Business Context and Reporting Period
Company: Research Frontiers Inc (REFR)
Filing Type: Form 8-K (Current Report)
Date of Report: June 2, 2026
Reporting Period: Events occurring on June 2, 2026, regarding compliance reviews covering April 15, 2026, to June 1, 2026.
Key Financial Metrics and Listing Status
This filing addresses compliance with Nasdaq listing standards rather than reporting standard financial performance metrics (revenue, profit, cash flow). The following metrics are derived from the deficiency notifications:
- Minimum Bid Price: Failed to maintain a closing bid price of $1.00 per share for 30 consecutive business days (April 15, 2026 – June 1, 2026).
- Market Value of Listed Securities (MVLS): Failed to maintain a minimum MVLS of $35 million for 30 consecutive business days (April 20, 2026 – June 1, 2026).
- Alternative Standards: The Company does not currently meet alternative standards for minimum stockholders' equity or net income from continuing operations.
- Liquidity/Trading Status: Common stock continues to trade on The Nasdaq Capital Market under the symbol "REFR" with no immediate suspension.
Material Changes and Compliance Timeline
The Company received two deficiency notification letters from Nasdaq on June 2, 2026, citing non-compliance with Listing Rules 5550(a)(2) and 5550(b)(2). Key timeline details include:
- Compliance Period: 180 calendar days, ending November 30, 2026.
- Recovery Requirement (Bid Price): Closing bid price must be at least $1.00 per share for a minimum of 10 consecutive business days.
- Recovery Requirement (MVLS): MVLS must close at $35 million or more for a minimum of 10 consecutive business days.
Management Commentary, Outlook, and Risks
Management Strategy: The Company intends to monitor stock performance and consider available options to regain compliance. The primary objective is to achieve compliance through improved market valuation and bid-price performance.
Reverse Stock Split: Management explicitly states it does not currently intend to effect a reverse stock split to regain compliance.
Risks and Contingencies:
- There is no assurance the Company will regain compliance within the 180-day period or at all.
- Failure to comply may result in delisting from The Nasdaq Capital Market.
- The Company may fail to meet other continued listing standards.
Investor Verification Checklist
- Verify the current closing bid price of REFR stock to assess proximity to the $1.00 threshold.
- Monitor the Company's Market Value of Listed Securities (MVLS) against the $35 million requirement.
- Review subsequent filings for any announcements regarding a change in strategy, such as a potential reverse stock split.
- Check for any further correspondence from Nasdaq regarding the extension or termination of the compliance period.
- Confirm the Company's stockholders' equity and net income figures in the next quarterly report to understand the failure of alternative listing standards.