may be influenced by numerous factors including various
trends affecting demand in the automotive industry and the rate of introduction of new technology in OEM product lines. In addition to
these macro factors, the Company's royalty income from the automotive market could also be influenced by specific factors such
as whether the Company's SPD-SmartGlass technology appears as standard equipment or as an option on a particular vehicle, the number
of additional vehicle models that SPD-SmartGlass appears on, the size of each window on a vehicle and the number of windows on a vehicle
that use SPD SmartGlass, fluctuations in the total number of vehicles produced by a manufacturer, and in the percentage of cars within
each model produced with SPD-SmartGlass, and changes in pricing or exchange rates.

 As
of December 31, 2023, the Company has one license agreement that are in its initial multiyear term ("Initial Term") with
continuing performance obligations going forward. The Initial Term of this agreement will end as of December 31, 2024, The Company currently
expects this agreement will renew annually at the end of the Initial Term. As of December 31, 2023, the aggregate amount of the revenue
to be recognized upon the satisfaction of the remaining performance obligations for this license agreements is $ 100,000. The revenue
for these remaining performance obligations for each of the three license agreements is expected to be recognized evenly throughout their
remaining period of the Initial Term.

 Over
the years, the Company has entered into a number of license agreements covering its light control technology. The Company received
minimum annual royalties under certain license agreements and recorded fee income based on ASC 606 revenue recognition each quarter.
In instances when sales of licensed products by its licensees exceed minimum annual royalties, the Company recognized additional fee
income as the amounts have been earned. Certain of the fees are accrued by, or paid to, the Company in advance of the period in
which they are earned resulting in deferred revenue. Such excess amounts are recorded as deferred revenue and are typically
recognized as fee income when earned. As of December 31, 2023 and 2022, there was no balance in deferred revenue.

 Fee
income represents amounts earned by the Company under various license and other agreements relating to technology developed by the Company.
During 2023, four licensees accounted for 39 %, 16 %, 16 % and 13 % of fee income recognized during the year. During 2022, four licensees
accounted for 28 %, 23 %, 13 % and 11 % of fee income recognized during the year.

 F- 9

 (f)
 Basic and Diluted Loss Per Common Share

 Basic
loss per share excludes any dilution. It is based upon the weighted average number of common shares outstanding during the period. Dilutive
loss per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised
or converted into common stock. The Company's dilutive loss per share equals basic loss per share for each of the years in the
two-year period ended December 31, 2023 because all potentially dilutive securities (i.e., options and warrants) were antidilutive
in those periods. The number of options and warrants that were not included because their effect is antidilutive was 3,294,515 and 4,146,951
for 2023 and 2022, respectively.

 (g)
 Research and Development Costs

and development costs are charged to expense as incurred.

 (h)
 Patent Costs

 The
Company expenses costs relating to the development or acquisition of patents due to the uncertainty of the recoverability of these items.

 (i)
 Use of Estimates

 The
preparation of the Company's consolidated financial statements requires management of the Company to make a number of estimates
and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at
the date of the consolidated financial statements and the reported amounts of revenues and expenses during this period. Actual results
could differ from those estimates.

 (j)
 Income Taxes

 Income
taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective
tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected
to be recovered or settled.

 In
accordance with ASC Topic 740, we recognize tax benefits only for tax positions that are more likely than not to be sustained upon examination
by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized
upon ultimate settlement. Unrecognized tax benefits are tax benefits claimed in tax returns that do not meet these recognition and measurement
standards. We classify accrued interest and penalties related to any unrecognized tax benefits in our income tax provision. At December
31, 2023 and 2022, we do not have accrued interest and penalties related to any unrecognized tax benefits. We do not believe we have
any uncertain tax positions as of December 31, 2023 and 2022.

 The
tax years subject to examination by major tax jurisdictions include the years 2018 and forward by the U.S. Internal Revenue Service and
certain states. The Company is not currently being audited by any tax jurisdiction.

 (k)
 Share-Based Compensation

 We
recognize all stock-based compensation as an expense in the consolidated financial statements and such costs are measured at the fair
value of the award at the date of grant. In addition to reflecting compensation expense for new share-based payment awards, expense is
also recognized to reflect the remaining vesting period of awards that had been granted in prior periods. Tax benefits related to stock
option exercises are reflected as financing cash inflows.

 The
exercise prices for stock options granted are generally set at the average for the high and low trading prices of the Company's
common stock on the trading date immediately prior to the date of grant, and the related numbers of shares granted are fixed at the date
of grant.

 F- 10

 In
order to determine the fair value of stock options on the date of grant, the Company uses the Black-Scholes option-pricing model. Inherent
in this model are assumptions related to expected stock-price volatility, option term, risk-free interest rate and dividend yield. While
the risk-free interest rate and dividend yield are less subjective assumptions that are based on factual data derived from public sources,
the expected stock-price volatility and option term assumptions require a greater level of judgment.

 In
connection with employee and director stock options, the Company charged to compensation expense $ 144,728 and $ 232,291 during the years
ended December 31, 2023 and 2022, respectively. As of December 31, 2023, these awards were fully vested. In lieu of higher cash compensation,
the Company has granted warrants and non-employee options to consultants. These warrants and non-employee options vested fully on the
date of grant. There were no such charges for the year ended December 31, 2023 and 2022.

 (l)
 Restricted Stock

 Compensation
cost for restricted stock is measured using the quoted market price of the Company's common stock at the date the common stock
is granted. The compensation cost is recognized over the period between the issue date and the vesting period for such shares. Restricted
stock is included in total common shares outstanding upon the lapse of any vesting conditions.

 (m)
 Impairment of Long-Lived Assets

 The
Company reviews long-lived assets to determine whether an event or change in circumstances indicates the carrying value of the asset
may not be recoverable. The Company bases its evaluation on such impairment indicators as the nature of the assets, the future economic
benefit of the assets and any historical or future profitability measurements, as well as other external market conditions or factors
that may be present. There was no impairment of long-lived assets recorded during 2023 and 2022.

 (n)
 Fair Value Measurements

 As
of December 31, 2023 and 2022, the fair value of the Company's financial assets and non-warrant liabilities including cash and
cash equivalents, marketable securities, royalties receivable, accounts payable and accrued expenses approximated carrying value due
to the short-term maturity of these instruments.

 (o)
 Recent Accounting Pronouncements

 New
Accounting Standards

 The
Company believes that no new accounting standards that are not yet effective will have a material effect on the Company's consolidated
financial statements.

 F- 11

 (3)
 Fixed Assets

 Fixed
assets and their estimated useful lives as of December 31, 2023 and 2022 are as follows:

 Schedule of Fixed Assets

 2023

 2022

 Estimated useful life

 Equipment and furniture

 $
 1,393,923

 $
 1,392,365

 Trade show materials

 775,654

 775,654

 Autos

 53,764

 53,764

 Leasehold improvements

 584,967

 584,967

 Life of lease or estimated life of asset if shorter

 2,808,308

 2,806,750

 Less accumulated depreciation

 and amortization

 ( 2,768,710
)

 ( 2,741,362
)

 $
 39,598

 $
 65,388

 (4)
 Accrued Expenses and Other

 Accrued
expenses and other consist of the following at December 31, 2023 and 2022:

 Schedule of Accrued Expenses and Other

 2023

 2022

 Payroll, bonuses and related benefits

 $
 9,032

 $
 29,219

 Professional services

 4,800

 4,800

 Other

 Accrued expenses

 $
 14,192

 $
 34,379

 (5)
 Income Taxes

 Since
inception, the Company has incurred losses from operations and as a result has not recorded income tax expense. Benefits related to net
operating loss carryforwards and deferred items have been fully reserved because it is not more likely than not that the Company will
achieve profitable operations. The difference between the total income taxes at the federal statutory rate for each of the years ended
December 31, 2023 and 2022 and the fact that no income tax benefit was recorded in each of these years is attributable to the change
in the valuation allowance recorded in each year.

 The
Tax Cuts and Jobs Act of 2017 ("TCIA") amended IRC Section 174 to require capitalization of all research and development
("R&D") costs incurred in tax years beginning after December 31, 2021. These costs are required to be amortized over
five years if the R&D activities are performed in the U.S., or over 15 years if the activities were performed outside the U.S. For
tax reporting purposes, the Company capitalized $ 583,000 and $ 609,000 of R&D expenses incurred as of December 31, 2023 and 2022,
respectively.

 On
August 16, 2022, The Inflation Reduction Act ("IRA") was signed into law in the United States. Among other provisions, the
IRA includes a 15 % corporate minimum tax rate applies to certain large corporations and a 1 % excise tax on corporate stock repurchases
made after December 31, 2022. We do not expect the IRA to have a material impact on our consolidated financial statements.

 F- 12

 The
tax effects of temporary differences that give rise to significant portions of the deferred tax assets at December 31, 2023 and 2022
are presented below:

 Schedule of Deferred Tax Assets

 2023

 2022

 Deferred tax assets:

 Depreciation

 $
 110,000

 $
 109,000

 Allowance for bad debts

 263,000

 248,000

 Net operating loss carry-forwards

 12,939,000

 13,561,000

 Stock option expense

 257,000

 334,000

 Research and other credits

 834,000

 891,000

 Lease liability

 56,000

 99,000

 Amortization

 225,000

 130,000

 Other

 35,000

 -

 Total gross deferred tax assets

 14,719,000

 15,372,000

 Deferred tax liabilities:

 Lease liability

 38,000

 69,000

 Total gross deferred tax liabilities

 38,000

 69,000

 Valuation allowance

 ( 14,681,000
)

 ( 15,303,000
)

 Net deferred tax

 $
 -

 $
 -

 The
reconciliation of the income tax expense (benefit) computed at the federal statutory tax rates to income tax expense (benefit) is as
follows:

 Schedule of Reconciliation Income Tax Expenses Benefit

 2023

 2022

 Income tax provision at federal statutory rate

 $
 ( 401,000
)

 $
 ( 561,000
)

 Expired carryforwards and other

 1,023,000

 1,011,000

 Valuation allowance

 ( 622,000
)

 ( 450,000
)

 Total income tax provision

 $
 -

 $
 -

 In
assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all
of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon future taxable income
during the period in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax
liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon its historical operating
losses, utilization of deferred tax assets cannot currently be determined. Accordingly, the Company has recorded a full valuation allowance
against the deferred tax assets due to the uncertainty regarding the future utilization of the deferred tax assets for all periods presented.

 At
December 31, 2023, the Company had net operating loss carryforwards for federal income tax purposes of approximately $ 64,587,000. Net
operating loss carryforwards accumulated through December 31, 2017 of approximately $ 52,995,000 will expire in varying amounts from 2024
through 2038. Net operating losses generated since 2018, totaling approximately $ 11,592,000, will carry forward indefinitely, but cannot
offset more than 80 percent of taxable income. Research and other credit carryforwards of approximately $ 904,000 are available to the
Company to reduce income taxes payable in future years principally through 2041. The Company's ability to utilize its net operating
loss carryforwards and its current year tax credits in future periods could be subject to the 382 limitation. The Company will need to
complete an analysis to determine whether its net operating losses are subject to the 382 limitation.

 F- 13

 (6)
 Shareholders' Equity

 (a)
Common Stock and Warrants

 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 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). As of December 31, 2022, the Company received
$ 3,450,000 under these subscription agreements and has issued 1,500,000 common shares and issued 1,500,000 warrants. In addition, the
Company has an outstanding commitment from a potential investor for the remaining $ 1,150,000 under these subscription agreements. The
Company did not sell any other equity securities during the years ended December 31, 2023 and 2022.

 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.

 (b)
 Options and Warrants

 (i)
 Employee Options

 In
2019, the shareholders approved the Company's 2019 Equity Incentive Plan, which provides for the granting of both incentive stock
options at the fair market value at the date of grant and nonqualified stock options at the fair market value at the date of grant to
employees or non-employees who, in the determination of the Board of Directors, have made or may make significant contributions to the
Company in the future. The Company may also award stock appreciation rights, restricted stock, or restricted stock units under this plan.
The Company initially reserved 1,400,000 shares of its common stock for issuance under this plan, and 84,500 options and other awards
were available for issuance under this plan as of December 31, 2023.

 At
the discretion of the Board of Directors, options expire in 10 years or less from the date of grant and are generally fully exercisable
upon grant but in some cases may be subject to vesting in the future. Full payment of the exercise price may be made in cash or in shares
of common stock valued at the fair market value thereof on the date of exercise, or by agreeing with the Company to cancel a portion
of the exercised options.

 The
Company granted 223,000 fully vested options during 2023 and recorded share-based compensation of $ 144,728. The Company granted 178,000
fully vested options during 2022 and recorded share-based compensation of $ 232,291. The Company valued these grants using the Black-Scholes
option pricing model with the following weighted average assumptions:

 Schedule of Assumptions Used to Value Options Granted to Employees

 2023

 2022

 Fair value on grant date

 $
 1.02

 $
 1.31

 Expected dividend yield

 -

 -

 Expected volatility

 %

 %

 Risk free interest rate

 3.84
 %

 3.99
 %

 Expected term of the option

 F- 14

 Activity
for stock options is summarized below:

 Schedule of Option Activity

 Number of Shares

Subject to Option

 Weighted Average

Exercise Price

 Weighted Average Remaining
 Contractual

 Term (Years)

 Aggregate Intrinsic Value

 Balance at January 1, 2022

 1,199,710

 $
 3.67

 5.7

 $
 21,870

 Granted

 178,000

 $
 1.95

 Cancelled

 ( 130,750
)

 $
 4.91

 Exercised

 -

 $
 -

 Balance at December 31, 2022

 1,246,960

 $
 3.35

 5.8

 $
 67,510

 Granted

 223,000

 $
 1.02

 Cancelled

 ( 254,588
)

 $
 5.47

 Exercised

 -

 $
 -

 Balance at December 31, 2023

 1,215,372

 $
 2.48

 6.7

 $
 -

 All
options are exercisable at December 31, 2023.

 (ii)
Warrants and Non-Employee Options

 Activity
in warrants is summarized below:

 Schedule of Warrant Activity

 Number of Shares

 Underlying

 Weighted Average

 Warrants Granted

 Exercise Price

 Balance at January 1, 2022

 1,399,991

 $
 2.27

 Exercised

 -

 Terminated

 -

 Issued

 1,500,000

 2.76

 Balance at December 31, 2022

 2,899,991

 $
 2.52

 Exercised

 ( 358,891
)

 $
 1.35

 Terminated

 ( 461,957
)

 1.35

 Issued

 -

 Balance at December 31, 2023

 2,079,143

 $
 3.20

 In
lieu of cash compensation, the Company has granted warrants to investors and non-employee options to consultants. These warrants and
non-employee options vested ratably over various terms ranging from 12 to 59 months. The non-employee options are valued at fair value
at the time that the related services are provided using the Black-Scholes option valuation model and marked to market quarterly using
the Black-Scholes option valuation model. There are 2,079,143 warrants issued to investors that are outstanding that are accounted for
as equity.

 Warrants
and non-employee options generally expire in five years from the date of issuance. At December 31, 2023, all warrants and non-employee
options outstanding were exercisable.

 F- 15

 (c)
 Restricted Stock Grants

2023 and 2022, the Company did not issue restricted stock to its directors and employees.

 (7)
 License and Other Agreements

 The
Company has entered into a number of license agreements covering various products using the Company's SPD technology. Some of these
license agreements are limited to specific countries and/or markets. Licensees of Research Frontiers who incorporate SPD technology into
end products pay Research Frontiers an earned royalty of 10 - 15 % of net sales of licensed products under license agreements currently in
effect and may also be required to pay Research Frontiers fees and minimum annual royalties. Licensees who sell products or components
to other licensees of Research Frontiers do not pay a royalty on such sale; Research Frontiers will collect such royalty from the licensee
incorporating such products or components into its own end-products. Research Frontiers' license agreements typically allow the
licensee to terminate the license after some period of time and give Research Frontiers only limited rights to terminate before the license
expires. Most licenses are non-exclusive and generally last as long as our patents remain in effect.

 On
March 14, 2019, the Company suspended its VariGuard SmartGlass business unit activities. Instead, the Company licensed a new entity to
pursue the business opportunities previously pursued by the Company's VariGuard SmartGlass business unit. This new licensee continues
to use the VariGuard SmartGlass name. In addition to other employees at VariGuard SmartGlass Inc., one of the Company's officers
(Michael R. LaPointe) and one former officer (Seth L. Van Voorhees) are shareholders of VariGuard SmartGlass Inc. and, as consequence,
this transaction is a related party relationship which has been reviewed and approved by the Company's Board of Directors pursuant
to the requirements of Delaware corporate law and the Company's Code of Ethics. Mr. LaPointe also remains a full-time employee
at the Company. In October 2021, the Company entered into an amendment to the license agreement with VariGuard modifying its scope and
terms.

 (8)
 Commitments

 The
Company has an employment agreement with its chief executive officer which provides for an annual base salary of $ 500,000 for calendar
year 2024. This employment agreement has an evergreen provision that extends the term by one year on the expiration date unless either
the Company or the employee has given notice that they will not be renewing the agreement upon the expiration of its term.

 The
Company has a defined contribution profit sharing (401k) plan covering employees who have completed one year of service. Contributions
are made at the discretion of the Company. The Company did not make any contributions to this plan for 2023 or 2022.

 The
Company determines if an arrangement is a lease at its inception. This determination generally depends on whether the arrangement conveys
the right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration.
Control of an underlying asset is conveyed if the Company obtains the rights to direct the use of, and to obtain substantially all of
the economic benefits from the use of, the underlying asset. Lease expense for variable leases and short-term leases is recognized when
the obligation is incurred.

 The
Company has operating leases for certain facilities, vehicles and equipment with a weighted average remaining lease term of 1.3 years
as of December 31, 2023. Operating leases are included in right of use lease assets, other current liabilities and long-term lease liabilities
on the consolidated balance sheet. Right of use lease assets and liabilities are recognized at each lease's commencement date based
on the present value of its lease payments over its respective lease term. The Company does not have an established incremental borrowing
rate as it does not have any debt. The Company uses the stated borrowing rate for a lease when readily determinable. When the interest
rate implicit in its lease agreements is not readily determinable, the Company uses an interest rate based on the marketplace for public
debt. The weighted average discount rate associated with operating leases as of December 31, 2023 is 5.5 %.

 F- 16

 Maturities
of operating lease liabilities as of December 31, 2023 were as follows:

 Schedule of Minimum Annual Future Rental Commitments

 December 31,

 2023

 Year 1

 $
 222,000

 Years 2-3

 56,000

 Years 4-5

 -

 Thereafter

 -

 Total lease payments

 278,000

 Less: imputed lease interest

 ( 10,278
)

 Present value of lease liabilities

 $
 267,722

 (9)
 Rights Plan

 In
February 2013, the Company's Board of Directors adopted a Stockholders' Rights Plan (the "Rights Plan") and declared
a dividend distribution of one right (a "Right") for each outstanding share of Company common stock to stockholders of record
at the close of business on March 3, 2013 ("Record Time") and authorized the issuance of one Right in respect of each share
of Common Stock issued after the Record Time and prior to the Separation Time. The Rights Plan was readopted and extended in December
2022 until February 11, 2033.

 "Separation
Time" shall mean the earlier of the Close of Business on the tenth Business Day (or such later date as the Board of Directors may
from time to time fix by resolution adopted prior to the Separation Time that otherwise would have occurred) following but not including
(i) the date on which any Person commences a tender or exchange offer that, if consummated, would result in such Person's becoming
an Acquiring Person, and (ii) the date of the first event causing a Flip-in Date to occur; provided that if any tender or exchange offer
referred to in clause (i) of this paragraph is cancelled, terminated or otherwise withdrawn prior to the Separation Time without the
purchase of any shares of Common Stock pursuant thereto, such offer shall be deemed, for purposes of this paragraph, never to have been
made.

 Subject
to certain exceptions listed in the Rights Plan, if a person or group has acquired beneficial ownership of, or commences a tender or
exchange offer for, 15 % or more of the Company's common stock, unless redeemed by the Company's Board of Directors, each
Right entitles the holder (other than the acquiring person) to purchase from the Company $ 80 worth of common stock for $ 40. If the Company
is merged into, or 50 % or more of its assets or earning power is sold to, the acquiring company, the Rights will also enable the holder
(other than the acquiring person) to purchase $ 80 worth of common stock of the acquiring company for $ 40. During 2022, the Company extended
to expiration of The Rights to the close of business on February 11, 2033, unless the Rights Plan is extended by the Company's
Board of Directors or unless the Rights are earlier redeemed by the Company at a price of $ 0.0001 per Right. The Rights are not exercisable
during the time when they are redeemable by the Company.

 The
above description highlights some of the features of the Company's Rights Plan and is not a complete description of the Rights
Plan. A more detailed description and copy of the Rights Plan has been filed with the SEC and is available from the Company upon request.

 Note
10. Related Party

 Effective
June 4, 2023, the Chairman and CEO of Gauzy, Ltd., one of the Company's licensees, joined the Board of the Company. Gauzy's
license agreement has been in effect since September 17, 2017 and provides for minimum annual royalties and earned royalties relating
to sales of SPD-SmartGlass architectural window products. Because the Company collects a 10 - 15 % percentage royalty from the higher-priced
end product sales by Gauzy's customers purchasing their SPD-Smart light control film, under its license agreement with Gauzy, the
Company does not collect a royalty on sales by Gauzy of SPD-Smart light control film to these licensee customers. In addition, the Company's
licensee Vision Systems, Inc. is a 100 % owned subsidiary of Gauzy, Ltd. For years ended December 31, 2023 and 2022, fee income related
to Gauzy and Vision Systems represented 18 % and 31 %, respectively, of the Company's total fee income. In addition, as of December
31, 2023 and 2022, the Company's accounts receivable from Gauzy and Vision Systems represented 8 % and 9 %, respectively, of the
Company's total royalty receivables, before reserves. In January 2024 these receivables were paid in full by Gauzy and Vision
Systems.

 F- 17