ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On August 3, 2009, Research Frontiers Incorporated issued a press release announcing that it had raised $2.85 million in gross proceeds from the sale of 780,831 shares of common stock, and warrants expiring July 31, 2014 to purchase 156,161 shares of common stock at a warrant exercise price of $6.00 per share pursuant to its outstanding shelf registration statement on Form S-3 (Registration No.333-159093) that was declared effective by the Securities and Exchange Commission on May 28, 2009. The information contained in the press release dated August 3, 2009 is incorporated herein by reference and filed as Exhibit 99.1 hereto. A copy of this press release is available on the Company's website at http://www.SmartGlass.com.

On August 3, 2009, Research Frontiers Incorporated filed the prospectus supplement relating to the issuance and sale of the above securities with the Securities and Exchange Commission. In connection with that filing,Research Frontiers is filing the related form of Subscription Agreement and Warrant Agreement that the Company entered into with the purchasers as Exhibits to this current report on Form 8-K.

The press release may include statements that may constitute "forward-looking" statements as referenced in the Private Securities Litigation Reform Act of 1995. Those statements usually contain words such as "believe", "estimate", "project", "intend", "expect", or similar expressions. Any forward-looking statements are made by the Company in good faith, pursuant to the safe-harbor provisions of the Act. These forward-looking statements reflect management's current views and projections regarding economic conditions, industry environments and Company performance. Factors, which could significantly change results, include but are not limited to: sales performance, expense levels, competitive activity, interest rates, changes in the Company's financial condition and several business factors. Additional information regarding these and other factors may be included in the Company's quarterly 10-Q and 10K filings and other public documents, copies of which are available from the Company on request. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of the press release.

The information in this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

1.1 Form of Subscription Agreement dated July 23, 2009.

1.2 Form of Warrant Agreement dated July 29, 2009.

99.1 Research Frontiers Press Release dated August 3, 2009.