Item
7.01 Regulation FD Disclosure
Tel
Aviv, Israel and Woodbury, New York. April 23, 2020 – The COVID-19 pandemic’s global reach has touched countless
lives, along with the economic and investment ecosystem in Israel and worldwide. Despite the current crisis, Gauzy Ltd, a material
science startup based in Tel Aviv, Israel has secured the Series C investment from Hyundai Motor Company, Blue Red Partners VC,
and Avery Dennison. Gauzy is a strategic investor and licensee of Research Frontiers (Nasdaq: REFR), which is the inventor of
patented SPD-SmartGlass light control technology.
Gauzy
has been collaborating with industrial players to integrate Gauzy’s LCG® (light control glass) technologies, including
SPD (suspended particle device) and LC (Liquid Crystal), into the serial production of various types of products. Both technologies
allow for dynamic and user-controlled light control. SPD provides the ultimate light control solution - comfortable, safe, and
energy efficient. LC technologies are used for privacy, solar reflection, and displays that turn transparent for smart mobility
solutions.
In
February of 2019, Gauzy announced on NASDAQ a strategic investment in Research Frontiers (Nasdaq: REFR) and its plans to develop
and manufacture SPD. Throughout the year, Gauzy established the infrastructure required to create its SPD technology. This includes
erecting a state-of-the-art material synthesis facility in Israel, and a custom SPD production line strategically located in Germany
(Stuttgart) as part of Gauzy’s subsidiary company, Gauzy GmbH. These two facilities 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.
On
December 5, 2019 Gauzy hosted automotive and tier one executives from around the world at an exclusive event revealing its new
proprietary production line set within an 11,000sqm property in Germany. This production site is dedicated to producing 1,000,000sqm
of SPD material yearly for the automotive and architectural industries. Gauzy’s state-of-the-art production techniques
have brought down the cost of SPD-Smart light control technology significantly, has shortened delivery times to customers, and
have added new capabilities and functionality to the world of smart glass.
Gauzy
is the only material science company in the world currently developing, manufacturing, and marketing two of the three commercial
active light control technologies: LC and SPD. The company has a global distribution network of over 60 certified partners worldwide
that apply Gauzy’s unique technologies to glass or other transparent substrates, to create LCG (light control glass). SPD
and LC technologies allow glass to change from opaque to custom degrees of transparent with electrical input to control various
forms of light including UV, IR, and visible light. SPD blocks up to 99.5% of light for custom shading while maintaining a view
of surroundings. It can be used to replace mechanical shading elements in buildings and vehicles.
Eyal
Peso, Gauzy’s CEO, says “We are proud to announce this investment that comes at a hard time and also comes to show
the depth of the confidence the investors have in Gauzy and its technologies. We have been working closely with industrial players
over the years to develop for series production, and the investment will help Gauzy step up its efforts in the delivery of its
products all over the world.”
This
Series C investment allows Gauzy to continue its mission of developing and leading the active light control technology market.
With continued advancement in product development and of resources for high volume production, LCG technology and active glazing
is more accessible for serial implementation by industrial players.
Joseph
M. Harary, President and CEO of Research Frontiers noted: “This Series C investment round by Gauzy is significant in many
respects. This strategic investment marks the first known equity investment by an automotive OEM in our entire industry. While
it certainly benefits the investors in Gauzy, and Research Frontiers, it also benefits all of our licensees and their customers
in the automotive, aircraft, marine, architectural and consumer products industries worldwide. It is the result of a highly focused
and collaborative effort by key companies in the material science, glass, technology and automotive industries.”
About
Gauzy:
Gauzy
is a world leading vendor of material science and nanotechnology, focused on the research, development, manufacturing, and marketing
of technologies which are embedded into and onto raw materials. Amongst Gauzy’s core areas of expertise are LC and SPD,
which are used to produce LCG® (Light Control Glass). The company is headquartered in Tel Aviv Israel, with
an additional production facility in Germany, and sales, marketing, and distribution sites in multiple US cities and China.
Details
are noted in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Research Frontiers press release is also available on the Company’s website at www.SmartGlass.com and at various other places
on the internet.
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.