ITEM 1.01. Entry Into a Material Definitive Agreement

On August 2, 2012, Research Frontiers Incorporated issued a press release announcing that it had raised $1,750,000 in gross proceeds from the sale of 589,227 shares of common stock, and warrants expiring July 31, 2017 to purchase 117,846 shares of common stock at a warrant exercise price of $4.45 per share pursuant to its outstanding shelf registration statement on Form S-3 (Registration No. 333-179099) that was declared effective by the Securities and Exchange Commission on February 14, 2012.

The information contained in the press release dated August 2, 2012 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 2, 2012, 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.

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

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

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

1.1 Form of Subscription Agreement dated July 12, 2012.

1.2 Form of Warrant Agreement.

99.1 Research Frontiers Press Release dated August 2, 2012.