10-Q

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended March 31, 2014 Commission File No. 1-9399

RESEARCH FRONTIERS INCORPORATED

       (Exact name of registrant as specified in charter)        

Delaware	11-2103466
(State of incorporation or organization)	(IRS Employer
	Identification No.)

240 Crossways Park Drive, Woodbury, N.Y.		11797
(Address of principal executive offices)	(Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.       Yes     X       No      __

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).       Yes     X       No      __

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [   ] Accelerated filer [X] Non-accelerated filer [   ] Smaller reporting company [   ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes [   ]        No [X]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of May 5, 2014, there were outstanding 23,124,465 shares of Common Stock, par value $0.0001 per share.

1

RESEARCH FRONTIERS INCORPORATED
Consolidated Balance Sheets

	March 31
	2014			December 31
Assets	(Unaudited)			2013
Current assets:
Cash and cash equivalents	$	5,097,924		$	5,866,123
Short-term investments		5,077,970			5,076,930
Royalty receivables, net of reserves of $173,921 in
2014 and 2013		860,430			867,162
Prepaid expenses and other current assets		80,181			135,080
Total current assets		11,116,505			11,945,295
Fixed assets, net		101,535			64,365
Deposits and other assets		33,567			22,605
Total assets	$	11,251,607		$	12,032,265
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	138,385		$	56,603
Accrued expenses and other		201,476			80,725
Deferred revenue		56,250			25,000
Total current liabilities		396,111			162,328
Shareholders’ equity:
Common stock, par value $0.0001 per share;
authorized 100,000,000 shares, issued and outstanding
23,124,465 and 23,109,665 shares for 2014 and 2013		2,312			2,311
Additional paid-in capital		105,319,221			105,184,600
Accumulated deficit		(94,466,037	)		(93,316,974	)
Total shareholders’ equity		10,855,496			11,869,937
Total liabilities and shareholders’ equity	$	11,251,607		$	12,032,265

See accompanying notes to consolidated financial statements.

2

RESEARCH FRONTIERS INCORPORATED
Consolidated Statements of Operations
(Unaudited)

	Three months ended
	March 31, 2014			March 31, 2013
Fee income	$	308,347		$	707,231
Operating expenses		1,016,238			1,667,831
Research and development		449,813			636,436
Total Expenses		1,466,051			2,304,267
Operating loss		(1,157,704	)		(1,597,036	)
Net investment income		8,641			7,852
Net loss	$	(1,149,063	)	$	(1,589,184	)
Basic and diluted net loss
per common share	$	(0.05	)	$	(0.07	)
Weighted average number of
common shares outstanding		23,117,229			22,916,095

See accompanying notes to consolidated financial statements.

3

RESEARCH FRONTIERS INCORPORATED
Consolidated Statements of Cash Flows
(Unaudited)

	Three months ended
	March 31, 2014			March 31, 2013
Cash flows from operating activities:
Net loss	$	(1,149,063	)	$	(1,589,184	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization		6,075			10,321
Stock-based compensation		52,334			713,631
Change in assets and liabilities:
Royalty receivables		6,732			(109,941	)
Prepaid expenses and other current assets		43,937			113,869
Deferred revenue		31,250			166,250
Accounts payable and accrued expenses		202,533			131,254
Net cash used in operating activities		(806,202	)		(563,800	)
Cash flows from investing activities:
Purchases of fixed assets		(43,245	)		(11,127	)
Change in short term investments		(1,040	)		-
Net cash used in investing activities		(44,285	)		(11,127	)
Cash flows from financing activities:
Net proceeds from exercise of options and warrants		82,288			-
Net cash provided by financing activities		82,288			-
Net decrease in cash and cash equivalents		(768,199	)		(574,927	)
Cash and cash equivalents at beginning of year		5,866,123			8,390,233
Cash and cash equivalents at end of year	$	5,097,924		$	7,815,306

See accompanying notes to consolidated financial statements.

4

RESEARCH FRONTIERS INCORPORATED
Notes to Consolidated Financial Statements
March 31, 2014
(Unaudited)

Basis of Presentation

The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2014. For further information, refer to the consolidated financial statements and footnotes thereto included in the Annual Report on Form 10-K relating to Research Frontiers Incorporated (the “Company”) for the fiscal year ended December 31, 2013.

Business

Research 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 and navigation systems; aircraft windows; 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 historically utilized its cash and the proceeds from the sale of its investments 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 forgoing 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 on the nature of such changes. There can be no assurance that expenditures will not exceed the anticipated amounts or that additional financing, if required, will be available when needed or, if available, that’s its terms will be favorable or acceptable to the Company. 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.

5

Patent Costs

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

Revenue Recognition

The Company has entered into a number of license agreements covering its light-control technology. The Company receives minimum annual royalties under certain license agreements and records fee income on a ratable basis each quarter. In instances when sales of licensed products by its licensees exceed minimum annual royalties, the Company recognizes 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 recognized into income in future periods as earned.

Fee Income

Fee income represents amounts earned by the Company under various license and other agreements relating to technology developed by the Company. During the first three months of 2014, two licensees accounted for 10% or more of fee income of the Company; these licensees accounted for approximately 47% and 11% respectively of fee income recognized during this period. During the first three months of 2013, three licensees accounted for 10% or more of fee income of the Company; these licensees accounted for approximately 36%, 25% and 10% respectively of fee income recognized during such period.

Stock-Based Compensation

GAAP requires that all stock-based compensation be recognized as an expense in the financial statements and that such costs be measured at the fair value of the award.

The Company has granted options/warrants to consultants. These awards generally vest ratably over 12 to 60 months from the date of grant and the Company charges to operations quarterly the current market value of the options using the Black-Scholes method. During the three months ended March 31, 2014 and 2013 a benefit of ($79,310) and ($1,193), respectively, and was recorded to operations reflecting the fair value of the options using the Black-Scholes method with the following weighted average assumptions:

	2014	2013
Risk free interest rate	0.4%	0.3%
Option Life	1.4 years	2.0 years
Volatility	46%	54%

6

The Company granted 80,200 fully vested options to employees during the three months ended March 31, 2013 and recorded share-based compensation of $173,120. The Company valued these grants using the Black-Scholes option pricing model with the following assumptions:

Risk free interest rate	0.8%
Option Life	5 years
Volatility	71%

The Company did not grant any stock options to employees and directors during the three months ended March 31, 2014.

In connection with the restricted stock grants to employees and directors, the Company charged $131,644 and $541,704 to operations during the three months ended March 31, 2014 and 2013 respectively. As of March 31, 2014, remaining unamortized compensation costs in connection with these restricted stock grants was $626,819 which will be recognized over the next 21 month period.

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 since it was not more likely than not that the Company would achieve profitable operations.

Equity

The Company did not sell any equity securities during the three months ended March 31, 2014 and 2013. The Company received proceeds of $82,288 during the three months ended March 31, 2014 in connection with stock issued by the exercise of options granted to an employee.

Treasury Stock

The Company did not repurchase any of its stock during the three months ended March 31, 2014 and 2013.

Investments

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 classifications. 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 on 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 securities sold is based on the specific identification method. Interest and dividends on the investments are accrued at the balance sheet date. At March 31, 2014 and December 31, 2013 all investments were classified as held to maturity and consisted of the following:

			March 31, 2014		December 31, 2013
Certificates of Deposit		Maturity	Value of Held to Muturity Investment		Value of Held to Muturity Investment
Investment		Date	(based on cost)		(based on cost)
$	2,007,997	April 18, 2014	$	2,007,997	$	2,007,997
	2,011,967	October 17, 2014		2,011,967		2,011,967
	502,820	June 29, 2014		502,820		502,821
	301,692	April 6, 2014		301,692		301,692
	253,492	December 29,2014		253,494		252,453
			$	5,077,970	$	5,076,930

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Fair Value Measurements

We value financial instruments using a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than quoted prices for similar assets or liabilities in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Financial assets accounted for at fair value on a recurring basis at March 31, 2014 include cash, cash equivalents and short term investments of approximately $10.2 million. These assets are carried at fair value based on quoted market prices for identical securities (Level 1 inputs).

Management’s Discussion and Analysis of
Financial Condition and Results of Operations

Critical Accounting Policies

The following accounting policies 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” in our Form 10-K report for the period ending December 31, 2013.

The Company has entered into a number of license agreements covering products using the Company’s SPD technology. The Company receives fees and minimum annual royalties under certain license agreements and records fee income on a ratable basis each quarter. In instances when sales of licensed products by its licensees exceed minimum annual royalties, the Company recognizes 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.

The Company expenses costs relating to the development or acquisition of patents due to the uncertainty of the recoverability of these items. All of our research and development costs are charged to operations as incurred. Our research and development expenses consist of costs incurred for internal and external research and development. These costs include direct and indirect overhead expenses.

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 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 would be 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.

8

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 assets and 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 would be realized in future periods.

Results of Operations

Three months ended March 31, 2014 Compared to the Three months ended March 31, 2013

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. 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 of 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.

The Company’s fee income from licensing activities for the three months ended March 31, 2014 decreased to $308,347 from $707,231 for the three months ended March 31, 2013. Most of the decrease in fee income during this period was a result of non-recurring revenue recorded in the first quarter of 2013 such as a one-time payment by a licensee in the first quarter of 2013 that did not recur in the first quarter of 2014, increased upfront fees in the first quarter of 2013 from two new license agreements entered into during such quarter (compared to no new license agreements entered into during the first quarter of 2014), and a reduction in automotive fee income resulting from a pre-scheduled shut down for maintenance and other modifications of the factory lines producing the Mercedes-Benz SLK and SL roadsters which reduced the total number of SLK and SL vehicles produced during the early part of the first quarter of 2014. 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 may 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. 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.

Operating expenses decreased by $651,593 for the three months ended March 31, 2014 to $1,016,238 from $1,667,831 for the three months ended March 31, 2013. This decrease was principally the result of lower non-cash compensation charges related to common stock, option and warrant grants to consultants, directors and employees ($501,000) primarily due to timing of the Company’s annual grant, as well as lower cash directors fees and expenses ($82,000) and lower marketing and investor relations costs ($63,000).

Research and development expenditures decreased by $186,623 to $449,813 for the three months ended March 31, 2014 from $636,436 for the three months ended March 31, 2013. This decrease was principally the result of lower non-cash compensation charges related to common stock and options granted to employees ($153,000) primarily due to timing of the Company’s annual grant, as well as lower materials costs ($35,000).

9

The Company’s net investment income for the three months ended March 31, 2014 was $8,641 compared to than $7,852 earned for the three months ended March 31, 2013.

No income tax expense or benefit was recorded for the three months ended March 31, 2014 or 2013 due to the Company’s history of incurring net operating losses.

As a consequence of the factors discussed above, the Company’s net loss was $1,149,063 ($0.05 per common share) for the three months ended March 31, 2014 as compared to $1,589,184 ($0.07 per common share) for the three months ended March 31, 2013.

Financial Condition, Liquidity and Capital Resources

The Company has primarily utilized its cash, cash equivalents, short-term investments, and the proceeds from its investments 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.

During the three months ended March 31, 2014, the Company’s cash and cash equivalents balance decreased by $768,199. The decline was mainly due to cash used for operations of $806,202 and the purchase of fixed assets of $43,245 partially offset by cash of $82,288 received from the exercise of employee stock options. As of March 31, 2014 the Company had working capital (total current assets less total current liabilities) of $10,720,394 and total shareholder's equity of $10,855,496.

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’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, 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. Based upon existing levels of cash expenditures, existing cash reserves and budgeted revenues, the Company believes that it would not require additional funding for the foreseeable future. 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. 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 licensees to fund its operations.

10

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The information required by Item 3 has been disclosed in Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. There has been no material change in the disclosure regarding market risk.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We designed our disclosure controls and procedures 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 principal executive and principal financial officer, to allow timely decisions regarding required disclosure. Our chief executive officer and chief financial officer, with assistance from other members of our management, have reviewed the effectiveness of our disclosure controls and procedures as of March 31, 2014, and, based on their evaluation, have concluded that our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the three months ended March 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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 Section 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.

11

PART II. OTHER INFORMATION

Item 6. Exhibits

31.1	Rule 13a-14(a)/15d-14(a) Certification of Joseph M. Harary - Filed herewith.
31.2	Rule 13a-14(a)/15d-14(a) Certification of Seth L. Van Voorhees - Filed herewith.
32.1	Section 1350 Certification of Joseph M. Harary - Filed herewith.
32.2	Section 1350 Certification of Seth L. Van Voorhees - Filed herewith.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.PRE	XBRL Taxonomy Extension Presentation Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized.

RESEARCH FRONTIERS INCORPORATED

(Registrant)

/s/ Joseph M. Harary

Joseph M. Harary, President, CEO and Treasurer
(Principal Executive)

/s/ Seth L. Van Voorhees

Seth L. Van Voorhees, Vice President, CFO and Treasurer
(Principal Financial and Accounting Officer)

Date: May 5, 2014

12

EX-31.1

EXHIBIT 31.1       CERTIFICATION

I, Joseph M. Harary,certify that:

1. I have reviewed this quarterly report on Form 10-Q of Research Frontiers Incorporated (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer’s and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer’s and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: May 5, 2014	/s/ Joseph M. Harary
	Joseph M. Harary
	President, Chief Executive Officer

13

EX-31.2

EXHIBIT 31.2       CERTIFICATION

I, Seth L. Van Voorhees, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Research Frontiers Incorporated (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer’s and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer’s and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: May 5, 2014	/s/ Seth L. Van Voorhees
	Seth L. Van Voorhees
	Vice President, Chief Financial Officer,
	Treasurer and Principal Accounting Officer

14

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

       In connection with the Quarterly Report of Research Frontiers Incorporated (the “Company”) on Form 10-Q for the quarter ended March 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Joseph M. Harary, President and Chief Executive Officer and Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Joseph M. Harary

Joseph M. Harary

President, Chief Executive Officer and Principal Executive Officer

May 5, 2014

15

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

       In connection with the Quarterly Report of Research Frontiers Incorporated (the “Company”) on Form 10-Q for the quarter ended March 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Seth L. Van Voorhees, Vice President, Chief Financial Officer, Treasurer and Principal Accounting Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Seth L. Van Voorhees

Seth L. Van Voorhees

Vice President, Chief Financial Officer,

Treasurer and Principal Accounting Officer

May 5, 2014

16

XML

Fair Value Measurements (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014
Fair Value Measurements [Abstract]
Financial assets at fair value	$ 10.2

XML

Revenue Recognition

3 Months Ended

Mar. 31, 2014

Revenue Recognition [Abstract]

Revenue Recognition

Revenue Recognition

The Company has entered into a number of license agreements covering its light-control technology. The Company receives minimum annual royalties under certain license agreements and records fee income on a ratable basis each quarter. In instances when sales of licensed products by its licensees exceed minimum annual royalties, the Company recognizes 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 recognized into income in future periods as earned.

XML

Patent Costs

3 Months Ended

Mar. 31, 2014

Patent Costs [Abstract]

Patent Costs

Patent Costs

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

XML

Consolidated Balance Sheets (USD $)	Mar. 31, 2014	Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 5,097,924	$ 5,866,123
Short term investments	5,077,970	5,076,930
Royalty receivables, net of reserves of $173,921 in 2014 and 2013	860,430	867,162
Prepaid expenses and other current assets	80,181	135,080
Total current assets	11,116,505	11,945,295
Fixed assets, net	101,535	64,365
Deposits and other assets	33,567	22,605
Total assets	11,251,607	12,032,265
Current liabilities:
Accounts payable	138,385	56,603
Accrued expenses and other	201,476	80,725
Deferred revenue	56,250	25,000
Total current liabilities	396,111	162,328
Shareholders' equity:
Common stock, par value $0.0001 per share; authorized 100,000,000 shares, issued and outstanding 23,124,465 and 23,109,665 shares for 2014 and 2013	2,312	2,311
Additional paid-in capital	105,319,221	105,184,600
Accumulated deficit	(94,466,037)	(93,316,974)
Total shareholders' equity	10,855,496	11,869,937
Total liabilities and shareholders' equity	$ 11,251,607	$ 12,032,265

XML

Basis of Presentation

3 Months Ended

Mar. 31, 2014

Basis of Presentation [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2014. For further information, refer to the consolidated financial statements and footnotes thereto included in the Annual Report on Form 10-K relating to Research Frontiers Incorporated (the "Company") for the fiscal year ended December 31, 2013.

XML

Stock-Based Compensation (Narrative) (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unamortized compensation costs	$ 626,819
Unamortized compensation costs, period for recognition	21 months
Consultant [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Charge/(benefit) recorded	(79,310)	(1,193)
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Charge/(benefit) recorded	131,644	541,704
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options granted		80,200
Charge/(benefit) recorded		$ 173,120
Minimum [Member] | Consultant [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	12 months
Maximum [Member] | Consultant [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	60 months

XML

Investments (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Certificates of Deposit [Member]
Schedule of Held-to-maturity Securities [Line Items]
Value of Held to Maturity Investments (based on cost)	$ 5,077,970	$ 5,076,930
Certificate Of Deposits One [Member]
Schedule of Held-to-maturity Securities [Line Items]
Maturity Date	Apr. 18, 2014
Value of Held to Maturity Investments (based on cost)	2,007,997	2,007,997
Certificate Of Deposits Two [Member]
Schedule of Held-to-maturity Securities [Line Items]
Maturity Date	Oct. 17, 2014
Value of Held to Maturity Investments (based on cost)	2,011,967	2,011,967
Certificate Of Deposits Three [Member]
Schedule of Held-to-maturity Securities [Line Items]
Maturity Date	Jun. 29, 2014
Value of Held to Maturity Investments (based on cost)	502,820	502,821
Certificate Of Deposits Four [Member]
Schedule of Held-to-maturity Securities [Line Items]
Maturity Date	Apr. 06, 2014
Value of Held to Maturity Investments (based on cost)	301,692	301,692
Certificate Of Deposits Five [Member]
Schedule of Held-to-maturity Securities [Line Items]
Maturity Date	Dec. 29, 2014
Value of Held to Maturity Investments (based on cost)	$ 253,494	$ 252,453

XML

Business

3 Months Ended

Mar. 31, 2014

Business [Abstract]

Business

Business

Research 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 and navigation systems; aircraft windows; 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 historically utilized its cash and the proceeds from the sale of its investments 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 forgoing 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 on the nature of such changes. There can be no assurance that expenditures will not exceed the anticipated amounts or that additional financing, if required, will be available when needed or, if available, that's its terms will be favorable or acceptable to the Company. 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.

XML

Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Consolidated Balance Sheets [Abstract]
Royalty receivables, reserves	$ 173,921	$ 173,921
Capital stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Capital stock, shares authorized	100,000,000	100,000,000
Capital stock, shares issued	23,124,465	23,109,665
Capital stock, shares outstanding	23,124,465	23,109,665

XML

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2014

Stock-Based Compensation [Abstract]

Schedule of Assumptions Used to Value Options Granted to Consultants

The Company has granted options/warrants to consultants. These awards generally vest ratably over 12 to 60 months from the date of grant and the Company charges to operations quarterly the current market value of the options using the Black-Scholes method. During the three months ended March 31, 2014 and 2013 a benefit of ($79,310) and ($1,193), respectively, and was recorded to operations reflecting the fair value of the options using the Black-Scholes method with the following weighted average assumptions:

	2014	2013
Risk free interest rate	0.4%	0.3%
Option Life	1.4 years	2.0 years
Volatility	46%	54%

Schedule of Assumptions Used to Value Options Granted to Employees

The Company granted 80,200 fully vested options to employees during the three months ended March 31, 2013 and recorded share-based compensation of $173,120. The Company valued these grants using the Black-Scholes option pricing model with the following assumptions:

Risk free interest rate	0.8%
Option Life	5 years
Volatility	71%

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2014	May 05, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	RESEARCH FRONTIERS INC
Entity Central Index Key	0000793524
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Trading Symbol	refr
Entity Common Stock, Shares Outstanding		23,124,465
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2014
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2014

XML

Investments (Tables)

3 Months Ended

Mar. 31, 2014

Investments [Abstract]

Schedule of Investments

At March 31, 2014 and December 31, 2013 all investments were classified as held to maturity and consisted of the following:

			March 31, 2014		December 31, 2013
Certificates of Deposit		Maturity	Value of Held to Muturity Investment		Value of Held to Muturity Investment
Investment		Date	(based on cost)		(based on cost)
$	2,007,997	April 18, 2014	$	2,007,997	$	2,007,997
	2,011,967	October 17, 2014		2,011,967		2,011,967
	502,820	June 29, 2014		502,820		502,821
	301,692	April 6, 2014		301,692		301,692
	253,492	December 29, 2014		253,494		252,453
			$	5,077,970	$	5,076,930

XML

Consolidated Statements of Operations (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Consolidated Statements of Operations [Abstract]
Fee income	$ 308,347	$ 707,231
Operating expenses	1,016,238	1,667,831
Research and development	449,813	636,436
Total Expenses	1,466,051	2,304,267
Operating loss	(1,157,704)	(1,597,036)
Net investment income	8,641	7,852
Net loss	$ (1,149,063)	$ (1,589,184)
Basic and diluted net loss per common share	$ (0.05)	$ (0.07)
Weighted average number of common shares outstanding	23,117,229	22,916,095

XML

Income Taxes

3 Months Ended

Mar. 31, 2014

Income Taxes [Abstract]

Income Taxes

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 since it was not more likely than not that the Company would achieve profitable operations.

XML

Stock-Based Compensation

3 Months Ended

Mar. 31, 2014

Stock-Based Compensation [Abstract]

Stock-Based Compensation

Stock-Based Compensation

GAAP requires that all stock-based compensation be recognized as an expense in the financial statements and that such costs be measured at the fair value of the award.

The Company has granted options/warrants to consultants. These awards generally vest ratably over 12 to 60 months from the date of grant and the Company charges to operations quarterly the current market value of the options using the Black-Scholes method. During the three months ended March 31, 2014 and 2013 a benefit of ($79,310) and ($1,193), respectively, and was recorded to operations reflecting the fair value of the options using the Black-Scholes method with the following weighted average assumptions:

	2014	2013
Risk free interest rate	0.4%	0.3%
Option Life	1.4 years	2.0 years
Volatility	46%	54%

The Company granted 80,200 fully vested options to employees during the three months ended March 31, 2013 and recorded share-based compensation of $173,120. The Company valued these grants using the Black-Scholes option pricing model with the following assumptions:

Risk free interest rate	0.8%
Option Life	5 years
Volatility	71%

The Company did not grant any stock options to employees and directors during the three months ended March 31, 2014.

In connection with the restricted stock grants to employees and directors, the Company charged $131,644 and $541,704 to operations during the three months ended March 31, 2014 and 2013 respectively. As of March 31, 2014, remaining unamortized compensation costs in connection with these restricted stock grants was $626,819 which will be recognized over the next 21 month period.

XML

Equity (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Equity [Abstract]
Proceeds from sales of equity	$ 82,288

XML

Fee Income (Details) (Sales [Member])	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Licensee One [Member]
Product Information [Line Items]
Percentage of fee income	47.00%	36.00%
Licensee Two [Member]
Product Information [Line Items]
Percentage of fee income	11.00%	25.00%
Licensee Three [Member]
Product Information [Line Items]
Percentage of fee income		10.00%

XML

Investments

3 Months Ended

Mar. 31, 2014

Investments [Abstract]

Investments

Investments

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 classifications. 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 on 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 securities sold is based on the specific identification method. Interest and dividends on the investments are accrued at the balance sheet date. At March 31, 2014 and December 31, 2013 all investments were classified as held to maturity and consisted of the following:

			March 31, 2014		December 31, 2013
Certificates of Deposit		Maturity	Value of Held to Muturity Investment		Value of Held to Muturity Investment
Investment		Date	(based on cost)		(based on cost)
$	2,007,997	April 18, 2014	$	2,007,997	$	2,007,997
	2,011,967	October 17, 2014		2,011,967		2,011,967
	502,820	June 29, 2014		502,820		502,821
	301,692	April 6, 2014		301,692		301,692
	253,492	December 29, 2014		253,494		252,453
			$	5,077,970	$	5,076,930

XML

Equity

3 Months Ended

Mar. 31, 2014

Equity [Abstract]

Equity

Equity

The Company did not sell any equity securities during the three months ended March 31, 2014 and 2013. The Company received proceeds of $82,288 during the three months ended March 31, 2014 in connection with stock issued by the exercise of options granted to an employee.

XML

Treasury Stock

3 Months Ended

Mar. 31, 2014

Treasury Stock [Abstract]

Treasury Stock

Treasury Stock

The Company did not repurchase any of its stock during the three months ended March 31, 2014 and 2013.

XML

Fair Value Measurements

3 Months Ended

Mar. 31, 2014

Fair Value Measurements [Abstract]

Fair Value Measurements

Fair Value Measurements

We value financial instruments using a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than quoted prices for similar assets or liabilities in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Financial assets accounted for at fair value on a recurring basis at March 31, 2014 include cash, cash equivalents and short term investments of approximately $10.2 million. These assets are carried at fair value based on quoted market prices for identical securities (Level 1 inputs).

XML

Stock-Based Compensation (Schedule of Assumptions Used to Value Options Granted to Employees) (Details)	3 Months Ended
	Mar. 31, 2013
Stock-Based Compensation [Abstract]
Risk free interest rate	0.80%
Option Life	5 years
Volatility	71.00%

XML

Consolidated Statements of Cash Flows (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Cash flows from operating activities:
Net loss	$ (1,149,063)	$ (1,589,184)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	6,075	10,321
Stock-based compensation	52,334	713,631
Change in assets and liabilities:
Royalty receivables	6,732	(109,941)
Prepaid expenses and other current assets	43,937	113,869
Deferred revenue	31,250	166,250
Accounts payable and accrued expenses	202,533	131,254
Net cash used in operating activities	(806,202)	(563,800)
Cash flows from investing activities:
Purchases of fixed assets	(43,245)	(11,127)
Change in short term investments	(1,040)
Net cash used in investing activities	(44,285)	(11,127)
Cash flows from financing activities:
Net proceeds from exercise of options and warrants	82,288
Net cash provided by financing activities	82,288
Net decrease in cash and cash equivalents	(768,199)	(574,927)
Cash and cash equivalents at beginning of year	5,866,123	8,390,233
Cash and cash equivalents at end of year	$ 5,097,924	$ 7,815,306

XML

Fee Income

3 Months Ended

Mar. 31, 2014

Fee Income [Abstract]

Fee Income

Fee Income

Fee income represents amounts earned by the Company under various license and other agreements relating to technology developed by the Company. During the first three months of 2014, two licensees accounted for 10% or more of fee income of the Company; these licensees accounted for approximately 47% and 11% respectively of fee income recognized during this period. During the first three months of 2013, three licensees accounted for 10% or more of fee income of the Company; these licensees accounted for approximately 36%, 25% and 10% respectively of fee income recognized during such period.

XML

Stock-Based Compensation (Schedule of Assumptions Used to Value Options Granted to Consultants) (Details)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Share-based Goods and Nonemployee Services Transaction [Line Items]
Risk free interest rate	0.40%	0.30%
Option Life	1 year 4 months 24 days	2 years 0 months
Volatility	46.00%	54.00%